UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q
(Mark one)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: 
March 31,September 30, 2020
 Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:to
Commission File Number:001-11954(Vornado Realty Trust)
Commission File Number:001-34482(Vornado Realty L.P.)

Vornado Realty Trust
Vornado Realty L.P.
Commission File Number:001-11954(Vornado Realty Trust)
Commission File Number:001-34482(Vornado Realty L.P.)

Vornado Realty Trust
Vornado Realty L.P.
(Exact name of registrants as specified in its charter)
Vornado Realty TrustMaryland22-1657560
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
Vornado Realty 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)
.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes ☑  No ☐    Vornado Realty L.P.: Yes ☑  No ☐ 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
Vornado Realty Trust: Yes ☑  No ☐    Vornado Realty L.P.: Yes ☑  No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:
☑Large Accelerated Filer☐Accelerated Filer
☐Non-Accelerated Filer☐Smaller Reporting Company
☐Emerging Growth Company
Vornado Realty L.P.:
☐Large Accelerated Filer☐Accelerated Filer
☑Non-Accelerated Filer☐Smaller Reporting Company
☐Emerging Growth Company




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Vornado Realty Trust: Yes ☐   No ☑    Vornado Realty L.P.: Yes ☐   No ☑ 

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Vornado Realty TrustCommon Shares of beneficial interest, $.04 par value per shareVNONew York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust5.70% Series KVNO/PKNew York Stock Exchange
Vornado Realty Trust5.40% Series LVNO/PLNew York Stock Exchange
Vornado Realty Trust5.25% Series MVNO/PMNew York Stock Exchange
  
As of March 31,September 30, 2020, 191,115,726191,260,981 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.



EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31,September 30, 2020 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 92.7% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.
Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.
The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.


3

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•Note 12. Redeemable Noncontrolling Interests
•Note 13. Shareholders' Equity/Partners' Capital
•Note 20. Income (Loss) Per Share/Income (Loss) Per Class A Unit
•
Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units
•
Note 13. Shareholders' Equity/Partners' Capital
•
Note 19. Income Per Share/Income Per Class A Unit
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
4


PART I.Financial Information:Page Number
PART I.Financial Information:Page Number
Item 1.
Financial Statements of Vornado Realty Trust:
Consolidated Balance Sheets (Unaudited) as of March 31,September 30, 2020 and December 31, 2019
6
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended March 31,September 30, 2020 and 2019
7
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended March 31, September 30,
2020 and 2019
8
Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended March 31,September 30, 2020
and 2019
9
Consolidated Statements of Cash Flows (Unaudited) for the ThreeNine Months Ended March 31,September 30, 2020 and 2019
1113
Consolidated Balance Sheets (Unaudited) as of March 31,September 30, 2020 and December 31, 2019
1315
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended March 31,September 30, 2020 and 2019
1416
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended March 31, September 30,
2020 and 2019
1517
Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended March 31,September 30, 2020
and 2019
1618
Consolidated Statements of Cash Flows (Unaudited) for the ThreeNine Months Ended March 31,September 30, 2020 and 2019
1822
Vornado Realty Trust and Vornado Realty L.P.:
2024
4148
4350
6986
7087
PART II.Other Information:
7188
7188
7289
7289
7289
7289
7289
7390
7491

    
5

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

(Amounts in thousands, except unit, share, and per share amounts)As of(Amounts in thousands, except unit, share, and per share amounts)As of
March 31, 2020 December 31, 2019September 30, 2020December 31, 2019
ASSETS   ASSETS
Real estate, at cost:   Real estate, at cost:
Land$2,589,800
 $2,591,261
Land$2,589,452 $2,591,261 
Buildings and improvements7,946,523
 7,953,163
Buildings and improvements8,004,206 7,953,163 
Development costs and construction in progress1,532,828
 1,490,614
Development costs and construction in progress1,514,941 1,490,614 
Moynihan Train Hall development expenditures972,199
 914,960
Moynihan Train Hall development expenditures1,223,600 914,960 
Leasehold improvements and equipment126,910
 124,014
Leasehold improvements and equipment128,642 124,014 
Total13,168,260
 13,074,012
Total13,460,841 13,074,012 
Less accumulated depreciation and amortization(3,049,609) (3,015,958)Less accumulated depreciation and amortization(3,155,416)(3,015,958)
Real estate, net10,118,651
 10,058,054
Real estate, net10,305,425 10,058,054 
Right-of-use assets378,257
 379,546
Right-of-use assets374,805 379,546 
Cash and cash equivalents1,586,738
 1,515,012
Cash and cash equivalents1,411,047 1,515,012 
Restricted cash80,570
 92,119
Restricted cash79,291 92,119 
Marketable securities—
 33,313
Marketable securities0 33,313 
Tenant and other receivables115,795
 95,733
Tenant and other receivables103,051 95,733 
Investments in partially owned entities3,970,791
 3,999,165
Investments in partially owned entities3,504,328 3,999,165 
Real estate fund investments45,129
 222,649
Real estate fund investments3,739 222,649 
220 Central Park South condominium units ready for sale393,417
 408,918
220 Central Park South condominium units ready for sale181,041 408,918 
Receivable arising from the straight-lining of rents731,807
 742,206
Receivable arising from the straight-lining of rents678,381 742,206 
Deferred leasing costs, net of accumulated amortization of $188,976 and $196,229353,467
 353,986
Identified intangible assets, net of accumulated amortization of $100,298 and $98,58729,123
 30,965
Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229385,089 353,986 
Identified intangible assets, net of accumulated amortization of $95,567 and $98,587Identified intangible assets, net of accumulated amortization of $95,567 and $98,58725,746 30,965 
Other assets405,914
 355,347
Other assets510,955 355,347 
$18,209,659
 $18,287,013
 $17,562,898 $18,287,013 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,643,707
 $5,639,897
Mortgages payable, net$5,639,151 $5,639,897 
Senior unsecured notes, net446,076
 445,872
Senior unsecured notes, net446,482 445,872 
Unsecured term loan, net795,974
 745,840
Unsecured term loan, net796,499 745,840 
Unsecured revolving credit facilities1,075,000
 575,000
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities497,531
 498,254
Lease liabilities425,646 498,254 
Moynihan Train Hall obligation972,199
 914,960
Moynihan Train Hall obligation1,223,600 914,960 
Special dividend/distribution payable—
 398,292
Special dividend/distribution payable0 398,292 
Accounts payable and accrued expenses407,598
 440,049
Accounts payable and accrued expenses430,446 440,049 
Deferred revenue54,992
 59,429
Deferred revenue45,473 59,429 
Deferred compensation plan90,888
 103,773
Deferred compensation plan98,543 103,773 
Other liabilities308,683
 265,754
Other liabilities302,622 265,754 
Total liabilities10,292,648
 10,087,120
Total liabilities9,983,462 10,087,120 
Commitments and contingencies

 

Commitments and contingencies
Redeemable noncontrolling interests:   Redeemable noncontrolling interests:
Class A units - 13,748,709 and 13,298,956 units outstanding619,264
 884,380
Class A units - 13,670,466 and 13,298,956 units outstandingClass A units - 13,670,466 and 13,298,956 units outstanding594,934 884,380 
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535
 4,535
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535 4,535 
Total redeemable noncontrolling partnership unitsTotal redeemable noncontrolling partnership units599,469 888,915 
Redeemable noncontrolling interest in a consolidated subsidiaryRedeemable noncontrolling interest in a consolidated subsidiary94,282 0 
Total redeemable noncontrolling interests623,799
 888,915
Total redeemable noncontrolling interests693,751 888,915 
Shareholders' equity:   Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,795,540 and 36,795,640 shares891,211
 891,214
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,115,726 and 190,985,677 shares7,624
 7,618
Preferred shares of beneficial interest: 0 par value per share; authorized 110,000,000 shares; issued and outstanding 36,793,402 and 36,795,640 sharesPreferred shares of beneficial interest: 0 par value per share; authorized 110,000,000 shares; issued and outstanding 36,793,402 and 36,795,640 shares891,156 891,214 
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,260,981 and 190,985,677 sharesCommon shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,260,981 and 190,985,677 shares7,629 7,618 
Additional capital8,112,523
 7,827,697
Additional capital8,123,524 7,827,697 
Earnings less than distributions(2,091,612) (1,954,266)Earnings less than distributions(2,463,635)(1,954,266)
Accumulated other comprehensive loss(82,719) (40,233)Accumulated other comprehensive loss(89,834)(40,233)
Total shareholders' equity6,837,027
 6,732,030
Total shareholders' equity6,468,840 6,732,030 
Noncontrolling interests in consolidated subsidiaries456,185
 578,948
Noncontrolling interests in consolidated subsidiaries416,845 578,948 
Total equity7,293,212
 7,310,978
Total equity6,885,685 7,310,978 
$18,209,659
 $18,287,013
 $17,562,898 $18,287,013 
See notes to consolidated financial statements (unaudited).
6

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per share amounts)For the Three Months Ended March 31,(Amounts in thousands, except per share amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020 20192020201920202019
REVENUES:   REVENUES:
Rental revenues$401,274
 $499,877
Rental revenues$322,253 $427,638 $1,038,721 $1,348,814 
Fee and other income43,258
 34,791
Fee and other income41,709 38,323 112,799 114,918 
Total revenues444,532
 534,668
Total revenues363,962 465,961 1,151,520 1,463,732 
EXPENSES:   EXPENSES:
Operating(230,007) (246,895)Operating(195,645)(226,359)(600,077)(694,006)
Depreciation and amortization(92,793) (116,709)Depreciation and amortization(107,013)(96,437)(292,611)(326,181)
General and administrative(52,834) (58,020)General and administrative(32,407)(33,237)(120,255)(130,129)
Benefit (expense) from deferred compensation plan liability11,245
 (5,433)
Transaction related costs and other(71) (149)
(Expense) benefit from deferred compensation plan liability(Expense) benefit from deferred compensation plan liability(4,341)(974)548 (7,722)
(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net(584)(1,576)68,566 (103,315)
Total expenses(364,460) (427,206)Total expenses(339,990)(358,583)(943,829)(1,261,353)
   

Income from partially owned entities19,103
 7,320
Loss from real estate fund investments(183,463) (167)
Interest and other investment (loss) income, net(5,904) 5,045
(Loss) income from deferred compensation plan assets(11,245) 5,433
(Loss) income from partially owned entities(Loss) income from partially owned entities(80,909)25,946 (353,679)56,139 
(Loss) income from real estate fund investments(Loss) income from real estate fund investments(13,823)2,190 (225,328)(13,780)
Interest and other investment income (loss), netInterest and other investment income (loss), net1,729 3,045 (7,068)15,930 
Income (loss) from deferred compensation plan assetsIncome (loss) from deferred compensation plan assets4,341 974 (548)7,722 
Interest and debt expense(58,842) (102,463)Interest and debt expense(57,371)(61,448)(174,618)(226,940)
Net gain on transfer to Fifth Avenue and Times Square JVNet gain on transfer to Fifth Avenue and Times Square JV0 0 0 2,571,099 
Net gains on disposition of wholly owned and partially owned assets68,589
 220,294
Net gains on disposition of wholly owned and partially owned assets214,578 309,657 338,862 641,664 
(Loss) income before income taxes(91,690) 242,924
Income (loss) before income taxesIncome (loss) before income taxes92,517 387,742 (214,688)3,254,213 
Income tax expense(12,813) (29,743)Income tax expense(23,781)(23,885)(38,431)(80,542)
(Loss) income from continuing operations(104,503) 213,181
Income (loss) from continuing operationsIncome (loss) from continuing operations68,736 363,857 (253,119)3,173,671 
Loss from discontinued operations—
 (137)Loss from discontinued operations0 (8)0 (85)
Net (loss) income(104,503) 213,044
Net income (loss)Net income (loss)68,736 363,849 (253,119)3,173,586 
Less net loss (income) attributable to noncontrolling interests in:   Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries122,387
 (6,820)Consolidated subsidiaries848 (5,774)141,003 (34,045)
Operating Partnership(390) (12,202)Operating Partnership(3,884)(22,637)10,090 (197,354)
Net income attributable to Vornado17,494
 194,022
Net income (loss) attributable to VornadoNet income (loss) attributable to Vornado65,700 335,438 (102,026)2,942,187 
Preferred share dividends(12,531) (12,534)Preferred share dividends(12,530)(12,532)(37,591)(37,598)
NET INCOME attributable to common shareholders$4,963
 $181,488
   
INCOME PER COMMON SHARE - BASIC:   
Net income per common share$0.03
 $0.95
NET INCOME (LOSS) attributable to common shareholdersNET INCOME (LOSS) attributable to common shareholders$53,170 $322,906 $(139,617)$2,904,589 
INCOME (LOSS) PER COMMON SHARE - BASIC:INCOME (LOSS) PER COMMON SHARE - BASIC:
Net income (loss) per common shareNet income (loss) per common share$0.28 $1.69 $(0.73)$15.22 
Weighted average shares outstanding191,038
 190,689
Weighted average shares outstanding191,162 190,814 191,102 190,762 
   
INCOME PER COMMON SHARE - DILUTED:   
Net income per common share$0.03
 $0.95
INCOME (LOSS) PER COMMON SHARE - DILUTED:INCOME (LOSS) PER COMMON SHARE - DILUTED:
Net income (loss) per common shareNet income (loss) per common share$0.28 $1.69 $(0.73)$15.20 
Weighted average shares outstanding191,113
 190,996
Weighted average shares outstanding191,162 191,024 191,102 191,027 
See notes to consolidated financial statements (unaudited).

7

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Net (loss) income$(104,503) $213,044
Other comprehensive (loss) income:   
Reduction in value of interest rate swaps(45,477) (17,029)
Other comprehensive income (loss) of nonconsolidated subsidiaries8
 (985)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary—
 (2,311)
Comprehensive (loss) income(149,972) 192,719
Less comprehensive loss (income) attributable to noncontrolling interests124,980
 (17,746)
Comprehensive (loss) income attributable to Vornado$(24,992) $174,973
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Net income (loss)$68,736 $363,849 $(253,119)$3,173,586 
Other comprehensive (loss) income:
Other comprehensive (loss) income of nonconsolidated subsidiaries(15,634)11 (15,626)(949)
Increase (reduction) in value of interest rate swaps and other7,926 (9,954)(37,473)(55,495)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary0 0 0 (2,311)
Comprehensive income (loss)61,028 353,906 (306,218)3,114,831 
Less comprehensive (income) loss attributable to noncontrolling interests(2,516)(27,761)154,591 (227,667)
Comprehensive income (loss) attributable to Vornado$58,512 $326,145 $(151,627)$2,887,164 
See notes to consolidated financial statements (unaudited).

8

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

(Amounts in thousands, except per share amounts)(Amounts in thousands, except per share amounts)         Accumulated
Other
Comprehensive
(Loss) Income		 Non-controlling Interests in Consolidated Subsidiaries  (Amounts in thousands, except per share amounts)Non-controlling Interests in Consolidated Subsidiaries
 Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total EquityAccumulated
Other
Comprehensive
Loss
 Shares Amount Shares Amount Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated SubsidiariesPreferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsNon-controlling Interests in Consolidated SubsidiariesTotal Equity
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,618
 $7,827,697
 $(1,954,266) $(40,233)$578,948
$7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 —
 (16,064) —
—
(16,064)
SharesAmountSharesAmountAdditional CapitalEarnings Less Than DistributionsNon-controlling Interests in Consolidated SubsidiariesTotal Equity
Balance as of June 30, 2020Balance as of June 30, 202036,794 $891,164 191,151 $7,625 $8,095,774 $(2,415,500)$(82,646)6,928,909 
Net income attributable to Vornado —
 —
 —
 —
 —
 17,494
 —
 —
 17,494
Net income attributable to Vornado— — — — — 65,700 — — 65,700 
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (122,387) (122,387)
Dividends on common shares ($0.66 per share) —
 —
 —
 —
 —
 (126,106) —
 —
 (126,106)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiariesNet loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — (1,019)(1,019)
Dividends on common shares
($0.53 per share)
Dividends on common shares
($0.53 per share)
— — — — — (101,311)— — (101,311)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (12,531) —
 —
 (12,531)Dividends on preferred shares (see Note 13 for dividends per share amounts)— — — — — (12,530)— — (12,530)
Common shares issued:                 
Common shares issued:
Upon redemption of Class A units, at redemption value —
 —
 27
 1
 1,639
 —
 —
 —
 1,640
Upon redemption of Class A units, at redemption value— — 100 4 3,582 — — — 3,586 
Under employees' share option plan —
 —
 69
 3
 3,514
 —
 —
 —
 3,517
Under dividend reinvestment plan —
 —
 21
 1
 1,381
 —
 —
 —
 1,382
Under dividend reinvestment plan— — 9 1 299 — — — 300 
Contributions:               

 

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 —
 1,397
 1,397
ContributionsContributions— — — — — — — 358 358 
Distributions —
 —
 —
 —
 —
 —
 —
 (5,235) (5,235)Distributions— — — — — — — (14,987)(14,987)
Conversion of Series A preferred shares to common shares —
 (3) —
 —
 3
 —
 —
 —
 —
Conversion of Series A preferred shares to common shares(1)(7)— — 7 — — — 0 
Deferred compensation shares and options —
 —
 13
 1
 297
 (137) —
 —
 161
Deferred compensation shares and options— — — — 304 — — — 304 
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (45,477) —
 (45,477)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 —
 10,824
 —
 —
 —
 10,824
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 267,170
 —
 —
 —
 267,170
Other comprehensive loss of nonconsolidated subsidiariesOther comprehensive loss of nonconsolidated subsidiaries— — — — — — (15,634)— (15,634)
Increase in value of interest rate
swaps		Increase in value of interest rate
swaps		— — — — — — 7,926 — 7,926 
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment— — — — 23,557 — — — 23,557 
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 2,983
 —
 2,983
Redeemable noncontrolling interests' share of above adjustments— — — — — — 520 — 520 
Other —
 —
 —
 —
 (2) (2) —
 73
 69
Other— (1)1 (1)1 6 — 1 6 
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $7,624
 $8,112,523
 $(2,091,612) $(82,719) $456,185
 $7,293,212
Balance as of September 30, 2020Balance as of September 30, 202036,793 $891,156 191,261 $7,629 $8,123,524 $(2,463,635)$(89,834)$416,845 $6,885,685 
See notes to consolidated financial statements (unaudited).












9

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

(Amounts in thousands, except per share amounts)(Amounts in thousands, except per share amounts)         
Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling Interests in Consolidated Subsidiaries  (Amounts in thousands, except per share amounts)Non-controlling Interests in Consolidated Subsidiaries
 Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total EquityAccumulated
Other
Comprehensive
Loss
 Shares Amount Shares Amount 
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling Interests in Consolidated SubsidiariesPreferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsNon-controlling Interests in Consolidated SubsidiariesTotal Equity
Balance as of December 31, 2018 36,800
 $891,294
 190,535
 $7,600
 $7,725,857
 $(4,167,184) $7,664
$642,652
$5,107,883
SharesAmountSharesAmountAdditional CapitalEarnings Less Than DistributionsNon-controlling Interests in Consolidated SubsidiariesTotal Equity
Balance as of June 30, 2019Balance as of June 30, 201936,797 $891,256 190,813 $7,611 $7,845,748 $(1,845,995)$(38,066)$7,496,144 
Net income attributable to Vornado —
 —
 —
 —
 —
 194,022
 —
 —
 194,022
Net income attributable to Vornado— — — — — 335,438 — 335,438 
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 6,820
 6,820
Net income attributable to noncontrolling interests in consolidated subsidiaries— — — — — — — 5,774 5,774 
Dividends on common shares ($0.66 per share) —
 —
 —
 —
 —
 (125,876) —
 —
 (125,876)
Dividends on common shares
($0.66 per share)
— — — — — (125,947)— — (125,947)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (12,534) —
 —
 (12,534)Dividends on preferred shares (see Note 13 for dividends per share amounts)— — — — — (12,532)— — (12,532)
Common shares issued:                  Common shares issued:
Upon redemption of Class A units, at redemption value —
 —
 48
 2
 3,179
 —
 —
 —
 3,181
Upon redemption of Class A units, at redemption value— — 31 1 1,998 — — — 1,999 
Under employees' share option plan —
 —
 162
 7
 1,164
 (8,692) —
 —
 (7,521)
Under dividend reinvestment plan —
 —
 5
 —
 340
 —
 —
 —
 340
Under dividend reinvestment plan— — 6 1 356 — — — 357 
Contributions:     

 

 

 

     

ContributionsContributions— — — — — — — 908 908 
Distributions:Distributions:
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,384
 3,384
Real estate fund investments— — — — — — — (6)(6)
Other —
 —
 —
 —
 —
 —
 —
 1,810
 1,810
Other— — — — — — — (7,086)(7,086)
Distributions —
 —
 —
 —
 —
 —
 —
 (7,764) (7,764)
Conversion of Series A preferred shares to common shares (1) (31) 2
 —
 31
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 9
 —
 297
 —
 —
 —
 297
Deferred compensation shares and options— — — — 266 — — — 266 
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (985) —
 (985)
Other comprehensive income of nonconsolidated subsidiariesOther comprehensive income of nonconsolidated subsidiaries— — — — — — 11 — 11 
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (17,029) —
 (17,029)Reduction in value of interest rate swaps— — — — 0 — (9,953)— (9,953)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 (65,818) —
 —
 —
 (65,818)
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment— — — — 24,228 — — — 24,228 
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 1,276
 —
 1,276
Redeemable noncontrolling interests' share of above adjustments— — — — — — 650 — 650 
Other (1) —
 —
 —
 —
 (1) —
 (2) (3)Other— — — — 1 1 (1)4 5 
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,609
 $7,676,770
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Balance as of September 30, 2019Balance as of September 30, 201936,797 $891,256 190,850 $7,613 $7,872,597 $(1,649,035)$(47,359)$635,184 $7,710,256 
See notes to consolidated financial statements (unaudited).
10


VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)

(Amounts in thousands, except per share amounts)Earnings Less Than DistributionsAccumulated
Other
Comprehensive
Loss		Non-controlling Interests in Consolidated Subsidiaries
Preferred SharesCommon SharesAdditional CapitalTotal Equity
SharesAmountSharesAmount
For the Nine Months Ended
September 30, 2020:
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 (see Note 4)— — — — — (16,064)— — (16,064)
Net loss attributable to Vornado— — — — — (102,026)— — (102,026)
Net loss attributable to
nonredeemable noncontrolling
interests in consolidated
subsidiaries		— — — — — — — (141,310)(141,310)
Dividends on common shares
   ($1.85 per share)
— — — — — (353,558)— — (353,558)
Dividends on preferred shares (see Note 13 for dividends per share amounts)— — — — — (37,591)— — (37,591)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 149 6 6,044 — — — 6,050 
Under employees' share option plan— — 69 3 3,514 — — — 3,517 
Under dividend reinvestment plan— — 40 2 2,048 — — — 2,050 
Contributions:
Real estate fund investments— — — — — — — 3,389 3,389 
Other— — — — — — — 2,837 2,837 
Distributions— — — — — — — (25,517)(25,517)
Conversion of Series A preferred shares to common shares(3)(57)4 — 57 — — — 0 
Deferred compensation shares and options— — 13 1 905 (137)— — 769 
Other comprehensive loss of
nonconsolidated subsidiaries		— — — — — — (15,626)— (15,626)
Reduction in value of interest rate
swaps		— — — — — — (37,473)— (37,473)
Unearned 2017 Out-Performance Plan awards acceleration— — — — 10,824 — — — 10,824 
Redeemable Class A unit measurement adjustment— — — — 272,436 — — — 272,436 
Redeemable noncontrolling interests' share of above adjustments— — — — — — 3,498 — 3,498 
Other— (1)— (1)(1)7 — (1,502)(1,498)
Balance as of September 30, 202036,793 $891,156 191,261 $7,629 $8,123,524 $(2,463,635)$(89,834)$416,845 $6,885,685 





See notes to consolidated financial statements (unaudited).
11

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per share amounts)Non-controlling Interests in Consolidated Subsidiaries
Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Income (Loss)
Preferred SharesCommon SharesAdditional
Capital		Total
Equity
SharesAmountSharesAmount
For the Nine Months Ended
September 30, 2019:
Balance as of December 31, 201836,800 $891,294 190,535 $7,600 $7,725,857 $(4,167,184)$7,664 $642,652 $5,107,883 
Net income attributable to Vornado— — — — — 2,942,187 — — 2,942,187 
Net income attributable to noncontrolling interests in consolidated subsidiaries— — — — — — — 34,045 34,045 
Dividends on common shares
   ($1.98 per share)
— — — — — (377,750)— — (377,750)
Dividends on preferred shares (see Note 13 for dividends per share amounts)— — — — — (37,598)— — (37,598)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 123 5 8,123 — — — 8,128 
Under employees' share option plan— — 165 7 1,338 (8,692)— — (7,347)
Under dividend reinvestment plan— — 16 1 1,057 — — — 1,058 
Contributions:
Real estate fund investments— — — — — — — 3,384 3,384 
Other— — — — — — — 5,839 5,839 
Distributions:
Real estate fund investments— — — — — — — (6)(6)
Other— — — — — — — (39,290)(39,290)
Conversion of Series A preferred shares to common shares(2)(38)3 — 38 — — — 0 
Deferred compensation shares and options— — 8 — 829 — — — 829 
Amount reclassified related to a nonconsolidated subsidiary— — — — — — (2,311)— (2,311)
Other comprehensive loss of nonconsolidated subsidiaries— — — — — — (949)— (949)
Reduction in value of interest rate swaps— — — — — — (55,497)— (55,497)
Unearned 2016 Out-Performance Plan awards acceleration— — — — 11,720 — — — 11,720 
Redeemable Class A unit measurement adjustment— — — — 123,635 — — — 123,635 
Redeemable noncontrolling interests' share of above adjustments— — — — — — 3,732 — 3,732 
Deconsolidation of partially owned entity— — — — — — — (11,441)(11,441)
Other(1)— — — — 2 2 1 5 
Balance as of September 30, 201936,797 $891,256 190,850 $7,613 $7,872,597 $(1,649,035)$(47,359)$635,184 $7,710,256 
See notes to consolidated financial statements (unaudited).
12

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Nine Months Ended September 30,
2020 201920202019
Cash Flows from Operating Activities:   Cash Flows from Operating Activities:
Net (loss) income$(104,503) $213,044
Net (loss) income$(253,119)$3,173,586 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:   Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net unrealized loss (gain) on real estate fund investments183,520
 (100)
Equity in net loss (income) of partially owned entitiesEquity in net loss (income) of partially owned entities353,679 (56,139)
Net gains on disposition of wholly owned and partially owned assetsNet gains on disposition of wholly owned and partially owned assets(338,862)(641,664)
Depreciation and amortization (including amortization of deferred financing costs)96,913
 123,135
Depreciation and amortization (including amortization of deferred financing costs)305,905 341,951 
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)
Net unrealized loss on real estate fund investmentsNet unrealized loss on real estate fund investments225,412 16,162 
Distributions of income from partially owned entities48,568
 14,316
Distributions of income from partially owned entities132,850 66,252 
Non-cash (gain on extinguishment of 608 Fifth Avenue lease liability) impairment loss on 608 Fifth Avenue right-of-use assetNon-cash (gain on extinguishment of 608 Fifth Avenue lease liability) impairment loss on 608 Fifth Avenue right-of-use asset(70,260)75,220 
Write-off of lease receivables deemed uncollectibleWrite-off of lease receivables deemed uncollectible60,766 16,488 
Stock-based compensation expense25,765
 31,654
Stock-based compensation expense39,638 48,045 
Equity in net income of partially owned entities(19,103) (7,320)
Straight-lining of rents10,165
 1,140
Straight-lining of rents20,021 8,446 
Credit losses on loans receivable7,261
 —
Credit losses on loans receivable13,369 0 
Decrease (increase) in fair value of marketable securities4,938
 (461)
Amortization of below-market leases, net(4,206) (6,525)Amortization of below-market leases, net(13,054)(15,561)
Decrease in fair value of marketable securitiesDecrease in fair value of marketable securities4,938 3,095 
Net gain on transfer to Fifth Avenue and Times Square JVNet gain on transfer to Fifth Avenue and Times Square JV0 (2,571,099)
Real estate impairment lossesReal estate impairment losses0 26,140 
Prepayment penalty on redemption of senior unsecured notes due 2022Prepayment penalty on redemption of senior unsecured notes due 20220 22,058 
Other non-cash adjustments4,156
 1,639
Other non-cash adjustments7,544 3,406 
Changes in operating assets and liabilities:   Changes in operating assets and liabilities:
Real estate fund investments(6,000) (4,000)Real estate fund investments(6,502)(4,000)
Tenant and other receivables, net(20,938) (835)Tenant and other receivables, net(27,093)(28,110)
Prepaid assets(91,878) (82,862)Prepaid assets(215,645)(74,502)
Other assets(8,051) (6,044)Other assets(41,328)(10,195)
Accounts payable and accrued expenses(7,659) 10,426
Accounts payable and accrued expenses(4,058)1,496 
Other liabilities1,089
 (2,795)Other liabilities(2,841)(3,104)
Net cash provided by operating activities51,448
 64,118
Net cash provided by operating activities191,360 397,971 
   
Cash Flows from Investing Activities:   Cash Flows from Investing Activities:
Proceeds from sale of condominium units at 220 Central Park South191,216
 425,484
Proceeds from sale of condominium units at 220 Central Park South939,292 1,039,493 
Development costs and construction in progress(169,845) (143,302)Development costs and construction in progress(448,167)(448,281)
Moynihan Train Hall expenditures(98,794) (123,533)Moynihan Train Hall expenditures(277,128)(352,211)
Additions to real estate(49,251) (55,759)Additions to real estate(112,906)(189,579)
Proceeds from sales of marketable securities28,375
 167,755
Proceeds from sales of marketable securities28,375 168,314 
Investments in partially owned entities(2,130) (918)Investments in partially owned entities(6,156)(16,480)
Distributions of capital from partially owned entities1,090
 24,851
Distributions of capital from partially owned entities1,090 24,880 
Acquisitions of real estate and otherAcquisitions of real estate and other(985)(3,260)
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)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)0 1,248,743 
Proceeds from redemption of 640 Fifth Avenue preferred equityProceeds from redemption of 640 Fifth Avenue preferred equity0 500,000 
Proceeds from sale of real estate and related investments—
 108,512
Proceeds from sale of real estate and related investments0 255,534 
Proceeds from repayments of loans receivable—
 204
Proceeds from repayments of loans receivable0 1,395 
Net cash (used in) provided by investing activities(99,339) 403,294
Net cash provided by investing activitiesNet cash provided by investing activities123,415 2,228,548 
See notes to consolidated financial statements (unaudited).


13

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


(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Nine Months Ended September 30,
2020 201920202019
Cash Flows from Financing Activities:   Cash Flows from Financing Activities:
Dividends paid on common sharesDividends paid on common shares$(725,938)$(377,750)
Proceeds from borrowings$553,062
 $456,741
Proceeds from borrowings555,918 1,107,852 
Dividends paid on common shares(498,486) (125,876)
Repayments of borrowingsRepayments of borrowings(514,493)(2,635,028)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
Moynihan Train Hall reimbursement from Empire State Development277,128 352,211 
Contributions from noncontrolling interestsContributions from noncontrolling interests98,626 9,223 
Distributions to noncontrolling interests(40,045) (16,252)Distributions to noncontrolling interests(76,759)(65,084)
Dividends paid on preferred shares(12,531) (12,534)Dividends paid on preferred shares(50,123)(37,598)
Proceeds received from exercise of employee share options and other4,899
 1,511
Proceeds received from exercise of employee share options and other5,567 2,403 
Contributions from noncontrolling interests4,786
 5,194
Repayments of borrowings(2,150) (686,555)
Debt issuance costsDebt issuance costs(1,357)(15,328)
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(137) (8,692)Repurchase of shares related to stock compensation agreements and related tax withholdings and other(137)(8,692)
Debt issuance costs(124) (10,860)
Purchase of marketable securities in connection with defeasance of mortgage payablePurchase of marketable securities in connection with defeasance of mortgage payable0 (407,126)
Prepayment penalty on redemption of senior unsecured notes due 2022Prepayment penalty on redemption of senior unsecured notes due 20220 (22,058)
Redemption of preferred shares—
 (893)Redemption of preferred shares0 (893)
Net cash provided by (used in) financing activities108,068
 (274,683)
Net increase in cash and cash equivalents and restricted cash60,177
 192,729
Net cash used in financing activitiesNet cash used in financing activities(431,568)(2,097,868)
Net (decrease) increase in cash and cash equivalents and restricted cashNet (decrease) increase in cash and cash equivalents and restricted cash(116,793)528,651 
Cash and cash equivalents and restricted cash at beginning of period1,607,131
 716,905
Cash and cash equivalents and restricted cash at beginning of period1,607,131 716,905 
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
Cash and cash equivalents and restricted cash at end of period$1,490,338 $1,245,556 
   
Reconciliation of Cash and Cash Equivalents and Restricted Cash:   Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,515,012
 $570,916
Cash and cash equivalents at beginning of period$1,515,012 $570,916 
Restricted cash at beginning of period92,119
 145,989
Restricted cash at beginning of period92,119 145,989 
Cash and cash equivalents and restricted cash at beginning of period$1,607,131
 $716,905
Cash and cash equivalents and restricted cash at beginning of period$1,607,131 $716,905 
   
Cash and cash equivalents at end of period$1,586,738
 $307,047
Cash and cash equivalents at end of period$1,411,047 $1,132,491 
Restricted cash at end of period80,570
 593,759
Restricted cash at end of period79,291 113,065 
Restricted cash included in "assets held for sale" at end of period—
 8,828
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
Cash and cash equivalents and restricted cash at end of period$1,490,338 $1,245,556 
   
Supplemental Disclosure of Cash Flow Information:   Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $11,913 and $21,371$53,997
 $85,796
Cash payments for interest, excluding capitalized interest of $30,649 and $55,186Cash payments for interest, excluding capitalized interest of $30,649 and $55,186$164,752 $227,310 
Cash payments for income taxes$6,089
 $8,741
Cash payments for income taxes$14,252 $47,345 
   
Non-Cash Investing and Financing Activities:   Non-Cash Investing and Financing Activities:
Adjustments to carry redeemable Class A units at redemption value$267,170
 $(65,818)
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		106,479
 395,893
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		$370,850 $825,520 
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment272,436 123,635 
Accrued capital expenditures included in accounts payable and accrued expenses65,926
 77,115
Accrued capital expenditures included in accounts payable and accrued expenses118,672 117,205 
Write-off of fully depreciated assets(45,115) (58,309)Write-off of fully depreciated assets(111,863)(113,261)
Reclassification of assets and related liabilities held for sale:   
Assets held for sale—
 3,027,058
Liabilities related to assets held for sale—
 1,097,350
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:Investments received in exchange for transfer to Fifth Avenue and Times Square JV:
Preferred equityPreferred equity0 2,327,750 
Common equityCommon equity0 1,449,495 
Lease liabilities arising from the recognition of right-of-use assets—
 526,866
Lease liabilities arising from the recognition of right-of-use assets0 526,866 
Marketable securities transferred in connection with the defeasance of mortgage payableMarketable securities transferred in connection with the defeasance of mortgage payable0 (407,126)
Defeasance of mortgage payableDefeasance of mortgage payable0 390,000 
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares—
 54,962
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares0 54,962 
See notes to consolidated financial statements (unaudited).
14

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


(Amounts in thousands, except unit amounts)As of(Amounts in thousands, except unit amounts)As of
March 31, 2020 December 31, 2019September 30, 2020December 31, 2019
ASSETS   ASSETS
Real estate, at cost:   Real estate, at cost:
Land$2,589,800
 $2,591,261
Land$2,589,452 $2,591,261 
Buildings and improvements7,946,523
 7,953,163
Buildings and improvements8,004,206 7,953,163 
Development costs and construction in progress1,532,828
 1,490,614
Development costs and construction in progress1,514,941 1,490,614 
Moynihan Train Hall development expenditures972,199
 914,960
Moynihan Train Hall development expenditures1,223,600 914,960 
Leasehold improvements and equipment126,910
 124,014
Leasehold improvements and equipment128,642 124,014 
Total13,168,260
 13,074,012
Total13,460,841 13,074,012 
Less accumulated depreciation and amortization(3,049,609) (3,015,958)Less accumulated depreciation and amortization(3,155,416)(3,015,958)
Real estate, net10,118,651
 10,058,054
Real estate, net10,305,425 10,058,054 
Right-of-use assets378,257
 379,546
Right-of-use assets374,805 379,546 
Cash and cash equivalents1,586,738
 1,515,012
Cash and cash equivalents1,411,047 1,515,012 
Restricted cash80,570
 92,119
Restricted cash79,291 92,119 
Marketable securities—
 33,313
Marketable securities0 33,313 
Tenant and other receivables115,795
 95,733
Tenant and other receivables103,051 95,733 
Investments in partially owned entities3,970,791
 3,999,165
Investments in partially owned entities3,504,328 3,999,165 
Real estate fund investments45,129
 222,649
Real estate fund investments3,739 222,649 
220 Central Park South condominium units ready for sale393,417
 408,918
220 Central Park South condominium units ready for sale181,041 408,918 
Receivable arising from the straight-lining of rents731,807
 742,206
Receivable arising from the straight-lining of rents678,381 742,206 
Deferred leasing costs, net of accumulated amortization of $188,976 and $196,229353,467
 353,986
Identified intangible assets, net of accumulated amortization of $100,298 and $98,58729,123
 30,965
Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229385,089 353,986 
Identified intangible assets, net of accumulated amortization of $95,567 and $98,587Identified intangible assets, net of accumulated amortization of $95,567 and $98,58725,746 30,965 
Other assets405,914
 355,347
Other assets510,955 355,347 
$18,209,659
 $18,287,013
 $17,562,898 $18,287,013 
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY   
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,643,707
 $5,639,897
Mortgages payable, net$5,639,151 $5,639,897 
Senior unsecured notes, net446,076
 445,872
Senior unsecured notes, net446,482 445,872 
Unsecured term loan, net795,974
 745,840
Unsecured term loan, net796,499 745,840 
Unsecured revolving credit facilities1,075,000
 575,000
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities497,531
 498,254
Lease liabilities425,646 498,254 
Moynihan Train Hall obligation972,199
 914,960
Moynihan Train Hall obligation1,223,600 914,960 
Special distribution payable—
 398,292
Special distribution payable0 398,292 
Accounts payable and accrued expenses407,598
 440,049
Accounts payable and accrued expenses430,446 440,049 
Deferred revenue54,992
 59,429
Deferred revenue45,473 59,429 
Deferred compensation plan90,888
 103,773
Deferred compensation plan98,543 103,773 
Other liabilities308,683
 265,754
Other liabilities302,622 265,754 
Total liabilities10,292,648
 10,087,120
Total liabilities9,983,462 10,087,120 
Commitments and contingencies


 


Commitments and contingencies
Redeemable partnership units:   
Class A units - 13,748,709 and 13,298,956 units outstanding619,264
 884,380
Redeemable noncontrolling interests:Redeemable noncontrolling interests:
Class A units - 13,670,466 and 13,298,956 units outstandingClass A units - 13,670,466 and 13,298,956 units outstanding594,934 884,380 
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535
 4,535
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535 4,535 
Total redeemable partnership units623,799
 888,915
Total redeemable noncontrolling partnership unitsTotal redeemable noncontrolling partnership units599,469 888,915 
Redeemable noncontrolling interest in a consolidated subsidiaryRedeemable noncontrolling interest in a consolidated subsidiary94,282 0 
Total redeemable noncontrolling interestsTotal redeemable noncontrolling interests693,751 888,915 
Partners' equity:   Partners' equity:
Partners' capital9,011,358
 8,726,529
Partners' capital9,022,309 8,726,529 
Earnings less than distributions(2,091,612) (1,954,266)Earnings less than distributions(2,463,635)(1,954,266)
Accumulated other comprehensive loss(82,719) (40,233)Accumulated other comprehensive loss(89,834)(40,233)
Total partners' equity6,837,027
 6,732,030
Total partners' equity6,468,840 6,732,030 
Noncontrolling interests in consolidated subsidiaries456,185
 578,948
Noncontrolling interests in consolidated subsidiaries416,845 578,948 
Total equity7,293,212
 7,310,978
Total equity6,885,685 7,310,978 
$18,209,659
 $18,287,013
 $17,562,898 $18,287,013 
See notes to consolidated financial statements (unaudited).
15

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

(Amounts in thousands, except per unit amounts)For the Three Months Ended March 31,(Amounts in thousands, except per unit amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020 20192020201920202019
REVENUES:   REVENUES:
Rental revenues$401,274
 $499,877
Rental revenues$322,253 $427,638 $1,038,721 $1,348,814 
Fee and other income43,258
 34,791
Fee and other income41,709 38,323 112,799 114,918 
Total revenues444,532
 534,668
Total revenues363,962 465,961 1,151,520 1,463,732 
EXPENSES:   EXPENSES:
Operating(230,007) (246,895)Operating(195,645)(226,359)(600,077)(694,006)
Depreciation and amortization(92,793) (116,709)Depreciation and amortization(107,013)(96,437)(292,611)(326,181)
General and administrative(52,834) (58,020)General and administrative(32,407)(33,237)(120,255)(130,129)
Benefit (expense) from deferred compensation plan liability11,245
 (5,433)
Transaction related costs and other(71) (149)
(Expense) benefit from deferred compensation plan liability(Expense) benefit from deferred compensation plan liability(4,341)(974)548 (7,722)
(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net(584)(1,576)68,566 (103,315)
Total expenses(364,460) (427,206)Total expenses(339,990)(358,583)(943,829)(1,261,353)
   
Income from partially owned entities19,103
 7,320
Loss from real estate fund investments(183,463) (167)
Interest and other investment (loss) income, net(5,904) 5,045
(Loss) income from deferred compensation plan assets(11,245) 5,433
(Loss) income from partially owned entities(Loss) income from partially owned entities(80,909)25,946 (353,679)56,139 
(Loss) income from real estate fund investments(Loss) income from real estate fund investments(13,823)2,190 (225,328)(13,780)
Interest and other investment income (loss), netInterest and other investment income (loss), net1,729 3,045 (7,068)15,930 
Income (loss) from deferred compensation plan assetsIncome (loss) from deferred compensation plan assets4,341 974 (548)7,722 
Interest and debt expense(58,842) (102,463)Interest and debt expense(57,371)(61,448)(174,618)(226,940)
Net gain on transfer to Fifth Avenue and Times Square JVNet gain on transfer to Fifth Avenue and Times Square JV0 0 0 2,571,099 
Net gains on disposition of wholly owned and partially owned assets68,589
 220,294
Net gains on disposition of wholly owned and partially owned assets214,578 309,657 338,862 641,664 
(Loss) income before income taxes(91,690) 242,924
Income (loss) before income taxesIncome (loss) before income taxes92,517 387,742 (214,688)3,254,213 
Income tax expense(12,813) (29,743)Income tax expense(23,781)(23,885)(38,431)(80,542)
(Loss) income from continuing operations(104,503) 213,181
Income (loss) from continuing operationsIncome (loss) from continuing operations68,736 363,857 (253,119)3,173,671 
Loss from discontinued operations—
 (137)Loss from discontinued operations0 (8)0 (85)
Net (loss) income(104,503) 213,044
Net income (loss)Net income (loss)68,736 363,849 (253,119)3,173,586 
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries122,387
 (6,820)Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries848 (5,774)141,003 (34,045)
Net income attributable to Vornado Realty L.P.17,884
 206,224
Net income (loss) attributable to Vornado Realty L.P.Net income (loss) attributable to Vornado Realty L.P.69,584 358,075 (112,116)3,139,541 
Preferred unit distributions(12,572) (12,575)Preferred unit distributions(12,572)(12,574)(37,715)(37,722)
NET INCOME attributable to Class A unitholders$5,312
 $193,649
   
INCOME PER CLASS A UNIT - BASIC:   
Net income per Class A unit$—
 $0.95
NET INCOME (LOSS) attributable to Class A unitholdersNET INCOME (LOSS) attributable to Class A unitholders$57,012 $345,501 $(149,831)$3,101,819 
INCOME (LOSS) PER CLASS A UNIT - BASIC:INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unitNet income (loss) per Class A unit$0.28 $1.69 $(0.76)$15.21 
Weighted average units outstanding203,370
 202,772
Weighted average units outstanding203,554 203,009 203,480 202,903 
   
INCOME PER CLASS A UNIT - DILUTED:   
Net income per Class A unit$—
 $0.95
INCOME (LOSS) PER CLASS A UNIT - DILUTED:INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unitNet income (loss) per Class A unit$0.28 $1.69 $(0.76)$15.18 
Weighted average units outstanding203,516
 203,344
Weighted average units outstanding203,554 203,550 203,480 203,416 
See notes to consolidated financial statements (unaudited).

16

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

(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Net (loss) income$(104,503) $213,044
Other comprehensive (loss) income:   
Reduction in value of interest rate swaps(45,477) (17,029)
Other comprehensive income (loss) of nonconsolidated subsidiaries8
 (985)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary—
 (2,311)
Comprehensive (loss) income(149,972) 192,719
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries122,387
 (6,820)
Comprehensive (loss) income attributable to Vornado Realty L.P.$(27,585) $185,899
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Net income (loss)$68,736 $363,849 $(253,119)$3,173,586 
Other comprehensive (loss) income:
Other comprehensive (loss) income of nonconsolidated subsidiaries(15,634)11 (15,626)(949)
Increase (reduction) in value of interest rate swaps and other7,926 (9,954)(37,473)(55,495)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary0 0 0 (2,311)
Comprehensive income (loss)61,028 353,906 (306,218)3,114,831 
Less comprehensive (income) loss attributable to noncontrolling interests in
consolidated subsidiaries		848 (5,774)141,003 (34,045)
Comprehensive income (loss) attributable to Vornado Realty L.P.$61,876 $348,132 $(165,215)$3,080,786 
See notes to consolidated financial statements (unaudited).

17

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

(Amounts in thousands, except per unit amounts)(Amounts in thousands, except per unit amounts)       
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  (Amounts in thousands, except per unit amounts)Non-controlling Interests in Consolidated Subsidiaries
 Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 Total EquityPreferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Accumulated Other Comprehensive LossTotal Equity
 Units Amount Units Amount 
Accumulated
Other
Comprehensive
(Loss) Income
Non-
controlling
Interests in
Consolidated
Subsidiaries
UnitsAmountUnitsAmountNon-controlling Interests in Consolidated Subsidiaries
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,835,315
 $(1,954,266) $(40,233)$578,948
$7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 (16,064) —
—
(16,064)
For the Three Months Ended
September 30, 2020:		For the Three Months Ended
September 30, 2020:
Balance as of June 30, 2020Balance as of June 30, 202036,794 $891,164 191,151 $8,103,399 $(2,415,500)$(82,646)$432,492 $6,928,909 
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 17,884
 —
 —
 17,884
Net income attributable to Vornado Realty L.P.— — — — 69,584 — — 69,584 
Net income attributable to redeemable partnership units —
 —
 —
 —
 (390) —
 —
 (390)Net income attributable to redeemable partnership units— — — — (3,884)— — (3,884)
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (122,387) (122,387)
Distributions to Vornado
($0.66 per unit)
 —
 —
 —
 —
 (126,106) —
 —
 (126,106)
Net loss attributable to nonredeemable
noncontrolling interests in consolidated
subsidiaries		Net loss attributable to nonredeemable
noncontrolling interests in consolidated
subsidiaries		— — — — — — (1,019)(1,019)
Distributions to Vornado
($0.53 per unit)
Distributions to Vornado
($0.53 per unit)
— — — — (101,311)— — (101,311)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (12,531) —
 —
 (12,531)Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)— — — — (12,530)— — (12,530)
Class A units issued to Vornado:                Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value —
 —
 27
 1,640
 —
 —
 —
 1,640
Upon redemption of redeemable Class A units, at redemption value— — 100 3,586 — — — 3,586 
Under Vornado's employees' share option plan —
 —
 69
 3,517
 —
 —
 —
 3,517
Under Vornado's dividend reinvestment plan —
 —
 21
 1,382
 —
 —
 —
 1,382
Under Vornado's dividend reinvestment plan— — 9 300 — — — 300 
Contributions:               

Real estate fund investments —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 1,397
 1,397
ContributionsContributions— — — — — — 358 358 
Distributions —
 —
 —
 —
 —
 —
 (5,235) (5,235)Distributions— — — — — — (14,987)(14,987)
Conversion of Series A preferred units to Class A units —
 (3) —
 3
 —
 —
 —
 —
Conversion of Series A preferred units to Class A units(1)(7)0 7 — — — 0 
Deferred compensation units and options —
 —
 13
 298
 (137) —
 —
 161
Deferred compensation units and options— — 0 304 — — — 304 
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (45,477) —
 (45,477)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 10,824
 —
 —
 —
 10,824
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 267,170
 —
 —
 —
 267,170
Other comprehensive loss of nonconsolidated subsidiariesOther comprehensive loss of nonconsolidated subsidiaries— — — — — (15,634)— (15,634)
Increase in value of interest rate swapsIncrease in value of interest rate swaps— — — — — 7,926 — 7,926 
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment— — — 23,557 — — — 23,557 
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 2,983
 —
 2,983
Redeemable partnership units' share of above adjustments— — — — — 520 — 520 
Other —
 —
 —
 (2) (2) —
 73
 69
Other— (1)1 — 6 — 1 6 
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $8,120,147
 $(2,091,612) $(82,719) $456,185
 $7,293,212
Balance as of September 30, 2020Balance as of September 30, 202036,793 $891,156 191,261 $8,131,153 $(2,463,635)$(89,834)$416,845 $6,885,685 
See notes to consolidated financial statements (unaudited).












18

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


(Amounts in thousands, except per unit amounts)(Amounts in thousands, except per unit amounts)       
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  (Amounts in thousands, except per unit amounts)Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Non-
controlling
Interests in
Consolidated
Subsidiaries
 Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 Total EquityPreferred UnitsClass A Units
Owned by Vornado		Total Equity
 Units Amount Units Amount 
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests in
Consolidated
Subsidiaries
UnitsAmountUnitsAmountEarnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Non-
controlling
Interests in
Consolidated
Subsidiaries
Balance as of December 31, 2018 36,800
 $891,294
 190,535
 $7,733,457
 $(4,167,184) $7,664
$642,652
$5,107,883
For the Three Months Ended
September 30, 2019:		For the Three Months Ended
September 30, 2019:
Balance as of June 30, 2019Balance as of June 30, 201936,797 $891,256 190,813 $7,853,359 $(1,845,995)$(38,066)$635,590 $7,496,144 
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 206,224
 —
 —
 206,224
Net income attributable to Vornado Realty L.P.— — — — 358,075 — — 358,075 
Net income attributable to redeemable partnership units —
 —
 —
 —
 (12,202) —
 —
 (12,202)Net income attributable to redeemable partnership units— — — — (22,637)— — (22,637)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 6,820
 6,820
Net income attributable to noncontrolling interests in consolidated subsidiaries— — — — — — 5,774 5,774 
Distributions to Vornado
($0.66 per unit)
 —
 —
 —
 —
 (125,876) —
 —
 (125,876)
Distributions to Vornado
($0.66 per unit)
— — — — (125,947)— — (125,947)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (12,534) —
 —
 (12,534)Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)— — — — (12,532)— — (12,532)
Class A units issued to Vornado:                
Class A Units issued to Vornado:Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value —
 —
 48
 3,181
 —
 —
 —
 3,181
Upon redemption of redeemable Class A units, at redemption value— — 31 1,999 — — — 1,999 
Under Vornado's employees' share option plan —
 —
 162
 1,171
 (8,692) —
 —
 (7,521)
Under Vornado's dividend reinvestment plan —
 —
 5
 340
 —
 —
 —
 340
Under Vornado's dividend reinvestment plan— — 6 357 — — — 357 
Contributions:                
ContributionsContributions— — — — — — 908 908 
Distributions:Distributions:
Real estate fund investments —
 —
 —
 —
 —
 —
 3,384
 3,384
Real estate fund investments— — — — — — (6)(6)
Other —
 —
 —
 —
 —
 —
 1,810
 1,810
Other— — — — — — (7,086)(7,086)
Distributions —
 —
 —
 —
 —
 —
 (7,764) (7,764)
Conversion of Series A preferred units to Class A units (1) (31) 2
 31
 —
 —
 —
 —
Deferred compensation units and options —
 —
 9
 297
 —
 —
 —
 297
Deferred compensation units and options— — — 266 — — — 266 
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (985) —
 (985)
Other comprehensive income of nonconsolidated subsidiariesOther comprehensive income of nonconsolidated subsidiaries— — — — — 11 — 11 
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (17,029) —
 (17,029)Reduction in value of interest rate swaps— — — — — (9,953)— (9,953)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 (65,818) —
 —
 —
 (65,818)
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment— — — 24,228 — — — 24,228 
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 1,276
 —
 1,276
Redeemable partnership units' share of above adjustments— — — — — 650 — 650 
Other (1) —
 —
 —
 (1) —
 (2) (3)Other— — — 1 1 (1)4 5 
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,684,379
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Balance as of September 30, 2019Balance as of September 30, 201936,797 $891,256 190,850 $7,880,210 $(1,649,035)$(47,359)$635,184 $7,710,256 
See notes to consolidated financial statements (unaudited).
19


VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)

(Amounts in thousands, except per unit amounts)Accumulated
Other
Comprehensive
Loss		Non-
controlling
Interests in
Consolidated
Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Nine Months Ended
September 30, 2020:
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
    (see Note 4)
— — — — (16,064)— — (16,064)
Net loss attributable to Vornado Realty L.P.— — — — (112,116)— — (112,116)
Net loss attributable to redeemable partnership
units		— — — — 10,090 — — 10,090 
Net loss attributable to nonredeemable
noncontrolling interests in consolidated
subsidiaries		— — — — — — (141,310)(141,310)
Distributions to Vornado
($1.85 per unit)
— — — — (353,558)— — (353,558)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)— — — — (37,591)— — (37,591)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 149 6,050 — — — 6,050 
Under Vornado's employees' share option plan— — 69 3,517 — — — 3,517 
Under Vornado's dividend reinvestment plan— — 40 2,050 — — — 2,050 
Contributions:
Real estate fund investments— — — — — — 3,389 3,389 
Other— — — — — — 2,837 2,837 
Distributions— — — — — — (25,517)(25,517)
Conversion of Series A preferred units to Class A units(3)(57)4 57 — — — 0 
Deferred compensation units and options— — 13 906 (137)— — 769 
Other comprehensive loss of nonconsolidated
subsidiaries		— — — — — (15,626)— (15,626)
Reduction in value of interest rate swaps— — — — — (37,473)— (37,473)
Unearned 2017 Out-Performance Plan awards acceleration— — — 10,824 — — — 10,824 
Redeemable Class A unit measurement adjustment— — — 272,436 — — — 272,436 
Redeemable partnership units' share of above adjustments— — — — — 3,498 — 3,498 
Other— (1)— (2)7 — (1,502)(1,498)
Balance as of September 30, 202036,793 $891,156 191,261 $8,131,153 $(2,463,635)$(89,834)$416,845 $6,885,685 
See notes to consolidated financial statements (unaudited).
20

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

(Amounts in thousands, except per unit amounts)Accumulated
Other
Comprehensive
Income (Loss)		Non-
controlling
Interests in
Consolidated
Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total
Equity
UnitsAmountUnitsAmount
For the Nine Months Ended
September 30, 2019:
Balance as of December 31, 201836,800 $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.— — — — 3,139,541 — — 3,139,541 
Net income attributable to redeemable partnership units— — — — (197,354)— — (197,354)
Net income attributable to noncontrolling interests in consolidated subsidiaries— — — — — — 34,045 34,045 
Distributions to Vornado
($1.98 per unit)
— — — — (377,750)— — (377,750)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)— — — — (37,598)— — (37,598)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 123 8,128 — — — 8,128 
Under Vornado's employees' share option plan— — 165 1,345 (8,692)— — (7,347)
Under Vornado's dividend reinvestment plan— — 16 1,058 — — — 1,058 
Contributions:
Real estate fund investments— — — — — — 3,384 3,384 
Other— — — — — — 5,839 5,839 
Distributions:
Real estate fund investments— — — — — — (6)(6)
Other— — — — — — (39,290)(39,290)
Preferred unit issuance(2)(38)3 38 — — — 0 
Deferred compensation units and options— — 8 829 — — — 829 
Amount reclassified related to a nonconsolidated subsidiary— — — — — (2,311)— (2,311)
Other comprehensive loss of nonconsolidated subsidiaries— — — — — (949)— (949)
Reduction in value of interest rate swaps— — — — — (55,497)— (55,497)
Unearned 2016 Out-Performance Plan awards acceleration— — — 11,720 — — — 11,720 
Redeemable Class A unit measurement adjustment— — — 123,635 — — — 123,635 
Redeemable partnership units' share of above adjustments— — — — — 3,732 — 3,732 
Deconsolidation of partially owned entity— — — — — — (11,441)(11,441)
Other(1)— — — 2 2 1 5 
Balance as of September 30, 201936,797 $891,256 190,850 $7,880,210 $(1,649,035)$(47,359)$635,184 $7,710,256 
See notes to consolidated financial statements (unaudited).
21

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

(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities:   
Net (loss) income$(104,503) $213,044
Adjustments to reconcile net (loss) income to net cash provided by operating activities:   
Net unrealized loss (gain) on real estate fund investments183,520
 (100)
Depreciation and amortization (including amortization of deferred financing costs)96,913
 123,135
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)
Distributions of income from partially owned entities48,568
 14,316
Stock-based compensation expense25,765
 31,654
Equity in net income of partially owned entities(19,103) (7,320)
Straight-lining of rents10,165
 1,140
Credit losses on loans receivable7,261
 —
Decrease (increase) in fair value of marketable securities4,938
 (461)
Amortization of below-market leases, net(4,206) (6,525)
Other non-cash adjustments4,156
 1,639
Changes in operating assets and liabilities:   
Real estate fund investments(6,000) (4,000)
Tenant and other receivables, net(20,938) (835)
Prepaid assets(91,878) (82,862)
Other assets(8,051) (6,044)
Accounts payable and accrued expenses(7,659) 10,426
Other liabilities1,089
 (2,795)
Net cash provided by operating activities51,448
 64,118
    
Cash Flows from Investing Activities:   
Proceeds from sale of condominium units at 220 Central Park South191,216
 425,484
Development costs and construction in progress(169,845) (143,302)
Moynihan Train Hall expenditures(98,794) (123,533)
Additions to real estate(49,251) (55,759)
Proceeds from sales of marketable securities28,375
 167,755
Investments in partially owned entities(2,130) (918)
Distributions of capital from partially owned entities1,090
 24,851
Proceeds from sale of real estate and related investments—
 108,512
Proceeds from repayments of loans receivable—
 204
Net cash (used in) provided by investing activities(99,339) 403,294

(Amounts in thousands)For the Nine Months Ended September 30,
20202019
Cash Flows from Operating Activities:
Net (loss) income$(253,119)$3,173,586 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in net loss (income) of partially owned entities353,679 (56,139)
Net gains on disposition of wholly owned and partially owned assets(338,862)(641,664)
Depreciation and amortization (including amortization of deferred financing costs)305,905 341,951 
Net unrealized loss on real estate fund investments225,412 16,162 
Distributions of income from partially owned entities132,850 66,252 
Non-cash (gain on extinguishment of 608 Fifth Avenue lease liability) impairment loss on 608 Fifth Avenue right-of-use asset(70,260)75,220 
Write-off of lease receivables deemed uncollectible60,766 16,488 
Stock-based compensation expense39,638 48,045 
Straight-lining of rents20,021 8,446 
Credit losses on loans receivable13,369 0 
Amortization of below-market leases, net(13,054)(15,561)
Decrease in fair value of marketable securities4,938 3,095 
Net gain on transfer to Fifth Avenue and Times Square JV0 (2,571,099)
Real estate impairment losses0 26,140 
Prepayment penalty on redemption of senior unsecured notes due 20220 22,058 
Other non-cash adjustments7,544 3,406 
Changes in operating assets and liabilities:
Real estate fund investments(6,502)(4,000)
Tenant and other receivables, net(27,093)(28,110)
Prepaid assets(215,645)(74,502)
Other assets(41,328)(10,195)
Accounts payable and accrued expenses(4,058)1,496 
Other liabilities(2,841)(3,104)
Net cash provided by operating activities191,360 397,971 
Cash Flows from Investing Activities:
Proceeds from sale of condominium units at 220 Central Park South939,292 1,039,493 
Development costs and construction in progress(448,167)(448,281)
Moynihan Train Hall expenditures(277,128)(352,211)
Additions to real estate(112,906)(189,579)
Proceeds from sales of marketable securities28,375 168,314 
Investments in partially owned entities(6,156)(16,480)
Distributions of capital from partially owned entities1,090 24,880 
Acquisitions of real estate and other(985)(3,260)
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)0 1,248,743 
Proceeds from redemption of 640 Fifth Avenue preferred equity0 500,000 
Proceeds from sale of real estate and related investments0 255,534 
Proceeds from repayments of loans receivable0 1,395 
Net cash provided by investing activities123,415 2,228,548 
See notes to consolidated financial statements (unaudited).


22

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

(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Nine Months Ended September 30,
2020 201920202019
Cash Flows from Financing Activities:   Cash Flows from Financing Activities:
Distributions to VornadoDistributions to Vornado$(725,938)$(377,750)
Proceeds from borrowings$553,062
 $456,741
Proceeds from borrowings555,918 1,107,852 
Distributions to Vornado(498,486) (125,876)
Repayments of borrowingsRepayments of borrowings(514,493)(2,635,028)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
Moynihan Train Hall reimbursement from Empire State Development277,128 352,211 
Contributions from noncontrolling interests in consolidated subsidiariesContributions from noncontrolling interests in consolidated subsidiaries98,626 9,223 
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(40,045) (16,252)Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(76,759)(65,084)
Distributions to preferred unitholders(12,531) (12,534)Distributions to preferred unitholders(50,123)(37,598)
Proceeds received from exercise of Vornado stock options and other4,899
 1,511
Proceeds received from exercise of Vornado stock options and other5,567 2,403 
Contributions from noncontrolling interests in consolidated subsidiaries4,786
 5,194
Repayments of borrowings(2,150) (686,555)
Debt issuance costsDebt issuance costs(1,357)(15,328)
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(137) (8,692)Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(137)(8,692)
Debt issuance costs(124) (10,860)
Purchase of marketable securities in connection with defeasance of mortgage payablePurchase of marketable securities in connection with defeasance of mortgage payable0 (407,126)
Prepayment penalty on redemption of senior unsecured notes due 2022Prepayment penalty on redemption of senior unsecured notes due 20220 (22,058)
Redemption of preferred units—
 (893)Redemption of preferred units0 (893)
Net cash provided by (used in) financing activities108,068
 (274,683)
Net increase in cash and cash equivalents and restricted cash60,177
 192,729
Net cash used in financing activitiesNet cash used in financing activities(431,568)(2,097,868)
Net (decrease) increase in cash and cash equivalents and restricted cashNet (decrease) increase in cash and cash equivalents and restricted cash(116,793)528,651 
Cash and cash equivalents and restricted cash at beginning of period1,607,131
 716,905
Cash and cash equivalents and restricted cash at beginning of period1,607,131 716,905 
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
Cash and cash equivalents and restricted cash at end of period$1,490,338 $1,245,556 
   
Reconciliation of Cash and Cash Equivalents and Restricted Cash:   Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,515,012
 $570,916
Cash and cash equivalents at beginning of period$1,515,012 $570,916 
Restricted cash at beginning of period92,119
 145,989
Restricted cash at beginning of period92,119 145,989 
Cash and cash equivalents and restricted cash at beginning of period$1,607,131
 $716,905
Cash and cash equivalents and restricted cash at beginning of period$1,607,131 $716,905 
   
Cash and cash equivalents at end of period$1,586,738
 $307,047
Cash and cash equivalents at end of period$1,411,047 $1,132,491 
Restricted cash at end of period80,570
 593,759
Restricted cash at end of period79,291 113,065 
Restricted cash included in "assets held for sale" at end of period—
 8,828
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
Cash and cash equivalents and restricted cash at end of period$1,490,338 $1,245,556 
   
Supplemental Disclosure of Cash Flow Information:   Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $11,913 and $21,371$53,997
 $85,796
Cash payments for interest, excluding capitalized interest of $30,649 and $55,186Cash payments for interest, excluding capitalized interest of $30,649 and $55,186$164,752 $227,310 
Cash payments for income taxes$6,089
 $8,741
Cash payments for income taxes$14,252 $47,345 
   
Non-Cash Investing and Financing Activities:   Non-Cash Investing and Financing Activities:
Adjustments to carry redeemable Class A units at redemption value$267,170
 $(65,818)
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		106,479
 395,893
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		$370,850 $825,520 
Redeemable Class A unit measurement adjustmentRedeemable Class A unit measurement adjustment272,436 123,635 
Accrued capital expenditures included in accounts payable and accrued expenses65,926
 77,115
Accrued capital expenditures included in accounts payable and accrued expenses118,672 117,205 
Write-off of fully depreciated assets(45,115) (58,309)Write-off of fully depreciated assets(111,863)(113,261)
Reclassification of assets and related liabilities held for sale:—
 —
Assets held for sale—
 3,027,058
Liabilities related to assets held for sale—
 1,097,350
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:Investments received in exchange for transfer to Fifth Avenue and Times Square JV:
Preferred equityPreferred equity0 2,327,750 
Common equityCommon equity0 1,449,495 
Lease liabilities arising from the recognition of right-of-use assets—
 526,866
Lease liabilities arising from the recognition of right-of-use assets0 526,866 
Marketable securities transferred in connection with the defeasance of mortgage payableMarketable securities transferred in connection with the defeasance of mortgage payable0 (407,126)
Defeasance of mortgage payableDefeasance of mortgage payable0 390,000 
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares—
 54,962
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares0 54,962 
See notes to consolidated financial statements (unaudited).


23

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


1.    Organization

1.
Organization
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.7% of the common limited partnership interest in the Operating Partnership as of March 31,September 30, 2020. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
2.
COVID-19 Pandemic
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential"2.    COVID-19 Pandemic
Our business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread.spread of the virus. Some of the effects on us include the following:
•
With the exception of grocery stores and other "essential" businesses, substantially allmany of our retail tenants have closed their stores in March 2020 and many are seeking rent relief.began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020.
•While our office buildings remain open, substantially allmany of our office tenants are working remotely.
•We have temporarily closed the Hotel Pennsylvania. In connection with the closure, we accrued $9,246,000 of severance for furloughed Hotel Pennsylvania union employees and recognized a corresponding $3,145,000 income tax benefit for the three and nine months ended September 30, 2020.
•We have postponedcancelled trade shows at theMART for the remainder of 2020.
•Because certain of our development projects arewere deemed "non-essential," they have beenwere temporarily paused in March 2020 due to New York State executive orders.orders and resumed once New York City entered phase one of its state mandated reopening plan on June 8, 2020.
Closings on the sale•As of condominium units at 220 Central Park South have continued. During April 30, 2020, we closedplaced1,803 employees on furlough, which included 1,293 employees of Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the saleHotel Pennsylvania and 96 corporate staff employees. As of 4 condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
•
We placed 1,803 employees on temporary furlough, including 1,293 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees.
•
Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.
•
Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially allOctober 31, 2020, 40% of the rent due for Marchfurloughed employees have returned to work.
•Effective April 1, 2020, and collected 90%our executive officers waived portions of rent due from our office tenantstheir annual base salary for the monthremainder of 2020.
•Effective April 1, 2020, and 53%each non-management member of the rent due from our retail tenantsBoard of Trustees agreed to forgo their $75,000 annual cash retainer for the monthremainder of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. 2020.
While we believe that our tenants are required to pay rent under their leases, in limited circumstances, we have implementedagreed to and willmay continue to consider temporaryagree to rent deferrals and rent abatements for certain of our tenants. We have made a policy election in accordance with the Financial Accounting Standards Board (“FASB”) Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a case-by-case basis.straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted. See Note 4 - Recently Issued Accounting Literature for additional information.
For the quarter ended September 30, 2020, we collected 93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants and 82% (85% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.
3.
Based on our assessment of the probability of rent collection of our lease receivables, we have written off $13,873,000 and $50,170,000 of receivables arising from the straight-lining of rents for the three and nine months ended September 30, 2020, respectively, including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street. Both tenants have filed for Chapter 11 bankruptcy. In addition, we have written off $12,364,000 and $21,186,000 of tenant receivables deemed uncollectible for the three and nine months ended September 30, 2020, respectively. These write-offs resulted in a reduction of lease revenues and our share of income from partially owned entities. Prospectively, revenue recognition for these tenants will be based on actual amounts received. See Note 5 - Revenue Recognition and Note 8 - Investments in Partially Owned Entities for additional information.
3.    Basis of Presentation
The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated and all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC.

24

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
3.    Basis of Presentation - continued
We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and nine months ended March 31,September 30, 2020 are not necessarily indicative of the operating results for the full year.

4.    Recently Issued Accounting Literature
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

4.
Recently Issued Accounting Literature
In June 2016, the Financial Accounting Standards Board ("FASB")FASB issued an update (“("ASU 2016-13”2016-13") Measurement of Credit Losses on Financial Instruments establishing Accounting Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses ("ASC 326"), as amended by subsequent ASUs on the topic. ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. In May 2019, the FASB issued ASU 2019-05 Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that were previously recorded at amortized cost and are within the scope of ASC Subtopic 326-20 if the instruments are eligible for the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10"). We elected to apply the fair value option on an instrument-by-instrument basis to our loans receivable. We adopted this standard effective January 1, 2020 and recorded a $16,064,000 cumulative-effect adjustment to beginning accumulated deficit to recognize credit losses on loans receivable recorded on our consolidated balance sheets. For the threenine months ended March 31,September 30, 2020, we recorded $7,261,000$13,369,000 of credit losses on our loans receivable which isare included in "interest and other investment income (loss) income,, net" on our consolidated statements of income.
In March 2020, the FASB issued an update (“("ASU 2020-04”2020-04") establishing ASC Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the threenine months ended March 31,September 30, 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC Topic 842, Leases ("ASC 842"). The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as lease modifications underwhen total cash flows resulting from the modified contract are “substantially the same or less” than the cash flows in the original contract. During the three and nine months ended September 30, 2020, in limited circumstances, we granted rent deferrals and rent abatements for certain conditions. Entities makingof our tenants. We have made a policy election in accordance with the election will continueStaff Q&A for our portfolio allowing us to recognize rental revenue on a straight-line basisnot account for qualifying concessions. Rentthe concessions as lease modifications. Accordingly, rent abatements would beare recognized as reductions to revenue“rental revenues” during the period in which they were granted. Rent deferrals would result in an increase to "tenant and other receivables" during the deferral period with no impact on rental revenue recognition. For any concessions that do not meet the guidance contained in the Q&A, the modification guidance in accordance with ASC 842 will be applied. See Note 2 - COVID-19 Pandemic for further details.
In August 2020, the FASB issued an update ("ASU 2020-06") Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas.ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2020-06 on our consolidated financial statements, but do not believe the adoption of this policy election andstandard will have not yet concludeda material impact on whether we will apply the election.our consolidated financial statements.

25


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

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


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

5.Revenue Recognition - continued
Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three and nine months ended March 31,September 30, 2020 and 2019 is set forth in Note 2122 - Segment Information.
(Amounts in thousands)For the Three Months Ended March 31, 2020 (Amounts in thousands)For the Three Months Ended September 30, 2020For the Three Months Ended September 30, 2019
Total New York Other TotalNew YorkOtherTotalNew YorkOther
Property rentals$371,174
 $298,612
 $72,562
 
Hotel Pennsylvania8,741
 8,741
 —
 
Trade shows11,303
 —
 11,303
 
Lease revenues(1)
391,218
 307,353
 83,865
 
Property rentals(1)
Property rentals(1)
$312,748 $248,328 $64,420 $381,740 $308,933 $72,807 
Hotel Pennsylvania(2)
Hotel Pennsylvania(2)
0 0 0 24,499 24,499 0 
Trade shows(3)
Trade shows(3)
0 0 0 8,104 0 8,104 
Lease revenues(4)
Lease revenues(4)
312,748 248,328 64,420 414,343 333,432 80,911 
Tenant services10,056
 7,380
 2,676
 Tenant services9,505 6,589 2,916 13,295 9,342 3,953 
Rental revenues401,274
 314,733
 86,541
 Rental revenues322,253 254,917 67,336 427,638 342,774 84,864 
BMS cleaning fees32,466
 34,429
 (1,963)
(2) 
BMS cleaning fees24,054 25,592 (1,538)(5)30,677 32,787 (2,110)(5)
Management and leasing fees2,867
 2,874
 (7) Management and leasing fees11,649 11,732 (83)3,326 3,746 (420)
Other income7,925
 3,579
 4,346
 Other income6,006 904 5,102 4,320 1,261 3,059 
Fee and other income43,258
 40,882
 2,376
 Fee and other income41,709 38,228 3,481 38,323 37,794 529 
Total revenues$444,532
 $355,615
 $88,917
 Total revenues$363,962 $293,145 $70,817 $465,961 $380,568 $85,393 
____________________
See notes below.

(Amounts in thousands)For the Three Months Ended March 31, 2019 (Amounts in thousands)For the Nine Months Ended September 30, 2020For the Nine Months Ended September 30, 2019
Total New York Other TotalNew YorkOtherTotalNew YorkOther
Property rentals$457,741
 $385,803
 $71,938
 
Hotel Pennsylvania12,609
 12,609
 —
 
Trade shows16,956
 —
 16,956
 
Lease revenues(1)
487,306
 398,412
 88,894
 
Property rentals(1)
Property rentals(1)
$992,238 $788,248 $203,990 $1,211,641 $995,661 $215,980 
Hotel Pennsylvania(2)
Hotel Pennsylvania(2)
8,741 8,741 0 62,633 62,633 0 
Trade shows(3)
Trade shows(3)
11,303 0 11,303 36,607 0 36,607 
Lease revenues(4)
Lease revenues(4)
1,012,282 796,989 215,293 1,310,881 1,058,294 252,587 
Tenant services12,571
 9,225
 3,346
 Tenant services26,439 18,310 8,129 37,933 27,904 10,029 
Rental revenues499,877
 407,637
 92,240
 Rental revenues1,038,721 815,299 223,422 1,348,814 1,086,198 262,616 
BMS cleaning fees29,785
 31,757
 (1,972)
(2) 
BMS cleaning fees77,635 82,426 (4,791)(5)93,032 99,488 (6,456)(5)
Management and leasing fees2,237
 2,251
 (14) Management and leasing fees16,353 16,307 46 10,063 10,469 (406)
Other income2,769
 1,640
 1,129
 Other income18,811 5,356 13,455 11,823 4,079 7,744 
Fee and other income34,791
 35,648
 (857) Fee and other income112,799 104,089 8,710 114,918 114,036 882 
Total revenues$534,668
 $443,285
 $91,383
 Total revenues$1,151,520 $919,388 $232,132 $1,463,732 $1,200,234 $263,498 
____________________
(1)Reduced by $22,135 and $1,106 for the three months ended September 30, 2020 and 2019, respectively, and $60,766 and $16,488 for the nine months ended September 30, 2020 and 2019, respectively, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).
(2)Closed since April 1, 2020 as a result of the pandemic.
(3)Cancelled trade shows at theMART from late March 2020 through the remainder of the year as a result of the pandemic.
(4)The components of lease revenues were as follows:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Fixed lease revenues$306,319 $351,426 $955,650 $1,159,037 
Variable lease revenues6,429 62,917 56,632 151,844 
Lease revenues$312,748 $414,343 $1,012,282 $1,310,881 
 For the Three Months Ended March 31,
 2020 2019
Fixed lease revenues$337,046
 $414,877
Variable lease revenues54,172
 72,429
Lease revenues$391,218
 $487,306

(2)Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.
(5)Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.
26

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

6.    Real Estate Fund Investments
6.
Real Estate Fund Investments
We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.
We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting. On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% (3.90% as of September 30, 2020) and provides for additional default interest of 3.00%, was scheduled to mature on July 9, 2020. We are in negotiations with the lenders and there can be no assurance as to the timing and ultimate resolution of these negotiations.
As of March 31,September 30, 2020, we had 4 real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $45,129,000, or $296,435,000$3,739,000, $338,327,000 below cost, and had remaining unfunded commitments of $29,194,000,$28,692,000, of which our share was $9,266,000. At$9,140,000. As of December 31, 2019, we hadthose 4 real estate fund investments withhad an aggregate fair value of $222,649,000.
Below is a summary of loss(loss) income from the Fund and the Crowne Plaza Joint Venture.
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Net investment income (loss)$57
 $(267)
Net unrealized (loss) gain on held investments(183,520) 100
Loss from real estate fund investments(183,463) (167)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries127,305
 (2,737)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(56,158) $(2,904)

(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended
September 30,
2020201920202019
Net unrealized loss on held investments$(14,216)$0 $(225,412)$(16,162)
Net investment income393 2,190 84 2,382 
(Loss) income from real estate fund investments(13,823)2,190 (225,328)(13,780)
Less loss (income) attributable to noncontrolling interests in consolidated
subsidiaries		11,299 (735)160,557 (8,427)
(Loss) income from real estate fund investments net of noncontrolling interests
in consolidated subsidiaries		$(2,524)$1,455 $(64,771)$(22,207)
7.    Marketable Securities
Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)
On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the threenine months ended March 31,September 30, 2020.
The table below summarizes the changes of our investment in PREIT.
(Amounts in thousands)For the Three Months Ended March 31, 2020
Balance as of December 31, 2019$33,313
Sale of marketable securities on January 23, 2020(28,375)
Decrease in fair value of marketable securities(1)
(4,938)
Balance as of March 31, 2020$—
____________________
(1)(Amounts in thousands)For the Nine Months Ended September 30, 2020
Balance as of December 31, 2019$33,313 
Sale of marketable securities on January 23, 2020(28,375)
IncludedDecrease in “interest and other investment (loss) income, net” on our consolidated statementsfair value of income (see Note 17 - marketable securitiesInterest and Other Investment (Loss) Income, Net).(1)
(4,938)
Balance as of September 30, 2020$0 
____________________
(1)Included in “interest and other investment income (loss), net” on our consolidated statements of income (see Note 18 - Interest and Other Investment Income (Loss), Net).
27

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

8.    Investments in Partially Owned Entities
8.
Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of March 31,September 30, 2020, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties.
We also own $1.828 billion of preferred equity interests in certain of the properties. All of the preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
Fifth Avenue and Times Square JV was formed in April 2019, when we contributed our interests in the Properties to the joint venture and transferred a 48.5% common interest in the joint venture to the Investors (the “Transaction”). The Transaction valued the Properties at $5.556 billion, resulting in a $2.571 billion net gain, before noncontrolling interests of $11,945,000, including a gain related to the step up in our basis of the retained portion of the assets to fair value. Subsequent to the Transaction, Manhattan street retail suffered negative market conditions and was further stressed by the COVID-19 pandemic. This has resulted in a decrease in cash flows. On June 30, 2020, we estimated that the fair value of our investment in Fifth Avenue and Times Square JV was approximately $2,955,957,000, or $306,326,000 less than the carrying amount, and concluded that the decline in the value of our investment was "other-than-temporary," resulting in the recognition of a non-cash impairment loss of $306,326,000, before noncontrolling interests of $467,000, for the three months ended June 30, 2020. On September 30, 2020, we estimated that the fair value of our investment in Fifth Avenue and Times Square JV was approximately $2,811,374,000, or $107,023,000 less than the carrying amount as of September 30, 2020 (after recognition of the June 30, 2020 impairment loss), and further concluded that the decline in the value of our investment was "other-than-temporary." Our conclusions were based on, among other factors, the significant challenges facing the retail sector and our inability to forecast a recovery over our anticipated holding period. Accordingly, we recognized a non-cash impairment loss of $107,023,000, before noncontrolling interests of $3,822,000, for the three months ended September 30, 2020 and $413,349,000, before noncontrolling interests of $4,289,000, for the nine months ended September 30, 2020. In determining the fair value of our investment, we considered, among other inputs, a discounted cash flow analysis based upon market conditions and expectations of growth. The impairment losses are included in “(loss) income from partially owned entities” on our consolidated statements of income for the three and nine months ended September 30, 2020.
We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements. During the three months ended March 31, 2020, weWe recognized $1,032,000 of property management fee income, which is included in "fee and other income" on our consolidated statements of income.income, of $1,219,000 and $1,104,000 for the three months ended September 30, 2020 and 2019, respectively, and $2,880,000 and $1,934,000 for the nine months ended September 30, 2020 and 2019, respectively.
BMS, our wholly-owned subsidiary, supervises cleaning, security and engineering services at certain of the Properties. During the three months ended March 31, 2020, weWe recognized $1,025,000 of income for these services, which is included in "fee and other income" on our consolidated statements of income.income, of $792,000 and $1,161,000 for the three months ended September 30, 2020 and 2019, respectively, and $2,565,000 and $1,952,000 for the nine months ended September 30, 2020 and 2019, respectively.
Below is a summary of the latest available financial information for the Fifth Avenue and Times Square JV, which was entered into on April 18, 2019.JV.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Income statement:
Revenues$80,627 $85,294 $227,413 $158,182 
Net income6,750 18,669 16,839 40,135 
Net (loss) income attributable to Fifth Avenue and Times Square JV (after allocation to our preferred equity interests)(13,008)(1,559)(41,412)2,520 
(Amounts in thousands) 
Income statement for the three months ended March 31, 2020: 
Revenues$80,475
Net income9,978
Net loss attributable to Fifth Avenue and Times Square JV (after allocation to our preferred equity interests)(9,071)
28

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
8.    Investments in Partially Owned Entities - continued
Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)
As of March 31,September 30, 2020, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.
As of March 31,September 30, 2020, the market value ("fair value" pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s March 31,September 30, 2020 closing share price of $275.95,$245.22, was $456,440,000,405,611,000, or $363,673,000$321,077,000 in excess of the carrying amount on our consolidated balance sheet. As of March 31,September 30, 2020, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceedsexceeded our share of the equity in the net assets of Alexander’s by approximately $38,791,000.$38,511,000. 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.
On September 14, 2020, Alexander's amended and extended the $350,000,000 mortgage loan on the retail condominium of 731 Lexington Avenue. Under the terms of the agreement, Alexander's paid down the loan by $50,000,000 to $300,000,000, extended the maturity date to August 2025 and guaranteed the interest payments and certain leasing costs. The principal of the loan is non-recourse to Alexander's. The interest-only loan remains at the same rate, LIBOR plus 1.40% (1.56% as of September 30, 2020).
On October 23, 2020, Alexander's completed a $94,000,000 financing of The Alexander, a 312-unit residential building that is part of Alexander's residential and retail complex located in Rego Park, Queens, New York. The interest-only loan has a fixed rate of 2.63% and matures in November 2027.
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)Percentage Ownership at September 30, 2020Balance as of
September 30, 2020December 31, 2019
Investments:
Fifth Avenue and Times Square JV51.5%$2,811,374 $3,291,231 
Partially owned office buildings/land(1)
Various467,498 464,109 
Alexander’s32.4%84,534 98,543 
Other investments(2)
Various140,922 145,282 
$3,504,328 $3,999,165 
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street53.0%$(54,096)$(54,004)
85 Tenth Avenue49.9%(11,142)(6,186)
$(65,238)$(60,190)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
(3)Our negative basis results from distributions in excess of our investment.
29

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

8.    Investments in Partially Owned Entities - continued
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)Percentage Ownership at
March 31, 2020		 Balance as of
  March 31, 2020 December 31, 2019
Investments:     
Fifth Avenue and Times Square JV51.5% $3,272,854
 $3,291,231
Partially owned office buildings/land(1)
Various 460,885
 464,109
Alexander’s32.4% 92,767
 98,543
Other investments(2)
Various 144,285
 145,282
   $3,970,791
 $3,999,165
      
Investments in partially owned entities included in other liabilities(3):
     
7 West 34th Street53.0% $(53,951) $(54,004)
85 Tenth Avenue49.9% (7,366) (6,186)
   $(61,317) $(60,190)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street and others.
(3)Our negative basis results from distributions in excess of our investment.
Below is a schedule of (loss) income from partially owned entities.
(Amounts in thousands)Percentage
Ownership at
March 31, 2020		 For the Three Months Ended March 31,(Amounts in thousands)Percentage Ownership at September 30, 2020For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020 20192020201920202019
Our share of net income:     
Fifth Avenue and Times Square JV (see page 25 for details)(1):
    
Our share of net (loss) income: Our share of net (loss) income:
Fifth Avenue and Times Square JV (see page 28 for details)(1):
Fifth Avenue and Times Square JV (see page 28 for details)(1):
Non-cash impairment lossNon-cash impairment loss$(107,023)$0 $(413,349)$0 
Return on preferred equity, net of our share of the expenseReturn on preferred equity, net of our share of the expense9,430 9,545 27,926 18,131 
Equity in net income51.5% $5,496
 $—
Equity in net income51.5%7,694 9,891 13,631 (2)21,108 
Return on preferred equity, net of our share of the expense 9,166
 —
 14,662
 —
(89,899)19,436 (371,792)39,239 
Alexander's (see page 25 for details):    
Equity in net income32.4% 1,416
 5,717
Alexander's (see page 29 for details):Alexander's (see page 29 for details):
Equity in net income(3)
Equity in net income(3)
32.4%2,075 5,393 7,420 14,707 
Management, leasing and development fees 1,260
 1,057
Management, leasing and development fees1,296 1,299 3,778 3,478 
 2,676
 6,774
3,371 6,692 11,198 18,185 
    
Partially owned office buildings(2)(4)
Various 1,322
 106
Various6,418 (186)8,550 (1,531)
    
Other investments(3)(5)
Various 443
 440
Various(799)4 (1,635)246 
    
 $19,103
 $7,320
$(80,909)$25,946 $(353,679)$56,139 
____________________
(1)Entered into on April 18, 2019.
(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.
(3)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Urban Edge Properties (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.
(1)Entered into on April 18, 2019.
9.220 Central Park South ("220 CPS")
(2)Includes a $10,047 reduction in income related to a Forever 21 lease modification at 1540 Broadway and $2,997 of write-offs of lease receivables deemed uncollectible during 2020.
(3)The three and nine months ended September 30, 2020 include $3,139 and $4,846, respectively, of our share of write-offs of lease receivables deemed uncollectible.
(4)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(5)Includes interests in Independence Plaza, Rosslyn Plaza, Urban Edge Properties (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.
9.    220 Central Park South ("220 CPS")
We are completing construction of a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.450 billion, of which $1.395$1.436 billion has been expended as of March 31,September 30, 2020.
During the three months ended March 31,September 30, 2020, we closed on the sale of 719 condominium units at 220 CPS for net proceeds aggregating $191,216,000of $591,104,000 resulting in a financial statement net gain of $68,589,000$214,578,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $8,678,000$27,669,000 of income tax expense was recognized on our consolidated statements of income. During the nine months ended September 30, 2020, we closed on the sale of 30 condominium units at 220 CPS for net proceeds of $939,292,000 resulting in a financial statement net gain of $338,862,000. In connection with these sales, $43,037,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31,September 30, 2020, we have closed on the sale of 7295 units for aggregate net proceeds of $2,011,348,000.
$2,759,424,000 resulting in financial statement net gains of $1,024,479,000.
30

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

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

(Amounts in thousands)Balance as of
September 30, 2020December 31, 2019
Identified intangible assets:
Gross amount$121,313 $129,552 
Accumulated amortization(95,567)(98,587)
Total, net$25,746 $30,965 
Identified intangible liabilities (included in deferred revenue):
Gross amount$292,730 $316,119 
Accumulated amortization(252,554)(262,580)
Total, net$40,176 $53,539 
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $4,206,000$3,648,000 and $6,525,000$4,393,000 for the three months ended March 31,September 30, 2020 and 2019, respectively, and $13,054,000 and $15,561,000 for the nine months ended September 30, 2020 and 2019, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2021 is as follows:
(Amounts in thousands) 
2021$11,087
20229,061
20236,531
20242,787
20251,233

(Amounts in thousands)
2021$10,909 
20229,366 
20236,837 
20243,092 
20251,539 
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $1,727,000$1,838,000 and $3,545,000$1,597,000 for the three months ended March 31,September 30, 2020 and 2019, respectively, and $4,919,000 and $7,077,000 for the nine months ended September 30, 2020 and 2019, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases for each of the five succeeding years commencing January 1, 2021 is as follows:
(Amounts in thousands)
2021$4,327 
20223,789 
20233,703 
20243,089 
20252,173 
(Amounts in thousands) 
2021$5,251
20223,538
20233,452
20242,838
20251,921
31


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

11.
11.    Debt
Unsecured Term Loan
On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94%(1.15% as of March 31,September 30, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.
On August 12, 2020, we amended the $700,000,000 mortgage loan on 770 Broadway, a 1.2 million square foot Manhattan office building, to extend the term one year through March 2022.
On October 15, 2020, we completed a $500,000,000 refinancing of PENN11, a 1.2 million square foot Manhattan office building. The interest-only loan carries a rate of LIBOR plus 2.75% (currently 2.90%) and matures in October 2023, with 2 one-year extension options. The loan replaces the previous $450,000,000 loan that bore interest at a fixed rate of 3.95% and was scheduled to mature in December 2020.
On November 2, 2020, we repaid the $52,476,000 mortgage loan on our land under a portion of the Borgata Hotel and Casino complex. The 10-year fixed rate amortizing loan bore interest at 5.14% and was scheduled to mature in February 2021.
The following is a summary of our debt:
(Amounts in thousands)Weighted Average Interest Rate at September 30, 2020Balance as of
September 30, 2020December 31, 2019
Mortgages Payable:
Fixed rate3.69%$3,886,714 $4,601,516 
Variable rate1.81%1,774,418 1,068,500 
Total3.10%5,661,132 5,670,016 
Deferred financing costs, net and other(21,981)(30,119)
Total, net$5,639,151 $5,639,897 
Unsecured Debt:
Senior unsecured notes3.50%$450,000 $450,000 
Deferred financing costs, net and other(3,518)(4,128)
Senior unsecured notes, net446,482 445,872 
Unsecured term loan3.70%800,000 750,000 
Deferred financing costs, net and other(3,501)(4,160)
Unsecured term loan, net796,499 745,840 
Unsecured revolving credit facilities1.05%575,000 575,000 
Total, net$1,817,981 $1,766,712 
(Amounts in thousands)Weighted Average Interest Rate at
March 31, 2020		 Balance as of
  March 31, 2020 December 31, 2019
Mortgages Payable:     
Fixed rate3.52% $4,599,366
 $4,601,516
Variable rate2.89% 1,071,562
 1,068,500
Total3.40% 5,670,928
 5,670,016
Deferred financing costs, net and other  (27,221) (30,119)
Total, net  $5,643,707
 $5,639,897
      
Unsecured Debt:     
Senior unsecured notes3.50% $450,000
 $450,000
Deferred financing costs, net and other  (3,924) (4,128)
Senior unsecured notes, net  446,076
 445,872
      
Unsecured term loan3.75% 800,000
 750,000
Deferred financing costs, net and other  (4,026) (4,160)
Unsecured term loan, net  795,974
 745,840
      
Unsecured revolving credit facilities1.78% 1,075,000
 575,000
      
Total, net  $2,317,050
 $1,766,712
32



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

12.    Redeemable Noncontrolling Interests
12.
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 period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.
Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Beginning balance$888,915
 $783,562
Net income390
 12,202
Other comprehensive loss(2,983) (1,276)
Distributions(8,898) (8,488)
Redemption of Class A units for Vornado common shares, at redemption value(1,640) (3,181)
Adjustments to carry redeemable Class A units at redemption value(267,170) 65,818
Other, net15,185
 18,448
Ending balance$623,799
 $867,085

(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Beginning balance$624,804 $862,062 $888,915 $783,562 
Net income (loss)3,884 22,637 (10,090)197,354 
Other comprehensive loss(520)(650)(3,498)(3,732)
Distributions(7,332)(8,852)(25,330)(25,788)
Redemption of Class A units for Vornado common shares, at redemption value(3,586)(1,999)(6,050)(8,128)
Redeemable Class A unit measurement adjustment(23,557)(24,228)(272,436)(123,635)
Other, net5,776 5,363 27,958 34,700 
Ending balance$599,469 $854,333 $599,469 $854,333 
As of March 31,September 30, 2020 and December 31, 2019, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $619,264,000$460,831,000 and $884,380,000, respectively.respectively, based on Vornado's quarter-end closing common share price.
Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $49,938,000$49,947,000 and $50,561,000 as of March 31,September 30, 2020 and December 31, 2019, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.
Redeemable Noncontrolling Interest in a Consolidated Subsidiary
13.
The consolidated joint venture in which we own a 95% interest (the remaining 5% is owned by the Related Companies ("Related")) is developing Farley Office and Retail (the "Project"). During the second quarter of 2020, a historic tax credit investor (the "Tax Credit Investor") funded $92,400,000 of capital contributions. The Tax Credit Investor is projected to have $142,000,000 of net capital contributed after making an estimated $185,000,000 in total contributions and receiving an estimated $43,000,000 in distributions from the joint venture, which includes amounts paid upon the potential exercise of their put option, as discussed below.
The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheet as of September 30, 2020. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three and nine months ended September 30, 2020.
Below is a table summarizing the activity of redeemable noncontrolling interest in a consolidated subsidiary.
(Amounts in thousands)For the Three Months Ended September 30, 2020For the Nine Months Ended September 30, 2020
Beginning balance$94,112 $0 
Net income171 307 
Contributions0 92,400 
Other, net(1)1,575 
Ending balance$94,282 $94,282 
33

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
13.    Shareholders' Equity/Partners' Capital
Common Shares (Vornado Realty Trust)
On December 18, 2019, Vornado's Board of Trustees declared a special dividend of $1.95 per share, or $372,380,000 in the aggregate, which was paid on January 15, 2020 to common shareholders of record on December 30, 2019 (the "Record Date").
Class A Units (Vornado Realty L.P.)
On January 15, 2020, distributions of $1.95 per unit, or $398,292,000 in the aggregate, were paid to Class A unitholders of the Operating Partnership as of the Record Date, of which $372,380,000 was distributed to Vornado, in connection with the special dividend declared on December 18, 2019 by Vornado's Board of Trustees.
The following table sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest.
(Per share/unit)For the Three Months Ended March 31,(Per share/unit)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020 20192020201920202019
Shares/Units:   Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units$0.66
 $0.66
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units$0.53 $0.66 $1.85 $1.98 
Convertible Preferred(1):
   
Convertible Preferred(1):
  
6.5% Series A: authorized 15,540 and 83,977 shares/units(2)
0.8125
 0.8125
6.5% Series A: authorized 13,402 and 83,977 shares/units(2)
6.5% Series A: authorized 13,402 and 83,977 shares/units(2)
0.8125 0.8125 2.4375 2.4375 
Cumulative Redeemable Preferred(1):
   
Cumulative Redeemable Preferred(1):
    
5.70% Series K: authorized 12,000,000 shares/units(3)
0.3563
 0.3563
5.70% Series K: authorized 12,000,000 shares/units(3)
0.3563 0.3563 1.0689 1.0689 
5.40% Series L: authorized 13,800,000 shares/units(3)
0.3375
 0.3375
5.40% Series L: authorized 13,800,000 shares/units(3)
0.3375 0.3375 1.0125 1.0125 
5.25% Series M: authorized 13,800,000 shares/units(3)
0.3281
 0.3281
5.25% Series M: authorized 13,800,000 shares/units(3)
0.3281 0.3281 0.9843 0.9843 
____________________
(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.
(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.
34

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

13.    Shareholders' Equity/Partners' Capital - continued
13.Shareholders' Equity/Partners' Capital - continued
Accumulated Other Comprehensive Loss
The following tables set forth the changes in accumulated other comprehensive loss by component.
(Amounts in thousands)Total 
Accumulated other comprehensive income (loss) of nonconsolidated
subsidiaries
 
Interest
rate swaps
 Other
For the three months ended March 31, 2020:       
Balance as of December 31, 2019$(40,233) $4
 $(36,126) $(4,111)
Other comprehensive (loss) income(42,486) 8
 (45,477) 2,983
Balance as of March 31, 2020$(82,719) $12
 $(81,603) $(1,128)
        
For the three months ended March 31, 2019:       
Balance as of December 31, 2018$7,664
 $3,253
 $11,759
 $(7,348)
Other comprehensive (loss) income(16,738) (985) (17,029) 1,276
Amount reclassified from accumulated other comprehensive loss(2,311) (2,311) —
 —
Balance as of March 31, 2019$(11,385) $(43) $(5,270) $(6,072)

(Amounts in thousands)TotalAccumulated other comprehensive income (loss) of nonconsolidated
subsidiaries		Interest
rate swaps		Other
For the Three Months Ended September 30, 2020:
Balance as of June 30, 2020$(82,646)$12 $(81,525)$(1,133)
Other comprehensive (loss) income(7,188)(15,634)7,926 520 
Balance as of September 30, 2020$(89,834)$(15,622)$(73,599)$(613)
For the Three Months Ended September 30, 2019:
Balance as of June 30, 2019$(38,066)$(18)$(33,785)$(4,263)
Other comprehensive (loss) income(9,293)11 (9,953)649 
Balance as of September 30, 2019$(47,359)$(7)$(43,738)$(3,614)
For the Nine Months Ended September 30, 2020:
Balance as of December 31, 2019$(40,233)$4 $(36,126)$(4,111)
Other comprehensive (loss) income(49,601)(15,626)(37,473)3,498 
Balance as of September 30, 2020$(89,834)$(15,622)$(73,599)$(613)
For the Nine Months Ended September 30, 2019:
Balance as of December 31, 2018$7,664 $3,253 $11,759 $(7,348)
Other comprehensive (loss) income(52,712)(949)(55,497)3,734 
Amount reclassified from accumulated other comprehensive loss(2,311)(2,311)0 0 
Balance as of September 30, 2019$(47,359)$(7)$(43,738)$(3,614)
14.Variable Interest Entities ("VIEs")
14.    Variable Interest Entities ("VIEs")
Unconsolidated VIEs
As of March 31,September 30, 2020 and December 31, 2019, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 8 – Investments in Partially Owned Entities). As of March 31,September 30, 2020 and December 31, 2019, the net carrying amount of our investments in these entities was $215,962,000$222,924,000 and $217,451,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of March 31,September 30, 2020, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,860,033,000$5,254,102,000 and $2,692,361,000,$2,962,558,000, respectively. As of December 31, 2019, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,923,656,000 and $2,646,623,000, respectively.
35
15.

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

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

15.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) loans receivable (for which we have elected the fair value option under ASC 825-10), (v) interest rate swaps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.
(Amounts in thousands)As of September 30, 2020
TotalLevel 1Level 2Level 3
Real estate fund investments$3,739 $0 $0 $3,739 
Deferred compensation plan assets ($9,703 included in restricted cash and $88,840 in other assets)98,543 59,597 0 38,946 
Loans receivable ($42,174 included in investments in partially owned entities and $5,335 in other assets)47,509 0 0 47,509 
Interest rate swaps (included in other assets)17 0 17 0 
Total assets$149,808 $59,597 $17 $90,194 
Mandatorily redeemable instruments (included in other liabilities)$49,947 $49,947 $0 $0 
Interest rate swaps (included in other liabilities)73,536 0 73,536 0 
Total liabilities$123,483 $49,947 $73,536 $0 
(Amounts in thousands)As of December 31, 2019
TotalLevel 1Level 2Level 3
Marketable securities$33,313 $33,313 $0 $0 
Real estate fund investments222,649 0 0 222,649 
Deferred compensation plan assets ($11,819 included in restricted cash and $91,954 in other assets)103,773 71,338 0 32,435 
Interest rate swaps (included in other assets)4,327 0 4,327 0 
Total assets$364,062 $104,651 $4,327 $255,084 
Mandatorily redeemable instruments (included in other liabilities)$50,561 $50,561 $0 $0 
Interest rate swaps (included in other liabilities)40,354 0 40,354 0 
Total liabilities$90,915 $50,561 $40,354 $0 
(Amounts in thousands)As of March 31, 2020
 Total Level 1 Level 2 Level 3
Real estate fund investments$45,129
 $—
 $—
 $45,129
Deferred compensation plan assets ($12,116 included in restricted cash and $78,772 in other assets)90,888
 60,320
 —
 30,568
Loans receivable ($40,547 included in investments in partially owned entities and $11,443 in other assets)51,990
 —
 —
 51,990
Interest rate swaps (included in other assets)94
 —
 94
 —
Total assets$188,101
 $60,320
 $94
 $127,687
        
Mandatorily redeemable instruments (included in other liabilities)$49,938
 $49,938
 $—
 $—
Interest rate swaps (included in other liabilities)81,601
 —
 81,601
 —
Total liabilities$131,539
 $49,938
 $81,601
 $—
        
(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
 $—


36

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
15.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments
As of March 31,September 30, 2020, we had 4 real estate fund investments with an aggregate fair value of $45,129,000, or $296,435,000$3,739,000, $338,327,000 below cost. These investments are classified as Level 3.
Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments.
 Range 
Weighted Average
(based on fair value of investments)
Unobservable Quantitative InputMarch 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019
Discount rates10.0% to 15.0% 8.2% to 12.0% 13.8% 9.3%
Terminal capitalization rates6.0% to 9.9% 4.6% to 8.2% 7.6% 5.3%


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

15.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments - continued
RangeWeighted Average
(based on fair value of investments)
Unobservable Quantitative InputSeptember 30, 2020December 31, 2019September 30, 2020December 31, 2019
Discount rates7.8% to 15.0%8.2% to 12.0%10.0%9.3%
Terminal capitalization rates5.5% to 10.1%4.6% to 8.2%10.1%5.3%
The inputs on the previous pageabove are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Beginning balance$222,649
 $318,758
Purchases/additional fundings6,000
 4,000
Net unrealized (loss) gain on held investments(183,520) 100
Ending balance$45,129
 $322,858

(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Beginning balance$17,453 $306,596 $222,649 $318,758 
Purchases/additional fundings502 0 6,502 4,000 
Net unrealized loss on held investments(14,216)0 (225,412)(16,162)
Ending balance$3,739 $306,596 $3,739 $306,596 
Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The period of time over which these underlying assets are expected to be liquidated is unknown. The third party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Beginning balance$36,172 $21,991 $32,435 $37,808 
Purchases666 5,437 7,615 8,314 
Sales0 (652)(2,832)(20,807)
Realized and unrealized gains2,116 116 925 854 
Other, net(8)285 803 1,008 
Ending balance$38,946 $27,177 $38,946 $27,177 
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Beginning balance$32,435
 $37,808
Sales(2,475) (2,114)
Purchases1,293
 908
Realized and unrealized (losses) gains(1,229) 523
Other, net544
 437
Ending balance$30,568
 $37,562
37

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
15.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Loans Receivable
Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10 as of January 1, 2020. These investments are classified as Level 3.
Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable.
March 31, 2020
RangeWeighted Average
(based on fair value of investments)
Unobservable Quantitative Input
Discount rates6.0% to 14.0%7.0%
Terminal capitalization rates5.0% to 6.0%5.1%


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

15.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Loans Receivable - continued
September 30, 2020
RangeWeighted Average
(based on fair value of investments)
Unobservable Quantitative Input
Discount rates6.0% to 6.5%6.1%
Terminal capitalization rates5.0%5.0%
The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended September 30, 2020For the Nine Months Ended September 30, 2020
Beginning balance$46,675 $59,251 
Credit losses0 (13,369)
Interest accrual834 1,627 
Ending balance$47,509 $47,509 
(Amounts in thousands)
For the Three Months
Ended March 31, 2020
Beginning balance$59,251
Credit losses(7,261)
Ending balance$51,990
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.
The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of September 30, 2020 and December 31, 2019.
(Amounts in thousands)As of September 30, 2020
Variable Rate
Hedged Item (Interest rate swaps)Fair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
Other$17 $175,000 
Included in other liabilities:
Unsecured term loan$63,437 $750,000 (1)L+1001.15%3.87%10/23
33-00 Northern Boulevard mortgage loan9,065 100,000 L+1801.96%4.14%1/25
888 Seventh Avenue mortgage loan1,034 375,000 L+1701.84%3.25%12/20
$73,536 $1,225,000 
____________________
(1)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
15.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Derivatives and Hedging - continued
(Amounts in thousands)As of December 31, 2019
Variable Rate
Hedged Item (Interest rate swaps)Fair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
770 Broadway mortgage loan$4,045 $700,000 L+1753.46%2.56%9/20
888 Seventh Avenue mortgage loan218 375,000 L+1703.44%3.25%12/20
Other64 175,000 
$4,327 $1,250,000 
Included in other liabilities:
Unsecured term loan$36,809 $750,000 L+1002.80%3.87%10/23
33-00 Northern Boulevard mortgage loan3,545 100,000 L+1803.52%4.14%1/25
$40,354 $850,000 
Fair Value Measurements on a Nonrecurring Basis
As of September 30, 2020, assets measured at fair value on a nonrecurring basis (for impairment purposes) on our consolidated balance sheet consisted of our investment in Fifth Avenue and Times Square JV. There were 0no assets measured at fair value on a nonrecurring basis on our consolidated balance sheetssheet as of March 31, 2020 and December 31, 2019.
Our estimate of the fair value of our investment in Fifth Avenue and Times Square JV was measured using a discounted cash flow analysis based upon market conditions and expectations of growth and utilized unobservable quantitative inputs, including a capitalization rate of 4.50% and discount rate of 6.25%. See Note 8 - Investments in Partially Owned Entities for details of non-cash impairment losses recognized during the three and nine months ended September 30, 2020.
(Amounts in thousands)As of September 30, 2020
TotalLevel 1Level 2Level 3
Investment in Fifth Avenue and Times Square JV$2,811,374 $0 $0 $2,811,374 
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments.
(Amounts in thousands)As of March 31, 2020 As of December 31, 2019
  
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash equivalents$1,422,502
 $1,423,000
 $1,276,815
 $1,277,000
Debt:       
 Mortgages payable$5,670,928
 $5,689,000
 $5,670,016
 $5,714,000
 Senior unsecured notes450,000
 434,000
 450,000
 468,000
 Unsecured term loan800,000
 800,000
 750,000
 750,000
 Unsecured revolving credit facilities1,075,000
 1,075,000
 575,000
 575,000
 Total$7,995,928
(1) 
$7,998,000
 $7,445,016
(1) 
$7,507,000

(Amounts in thousands)As of September 30, 2020As of December 31, 2019
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Cash equivalents$1,248,051 $1,248,000 $1,276,815 $1,277,000 
Debt:
Mortgages payable$5,661,132 $5,660,000 $5,670,016 $5,714,000 
Senior unsecured notes450,000 468,000 450,000 468,000 
Unsecured term loan800,000 800,000 750,000 750,000 
Unsecured revolving credit facilities575,000 575,000 575,000 575,000 
Total$7,486,132 (1)$7,503,000 $7,445,016 (1)$7,507,000 
____________________
(1)Excludes $35,171
(1)Excludes $29,000 and $38,407 of deferred financing costs, net and other as of March 31, 2020 and December 31, 2019, respectively.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair valuesas of derivative instrumentsSeptember 30, 2020 and hedged items, but will have no effect on cash flows.December 31, 2019, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

16.    Stock-based Compensation
15.Fair Value Measurements - continued
Derivatives and Hedging - continued
The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt.
(Amounts in thousands) As of March 31, 2020
      Variable Rate    
Hedged Item (Interest rate swaps) Fair Value Notional Amount Spread over LIBOR Interest Rate Swapped Rate Expiration Date
Included in other assets:            
Other $94
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,439
 $750,000
(1) 
L+100 1.94% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,141
 100,000
 L+180 2.81% 4.14% 1/25
888 Seventh Avenue mortgage loan 3,077
 375,000
 L+170 2.62% 3.25% 12/20
770 Broadway mortgage loan 944
 700,000
 L+175 2.76% 2.56% 9/20
  $81,601
 $1,925,000
        
____________________
(1)
Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.
16.Stock-based Compensation
We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income, was $25,765,000$6,170,000 and $31,654,000$5,871,000 for the three months ended March 31,September 30, 2020 and 2019, respectively, and $39,638,000 and $48,045,000 for the nine months ended September 30, 2020 and 2019, respectively.
2020 Outperformance Plan ("2020 OPP")
On March 30, 2020, the Compensation Committee of Vornado's Board of Trustees (the "Committee") approved the 2020 OPP, a multi-year, $35,000,000 performance-based equity compensation plan of which $32,930,000 was granted to senior executives. The fair value of the 2020 OPP granted was $11,686,000, of which $7,583,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $4,103,000 is being amortized into expense over a five-year period from the date of grant using a graded vesting attribution model.
Under the 2020 OPP, participants have the opportunity to earn compensation payable in the form of equity awards if Vornado common shares outperform a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to relative total TSR during the three-year performance period (the “Performance Period”) from March 30, 2020 to March 30, 2023 (the “Measurement Date”). Specifically, awards under the 2020 OPP may potentially be earned if Vornado (i) achieves a TSR above a benchmark weighted index (the “Index”) comprised 80% of the SNL US Office REIT Index and 20% of the SNL US Retail Index over the Performance Period (the “Relative Component”), and/or (ii) achieves a TSR greater than 21% over the Performance Period (the “Absolute Component”). The value of awards under the Relative Component and Absolute Component will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The 2 components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Component, but Vornado underperforms the Index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Component will be reduced based on the degree by which the Index exceeds Vornado’s TSR with the maximum payout being 50% under the Absolute Component. In the event awards are earned under the Relative Component, but Vornado fails to achieve a TSR of at least 2% per annum, awards earned under the Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the Measurement Period is 0% or negative. If the designated performance objectives are achieved, awards earned under the 2020 OPP will vest ratably on the Measurement Date and the first and second anniversary of the Measurement Date. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 3, 2020) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2020 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

17.    (Expense from Transaction Related Costs and Impairment Losses) and Gain from Lease Liability Extinguishment, Net
17.
The following table sets forth the details of (expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net:
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Transaction related costs$(584)$(1,576)$(1,694)$(1,955)
608 Fifth Avenue non-cash lease liability extinguishment gain (impairment
   loss) (see below for details)
0 0 70,260 (93,860)
Other non-cash impairment losses0 0 0 (7,500)
$(584)$(1,576)$68,566 $(103,315)
608 Fifth Avenue
During the second quarter of 2019, Arcadia Group US Ltd ("Arcadia Group"), the operator of Topshop, our retail tenant at 608 Fifth Avenue, filed for Chapter 15 bankruptcy protection in the United States. On June 28, 2019, Arcadia Group closed all of its stores in the United States. 608 Fifth Avenue was subject to a land and building lease which was set to expire in 2033. During the second quarter of 2019, we concluded that the carrying amount of the property was not recoverable and recognized a $93,860,000 non-cash impairment loss on our consolidated statements of income, of which $75,220,000 resulted from the impairment of our right-of-use asset.
On May 20, 2020, we entered into an agreement with the land and building lessor at 608 Fifth Avenue to surrender the property. Per the terms of the agreement, we were released from our obligations under the lease and assigned all of our right, title and interest in the tenant leases of 608 Fifth Avenue to the land and building lessor. In connection therewith, we removed the lease liability from our consolidated balance sheets which resulted in a $70,260,000 gain recorded on our consolidated statements of income during the nine months ended September 30, 2020.
18.    Interest and Other Investment (Loss) Income (Loss), Net
The following table sets forth the details of interest and other investment income (loss) income,, net:
(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020 20192020201920202019
(Decrease) increase in fair value of marketable securities:   (Decrease) increase in fair value of marketable securities:
PREIT(1)
$(4,938) $(15,649)
PREIT(1)
$0 $(4,875)$(4,938)$(19,211)
Lexington Realty Trust(2)
—
 16,068
Lexington Realty Trust(2)
0 0 0 16,068 
Other—
 42
Other0 7 0 48 
(4,938) 461
0 (4,868)(4,938)(3,095)
Interest on loans receivableInterest on loans receivable574 1,604 2,810 4,845 
Interest on cash and cash equivalents and restricted cashInterest on cash and cash equivalents and restricted cash253 4,060 5,717 8,753 
Dividends on marketable securitiesDividends on marketable securities0 1,312 0 2,625 
Credit losses on loans receivable(3)
(7,261) —
Credit losses on loans receivable(3)
0 0 (13,369)0 
Interest on cash and cash equivalents and restricted cash3,966
 2,067
Interest on loans receivable1,426
 1,606
Other, net903
 911
Other, net902 937 2,712 2,802 
$(5,904) $5,045
$1,729 $3,045 $(7,068)$15,930 
____________________
(1)Sold on January 23, 2020 (see page 24 for details).
(2)Sold on March 1, 2019.
(3)
(1)Sold on January 23, 2020 (see page 27 for details).
(2)Sold on March 1, 2019.
(3)See Note 4 - Recently Issued Accounting Literatureand Note 15 - Fair Value Measurements for details.
19.    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 Three Months Ended March 31,
 2020 2019
Interest expense(1)
$66,635
 $117,647
Capitalized interest and debt expense(12,055) (23,325)
Amortization of deferred financing costs4,262
 8,141
 $58,842
 $102,463

(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Interest expense(1)
$61,793 $72,345 $191,973 $266,597 
Capitalized interest and debt expense(9,328)(16,047)(30,829)(59,184)
Amortization of deferred financing costs4,906 5,150 13,474 19,527 
$57,371 $61,448 $174,618 $226,940 
____________________
(1)2019 includes $22,540 of debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.
(1)Thenine months ended September 30, 2019 includes $22,540 of debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.
41

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.    Income (Loss) Per Share/Income (Loss) Per Class A Unit
19.Income Per Share/Income Per Class A Unit
Vornado Realty Trust
The following table presents the calculations of (i) basic income (loss) per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted income (loss) per common share which includes the weighted average common shares and dilutive share equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Other potential dilutive share equivalents such as our employee stock options, restricted Operating Partnership units ("OP Units"), out-performance plan awards ("OPPs"), appreciation-only long term incentive plan units ("AO LTIP Units") and Performance Conditioned AO LTIP Units are included in the computation of diluted Earnings Per Share ("EPS") using the treasury stock method, while the dilutive effect of our Series A convertible preferred shares is reflected in diluted EPS by application of the if-converted method.
(Amounts in thousands, except per share amounts)For the Three Months Ended March 31,(Amounts in thousands, except per share amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020 20192020201920202019
Numerator:   Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests$17,494
 $194,150
Income (loss) from continuing operations, net of (income) loss attributable to noncontrolling interestsIncome (loss) from continuing operations, net of (income) loss attributable to noncontrolling interests$65,700 $335,445 $(102,026)$2,942,267 
Loss from discontinued operations—
 (128)Loss from discontinued operations0 (7)0 (80)
Net income attributable to Vornado17,494
 194,022
Net income (loss) attributable to VornadoNet income (loss) attributable to Vornado65,700 335,438 (102,026)2,942,187 
Preferred share dividends(12,531) (12,534)Preferred share dividends(12,530)(12,532)(37,591)(37,598)
Net income attributable to common shareholders4,963
 181,488
Net income (loss) attributable to common shareholdersNet income (loss) attributable to common shareholders53,170 322,906 (139,617)2,904,589 
Earnings allocated to unvested participating securities(51) (19)Earnings allocated to unvested participating securities(15)(33)(84)(291)
Numerator for basic income per share4,912
 181,469
Numerator for basic income (loss) per shareNumerator for basic income (loss) per share53,155 322,873 (139,701)2,904,298 
Impact of assumed conversions:   Impact of assumed conversions:
Convertible preferred share dividends—
 15
Convertible preferred share dividends0 14 0 43 
Numerator for diluted income per share$4,912
 $181,484
Earnings allocated to Out-Performance Plan unitsEarnings allocated to Out-Performance Plan units0 0 0 9 
Numerator for diluted income (loss) per shareNumerator for diluted income (loss) per share$53,155 $322,887 $(139,701)$2,904,350 
   
Denominator:   Denominator:
Denominator for basic income per share – weighted average shares 191,038
 190,689
Denominator for basic income (loss) per share – weighted average shares Denominator for basic income (loss) per share – weighted average shares 191,162 190,814 191,102 190,762 
Effect of dilutive securities(1):
   
Effect of dilutive securities(1):
Employee stock options and restricted stock awards75
 271
Employee stock options and restricted stock awards0 176 0 227 
Convertible preferred shares—
 36
Convertible preferred shares0 34 0 35 
Denominator for diluted income per share – weighted average shares and assumed conversions191,113
 190,996
Out-Performance Plan unitsOut-Performance Plan units0 0 0 3 
   
INCOME PER COMMON SHARE - BASIC:   
Net income per common share$0.03
 $0.95
   
INCOME PER COMMON SHARE - DILUTED:   
Net income per common share$0.03
 $0.95
Denominator for diluted income (loss) per share – weighted average shares and assumed conversionsDenominator for diluted income (loss) per share – weighted average shares and assumed conversions191,162 191,024 191,102 191,027 
INCOME (LOSS) PER COMMON SHARE - BASIC:INCOME (LOSS) PER COMMON SHARE - BASIC:
Net income (loss) per common shareNet income (loss) per common share$0.28 $1.69 $(0.73)$15.22 
INCOME (LOSS) PER COMMON SHARE - DILUTED:INCOME (LOSS) PER COMMON SHARE - DILUTED:
Net income (loss) per common shareNet income (loss) per common share$0.28 $1.69 $(0.73)$15.20 
____________________
(1)The effect of dilutive securities for the three months ended March 31, 2020 and 2019 excluded an aggregate of 13,543 and 12,525 weighted average common share equivalents, respectively, as their effect was anti-dilutive.
(1)The effect of dilutive securities excluded an aggregate of 14,159 and 13,431 weighted average common share equivalents for the three months ended September 30, 2020 and 2019, respectively, and 14,007 and 13,067 weighted average common share equivalents for the nine months ended September 30, 2020 and 2019, respectively, as their effect was anti-dilutive.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.    Income (Loss) Per Share/Income (Loss) 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 income (loss) per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted income (loss) per Class A unit which includes the weighted average Class A unit and dilutive Class A unit equivalents. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include Vornado restricted stock awards, OP Units and OPPs, based on the two-class method. Other potential dilutive unit equivalents such as Vornado stock options, AO LTIP Units and Performance Conditioned AO LTIP Units are included in the computation of diluted income per unit ("EPU") using the treasury stock method, while the dilutive effect of our Series A convertible preferred units is reflected in diluted EPU by application of the if-converted method.
(Amounts in thousands, except per unit amounts)For the Three Months Ended March 31,
 2020 2019
Numerator:   
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries$17,884
 $206,361
Loss from discontinued operations—
 (137)
Net income attributable to Vornado Realty L.P.17,884
 206,224
Preferred unit distributions(12,572) (12,575)
Net income attributable to Class A unitholders5,312
 193,649
Earnings allocated to unvested participating securities(4,918) (1,147)
Numerator for basic income per Class A unit394
 192,502
Impact of assumed conversions:   
Convertible preferred unit distributions—
 15
Numerator for diluted income per Class A unit$394
 $192,517
    
Denominator:   
Denominator for basic income per Class A unit – weighted average units203,370
 202,772
Effect of dilutive securities(1):
   
Vornado stock options, Vornado restricted stock awards, OP Units and OPPs146
 536
Convertible preferred units—
 36
Denominator for diluted income per Class A unit – weighted average units and assumed conversions203,516
 203,344
    
INCOME PER CLASS A UNIT - BASIC:   
Net income per Class A unit$—
 $0.95
    
INCOME PER CLASS A UNIT - DILUTED:   
Net income per Class A unit$—
 $0.95
(Amounts in thousands, except per unit amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Numerator:
Income (loss) from continuing operations, net of (income) loss attributable to noncontrolling interests in consolidated subsidiaries$69,584 $358,083 $(112,116)$3,139,626 
Loss from discontinued operations0 (8)0 (85)
Net income (loss) attributable to Vornado Realty L.P.69,584 358,075 (112,116)3,139,541 
Preferred unit distributions(12,572)(12,574)(37,715)(37,722)
Net income (loss) attributable to Class A unitholders57,012 345,501 (149,831)3,101,819 
Earnings allocated to unvested participating securities(734)(2,449)(4,685)(14,807)
Numerator for basic income (loss) per Class A unit56,278 343,052 (154,516)3,087,012 
Impact of assumed conversions:
Convertible preferred unit distributions0 14 0 43 
Numerator for diluted income (loss) per Class A unit$56,278 $343,066 $(154,516)$3,087,055 
Denominator:
Denominator for basic income (loss) per Class A unit – weighted average units203,554 203,009 203,480 202,903 
Effect of dilutive securities(1):
Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs0 507 0 478 
Convertible preferred units0 34 0 35 
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions203,554 203,550 203,480 203,416 
INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unit$0.28 $1.69 $(0.76)$15.21 
INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unit$0.28 $1.69 $(0.76)$15.18 
____________________
(1)The effect of dilutive securities for the three months ended March 31, 2020 and 2019 excluded an aggregate of 1,140 and 177 Class A unit equivalents, respectively, as their effect was anti-dilutive.

(1)The effect of dilutive securities excluded an aggregate of 1,767 and 905 weighted average Class A unit equivalents for the three months ended September 30, 2020 and 2019, respectively, and 1,629 and 678 weighted average Class A unit equivalents for the nine months ended September 30, 2020 and 2019, respectively, as their effect was anti-dilutive.

43

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

21.    Commitments and Contingencies
20.
Commitments and Contingencies
Insurance
For our properties except the Farley Office and Retail, Building, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $235,000,000 includes communicable disease coverage, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,430,413 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
For the Farley Office and Retail, Building, we maintain general liability insurance with limits of $100,000,000 per occurrence, and builder’s risk insurance including coverage for existing property and development activities of $2.8 billion per occurrence and in the aggregate. We maintain coverage for certified and non-certified terrorism acts with limits of $1.0 billion per occurrence and in the aggregate.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Farley Office and Retail
The consolidated joint venture in which we own a 95% ownership interest was designated by Empire State Development ("ESD") to develop Farley Office and Retail. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
In connection with the development of the property, the joint venture took in a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of September 30, 2020, the Tax Credit Investor has made $92,400,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant costs to us.


44

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
21.    Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guarantee. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg.
In November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with 5 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right-to-useright to use Pier 92 or reimbursement for lost revenues. InBeginning March 2020, as no resolution had been reached with EDC, we didhave not paypaid the monthly rentrents due under the non-recourse lease. As of March 31,September 30, 2020, we have a $45,790,000$46,911,000 lease liability and a $34,732,000$34,563,000 right-of-use asset recorded for this lease.

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

20.Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
In August 2019, we delivered the required nine month notice to the ground lessor of our land and building lease at 608 Fifth Avenue that we will surrender the property in May 2020. As of March 31, 2020, a $71,071,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated.
Our mortgage loans are non-recourse to us, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development ("ESD"),ESD, an entity of New York State, for the Farley Office and Retail Building.Retail. As of March 31,September 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,543,000,000.$1,745,000,000.
As of March 31,September 30, 2020, $17,458,000$14,080,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
The joint venture in which we own a 95.0% ownership interest was designated by ESD to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
As investment manager of the Fund we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the March 31,September 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a $24,300,000$33,900,000 payment to the limited partners representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.
As of March 31,September 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.
As of March 31,September 30, 2020, we have construction commitments aggregating approximately $559,000,000.$504,000,000.
45
21.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
22.    Segment Information
We operate in 2 reportable segments, New York and Other, which is based on how we manage our business.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.
Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three and nine months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Net income (loss)$68,736 $363,849 $(253,119)$3,173,586 
Depreciation and amortization expense107,013 96,437 292,611 326,181 
General and administrative expense32,407 33,237 120,255 130,129 
Expense from transaction related costs and impairment losses and (gain from lease liability extinguishment), net584 1,576 (68,566)103,315 
Loss (income) from partially owned entities80,909 (25,946)353,679 (56,139)
Loss (income) from real estate fund investments13,823 (2,190)225,328 13,780 
Interest and other investment (income) loss, net(1,729)(3,045)7,068 (15,930)
Interest and debt expense57,371 61,448 174,618 226,940 
Net gain on transfer to Fifth Avenue and Times Square JV0 0 0 (2,571,099)
Net gains on disposition of wholly owned and partially owned assets(214,578)(309,657)(338,862)(641,664)
Income tax expense23,781 23,885 38,431 80,542 
Loss from discontinued operations0 8 0 85 
NOI from partially owned entities78,175 86,024 229,543 236,400 
NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(18,096)(56,900)(51,915)
NOI at share220,533 307,530 724,086 954,211 
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other10,981 (4,037)48,247 530 
NOI at share - cash basis$231,514 $303,493 $772,333 $954,741 








46

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

22.    Segment Information - continued

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

Below is a summary of NOI at share, NOI at share - cash basisby segment for the three and nine months ended March 31,September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended September 30, 2020
TotalNew YorkOther
Total revenues$363,962 $293,145 $70,817 
Operating expenses(195,645)(161,386)(34,259)
NOI - consolidated168,317 131,759 36,558 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(17,776)(8,183)
Add: NOI from partially owned entities78,175 75,837 2,338 
NOI at share220,533 189,820 30,713 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other10,981 6,261 4,720 
NOI at share - cash basis$231,514 $196,081 $35,433 
(Amounts in thousands)For the Three Months Ended September 30, 2019
TotalNew YorkOther
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 
(Amounts in thousands)For the Nine Months Ended September 30, 2020
TotalNew YorkOther
Total revenues$1,151,520 $919,388 $232,132 
Operating expenses(600,077)(484,624)(115,453)
NOI - consolidated551,443 434,764 116,679 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(56,900)(34,713)(22,187)
Add: NOI from partially owned entities229,543 221,296 8,247 
NOI at share724,086 621,347 102,739 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other48,247 40,310 7,937 
NOI at share - cash basis$772,333 $661,657 $110,676 
(Amounts in thousands)For the Nine Months Ended September 30, 2019
TotalNew YorkOther
Total revenues$1,463,732 $1,200,234 $263,498 
Operating expenses(694,006)(574,073)(119,933)
NOI - consolidated769,726 626,161 143,565 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(51,915)(31,011)(20,904)
Add: NOI from partially owned entities236,400 211,394 25,006 
NOI at share954,211 806,544 147,667 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other530 (3,741)4,271 
NOI at share - cash basis$954,741 $802,803 $151,938 
47
(Amounts in thousands)For the Three Months Ended March 31, 2020
 Total New York Other
Total revenues$444,532
 $355,615
 $88,917
Operating expenses(230,007) (183,031) (46,976)
NOI - consolidated214,525
 172,584
 41,941
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)
Add: NOI from partially owned entities81,881
 78,408
 3,473
NOI at share280,913
 242,559
 38,354
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
NOI at share - cash basis$283,989
 $243,665
 $40,324
(Amounts in thousands)For the Three Months Ended March 31, 2019
 Total New York Other
Total revenues$534,668
 $443,285
 $91,383
Operating expenses(246,895) (198,095) (48,800)
NOI - consolidated287,773
 245,190
 42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,403) (11,407) (5,996)
Add: NOI from partially owned entities67,402
 49,575
 17,827
NOI at share337,772
 283,358
 54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(5,181) (6,618) 1,437
NOI at share - cash basis$332,591
 $276,740
 $55,851





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the "Company") as of March 31,September 30, 2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and nine-month periods ended September 30, 2020 and 2019, and of cash flows for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2020, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

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

/s/ DELOITTE & TOUCHE LLP

New York, New York
May 4,November 2, 2020

















48



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners of Vornado Realty L.P.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of March 31,September 30, 2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and nine-month periods ended September 30, 2020 and 2019, and of cash flows for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Partnership as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2020, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

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

/s/ DELOITTE & TOUCHE LLP

New York, New York
May 4,November 2, 2020









49

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Quarterly Report constitute forward‑lookingforward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as ��approximates,“approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.
Currently, one of the most significant factors is the ongoing adverse effect of the novel strain of coronavirus ("COVID-19")COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it willhas had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the risks set forth herein.
For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, and "Item 1A. Risk Factors" in Part II of this Quarterly Report on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and nine months ended March 31,September 30, 2020. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and nine months ended March 31,September 30, 2020 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.

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Overview
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.7% of the common limited partnership interest in the Operating Partnership as of March 31,September 30, 2020. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for additional information regarding these factors.
In December 2019, COVID-19 was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential"Our business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread.spread of the virus. Some of the effects on us include the following:
•With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020.
•
With the exception of grocery stores and other "essential" businesses, substantially all of our retail tenants have closed their stores and many are seeking rent relief.
•
While our office buildings remain open, substantially all of our office tenants are working remotely.
•
We have temporarily closed the Hotel Pennsylvania.
•
We have postponed trade shows at theMART for the remainder of 2020.
•
Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
Closings•While our buildings remain open, many of our office tenants are working remotely.
•We have closed the Hotel Pennsylvania. In connection with the closure, we accrued $9,246,000 of severance for furloughed Hotel Pennsylvania union employees and recognized a corresponding $3,145,000 income tax benefit for the three and nine months ended September 30, 2020.
•We have cancelled trade shows at theMART for the remainder of 2020.
•Because certain of our development projects were deemed "non-essential," they were temporarily paused in March 2020 due to New York State executive orders and resumed once New York City entered phase one of its state mandated reopening plan on the saleJune 8, 2020.
•As of condominium units at 220 Central Park South have continued. During April 30, 2020, we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
We placed1,803 employees on temporary furlough, includingwhich included 1,293 employees of Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees.
•
Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.
•
Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially all As of October 31, 2020, 40% of the rent due for Marchfurloughed employees have returned to work.
•Effective April 1, 2020, and collected 90%our executive officers waived portions of rent due from our office tenantstheir annual base salary for the monthremainder of 2020.
•Effective April 1, 2020, and 53%each non-management member of the rent due from our retail tenantsBoard of Trustees agreed to forgo their $75,000 annual cash retainer for the monthremainder of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. 2020.
While we believe that our tenants are required to pay rent under their leases, in limited circumstances, we have implementedagreed to and willmay continue to consider temporaryagree to rent deferrals and rent abatements for certain of our tenants. We have made a policy election in accordance with the Financial Accounting Standards Board (“FASB”) Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a case-by-case basis.straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted.
For the quarter ended September 30, 2020, we collected 93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants and 82% (85% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.

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Overview - continued
Based on our assessment of the probability of rent collection of our lease receivables, we have written off $13,873,000 and $50,170,000 of receivables arising from the straight-lining of rents for the three and nine months ended September 30, 2020, respectively, including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street. Both tenants have filed for Chapter 11 bankruptcy. In addition, we have written off $12,364,000 and $21,186,000 of tenant receivables deemed uncollectible for the three and nine months ended September 30, 2020, respectively. These write-offs resulted in a reduction of lease revenues and our share of income from partially owned entities. Prospectively, revenue recognition for these tenants will be based on actual amounts received.
We have not experienced any material impact to our internal control over financial reporting to date as a result of most of our employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.
In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of the COVID-19 pandemic on our financial condition and operating results remains highly uncertain but the impact could be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders.During 2020, we have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART through 2020, and lower revenues from BMS and signage. In addition, we have concluded that our investment in Fifth Avenue and Times Square JV is "other-than-temporarily" impaired and recorded non-cash impairment losses, net of noncontrolling interests, of $103,201,000 and $409,060,000, respectively, during the three and nine months ended September 30, 2020. The impairment losses are included in “(loss) income from partially owned entities” on our consolidated statements of income. The value of our real estate assets may continue to decline, which may result in additional non-cash impairment charges in future periods and that impact could be material.

Overview - continued

Vornado Realty Trust
Quarter Ended March 31,September 30, 2020 Financial Results Summary
Net income attributable to common shareholders for the quarter ended March 31,September 30, 2020 was $4,963,000,$53,170,000, or $0.03$0.28 per diluted share, compared to$181,488,000, $322,906,000, or $0.95$1.69 per diluted share, for the prior year’s quarter. The quarters ended March 31,September 30, 2020 and 2019 include certain items that impact the comparability of period to period net income attributable to common shareholders, which are listed in the table below.on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreasedincreased net income attributable to common shareholders for the quarter ended March 31,September 30, 2020 by $15,270,000,$69,783,000, or $0.08$0.37 per diluted share, and increased net income by $156,674,000,$270,282,000, or $0.82$1.41 per diluted share, for the quarter ended March 31,September 30, 2019.
Funds From Operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended March 31,September 30, 2020 was $130,360,000,$278,507,000, or $0.68$1.46 per diluted share, compared to $247,684,000,$279,509,000, or $1.30$1.46 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended March 31,September 30, 2020 and 2019 include certain items that impact the comparability of period to period FFO, which are listed in the table below.on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreasedincreased FFO attributable to common shareholders plus assumed conversions for the quarter ended March 31,September 30, 2020 by $7,207,000,$165,912,000, or $0.04$0.87 per diluted share, and $108,543,000, or $0.57 per diluted share, for the quarter ended September 30, 2019.
Nine Months Ended September 30, 2020 Financial Results Summary
Net loss attributable to common shareholders for the nine months ended September 30, 2020 was $139,617,000, or $0.73 per diluted share, compared to net income attributable to common shareholders of $2,904,589,000, or $15.20 per diluted share, for the nine months ended September 30, 2019. The nine months ended September 30, 2020 and 2019 include certain items that impact the comparability of period to period net (loss) income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net loss attributable to common shareholders for the nine months ended September 30, 2020 by $133,094,000, or $0.70 per diluted share, and increased net income attributable to common shareholders by $2,784,217,000, or $14.57 per diluted share, for the nine months ended September 30, 2019.
FFO attributable to common shareholders plus assumed conversions for the nine months ended September 30, 2020 was $612,123,000, or $3.20 per diluted share, compared to $691,522,000, or $3.62 per diluted share, for the nine months ended September 30, 2019. FFO attributable to common shareholders plus assumed conversions for the nine months ended September 30, 2020 and 2019 include certain items that impact the comparability of period to period FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common shareholders plus assumed conversions for the nine months ended September 30, 2020 by $97,745,000,$256,058,000, or $0.51$1.34 per diluted share, and $196,586,000, or $1.03 per diluted share for the quarternine months ended March 31,September 30, 2019.
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Overview - continued
The following table reconciles the difference between our net income (loss) attributable to common shareholders and our net (loss) income attributable to common shareholders, as adjusted:
(Amounts in thousands)For the Three Months Ended
September 30,		For the Nine Months Ended
September 30,
 2020201920202019
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units$(186,909)$(109,035)$(295,825)$(328,910)
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, net of $3,822 and $4,289 attributable to noncontrolling interests103,201 — 409,060 — 
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit6,101 — 6,101 — 
Our share of loss (income) from real estate fund investments2,524 (1,455)64,771 22,207 
Net gains on sale of real estate (primarily our 25% interest in 330 Madison Avenue in 2019)— (178,769)— (178,769)
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)— 4,875 4,938 19,211 
608 Fifth Avenue non-cash (lease liability extinguishment gain) impairment loss and related write-offs— — (70,260)101,092 
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020— — 13,369 — 
Net gain on transfer to Fifth Avenue and Times Square retail JV, net of $11,945 attributable to noncontrolling interests— — — (2,559,154)
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 $400 million 5.00% senior unsecured notes due January 2022— — — 22,540 
Mark-to-market increase in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)— — — (16,068)
Real estate impairment losses— — — 7,500 
Other766 (4,811)10,681 (857)
(74,317)(289,195)142,835 (2,973,603)
Noncontrolling interests' share of above adjustments4,534 18,913 (9,741)189,386 
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders$(69,783)$(270,282)$133,094 $(2,784,217)
(Amounts in thousands)For the Three Months Ended
March 31,
 2020 2019
Certain (income) expense items that impact net income attributable to common shareholders:   
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units$(59,911) $(130,954)
Our share of loss from real estate fund investments56,158
 2,904
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20207,261
 —
Mark-to-market decrease in Pennsylvania Real Estate Trust Investment ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)4,938
 15,649
Net gain 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
Mark-to-market increase in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)—
 (16,068)
Other7,896
 1,152
 16,342
 (167,172)
Noncontrolling interests' share of above adjustments(1,072) 10,498
Total of certain expense (income) items that impact net income attributable to common shareholders$15,270
 $(156,674)
The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
(Amounts in thousands)For the Three Months Ended
September 30,		For the Nine Months Ended
September 30,
 2020201920202019
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units$(186,909)$(109,035)$(295,825)$(328,910)
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit6,101 — 6,101 — 
Our share of loss (income) from real estate fund investments2,524 (1,455)64,771 22,207 
608 Fifth Avenue non-cash (lease liability extinguishment gain) impairment loss and related write-offs— — (70,260)77,156 
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020— — 13,369 — 
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022— — — 22,540 
Other381 (5,229)7,045 (2,931)
(177,903)(115,719)(274,799)(209,938)
Noncontrolling interests' share of above adjustments11,991 7,176 18,741 13,352 
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net$(165,912)$(108,543)$(256,058)$(196,586)
53
(Amounts in thousands)For the Three Months Ended
March 31,
 2020 2019
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:   
After-tax net gain on sale of 220 CPS condominium units$(59,911) $(130,954)
Our share of loss from real estate fund investments56,158
 2,904
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20207,261
 —
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022—
 22,540
Other4,205
 1,206
 7,713
 (104,304)
Noncontrolling interests' share of above adjustments(506) 6,559
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$7,207
 $(97,745)

Overview - continued


Vornado Realty Trust and Vornado Realty L.P.
Same Store Net Operating Income (“NOI”) At Share
The percentage (decrease) increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
  Total 
New York(1)
 
theMART(2)
 555 California Street
Same store NOI at share % (decrease) increase:       
 Three months ended March 31, 2020 compared to March 31, 2019(2.5)% (1.9)% (13.3)% 5.6%
 Three months ended March 31, 2020 compared to December 31, 2019(8.2)% (9.0)% (8.2)% 5.1%
         
Same store NOI at share - cash basis % (decrease) increase:       
 Three months ended March 31, 2020 compared to March 31, 2019(1.5)% (0.7)% (11.8)% 3.7%
 Three months ended March 31, 2020 compared to December 31, 2019(7.0)% (7.6)% (9.0)% 5.8%
____________________
(1)As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania.
Excluding the Hotel Pennsylvania, same store NOI at share % decrease:
Three months ended March 31, 2020 compared to March 31, 2019(0.3)%
Three months ended March 31, 2020 compared to December 31, 2019(2.7)%
Excluding the Hotel Pennsylvania, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20190.9 %
Three months ended March 31, 2020 compared to December 31, 2019(1.0)%
(2)The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic.
Excluding trade shows, same store NOI at share % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20191.1 %
Three months ended March 31, 2020 compared to December 31, 2019(2.8)%
Excluding trade shows, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20192.0 %
Three months ended March 31, 2020 compared to December 31, 2019(4.0)%
TotalNew YorktheMART555 California Street
Same store NOI at share % (decrease) increase:
Three months ended September 30, 2020 compared to September 30, 2019(16.4)%(14.5)%(46.3)%2.0 %
Nine months ended September 30, 2020 compared to September 30, 2019(14.7)%(13.4)%(34.9)%0.7 %
Three months ended September 30, 2020 compared to June 30, 20207.1 %10.5 %(26.6)%6.2 %
Same store NOI at share - cash basis % (decrease) increase:
Three months ended September 30, 2020 compared to September 30, 2019(10.6)%(9.0)%(31.7)%1.3 %
Nine months ended September 30, 2020 compared to September 30, 2019(7.7)%(5.4)%(30.5)%0.2 %
Three months ended September 30, 2020 compared to June 30, 2020(3.0)%(3.6)%(1.1)%3.4 %
Calculations of same store NOI at share, reconciliations of our net income (loss) to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.
Dispositions
PREIT
On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the threenine months ended March 31,September 30, 2020.
220 CPS
During the three months ended March 31,September 30, 2020, we closed on the sale of seven19 condominium units at 220 CPS for net proceeds aggregating $191,216,000of $591,104,000 resulting in a financial statement net gain of $68,589,000$214,578,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $8,678,000$27,669,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31,During the nine months ended September 30, 2020, we closed on the sale of 7230 condominium units at 220 CPS for aggregate net proceeds of $2,011,348,000.$939,292,000 resulting in a financial statement net gain of $338,862,000. In connection with these sales, $43,037,000 of income tax expense was recognized on our consolidated statements of income. From inception to September 30, 2020, we have closed on the sale of 95 units for net proceeds of $2,759,424,000 resulting in financial statement net gains of $1,024,479,000.

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Overview - continued


Financings
Unsecured Term Loan
On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94%(1.15% as of March 31,September 30, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.
On August 12, 2020, we amended the $700,000,000 mortgage loan on 770 Broadway, a 1.2 million square foot Manhattan office building, to extend the term one year through March 2022.
On September 14, 2020, Alexander's, Inc. (NYSE: ALX) ("Alexander's"), in which we have a 32.4% ownership interest, amended and extended the $350,000,000 mortgage loan on the retail condominium of 731 Lexington Avenue. Under the terms of the agreement, Alexander's paid down the loan by $50,000,000 to $300,000,000, extended the maturity date to August 2025 and guaranteed the interest payments and certain leasing costs. The principal of the loan is non-recourse to Alexander's. The interest-only loan remains at the same rate, LIBOR plus 1.40% (1.56% as of September 30, 2020).
On October 15, 2020, we completed a $500,000,000 refinancing of PENN11, a 1.2 million square foot Manhattan office building. The interest-only loan carries a rate of LIBOR plus 2.75% (currently 2.90%) and matures in October 2023, with two one-year extension options. The loan replaces the previous $450,000,000 loan that bore interest at a fixed rate of 3.95% and was scheduled to mature in December 2020.
On October 23, 2020, Alexander's completed a $94,000,000 financing of The Alexander, a 312-unit residential building that is part of Alexander's residential and retail complex located in Rego Park, Queens, New York. The interest-only loan has a fixed rate of 2.63% and matures in November 2027.
On November 2, 2020, we repaid the $52,476,000 mortgage loan on our land under a portion of the Borgata Hotel and Casino complex. The 10-year fixed rate amortizing loan bore interest at 5.14% and was scheduled to mature in February 2021.
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Leasing Activity
The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
(Square feet in thousands)(Square feet in thousands)New York    (Square feet in thousands)New York
 Office Retail theMART 555 California StreetOfficeRetailtheMART555 California Street
Three Months Ended March 31, 2020       
Three Months Ended September 30, 2020Three Months Ended September 30, 2020
Total square feet leased311
 15
 231
 6
Total square feet leased1,453 (1)25 44 90 
Our share of square feet leased:297
 13
 231
 4
Our share of square feet leased:1,121 22 44 63 
Initial rent(1)
$90.47
 $416.36
 $47.31
 $117.00
Initial rent(2)
$92.74 $311.39 $59.38 $— (3)
Weighted average lease term (years)6.6
 9.7
 10.3
 1.4
Weighted average lease term (years)19.6 7.1 5.2 5.0 
Second generation relet space:       Second generation relet space:
Square feet275
 9
 228
 4
Square feet419 11 44 — 
GAAP basis:       GAAP basis:
Straight-line rent(2)
$88.96
 $476.94
 $44.52
 $118.03
Straight-line rent(4)
$82.29 $392.77 $56.02 $— (3)
Prior straight-line rent$91.98
 $210.48
 $43.41
 $81.70
Prior straight-line rent$65.22 $463.77 $56.86 $— 
Percentage (decrease) increase(3.3)% 126.6%
2.6 % 44.5%Percentage increase (decrease)26.2 %(15.3)%

(1.5)%— %
Cash basis:       Cash basis:
Initial rent(1)
$89.22
 $469.99
 $47.05
 $117.00
Initial rent(2)
$65.29 $378.06 $59.38 $— (3)
Prior escalated rent$88.55
 $229.66
 $47.62
 $90.24
Prior escalated rent$60.61 $523.92 $60.48 $— 
Percentage increase (decrease)0.8 % 104.6% (1.2)% 29.7%Percentage increase (decrease)7.7 %(27.8)%(1.8)%— %
        Tenant improvements and leasing commissions:
Tenant improvements and leasing commissions:       Per square foot$173.73 $102.87 $15.62 $— 
Per square foot$77.14
 $467.30
 $45.72
 $4.08
Per square foot per annum$8.86 $14.49 $3.00 $— 
Per square foot per annum$11.69
 $48.18
 $4.44
 $2.91
Percentage of initial rent9.6 %4.7 %5.1 %— %
Percentage of initial rent12.9 % 11.6% 9.4 % 2.5%
____________________
See notes below.
(Square feet in thousands)New York
OfficeRetailtheMART555 California Street
Nine Months Ended September 30, 2020
Total square feet leased2,068 63 317 101 
Our share of square feet leased:1,709 59 317 71 
Initial rent(2)
$90.62 (5)$265.44 $50.12 $105.66 (3)
Weighted average lease term (years)14.9 6.3 8.8 4.8 
Second generation relet space:
Square feet777 42 312 8 
GAAP basis:
Straight-line rent(4)
$83.25 (5)$267.19 $47.30 $107.37 (3)
Prior straight-line rent$74.32 $225.74 $46.62 $78.53 
Percentage increase12.0 %18.4 %1.5 %36.7 %
Cash basis:
Initial rent(2)
$74.68 (5)$261.86 $49.95 $105.66 (3)
Prior escalated rent$70.95 $245.47 $50.75 $85.39 
Percentage increase (decrease)5.3 %6.7 %(1.6)%23.7 %
Tenant improvements and leasing commissions:
Per square foot$131.73 $159.09 $37.35 $0.93 
Per square foot per annum$8.84 $25.25 $4.24 $0.19 
Percentage of initial rent9.8 %9.5 %8.5 %0.2 %
____________________
(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.Primarily 730 square feet (694 at our share) for the new Facebook lease at Farley Office and 633 square feet (348 at our share) for the New York University long-term renewal at One Park Avenue.
(2)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.
(3)Excludes the rent on 90 square feet (63 square feet at share) as the starting rent will be determined in 2021 based on fair market value.
(4)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.
(5)Excludes the rent on 174 square feet as the starting rent will be determined in 2021 based on fair market value.
(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.
56

Overview - continued


Square Footage (in service) and Occupancy as of March 31,September 30, 2020
(Square feet in thousands)Square Feet (in service)
Number of
Properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office35 18,556 15,608 95.8 %
Retail (includes retail properties that are in the base of our office properties)71 2,268 1,800 79.9 %
Residential - 1,678 units9 1,526 793 84.8 %
Alexander's, including 312 residential units7 2,254 730 96.0 %
Hotel Pennsylvania (closed since April 1, 2020)1 — — 
24,604 18,931 94.3 %
Other:
theMART4 3,825 3,816 89.8 %
555 California Street3 1,741 1,218 98.4 %
Other10 2,485 1,150 92.6 %
8,051 6,184 
Total square feet as of September 30, 202032,655 25,115 


(Square feet in thousands)  Square Feet (in service)  
 
Number of
Properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
New York:       
Office35
 19,005
 16,128
 96.9%
Retail (includes retail properties that are in the base of our office properties)70
 2,287
 1,830
 94.9%
Residential - 1,678 units9
 1,526
 793
 96.1%
Alexander's, Inc. ("Alexander's") including 312 residential units7
 2,230
 723
 96.5%
Hotel Pennsylvania1
 1,400
 1,400
  
   26,448
 20,874
 96.7%
Other:       
theMART4
 3,825
 3,816
 91.9%
555 California Street3
 1,741
 1,218
 99.8%
Other10
 2,533
 1,198
 93.4%
   8,099
 6,232
  
        
Total square feet as of March 31, 2020  34,547
 27,106
  

Square Footage (in service) and Occupancy as of December 31, 2019
(Square feet in thousands)  Square Feet (in service)  (Square feet in thousands)Square Feet (in service)
Number of
properties
 
Total
Portfolio
 
Our
Share
 Occupancy %Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:       New York:
Office35
 19,070
 16,195
 96.9%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%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%Residential - 1,679 units9 1,526 793 97.0 %
Alexander's, including 312 residential units7
 2,230
 723
 96.5%Alexander's, including 312 residential units7 2,230 723 96.5 %
Hotel Pennsylvania1
 1,400
 1,400
  Hotel Pennsylvania1 1,400 1,400 
  26,526
 20,953
 96.7%26,526 20,953 96.7 %
Other: 
      
Other:    
theMART4
 3,826
 3,817
 94.6%theMART4 3,826 3,817 94.6 %
555 California Street3
 1,741
 1,218
 99.8%555 California Street3 1,741 1,218 99.8 %
Other10
 2,533
 1,198
 92.7%Other10 2,533 1,198 92.7 %
 
 8,100
 6,233
  
  8,100 6,233  
       
Total square feet as of December 31, 2019  34,626
 27,186
  Total square feet as of December 31, 201934,626 27,186 
Critical Accounting Policies
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2019. For the threenine months ended March 31,September 30, 2020, there were no material changes to these policies.
Recently Issued Accounting Literature
Refer to Note 4 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.
57

NOI At Share by Segment for the Three Months Ended March 31,September 30, 2020 and 2019
NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.
Below is a summary of NOI at share and NOI at share - cash basisby segment for the three months ended March 31,September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended September 30, 2020
TotalNew YorkOther
Total revenues$363,962 $293,145 $70,817 
Operating expenses(195,645)(161,386)(34,259)
NOI - consolidated168,317 131,759 36,558 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(17,776)(8,183)
Add: NOI from partially owned entities78,175 75,837 2,338 
NOI at share220,533 189,820 30,713 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other10,981 6,261 4,720 
NOI at share - cash basis$231,514 $196,081 $35,433 

(Amounts in thousands)For the Three Months Ended September 30, 2019
TotalNew YorkOther
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 
58
(Amounts in thousands)For the Three Months Ended March 31, 2020
 Total 
New York (1)
 Other
Total revenues$444,532
 $355,615
 $88,917
Operating expenses(230,007) (183,031) (46,976)
NOI - consolidated214,525
 172,584
 41,941
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)
Add: NOI from partially owned entities81,881
 78,408
 3,473
NOI at share280,913
 242,559
 38,354
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
NOI at share - cash basis$283,989
 $243,665
 $40,324
___________________
(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.

(Amounts in thousands)For the Three Months Ended March 31, 2019
 Total New York Other
Total revenues$534,668
 $443,285
 $91,383
Operating expenses(246,895) (198,095) (48,800)
NOI - consolidated287,773
 245,190
 42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,403) (11,407) (5,996)
Add: NOI from partially owned entities67,402
 49,575
 17,827
NOI at share337,772
 283,358
 54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(5,181) (6,618) 1,437
NOI at share - cash basis$332,591
 $276,740
 $55,851


NOI At Share by Segment for the Three Months Ended March 31,September 30, 2020 and 2019 - continued
The elements of our New York and Other NOI at share for the three months ended March 31,September 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Three Months Ended September 30,
2020 201920202019
New York:   New York:
Office(1)
$183,205
 $183,540
Office(1)
$159,981 $177,469 
Retail(1)
52,018
 88,267
Retail(2)
Retail(2)
35,294 68,159 
Residential6,200
 6,045
Residential4,536 5,575 
Alexander's10,492
 11,322
Alexander's6,830 11,269 
Hotel Pennsylvania(2)
(9,356) (5,816)
Hotel Pennsylvania(3)
Hotel Pennsylvania(3)
(16,821)3,012 
Total New York242,559
 283,358
Total New York189,820 265,484 
   
Other:   Other:
theMART21,113
 23,523
theMART(4)
theMART(4)
13,171 24,862 
555 California Street15,231
 14,501
555 California Street15,618 15,265 
Other investments(3)
2,010
 16,390
Other investmentsOther investments1,924 1,919 
Total Other38,354
 54,414
Total Other30,713 42,046 
   
NOI at share$280,913
 $337,772
NOI at share$220,533 $307,530 
___________________
(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 decrease in NOI at share is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.2020 includes $5,112 of write-offs of tenant receivables deemed uncollectible and $4,368 of non-cash write-offs of receivables arising from the straight-lining of rents.
(2)2020 includes $4,688 of non-cash write-offs of receivables arising from the straight-lining of rents and $4,668 of write-offs of tenant receivables deemed uncollectible.
(3)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.
(4)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.
(3)
The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).
The elements of our New York and Other NOI at share - cash basis for the three months ended March 31,September 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Three Months Ended September 30,
2020 201920202019
New York:   New York:
Office(1)
$187,035
 $184,370
Office(1)
$162,357 $174,796 
Retail(1)
49,041
 80,936
Retail(2)
Retail(2)
36,476 65,636 
Residential5,859
 5,771
Residential4,178 5,057 
Alexander's11,094
 11,527
Alexander's9,899 11,471 
Hotel Pennsylvania(2)
(9,364) (5,864)
Hotel Pennsylvania(3)
Hotel Pennsylvania(3)
(16,829)2,964 
Total New York243,665
 276,740
Total New York196,081 259,924 
   
Other:   Other:
theMART22,705
 24,912
theMART(4)
theMART(4)
17,706 26,588 
555 California Street15,435
 14,745
555 California Street15,530 15,325 
Other investments(3)
2,184
 16,194
Other investmentsOther investments2,197 1,656 
Total Other40,324
 55,851
Total Other35,433 43,569 
   
NOI at share - cash basis$283,989
 $332,591
NOI at share - cash basis$231,514 $303,493 
___________________
(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 decrease in NOI at share - cash basis is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.2020 includes $5,112 of write-offs of tenant receivables deemed uncollectible.
(2)2020 includes $4,668 of write-offs of tenant receivables deemed uncollectible.
(3)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.
(4)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

59

(3)The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).


Reconciliation of Net (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended March 31,September 30, 2020 and 2019
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31,(Amounts in thousands)For the Three Months Ended September 30,
2020 201920202019
Net (loss) income$(104,503) $213,044
Net incomeNet income$68,736 $363,849 
Depreciation and amortization expense92,793
 116,709
Depreciation and amortization expense107,013 96,437 
General and administrative expense52,834
 58,020
General and administrative expense32,407 33,237 
Transaction related costs and other71
 149
Income from partially owned entities(19,103) (7,320)
Loss from real estate fund investments183,463
 167
Interest and other investment loss (income), net5,904
 (5,045)
Expense from transaction related costs and impairment lossesExpense from transaction related costs and impairment losses584 1,576 
Loss (income) from partially owned entitiesLoss (income) from partially owned entities80,909 (25,946)
Loss (income) from real estate fund investmentsLoss (income) from real estate fund investments13,823 (2,190)
Interest and other investment income, netInterest and other investment income, net(1,729)(3,045)
Interest and debt expense58,842
 102,463
Interest and debt expense57,371 61,448 
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)Net gains on disposition of wholly owned and partially owned assets(214,578)(309,657)
Income tax expense12,813
 29,743
Income tax expense23,781 23,885 
Loss from discontinued operations—
 137
Loss from discontinued operations— 8 
NOI from partially owned entities81,881
 67,402
NOI from partially owned entities78,175 86,024 
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (17,403)NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(18,096)
NOI at share280,913
 337,772
NOI at share220,533 307,530 
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other3,076
 (5,181)Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other10,981 (4,037)
NOI at share - cash basis$283,989
 $332,591
NOI at share - cash basis$231,514 $303,493 
NOI At Share by Region
For the Three Months Ended September 30,
20202019
Region:
New York City metropolitan area87 %87 %
Chicago, IL6 %8 %
San Francisco, CA7 %5 %
100 %100 %
60
 For the Three Months Ended March 31,
 2020 2019
Region:   
New York City metropolitan area87% 88%
Chicago, IL8% 7%
San Francisco, CA5% 5%
 100% 100%




Results of Operations – Three Months Ended March 31,September 30, 2020 Compared to March 31,September 30, 2019
Revenues
Our revenues which consist of rental revenues and fee and other income, were $444,532,000$363,962,000 for the three months ended March 31,September 30, 2020 compared to $534,668,000$465,961,000 for the prior year’s quarter,a decrease of $90,136,000.$101,999,000. Below are the details of the decrease by segment:
(Amounts in thousands)TotalNew YorkOther
(Decrease) increase due to:
Rental revenues:
Acquisitions, dispositions and other$(11,505)$(11,548)$43 
Development and redevelopment(24,880)(24,533)(347)
Hotel Pennsylvania(1)
(25,605)(25,605)— 
Trade shows(2)
(8,282)— (8,282)
Same store operations(35,113)(3)(26,171)(8,942)
(105,385)(87,857)(17,528)
Fee and other income:
BMS cleaning fees(6,623)(7,195)(4)572 
Management and leasing fees8,323 7,986 337 
Other income1,686 (357)2,043 
3,386 434 2,952 
Total decrease in revenues$(101,999)$(87,423)$(14,576)
(Amounts in thousands)Total New York Other
(Decrease) increase due to:     
Rental revenues:     
Acquisitions, dispositions and other$1,153
 $1,318
 $(165)
Development and redevelopment(12,550) (12,644) 94
Hotel Pennsylvania(3,656) (3,656) —
Trade shows(5,245) —
 (5,245)
Properties transferred to Fifth Avenue and Times Square JV(84,393) (84,393) —
Same store operations6,088
 6,471
 (383)
 (98,603) (92,904) (5,699)
Fee and other income:     
BMS cleaning fees2,681
 2,672
 9
Management and leasing fees630
 623
 7
Properties transferred to Fifth Avenue and Times Square JV(324) (324) —
Other income5,480
 2,263
 3,217
 8,467
 5,234
 3,233
      
Total decrease in revenues$(90,136) $(87,670) $(2,466)
______________________
See notes below.
Expenses
Our expenses which consist of operating, depreciation and amortization, general and administrative, benefit from deferred compensation plan liability, and transaction related costs and other, were$364,460,000 $339,990,000 for the three months ended March 31,September 30, 2020, compared to$427,206,000 $358,583,000 for the prior year’s quarter,a decrease of $62,746,000.$18,593,000. Below are the details of the decrease by segment:
(Amounts in thousands)(Amounts in thousands)Total New York Other(Amounts in thousands)TotalNew YorkOther
(Decrease) increase due to:(Decrease) increase due to:     (Decrease) increase due to:
Operating:Operating:     Operating:
Acquisitions, dispositions and other$(1,300) $(1,782) $482
Acquisitions, dispositions and other$(3,894)$(3,901)$7 
Development and redevelopment(5,128) (4,978) (150)Development and redevelopment(10,218)(10,372)154 
Non-reimbursable expenses1,659
 1,777
 (118)Non-reimbursable expenses(804)(843)39 
Hotel Pennsylvania(122) (122) —
Hotel Pennsylvania(1)
(5,772)(5,772)— 
Trade shows(2,567) —
 (2,567)
Trade shows(2)
(2,816)— (2,816)
BMS expenses2,553
 2,544
 9
BMS expenses(4,605)(5,178)(4)573 
Properties transferred to Fifth Avenue and Times Square JV(17,791) (17,791) —
Same store operations5,808
 5,288
 520
Same store operations(2,605)(707)(1,898)
 (16,888) (15,064) (1,824)(30,714)(26,773)(3,941)
Depreciation and amortization:Depreciation and amortization:     Depreciation and amortization:
Acquisitions, dispositions and other(1,225) (1,230) 5
Acquisitions, dispositions and other(44)(46)2 
Development and redevelopment910
 867
 43
Development and redevelopment(1,407)(1,411)4 
Properties transferred to Fifth Avenue and Times Square JV(21,138) (21,138) —
Same store operations(2,463) (3,412) 949
Same store operations12,027 12,646 (619)
 (23,916) (24,913) 997
10,576 11,189 (613)
     
General and administrativeGeneral and administrative(5,186)
(1) 
893
 (6,079)General and administrative(830)(542)(288)
      
Benefit from deferred compensation plan liability(16,678) —
 (16,678)
Expense from deferred compensation plan liabilityExpense from deferred compensation plan liability3,367 — 3,367 
      
Transaction related costs and other(78) —
 (78)
Transaction related costsTransaction related costs(992)— (992)
      
Total decrease in expensesTotal decrease in expenses$(62,746) $(39,084) $(23,662)Total decrease in expenses$(18,593)$(16,126)$(2,467)
____________________
(1)Closed since April 1, 2020 as a result of the COVID-19 pandemic. Operating expense for 2020 includes a $9,246 severance accrual for furloughed union employees.
(2)Cancelled trade shows at theMART from late March 2020 through the remainder of the year as a result of the pandemic.
(3)2020 includes $11,248 for the non-cash write-off of receivables arising from the straight-lining of rents and $10,887 for the write-off of tenant receivables deemed uncollectible.
(4)Primarily due to $8,444 non-cash stock-based compensation expense for the accelerated vesting of previously issued Operating Partnership unitsa decrease in third party cleaning services provided to retail and Vornado restricted stock in 2019 due to the removaloffice tenants as a result of the time-based vesting requirements for participants who have reached 65 years of age, partially offset by $2,401 of non-cash stock-based compensation expense for the time-based compensation granted in connection with the new leadership group announced in April 2019.pandemic.
61

Results of Operations – Three Months Ended March 31,September 30, 2020 Compared to March 31,September 30, 2019 - continued
(Loss) Income from Partially Owned Entities
Below are the components of (loss) income from partially owned entities for the three months ended March 31,September 30, 2020 and 2019.
(Amounts in thousands)Ownership
Percentage at
March 31, 2020		 For the Three Months Ended March 31,(Amounts in thousands)Percentage Ownership at September 30, 2020For the Three Months Ended September 30,
 2020 201920202019
Our share of net income:     
Fifth Avenue and Times Square JV(1):
    
Our share of net (loss) income:Our share of net (loss) income:
Fifth Avenue and Times Square JV:Fifth Avenue and Times Square JV:
Non-cash impairment loss(1)
Non-cash impairment loss(1)
$(107,023)$— 
Return on preferred equity, net of our share of the expenseReturn on preferred equity, net of our share of the expense9,430 9,545 
Equity in net income51.5% $5,496
 $—
Equity in net income51.5%7,694 9,891 
Return on preferred equity, net of our share of the expense 9,166
 —
 14,662
 —
(89,899)19,436 
Alexander's(2)32.4% 2,676
 6,774
32.4%3,371 6,692 
Partially owned office buildings(2)(3)
Various 1,322
 106
Various6,418 (186)
Other investments(3)(4)
Various 443
 440
Various(799)4 
 $19,103
 $7,320
$(80,909)$25,946 
____________________
(1)Entered into on April 18, 2019.
(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.
(3)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.
(1)See Note 8 - Investments in Partially Owned Entities to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.
(2)2020 includes our $3,139 share of write-offs of lease receivables deemed uncollectible.
(3)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(4)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Loss (Income) from Real Estate Fund Investments
Below are the components of the loss(loss) income from our real estate fund investments for the three months ended March 31,September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended September 30,
20202019
Net unrealized loss on held investments$(14,216)$— 
Net investment income393 2,190 
(Loss) income from real estate fund investments(13,823)2,190 
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries11,299 (735)
(Loss) income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(2,524)$1,455 
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Net investment income (loss)$57
 $(267)
Net unrealized (loss) gain on held investments(183,520) 100
Loss from real estate fund investments(183,463) (167)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries127,305
 (2,737)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(56,158) $(2,904)
Interest and Other Investment (Loss) Income, Net
Below are the components of interest and other investment (loss) income, net for the three months ended March 31,September 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended September 30,
20202019
Interest on loans receivable$574 $1,604 
Interest on cash and cash equivalents and restricted cash253 4,060 
Decrease in fair value of marketable securities— (4,868)
Dividends on marketable securities— 1,312 
Other, net902 937 
$1,729 $3,045 

62
(Amounts in thousands)For the Three Months Ended March 31,
 2020 2019
Credit losses on loans receivable(1)
$(7,261) $—
(Decrease) increase in fair value of marketable securities(2) 
(4,938) 461
Interest on cash and cash equivalents and restricted cash3,966
 2,067
Interest on loans receivable1,426
 1,606
Other, net903
 911
 $(5,904) $5,045
____________________
(1)
See Note 4 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.

(2)The three months ended March 31, 2020 includes the mark-to-market decrease in the fair value of our PREIT common shares (sold on January 23, 2020). The three months ended March 31, 2019 primarily includes (i) a $16,068 mark-to-market increase in the fair value of our Lexington common shares (sold on March 1, 2019) partially offset by (ii) a $15,649 mark-to-market decrease in the fair value of our PREIT common shares (accounted for as marketable securities from March 12, 2019).

Results of Operations – Three Months Ended March 31,September 30, 2020 Compared to March 31,September 30, 2019 - continued
Interest and Debt Expense
Interest and debt expense for the three months ended March 31,September 30, 2020 was $58,842,000$57,371,000 compared to $102,463,000$61,448,000 for the prior year’s quarter, a decrease of $43,621,000.$4,077,000. This decrease was primarily due to (i) $22,540,000 of lower interest expense from debt prepayment costs relating to the redemption of our $400,000,000 5.00% senior unsecured notes in 2019, (ii) $10,918,000 of lower interest expense resulting from the deconsolidation of mortgages payable of the properties contributed to Fifth Avenue and Times Square JV, (iii) $5,972,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, (iv) $5,308,000 of lower interest expense resulting from paydowns of the 220 CPS loan, (v) $5,045,000 of lower interest expense from the redemption of the $400,000,000 5.00% senior unsecured notes in 2019, and (vi) $4,083,000$6,532,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, (ii) $5,489,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, and (iii) $96,000 of lower interest expense resulting from paydowns of the 220 CPS loan, partially offset by (vii) $11,270,000$6,719,000 of lower capitalized interest and debt expense.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets of $214,578,000 for the three months ended March 31,September 30, 2020 were $68,589,000 due toconsisted of net gains on the sale of 19 condominium units at 220 CPS condominium units.CPS. Net gains on disposition of wholly owned and partially owned assets of $309,657,000 for the three months ended March 31,September 30, 2019 were $220,294,000 due toconsisted of (i) $157,899,000a $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (ii) $130,888,000 of net gains on sale of 220 CPS condominium units and (ii) $62,395,000 net gain from the sale of all our UE partnership units.14 condominium units at 220 CPS, and (iii) a $19,477,000 net gain on sale of 3040 M Street.
Income Tax Expense
Income tax expense for the three months ended March 31,September 30, 2020 was $12,813,000$23,781,000 compared to $29,743,000$23,885,000 for the prior year’s quarter, a decrease of $16,930,000. This decrease was primarily due to lower income tax expense from the sale of 220 CPS condominium units.$104,000.
Net (Loss) IncomeLoss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $122,387,000$848,000 for the three months ended March 31,September 30, 2020, compared to income of $6,820,000$5,774,000 for the prior year’s quarter, a decrease in income of $129,207,000.$6,622,000. This decrease resulted primarily from the allocation oflower net lossincome allocated to the noncontrolling interests of our real estate fund investments. The three months ended September 30, 2020 includes $3,822,000 allocated to noncontrolling interests for the non-cash impairment loss recorded on our investment in Fifth Avenue and Times Square JV.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was$390,000 $3,884,000 for the three months ended March 31,September 30, 2020, compared to $12,202,000$22,637,000 for the prior year’s quarter, a decrease of $11,812,000.$18,753,000. This decrease resulted primarily from lower net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $12,531,000$12,530,000 for the three months ended March 31,September 30, 2020, compared to $12,534,000$12,532,000 for the prior year’s quarter, a decrease of $3,000.$2,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were$12,572,000 $12,572,000 for the three months ended March 31,September 30, 2020, compared to $12,575,000$12,574,000 for the prior year’s quarter, a decrease of $3,000.$2,000.
63


Results of Operations – Three Months Ended March 31,September 30, 2020 Compared to March 31,September 30, 2019 - continued
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31,September 30, 2020 compared to March 31,September 30, 2019.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended September 30, 2020$220,533 $189,820 $13,171 $15,618 $1,924 
Less NOI at share from:
Development properties(4,284)(4,288)— 4 — 
Hotel Pennsylvania (closed beginning April 1, 2020)16,821 16,821 — — — 
Other non-same store (income) expense, net(3,273)(1,318)(102)71 (1,924)
Same store NOI at share for the three months ended September 30, 2020$229,797 $201,035 $13,069 $15,693 $— 
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:
Development properties(18,299)(18,299)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)(3,012)(3,012)— — — 
Other non-same store (income) expense, net(11,446)(9,121)(524)118 (1,919)
Same store NOI at share for the three months ended September 30, 2019$274,773 $235,052 $24,338 $15,383 $— 
(Decrease) increase in same store NOI at share for the three months ended September 30, 2020 compared to September 30, 2019$(44,976)$(34,017)$(11,269)$310 $— 
% (decrease) increase in same store NOI at share(16.4)%(14.5)%(46.3)%2.0 %— %
64
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020$280,913
 $242,559
 $21,113
 $15,231
 $2,010
 Less NOI at share from:         
 Acquisitions(369) (369) —
 —
 —
 Development properties(14,266) (14,266) —
 —
 —
 Other non-same store (income) expense, net(7,791) (5,520) (422) 161
 (2,010)
Same store NOI at share for the three months ended March 31, 2020$258,487
 $222,404
 $20,691
 $15,392
 $—
          
NOI at share for the three months ended March 31, 2019$337,772
 $283,358
 $23,523
 $14,501
 $16,390
 Less NOI at share from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(30,292) (30,292) —
 —
 —
 Dispositions(3,399) (3,399) —
 —
 —
 Development properties(20,593) (20,593) —
 —
 —
 Other non-same store (income) expense, net(18,378) (2,405) 339
 78
 (16,390)
Same store NOI at share for the three months ended March 31, 2019$265,110
 $226,669
 $23,862
 $14,579
 $—
          
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to March 31, 2019$(6,623) $(4,265) $(3,171) $813
 $—
           
% (decrease) increase in same store NOI at share(2.5)% (1.9)%
(1) 
(13.3)%
(2) 
5.6% —%
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 0.3%.
(2)
The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic.Excluding trade shows, same store NOI at share increased by 1.1%.


Results of Operations – Three Months Ended March 31,September 30, 2020 Compared to March 31,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 March 31,September 30, 2020 compared to March 31,September 30, 2019.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended September 30, 2020$231,514 $196,081 $17,706 $15,530 $2,197 
Less NOI at share - cash basis from:
Development properties(7,729)(7,733)— 4 — 
Hotel Pennsylvania (closed beginning April 1, 2020)16,829 16,829 — — — 
Other non-same store (income) expense, net(5,165)(2,865)(131)28 (2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020$235,449 $202,312 $17,575 $15,562 $— 
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(23,839)(23,839)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)(2,964)(2,964)— — — 
Other non-same store (income) expense, net(12,631)(10,156)(863)44 (1,656)
Same store NOI at share - cash basis for the three months ended September 30, 2019$263,366 $222,272 $25,725 $15,369 $— 
(Decrease) increase in same store NOI at share - cash basis for the three months ended September 30, 2020 compared to September 30, 2019$(27,917)$(19,960)$(8,150)$193 $— 
% (decrease) increase in same store NOI at share - cash basis(10.6)%(9.0)%(31.7)%1.3 %— %
65
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020$283,989
 $243,665
 $22,705
 $15,435
 $2,184
 Less NOI at share - cash basis from:         
 Acquisitions(348) (348) —
 —
 —
 Development properties(18,117) (18,117) —
 —
 —
 Other non-same store income, net(12,607) (9,944) (422) (57) (2,184)
Same store NOI at share - cash basis for the three months ended March 31, 2020$252,917
 $215,256
 $22,283
 $15,378
 $—
           
NOI at share - cash basis for the three months ended March 31, 2019$332,591
 $276,740
 $24,912
 $14,745
 $16,194
 Less NOI at share - cash basis from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(27,722) (27,722) —
 —
 —
 Dispositions(3,581) (3,581) —
 —
 —
 Development properties(24,339) (24,339) —
 —
 —
 Other non-same store (income) expense, net(20,163) (4,386) 339
 78
 (16,194)
Same store NOI at share - cash basis for the three months ended March 31, 2019$256,786
 $216,712
 $25,251
 $14,823
 $—
          
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to March 31, 2019$(3,869) $(1,456) $(2,968) $555
 $—
          
% (decrease) increase in same store NOI at share - cash basis(1.5)% (0.7)%
(1) 
(11.8)%
(2) 
3.7% —%

NOI At Share by Segment for the Nine Months Ended September 30, 2020 and 2019
Below is a summary of NOI at share and NOI at share - cash basisby segment for the nine months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Nine Months Ended September 30, 2020
TotalNew YorkOther
Total revenues$1,151,520 $919,388 $232,132 
Operating expenses(600,077)(484,624)(115,453)
NOI - consolidated551,443 434,764 116,679 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(56,900)(34,713)(22,187)
Add: NOI from partially owned entities229,543 221,296 8,247 
NOI at share724,086 621,347 102,739 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other48,247 40,310 7,937 
NOI at share - cash basis$772,333 $661,657 $110,676 


(Amounts in thousands)For the Nine Months Ended September 30, 2019
TotalNew YorkOther
Total revenues$1,463,732 $1,200,234 $263,498 
Operating expenses(694,006)(574,073)(119,933)
NOI - consolidated769,726 626,161 143,565 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(51,915)(31,011)(20,904)
Add: NOI from partially owned entities236,400 211,394 25,006 
NOI at share954,211 806,544 147,667 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other530 (3,741)4,271 
NOI at share - cash basis$954,741 $802,803 $151,938 

66

NOI At Share by Segment for the Nine Months Ended September 30, 2020 and 2019- continued
The elements of our New York and Other NOI at share for the nine months ended September 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Nine Months Ended September 30,
20202019
New York:
Office(1)(2)
$504,630 $540,601 
Retail(1)(3)
109,153 213,489 
Residential16,604 17,528 
Alexander's25,653 33,699 
Hotel Pennsylvania(4)
(34,693)1,227 
Total New York621,347 806,544 
Other:
theMART(5)
52,087 79,359 
555 California Street45,686 45,124 
Other investments(6)
4,966 23,184 
Total Other102,739 147,667 
NOI at share$724,086 $954,211 
___________________
(1)Reflects the transfer of 45.4% of common equity in the properties contributed to Fifth Avenue and Times Square JV on April 18, 2019.
(2)2020 includes $17,588 of non-cash write-offs of receivables arising from the straight-lining of rents, including the New York & Company, Inc. lease at 330 West 34th Street, and $6,052 of write-offs of tenant receivables deemed uncollectible.
(3)2020 includes $25,124 of non-cash write-offs of receivables arising from the straight-lining of rents, including the JCPenney lease at Manhattan Mall, and $11,399 of write-offs of tenant receivables deemed uncollectible. 2019 includes $13,832 of non-cash write-offs of receivables arising from the straight-lining of rents.
(4)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.
(5)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.
(6)2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).
The elements of our New York and Other NOI at share - cash basis for the nine months ended September 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Nine Months Ended September 30,
20202019
New York:
Office(1)(2)
$524,830 $537,972 
Retail(1)(3)
124,430 213,298 
Residential15,541 16,131 
Alexander's31,574 34,320 
Hotel Pennsylvania(4)
(34,718)1,082 
Total New York661,657 802,803 
Other:
theMART(5)
58,176 83,484 
555 California Street45,970 45,665 
Other investments(6)
6,530 22,789 
Total Other110,676 151,938 
NOI at share - cash basis$772,333 $954,741 
___________________
(1)Reflects the transfer of 45.4% of common equity in the properties contributed to Fifth Avenue and Times Square JV on April 18, 2019.
(2)2020 includes $6,052 of write-offs of tenant receivables deemed uncollectible.
(3)2020 includes $11,399 of write-offs of tenant receivables deemed uncollectible.
(4)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.
(5)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.
(6)2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).
67

Reconciliation of Net (Loss) Income to NOI At Share for the Nine Months Ended September 30, 2020 and 2019
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the nine months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Nine Months Ended September 30,
20202019
Net (loss) income$(253,119)$3,173,586 
Depreciation and amortization expense292,611 326,181 
General and administrative expense120,255 130,129 
(Gain from lease liability extinguishment) and expense from transaction related costs and impairment losses, net(68,566)103,315 
Loss (income) from partially owned entities353,679 (56,139)
Loss from real estate fund investments225,328 13,780 
Interest and other investment loss (income), net7,068 (15,930)
Interest and debt expense174,618 226,940 
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(338,862)(641,664)
Income tax expense38,431 80,542 
Loss from discontinued operations— 85 
NOI from partially owned entities229,543 236,400 
NOI attributable to noncontrolling interests in consolidated subsidiaries(56,900)(51,915)
NOI at share724,086 954,211 
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other48,247 530 
NOI at share - cash basis$772,333 $954,741 
NOI At Share by Region
For the Nine Months Ended September 30,
20202019
Region:
New York City metropolitan area87 %86 %
Chicago, IL7 %9 %
San Francisco, CA6 %5 %
100 %100 %


68


Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019
Revenues
Our revenues were $1,151,520,000 for the nine months ended September 30, 2020, compared to $1,463,732,000 for the prior year’s nine months, a decrease of $312,212,000. Below are the details of the decrease by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other$1,173 $1,038 $135 
Development and redevelopment(55,367)(54,817)(550)
Hotel Pennsylvania(1)
(55,238)(55,238)— 
Trade shows(2)
(25,343)— (25,343)
Properties transferred to Fifth Avenue and Times Square JV(100,554)(100,554)— 
Same store operations(74,764)(3)(61,328)(13,436)
(310,093)(270,899)(39,194)
Fee and other income:
BMS cleaning fees(15,397)(17,062)(4)1,665 
Management and leasing fees6,290 5,838 452 
Properties transferred to Fifth Avenue and Times Square JV(389)(389)— 
Other income7,377 1,666 5,711 
(2,119)(9,947)7,828 
Total decrease in revenues$(312,212)$(280,846)$(31,366)
_____________
See notes on the following page.


69

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued
Expenses
Our expenses were $943,829,000 for the nine months ended September 30, 2020, compared to $1,261,353,000 for the prior year’s nine months, a decrease of $317,524,000. Below are the details of the decrease by segment:
(Amounts in thousands)TotalNew YorkOther
(Decrease) increase due to:
Operating:
Acquisitions, dispositions and other$(8,670)$(8,624)$(46)
Development and redevelopment(26,565)(26,573)8 
Non-reimbursable expenses454 274 180 
Hotel Pennsylvania(1)
(19,329)(19,329)— 
Trade shows(2)
(8,978)— (8,978)
BMS expenses(9,521)(11,187)(4)1,666 
Properties transferred to Fifth Avenue and Times Square JV(21,615)(21,615)— 
Same store operations295 (2,395)2,690 
(93,929)(89,449)(4,480)
Depreciation and amortization:
Acquisitions, dispositions and other(3,824)(3,833)9 
Development and redevelopment(279)(1,071)792 
Properties transferred to Fifth Avenue and Times Square JV(25,119)(25,119)— 
Same store operations(4,348)(3,386)(962)
(33,570)(33,409)(161)
General and administrative(9,874)(5)(4,147)(5,727)
(Benefit) expense from deferred compensation plan liability(8,270)— (8,270)
(Gain from lease liability extinguishment) and expense from transaction related costs and impairment losses, net(171,881)(171,620)(6)(261)
Total decrease in expenses$(317,524)$(298,625)$(18,899)
___________________
(1)Closed since April 1, 2020 as a result of the COVID-19 pandemic. Operating expense for 2020 includes a $9,246 severance accrual for furloughed union employees.
(2)Cancelled trade shows at theMART from late March 2020 through the remainder of the year as a result of the pandemic.
(3)2020 includes $45,258 for the non-cash write-off of receivables arising from the straight-lining of rent, including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street, and $15,508 for the write-off of tenant receivables deemed uncollectible.
(4)Primarily due to a decrease in third party cleaning services provided to retail and office tenants as a result of the pandemic.
(5)Primarily due to $8,444 non-cash stock-based compensation expense for the accelerated vesting of previously issued Operating Partnership units and Vornado restricted stock in 2019 due to the removal of the time-based vesting requirements for participants who have reached 65 years of age and $844 of lower non-cash stock-based compensation expense for the time-based compensation granted in connection with the new leadership group announced in April 2019.
(6)Due to $101,360 of non-cash impairment losses, substantially 608 Fifth Avenue, recognized in the second quarter of 2019 and $70,260 of lease liability extinguishment gain related to 608 Fifth Avenue recognized in the second quarter of 2020.


70

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued
(Loss) Income from Partially Owned Entities
Below are the components of (loss) income from partially owned entities for the nine months ended September 30, 2020 and 2019.
(Amounts in thousands)Percentage Ownership at September 30, 2020For the Nine Months Ended September 30,
20202019
Our share of net (loss) income:
Fifth Avenue and Times Square JV(1):
Non-cash impairment loss(2)
$(413,349)$— 
Return on preferred equity, net of our share of the expense27,926 18,131 
Equity in net income(3)
51.5%13,631 21,108 
(371,792)39,239 
Alexander's(4)
32.4%11,198 18,185 
Partially owned office buildings(5)
Various8,550 (1,531)
Other investments(6)
Various(1,635)246 
$(353,679)$56,139 
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.9%
(1)Entered into on April 18, 2019.
(2)See Note 8 - Investments in Partially Owned Entities to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.
(3)2020 includes a $10,047 reduction in income related to a Forever 21 lease modification at 1540 Broadway and $2,997 of write-offs of lease receivables deemed uncollectible during 2020.
(4)2020 includes our $4,846 share of write-offs of lease receivables deemed uncollectible.
(5)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(6)Includes interests in Independence Plaza, Rosslyn Plaza, UE (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.
Loss from Real Estate Fund Investments
Below are the components of loss from our real estate fund investments for the nine months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Nine Months Ended September 30,
20202019
Net unrealized loss on held investments$(225,412)$(16,162)
Net investment income84 2,382 
Loss from real estate fund investments(225,328)(13,780)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries160,557 (8,427)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(64,771)$(22,207)
Interest and Other Investment (Loss) Income, Net
Below are the components of interest and other investment (loss) income, net for the nine months ended September 30, 2020 and 2019.
(Amounts in thousands)For the Nine Months Ended September 30,
20202019
Credit losses on loans receivable(1)
$(13,369)$— 
Interest on cash and cash equivalents and restricted cash5,717 8,753 
Decrease in fair value of marketable securities(2)
(4,938)(3,095)
Interest on loans receivable2,810 4,845 
Dividends on marketable securities— 2,625 
Other, net2,712 2,802 
$(7,068)$15,930 
____________________
(1)See Note 4 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.
(2)The nine months ended September 30, 2020 includes a $4,938 mark-to-market decrease in the fair value of our PREIT common shares (sold on January 23, 2020). The nine months ended September 30, 2019 includes (i) a $19,211 decrease in the fair value of our investment in PREIT, partially offset by (ii) a $16,068 mark-to-market increase in the fair value of our Lexington common shares (sold on March 1, 2019).
(2)
The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis increased by 2.0%.

71

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued
Interest and Debt Expense
Interest and debt expense was $174,618,000 for the nine months ended September 30, 2020, compared to $226,940,000 for the prior year’s nine months, a decrease of $52,322,000. This decrease was primarily due to (i) $22,540,000 of lower interest expense relating to debt prepayment costs relating to the redemption of our $400,000,000 5.00% senior unsecured notes in 2019, (ii) $17,459,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, (iii) $16,210,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, (iv) $12,530,000 of lower interest expense resulting from the deconsolidation of mortgages payable of the properties contributed to Fifth Avenue and Times Square JV, (v) $7,680,000 of lower interest expense resulting from the paydowns of the 220 CPS loan, and (vi) $5,045,000 of lower interest from the redemption of the $400,000,000 5.00% senior unsecured notes in 2019, partially offset by $28,355,000 of lower capitalized interest and debt expense.
Net Gain on Transfer to Fifth Avenue and Times Square JV
During the nine months ended September 30, 2019, we recognized a $2,571,099,000 net gain from the transfer of common equity in the properties contributed to Fifth Avenue and Times Square JV, including the related step-up in our basis of the retained portion of the assets to fair value.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets of $338,862,000 for the nine months ended September 30, 2020 consisted of net gains on the sale of 30 condominium units at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $641,664,000 for the nine months ended September 30, 2019 consisted of (i) $400,500,000 of net gains on the sale of 37 condominium units at 220 CPS, (ii) a $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (iii) a $62,395,000 net gain from the sale of all our UE partnership units, and (iv) a $19,477,000 net gain on sale of 3040 M Street.
Income Tax Expense
Income tax expense for the nine months ended September 30, 2020 was $38,431,000 compared to $80,542,000 for the prior year’s nine months, a decrease of $42,111,000. This decrease was primarily due to lower income tax expense from the sale of 220 CPS condominium units.
Net Loss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $141,003,000 for the nine months ended September 30, 2020, compared to income of $34,045,000 for the prior year’s nine months, a decrease in income of $175,048,000. This decrease resulted primarily from the higher allocation of net loss to the noncontrolling interests in our real estate fund investments. The nine months ended September 30, 2020 includes $4,289,000 allocated to noncontrolling interests for the non-cash impairment loss recognized on our investment in Fifth Avenue and Times Square JV.
Net (Loss) Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net loss attributable to noncontrolling interests in the Operating Partnership was $10,090,000 for the nine months ended September 30, 2020, compared to net income of $197,354,000 for the prior year’s nine months, a decrease in income of $207,444,000. This decrease resulted primarily from lower net income subject to allocation to Class A unitholders.
72

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $37,591,000 for the nine months ended September 30, 2020, compared to $37,598,000 for the prior year’s nine months, a decrease of $7,000. 
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $37,715,000 for the nine months ended September 30, 2020, compared to $37,722,000 for the prior year’s nine months, a decrease of $7,000. 
Same Store Net Operating Income At Share
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the nine months ended September 30, 2020 compared to September 30, 2019.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the nine months ended September 30, 2020$724,086 $621,347 $52,087 $45,686 $4,966 
Less NOI at share from:
Development properties(25,935)(25,935)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)25,337 25,337 — — — 
Other non-same store (income) expense, net(20,796)(15,480)(524)174 (4,966)
Same store NOI at share for the nine months ended September 30, 2020$702,692 $605,269 $51,563 $45,860 $— 
NOI at share for the nine months ended September 30, 2019$954,211 $806,544 $79,359 $45,124 $23,184 
Less NOI at share from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(35,770)(35,770)— — — 
Dispositions(7,358)(7,358)— — — 
Development properties(53,439)(53,439)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)(7,043)(7,043)— 
Other non-same store (income) expense, net(26,762)(3,795)(180)397 (23,184)
Same store NOI at share for the nine months ended September 30, 2019$823,839 $699,139 $79,179 $45,521 $— 
(Decrease) increase in same store NOI at share for the nine months ended September 30, 2020 compared to September 30, 2019$(121,147)$(93,870)$(27,616)$339 $— 
% (decrease) increase in same store NOI at share(14.7)%(13.4)%(34.9)%0.7 %— %
73

Results of Operations – Nine Months Ended September 30, 2020 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 nine months ended September 30, 2020 compared to September 30, 2019.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the nine months ended September 30, 2020$772,333 $661,657 $58,176 $45,970 $6,530 
Less NOI at share - cash basis from:
Development properties(35,338)(35,338)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)25,354 25,354 — — — 
Other non-same store (income) expense, net(31,287)(24,222)(553)18 (6,530)
Same store NOI at share - cash basis for the nine months ended September 30, 2020$731,062 $627,451 $57,623 $45,988 $— 
NOI at share - cash basis for the nine months ended September 30, 2019$954,741 $802,803 $83,484 $45,665 $22,789 
Less NOI at share - cash basis from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(32,905)(32,905)— — — 
Dispositions(8,153)(8,153)— — — 
Development properties(71,547)(71,547)— — — 
Hotel Pennsylvania (closed beginning April 1, 2020)(6,947)(6,947)— — — 
Other non-same store (income) expense, net(43,004)(19,946)(519)250 (22,789)
Same store NOI at share - cash basis for the nine months ended September 30, 2019$792,185 $663,305 $82,965 $45,915 $— 
(Decrease) increase in same store NOI at share - cash basis for the nine months ended September 30, 2020 compared to September 30, 2019$(61,123)$(35,854)$(25,342)$73 $— 
% (decrease) increase in same store NOI at share - cash basis(7.7)%(5.4)%(30.5)%0.2 %— %
74


SUPPLEMENTAL INFORMATION

NOI At Share by Segment for the Three Months Ended March 31,September 30, 2020 and December 31, 2019June 30, 2020
Below is a summary of NOIat share and NOI at share - cash basis for the three months ended March 31,September 30, 2020 and 2019June 30, 2020 by segment.
(Amounts in thousands)For the Three Months Ended September 30, 2020
TotalNew YorkOther
Total revenues$363,962 $293,145 $70,817 
Operating expenses(195,645)(161,386)(34,259)
NOI - consolidated168,317 131,759 36,558 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(17,776)(8,183)
Add: NOI from partially owned entities78,175 75,837 2,338 
NOI at share220,533 189,820 30,713 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other10,981 6,261 4,720 
NOI at share - cash basis$231,514 $196,081 $35,433 
(Amounts in thousands)For the Three Months Ended March 31, 2020(Amounts in thousands)For the Three Months Ended June 30, 2020
Total New York OtherTotalNew YorkOther
Total revenues$444,532
 $355,615
 $88,917
Total revenues$343,026 $270,628 $72,398 
Operating expenses(230,007) (183,031) (46,976)Operating expenses(174,425)(140,207)(34,218)
NOI - consolidated214,525
 172,584
 41,941
NOI - consolidated168,601 130,421 38,180 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,448)(8,504)(6,944)
Add: NOI from partially owned entities81,881
 78,408
 3,473
Add: NOI from partially owned entities69,487 67,051 2,436 
NOI at share280,913
 242,559
 38,354
NOI at share222,640 188,968 33,672 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other34,190 32,943 1,247 
NOI at share - cash basis$283,989
 $243,665
 $40,324
NOI at share - cash basis$256,830 $221,911 $34,919 

75
(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





SUPPLEMENTAL INFORMATION - CONTINUED

NOI At Share by Segment for the Three Months Ended March 31,September 30, 2020 and December 31, 2019June 30, 2020 - continued
The elements of our New York and Other NOI at share for the three months ended March 31,September 30, 2020 and December 31, 2019June 30, 2020 are summarized below.
(Amounts in thousands)For the Three Months Ended(Amounts in thousands)For the Three Months Ended
March 31, 2020 December 31, 2019September 30, 2020June 30, 2020
New York:   New York:
Office$183,205
 $183,925
Retail52,018
 59,728
Office(1)
Office(1)
$159,981 $161,444 
Retail(2)
Retail(2)
35,294 21,841 
Residential6,200
 5,835
Residential4,536 5,868 
Alexander's10,492
 10,626
Alexander's6,830 8,331 
Hotel Pennsylvania(1)
(9,356) 6,170
Hotel Pennsylvania(3)
Hotel Pennsylvania(3)
(16,821)(8,516)
Total New York242,559
 266,284
Total New York189,820 188,968 
   
Other:   Other:
theMART21,113
 22,712
theMART(4)
theMART(4)
13,171 17,803 
555 California Street15,231
 14,533
555 California Street15,618 14,837 
Other investments2,010
 2,037
Other investments1,924 1,032 
Total Other38,354
 39,282
Total Other30,713 33,672 
   
NOI at share$280,913
 $305,566
NOI at share$220,533 $222,640 
___________________
(1)
The decrease in NOI at share is primarily due to seasonality of operations and the effects
(1)The three months ended September 30, 2020 includes $5,112 of write-offs of tenant receivables deemed uncollectible and $4,368 of non-cash write-offs of receivables arising from the straight-lining of rents.The three months ended June 30, 2020 includes $13,220 of non-cash write-offs of receivables arising from the straight-lining of rents, primarily for the New York & Company, Inc. lease at 330 West 34th Street, and $940 of write-offs of tenant receivables deemed uncollectible.
(2)The three months ended September 30, 2020 includes $4,688 of non-cash write-offs of receivables arising from the straight-lining of rents and $4,668 of write-offs of tenant receivables deemed uncollectible. The three months ended June 30, 2020 includes $20,436 of non-cash write-offs of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall, and $6,731 of write-offs of tenant receivables deemed uncollectible.
(3)The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic. The three months ended September 30, 2020 includes a $9,246 severance accrual for furloughed union employees.
(4)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

The elements of our New York and Other NOI at share - cash basis for the three months ended March 31,September 30, 2020 and December 31, 2019June 30, 2020 are summarized below.
(Amounts in thousands)For the Three Months Ended(Amounts in thousands)For the Three Months Ended
March 31, 2020 December 31, 2019September 30, 2020June 30, 2020
New York:   New York:
Office$187,035
 $180,762
Retail49,041
 54,357
Office(1)
Office(1)
$162,357 $175,438 
Retail(2)
Retail(2)
36,476 38,913 
Residential5,859
 5,763
Residential4,178 5,504 
Alexander's11,094
 10,773
Alexander's9,899 10,581 
Hotel Pennsylvania(1)
(9,364) 6,052
Hotel Pennsylvania(3)
Hotel Pennsylvania(3)
(16,829)(8,525)
Total New York243,665
 257,707
Total New York196,081 221,911 
   
Other:   Other:
theMART22,705
 24,646
theMART(4)
theMART(4)
17,706 17,765 
555 California Street15,435
 14,491
555 California Street15,530 15,005 
Other investments2,184
 2,132
Other investments2,197 2,149 
Total Other40,324
 41,269
Total Other35,433 34,919 
   
NOI at share - cash basis$283,989
 $298,976
NOI at share - cash basis$231,514 $256,830 
___________________
(1)The decrease in NOI at share - cash basis is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.
(1)Includes $5,112 and $940, respectively, of write-offs of tenant receivables deemed uncollectible.
(2)Includes $4,668 and $6,731, respectively, of write-offs of tenant receivables deemed uncollectible.
(3)The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the COVID-19 pandemic. The three months ended September 30, 2020 includes a $9,246 severance accrual for furloughed union employees.
(4)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.
76



SUPPLEMENTAL INFORMATION - CONTINUED

Reconciliation of Net Income (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended March 31,September 30, 2020 and December 31, 2019June 30, 2020
Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three months ended September 30, 2020 and June 30, 2020.
(Amounts in thousands)For the Three Months Ended
 March 31, 2020 December 31, 2019
Net (loss) income$(104,503) $160,676
Depreciation and amortization expense92,793
 92,926
General and administrative expense52,834
 39,791
Transaction related costs and other71
 3,223
Income from partially owned entities(19,103) (22,726)
Loss from real estate fund investments183,463
 90,302
Interest and other investment loss (income), net5,904
 (5,889)
Interest and debt expense58,842
 59,683
Net gains on disposition of wholly owned and partially owned assets(68,589) (203,835)
Income tax expense12,813
 22,897
Income from discontinued operations—
 (55)
NOI from partially owned entities81,881
 85,990
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (17,417)
NOI at share280,913
 305,566
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other3,076
 (6,590)
NOI at share - cash basis$283,989
 $298,976



SUPPLEMENTAL INFORMATION - CONTINUED

(Amounts in thousands)For the Three Months Ended
September 30, 2020June 30, 2020
Net income (loss)$68,736 $(217,352)
Depreciation and amortization expense107,013 92,805 
General and administrative expense32,407 35,014 
Expense from transaction related costs and impairment losses and (gain from lease liability extinguishment), net584 (69,221)
Loss from partially owned entities80,909 291,873 
Loss from real estate fund investments13,823 28,042 
Interest and other investment (income) loss, net(1,729)2,893 
Interest and debt expense57,371 58,405 
Net gains on disposition of wholly owned and partially owned assets(214,578)(55,695)
Income tax expense23,781 1,837 
NOI from partially owned entities78,175 69,487 
NOI attributable to noncontrolling interests in consolidated subsidiaries(25,959)(15,448)
NOI at share220,533 222,640 
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other10,981 34,190 
NOI at share - cash basis$231,514 $256,830 
Three Months Ended March 31,September 30, 2020 Compared to December 31, 2019June 30, 2020
Same Store Net Operating Income At Share
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31,September 30, 2020 compared to December 31, 2019.June 30, 2020.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended September 30, 2020$220,533 $189,820 $13,171 $15,618 $1,924 
Less NOI at share from:
Development properties(4,284)(4,288)— 4 — 
Hotel Pennsylvania (closed beginning April 1, 2020)16,821 16,821 — — — 
Other non-same store (income) expense, net(2,958)(1,003)(102)71 (1,924)
Same store NOI at share for the three months ended September 30, 2020$230,112 $201,350 $13,069 $15,693 $— 
NOI at share for the three months ended June 30, 2020$222,640 $188,968 $17,803 $14,837 $1,032 
Less NOI at share from:
Development properties(7,380)(7,376)— (4)— 
Hotel Pennsylvania (closed beginning April 1, 2020)8,516 8,516 — — — 
Other non-same store income, net(9,010)(7,920)— (58)(1,032)
Same store NOI at share for the three months ended June 30, 2020$214,766 $182,188 $17,803 $14,775 $— 
Increase (decrease) in same store NOI at share for the three months ended September 30, 2020 compared to June 30, 2020$15,346 $19,162 $(4,734)$918 $— 
% increase (decrease) in same store NOI at share7.1 %10.5 %(26.6)%6.2 %— %
77
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020$280,913
 $242,559
 $21,113
 $15,231
 $2,010
 Less NOI at share from:         
 Acquisitions(364) (364) —
 —
 —
 Development properties(14,271) (14,271) —
 —
 —
 Other non-same store (income) expense, net(7,477) (5,160) (422) 115
 (2,010)
Same store NOI at share for the three months ended March 31, 2020$258,801
 $222,764
 $20,691
 $15,346
 $—
          
NOI at share for the three months ended December 31, 2019$305,566
 $266,284
 $22,712
 $14,533
 $2,037
 Less NOI at share from:         
 Acquisitions(118) (118) —
 —
 —
 Development properties(15,894) (15,894) —
 —
 —
 Other non-same store (income) expense, net(7,665) (5,530) (172) 74
 (2,037)
Same store NOI at share for the three months ended December 31, 2019$281,889
 $244,742
 $22,540
 $14,607
 $—
          
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to December 31, 2019$(23,088) $(21,978) $(1,849) $739
 $—
           
% (decrease) increase in same store NOI at share(8.2)% (9.0)%
(1) 
(8.2)%
(2) 
5.1% —%

____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania.
Excluding the Hotel Pennsylvania, same store NOI at share decreased by 2.7%.
(2)
The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share decreased by 2.8%.




SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended March 31,September 30, 2020 Compared to December 31, 2019June 30, 2020 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31,September 30, 2020 compared to December 31, 2019.June 30, 2020.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended September 30, 2020$231,514 $196,081 $17,706 $15,530 $2,197 
Less NOI at share - cash basis from:
Development properties(7,729)(7,733)— 4 — 
Hotel Pennsylvania (closed beginning April 1, 2020)16,829 16,829 — — — 
Other non-same store (income) expense, net(4,846)(2,546)(131)28 (2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020$235,768 $202,631 $17,575 $15,562 $— 
NOI at share - cash basis for the three months ended June 30, 2020$256,830 $221,911 $17,765 $15,005 $2,149 
Less NOI at share - cash basis from:
Development properties(9,478)(9,474)— (4)— 
Hotel Pennsylvania (closed beginning April 1, 2020)8,525 8,525 — — — 
Other non-same store (income) expense, net(12,772)(10,670)— 47 (2,149)
Same store NOI at share - cash basis for the three months ended June 30, 2020$243,105 $210,292 $17,765 $15,048 $— 
(Decrease) increase in same store NOI at share - cash basis for the three months ended September 30, 2020 compared to June 30, 2020$(7,337)$(7,661)$(190)$514 $— 
% (decrease) increase in same store NOI at share - cash basis(3.0)%(3.6)%(1.1)%3.4 %— %
78
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020$283,989
 $243,665
 $22,705
 $15,435
 $2,184
 Less NOI at share - cash basis from:         
 Acquisitions(343) (343) —
 —
 —
 Development properties(18,122) (18,122) —
 —
 —
 Other non-same store income, net(12,293) (9,584) (422) (103) (2,184)
Same store NOI at share - cash basis for the three months ended March 31, 2020$253,231
 $215,616
 $22,283
 $15,332
 $—
           
NOI at share - cash basis for the three months ended December 31, 2019$298,976
 $257,707
 $24,646
 $14,491
 $2,132
 Less NOI at share - cash basis from:         
 Acquisitions(49) (49) —
 —
 —
 Development properties(17,310) (17,310) —
 —
 —
 Other non-same store income, net(9,244) (6,940) (172) —
 (2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019$272,373
 $233,408
 $24,474
 $14,491
 $—
          
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to December 31, 2019$(19,142) $(17,792) $(2,191) $841
 $—
          
% (decrease) increase in same store NOI at share - cash basis(7.0)% (7.6)%
(1) 
(9.0)%
(2) 
5.8% —%
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis decreased by 1.0%.

(2)
The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis decreased by 4.0%.

Liquidity and Capital Resources
Rental revenue is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. WeDuring 2020, we have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART through 2020, and lower revenues from BMS and signage. For the quarter ended September 30, 2020, we collected 90%93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants for the month of April 2020 and 53% of the82% (85% including rent duedeferrals) from our retail tenants for the month of April 2020, or 83%tenants. Rent deferrals generally require repayment in the aggregate.monthly installments over a period not to exceed twelve months. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider temporary rent deferrals on a case-by-case basis. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.
As of March 31,September 30, 2020, we have $3.4$3.7 billion of liquidity comprised of $1.7$1.5 billion of cash and cash equivalents and restricted cash and $1.7$2.2 billion available on our $2.75 billion revolving credit facilities. We also have $9.0 billion of unencumbered assets as of March 31, 2020. WeThe challenges posed by COVID-19 could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from borrowings and/or equity offerings. The challenges posed by COVID-19 and the impact on our business and cash flows are evolving rapidly and cannot be predicted at this time. Consequently, the Company will continue to evaluate its liquidity and financial position on an ongoing basis.
We continue closingsDuring the third quarter of 2020, we closed on the sale of 19 condominium units at 220 Central Park South. During AprilSouth for net proceeds of $591,104,000; and in October 2020, we closed on the sale of four condominium units for net proceeds of $157,747,000 and we expect to generate additional net cash proceeds of approximately $745,000,000 for the remainder of 2020. In the aggregate, we will have recognized over $1.0 billion after-tax net gain, of which $629,812,000 has already been recognized in our consolidated statements of income from inception to March 31, 2020. Future closings may be delayed as the construction is deemed "non-essential" and has been temporarily paused.$105,000,000.
We may from time to time purchase, retire or redeem our outstanding debt securities or our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
79

Liquidity and Capital Resources - continued
Cash Flows for the ThreeNine Months Ended March 31,September 30, 2020 and 2019
Our cash flow activities are summarized as follows:
(Amounts in thousands)For the Three Months Ended March 31, (Decrease) Increase in Cash Flow(Amounts in thousands)For the Nine Months Ended September 30,(Decrease) Increase in Cash Flow
2020 2019  20202019
Net cash provided by operating activities$51,448
 $64,118
 $(12,670)Net cash provided by operating activities$191,360 $397,971 $(206,611)
Net cash (used in) provided by investing activities(99,339) 403,294
 (502,633)
Net cash provided by (used in) financing activities108,068
 (274,683) 382,751
Net cash provided by investing activitiesNet cash provided by investing activities123,415 2,228,548 (2,105,133)
Net cash used in financing activitiesNet cash used in financing activities(431,568)(2,097,868)1,666,300 
Cash and cash equivalents and restricted cash was $1,667,308,000$1,490,338,000 as of March 31,September 30, 2020, a $60,177,000 increase$116,793,000 decrease from the balance as of December 31, 2019.
Net cash provided by operating activities of $51,448,000$191,360,000 for the threenine months ended March 31,September 30, 2020 was comprised of $184,885,000$488,827,000 of cash from operations, including distributions of income from partially owned entities of $48,568,000,$132,850,000, and a net decrease of $133,437,000$297,467,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.
The following table details the net cash (used in) provided by investing activities:
(Amounts in thousands)For the Three Months Ended March 31, (Decrease) Increase in Cash Flow(Amounts in thousands)For the Nine Months Ended September 30,(Decrease) Increase in Cash Flow
2020 2019 20202019
Proceeds from sale of condominium units at 220 Central Park South$191,216
 $425,484
 $(234,268)Proceeds from sale of condominium units at 220 Central Park South$939,292 $1,039,493 $(100,201)
Development costs and construction in progress(169,845) (143,302) (26,543)Development costs and construction in progress(448,167)(448,281)114 
Moynihan Train Hall expenditures(98,794) (123,533) 24,739
Moynihan Train Hall expenditures(277,128)(352,211)75,083 
Additions to real estate(49,251) (55,759) 6,508
Additions to real estate(112,906)(189,579)76,673 
Proceeds from sales of marketable securities28,375
 167,755
 (139,380)Proceeds from sales of marketable securities28,375 168,314 (139,939)
Investments in partially owned entities(2,130) (918) (1,212)Investments in partially owned entities(6,156)(16,480)10,324 
Distributions of capital from partially owned entities1,090
 24,851
 (23,761)Distributions of capital from partially owned entities1,090 24,880 (23,790)
Acquisitions of real estate and otherAcquisitions of real estate and other(985)(3,260)2,275 
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)Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)— 1,248,743 (1,248,743)
Proceeds from redemption of 640 Fifth Avenue preferred equityProceeds from redemption of 640 Fifth Avenue preferred equity— 500,000 (500,000)
Proceeds from sale of real estate and related investments—
 108,512
 (108,512)Proceeds from sale of real estate and related investments— 255,534 (255,534)
Proceeds from repayments of loans receivable—
 204
 (204)Proceeds from repayments of loans receivable— 1,395 (1,395)
Net cash (used in) provided by investing activities$(99,339) $403,294
 $(502,633)
Net cash provided by investing activitiesNet cash provided by investing activities$123,415 $2,228,548 $(2,105,133)
The following table details the net cash provided by (used in)used in financing activities:
(Amounts in thousands)For the Nine Months Ended September 30,(Decrease) Increase in Cash Flow
20202019
Dividends paid on common shares/Distributions to Vornado$(725,938)$(377,750)$(348,188)
Proceeds from borrowings555,918 1,107,852 (551,934)
Repayments of borrowings(514,493)(2,635,028)2,120,535 
Moynihan Train Hall reimbursement from Empire State Development277,128 352,211 (75,083)
Contributions from noncontrolling interests in consolidated subsidiaries98,626 9,223 89,403 
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(76,759)(65,084)(11,675)
Dividends paid on preferred shares/Distributions to preferred unitholders(50,123)(37,598)(12,525)
Proceeds received from exercise of Vornado stock options and other5,567 2,403 3,164 
Debt issuance costs(1,357)(15,328)13,971 
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(137)(8,692)8,555 
Purchase of marketable securities in connection with defeasance of mortgage payable— (407,126)407,126 
Prepayment penalty on redemption of senior unsecured notes due 2022— (22,058)22,058 
Redemption of preferred shares/units— (893)893 
Net cash used in financing activities$(431,568)$(2,097,868)$1,666,300 
80
(Amounts in thousands)For the Three Months Ended March 31, Increase (Decrease) in Cash Flow
 2020 2019 
Proceeds from borrowings$553,062
 $456,741
 $96,321
Dividends paid on common shares/Distributions to Vornado(498,486) (125,876) (372,610)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
 (24,739)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(40,045) (16,252) (23,793)
Dividends paid on preferred shares/Distributions to preferred unitholders(12,531) (12,534) 3
Proceeds received from exercise of Vornado stock options and other4,899
 1,511
 3,388
Contributions from noncontrolling interests in consolidated subsidiaries4,786
 5,194
 (408)
Repayments of borrowings(2,150) (686,555) 684,405
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(137) (8,692) 8,555
Debt issuance costs(124) (10,860) 10,736
Redemption of preferred shares/units—
 (893) 893
Net cash provided by (used in) financing activities$108,068
 $(274,683) $382,751


Liquidity and Capital Resources - continued
Capital Expenditures for the ThreeNine Months Ended March 31,September 30, 2020
Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property.
Below is a summary of amounts paid for capital expenditures and leasing commissions for the threenine months ended March 31,September 30, 2020.
(Amounts in thousands)TotalNew YorktheMART555 California
Street
Expenditures to maintain assets$46,771 $39,920 $5,674 $1,177 
Tenant improvements45,150 38,900 4,041 2,209 
Leasing commissions15,569 11,624 3,173 772 
Recurring tenant improvements, leasing commissions and other capital expenditures107,490 90,444 12,888 4,158 
Non-recurring capital expenditures61,171 60,961 210 — 
Total capital expenditures and leasing commissions$168,661 $151,405 $13,098 $4,158 
(Amounts in thousands)Total New York theMART 
555 California
Street
Expenditures to maintain assets$20,743
 $18,012
 $1,923
 $808
Tenant improvements20,223
 17,316
 776
 2,131
Leasing commissions11,137
 7,237
 3,153
 747
Recurring tenant improvements, leasing commissions and other capital expenditures52,103
 42,565
 5,852
 3,686
Non-recurring capital expenditures6,753
 6,748
 5
 —
Total capital expenditures and leasing commissions$58,856
 $49,313
 $5,857
 $3,686
Development and Redevelopment Expenditures for the ThreeNine Months Ended March 31,September 30, 2020
Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.
220 CPS
We are completing construction of a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.450 billion, of which $1.395$1.436 billion has been expended as of March 31,September 30, 2020.
PENN District
We are redeveloping PENN1, a 2,546,0002,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be $325,000,000, of which $95,919,000$137,048,000 has been expended as of March 31,September 30, 2020.
We are redeveloping PENN2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which $52,911,000$80,684,000 has been expended as of March 31,September 30, 2020.
We are also making districtwide improvements within the Penn District. The development cost of these improvements is estimated to be $100,000,000, of which $7,360,000$15,538,000 has been expended as of March 31,September 30, 2020.
Our 95.0%95% joint venture (the remaining 5.0% is owned by the Related Companies ("Related")) is developing the Farley Office and Retail Building (the "Project"), which will include approximately 844,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 114,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $1,030,000,000. As of March 31,September 30, 2020, $650,506,000$736,155,000 has been expended, which has been reduced by $88,000,000 of historic tax credit investor contributions (at our share).
The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies.
On December 19, 2019, we paid Kmart Corporation $34,000,000, of which $10,000,000 is expected to be reimbursed, to early terminate their 141,000 square foot retail space lease at PENN1 which was scheduled to expire in January 2036.
We recently entered into a development agreement with the Metropolitan Transportation Authority to oversee the development of the Long Island Rail Road 33rd Street entrance at Penn Station which Skanska USA Civil Northeast, Inc. will construct under a fixed price contract for $123,000,000$126,197,000.

81

Liquidity and Capital Resources - continued
Development and Redevelopment Expenditures for the ThreeNine Months Ended March 31,September 30, 2020 - continued
Other
We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $66,000,000, of which our share is $46,000,000. As of March 31,September 30, 2020, $52,180,000$55,207,000 has been expended, of which our share is $36,526,000$38,645,000.
We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of March 31,September 30, 2020, $23,910,000$25,818,000 has been expended, of which our share is $11,955,000.

$12,909,000.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.
There can be no assurance that the above projects will be completed, completed on schedule or within budget.
Below is a summary of amounts paid for development and redevelopment expenditures for the threenine months ended March 31,September 30, 2020. These expenditures include interest and debt expense of $12,055,000,$30,829,000, payroll of $5,307,000$11,696,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $28,394,000,$92,008,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)TotalNew YorktheMART555 California
Street		Other
Farley Office and Retail$174,159 $174,159 $— $— $— 
220 CPS83,117 — — — 83,117 
PENN175,247 75,247 — — — 
PENN260,493 60,493 — — — 
345 Montgomery Street14,491 — — 14,491 — 
Other40,660 36,787 3,836 — 37 
$448,167 $346,686 $3,836 $14,491 $83,154 
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other
Farley Office and Retail Building$69,540
 $69,540
 $—
 $—
 $—
220 CPS29,331
 —
 —
 —
 29,331
PENN128,024
 28,024
 —
 —
 —
PENN220,507
 20,507
 —
 —
 —
345 Montgomery Street6,798
 —
 —
 6,798
 —
Other15,645
 14,721
 576
 —
 348
 $169,845
 $132,792
 $576
 $6,798
 $29,679
Capital Expenditures for the ThreeNine Months Ended March 31,September 30, 2019
Below is a summary of amounts paid for capital expenditures and leasing commissions for the threenine months ended March 31,September 30, 2019.
(Amounts in thousands)TotalNew YorktheMART555 California
Street
Expenditures to maintain assets$75,190 $66,061 $6,720 $2,409 
Tenant improvements78,738 67,503 8,021 3,214 
Leasing commissions17,051 15,251 714 1,086 
Recurring tenant improvements, leasing commissions and other capital expenditures170,979 148,815 15,455 6,709 
Non-recurring capital expenditures26,393 24,588 166 1,639 
Total capital expenditures and leasing commissions$197,372 $173,403 $15,621 $8,348 
82
(Amounts in thousands)Total New York theMART 
555 California
Street
Expenditures to maintain assets$26,377
 $24,106
 $2,019
 $252
Tenant improvements9,479
 8,462
 1,015
 2
Leasing commissions5,122
 5,122
 —
 —
Recurring tenant improvements, leasing commissions and other capital expenditures40,978
 37,690
 3,034
 254
Non-recurring capital expenditures12,704
 12,622
 74
 8
Total capital expenditures and leasing commissions$53,682
 $50,312
 $3,108
 $262


Liquidity and Capital Resources - continued
Capital Expenditures for the Three Months Ended March 31, 2019 - continued
Development and Redevelopment Expenditures for the ThreeNine Months Ended March 31,September 30, 2019
Below is a summary of amounts paid for development and redevelopment expenditures for the threenine months ended March 31,September 30, 2019. These expenditures include interest and debt expense of $23,325,000,$59,184,000, payroll of $4,590,000$12,673,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $13,030,000,$51,587,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)TotalNew YorktheMART555 California
Street		Other
Farley Office and Retail$190,991 $190,991 $— $— $— 
220 CPS142,439 — — — 142,439 
PENN134,476 34,476 — — — 
345 Montgomery Street18,844 — — 18,844 — 
PENN217,404 17,404 — — — 
606 Broadway7,181 7,181 — — — 
1535 Broadway1,031 1,031 — — — 
Other35,915 30,488 1,610 3,817 — 
$448,281 $281,571 $1,610 $22,661 $142,439 
Commitments and Contingencies
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other
220 CPS$54,623
 $—
 $—
 $—
 $54,623
Farley Office and Retail Building51,506
 51,506
 —
 —
 —
606 Broadway4,980
 4,980
 —
 —
 —
PENN14,941
 4,941
 —
 —
 —
345 Montgomery Street3,250
 —
 —
 3,250
 —
1535 Broadway1,031
 1,031
 —
 —
 —
Other22,971
 20,018
 686
 1,388
 879
 $143,302
 $82,476
 $686
 $4,638
 $55,502
Farley Office and Retail
The consolidated joint venture in which we own a 95% ownership interest was designated by ESD to develop Farley Office and Retail. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
In connection with the development of the property, the joint venture took in a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of September 30, 2020, the Tax Credit Investor has made $92,400,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant costs to us.
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guarantee. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg.
In November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with five 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right-to-useright to use Pier 92 or reimbursement for lost revenues. InBeginning March 2020, as no resolution had been reached with EDC, we didhave not paypaid the monthly rentrents due under the non-recourse lease. As of March 31,September 30, 2020, we have a $45,790,000$46,911,000 lease liability and a $34,732,000$34,563,000 right-of-use asset recorded for this lease.

In August 2019, we delivered the required nine month notice to the ground lessor of our land
83

Liquidity and building lease at 608 Fifth Avenue that we will surrender the property in May 2020. As of March 31, 2020, a $71,071,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated.Capital Resources - continued
Other Commitments and Contingencies - continued
Our mortgage loans are non-recourse to us, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development ("ESD"),ESD, an entity of New York State, for the Farley Office and Retail Building.Retail. As of March 31,September 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,543,000,000.



Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued$1,745,000,000.
As of March 31,September 30, 2020, $17,458,000$14,080,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
The joint venture in which we own a 95.0% ownership interest was designated by ESD to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
As investment manager of Vornado Capital Partners Real Estate Fund (the "Fund") we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the March 31,September 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a $24,300,000$33,900,000 payment to the limited partners representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.
As of March 31,September 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.
As of March 31,September 30, 2020, we have construction commitments aggregating approximately $559,000,000.$504,000,000.

Funds From Operations (“FFO”)

Vornado Realty Trust
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income (loss) per share are disclosed in Note 1920 – Income (Loss) Per Share/Income (Loss) Per Class A Unit, in our consolidated financial statements on page 3642 of this Quarterly Report on Form 10-Q.
FFO attributable to common shareholders plus assumed conversions was $130,360,000,$278,507,000, or $0.68$1.46 per diluted share for the three months ended March 31,September 30, 2020, compared to $247,684,000,$279,509,000, or $1.30$1.46 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $612,123,000, or $3.20 per diluted share for the nine months ended September 30, 2020, compared to $691,522,000, or $3.62 per diluted share, for the prior year’s nine months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
84

Funds From Operations (“FFO”) - continued
(Amounts in thousands, except per share amounts)For the Three Months Ended March 31,
 2020 2019
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:   
Net income attributable to common shareholders$4,963
 $181,488
Per diluted share$0.03
 $0.95
    
FFO adjustments:   
Depreciation and amortization of real property$85,136
 $108,483
Net gain from sale of UE common shares (sold on March 4, 2019)—
 (62,395)
Decrease (increase) in fair value of marketable securities:   
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)4,938
 15,649
Lexington (sold on March 1, 2019)—
 (16,068)
Other—
 (42)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:   
Depreciation and amortization of real property40,423
 24,990
Decrease (increase) in fair value of marketable securities3,691
 (12)
 134,188
 70,605
Noncontrolling interests' share of above adjustments(8,804) (4,424)
FFO adjustments, net$125,384
 $66,181
    
FFO attributable to common shareholders$130,347
 $247,669
Convertible preferred share dividends13
 15
FFO attributable to common shareholders plus assumed conversions$130,360
 $247,684
Per diluted share$0.68
 $1.30
    
Reconciliation of weighted average shares outstanding:   
Weighted average common shares outstanding191,038
 190,689
Effect of dilutive securities:   
Employee stock options and restricted share awards75
 271
Convertible preferred shares30
 36
Denominator for FFO per diluted share191,143
 190,996

(Amounts in thousands, except per share amounts)For the Three Months Ended September 30,For the Nine Months Ended
September 30,
2020201920202019
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income (loss) attributable to common shareholders$53,170 $322,906 $(139,617)$2,904,589 
Per diluted share$0.28 $1.69 $(0.73)$15.20 
FFO adjustments:
Depreciation and amortization of real property$99,045 $89,479 $269,360 $303,415 
Net gains on sale of real estate— (178,769)— (178,769)
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)
Real estate impairment losses— — — 31,436 
Net gain from sale of UE common shares (sold on March 4, 2019)— — — (62,395)
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)— 4,875 4,938 19,211 
Lexington (sold on March 1, 2019)— — — (16,068)
Other— (7)— (48)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, net of $3,822 and $4,289 of noncontrolling interests
103,201 — 409,060 — 
Depreciation and amortization of real property38,987 37,696 119,146 97,317 
Decrease in fair value of marketable securities385 291 3,511 1,988 
241,618 (46,435)806,015 (2,363,067)
Noncontrolling interests' share of above adjustments(16,292)3,024 (54,311)149,957 
FFO adjustments, net$225,326 $(43,411)$751,704 $(2,213,110)
FFO attributable to common shareholders$278,496 $279,495 $612,087 $691,479 
Convertible preferred share dividends11 14 36 43 
FFO attributable to common shareholders plus assumed conversions$278,507 $279,509 $612,123 $691,522 
Per diluted share$1.46 $1.46 $3.20 $3.62 
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding191,162 190,814 191,102 190,762 
Effect of dilutive securities:
Convertible preferred shares26 34 28 35 
Employee stock options and restricted share awards— 176 25 227 
Denominator for FFO per diluted share191,188 191,024 191,155 191,024 

85

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:
(Amounts in thousands, except per share and per unit amounts)2020 2019(Amounts in thousands, except per share and per unit amounts)20202019
March 31,
Balance		 
Weighted
Average
Interest Rate
 
Effect of 1%
Change in
Base Rates
 
December 31,
Balance
 
Weighted
Average
Interest Rate
September 30, BalanceWeighted
Average
Interest Rate		Effect of 1%
Change in
Base Rates		December 31,
Balance		Weighted
Average
Interest Rate
Consolidated debt:      Consolidated debt:
Variable rate$2,196,562
 2.32% $21,966
 $1,643,500
 3.09%Variable rate$2,399,418 1.61%$23,994 $1,643,500 3.09%
Fixed rate5,799,366
 3.57% —
 5,801,516
 3.57%Fixed rate5,086,714 3.70%— 5,801,516 3.57%
$7,995,928
 3.22% 21,966
 $7,445,016
 3.46%$7,486,132 3.03%23,994 $7,445,016 3.46%
Pro rata share of debt of non-consolidated entities(1):
       
Pro rata share of debt of non-consolidated entities(1):
  
Variable rate$1,490,518
 2.70% 14,905
 $1,441,690
 3.34%Variable rate$1,479,094 1.78%14,791 $1,441,690 3.34%
Fixed rate1,361,087
 3.93% —
 1,361,169
 3.93%Fixed rate1,360,915 3.93%— 1,361,169 3.93%
$2,851,605
 3.29% 14,905
 $2,802,859
 3.62%$2,840,009 2.81%14,791 $2,802,859 3.62%
Noncontrolling interests' share of consolidated subsidiaries  (354)   Noncontrolling interests' share of consolidated subsidiaries(369)
Total change in annual net income attributable to the Operating Partnership  36,517
   Total change in annual net income attributable to the Operating Partnership38,416 
Noncontrolling interests’ share of the Operating Partnership  (2,396) 
 Noncontrolling interests’ share of the Operating Partnership(2,620)
Total change in annual net income attributable to Vornado  $34,121
   Total change in annual net income attributable to Vornado$35,796 
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit  $0.18
   Total change in annual net income attributable to the Operating Partnership per diluted Class A unit$0.19 
Total change in annual net income attributable to Vornado per diluted share  $0.18
   Total change in annual net income attributable to Vornado per diluted share$0.19 
____________________
(1)
(1)Our pro rata share of debt of non-consolidated entities as of March 31, 2020 and December 31, 2019 is net of $16,200 and $63,409, respectively, of our share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt, as of MarchSeptember 30, 2020 and December 31, 2020.
(Amounts in thousands) As of March 31, 2020
      Variable Rate    
Hedged Item (Interest rate swaps) Fair Value Notional Amount Spread over LIBOR Interest Rate Swapped Rate Expiration Date
Included in other assets:            
Other $94
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,439
 $750,000
(1) 
L+100 1.94% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,141
 100,000
 L+180 2.81% 4.14% 1/25
888 Seventh Avenue mortgage loan 3,077
 375,000
 L+170 2.62% 3.25% 12/20
770 Broadway mortgage loan 944
 700,000
 L+175 2.76% 2.56% 9/20
  $81,601
 $1,925,000
        
____________________
(1)
Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.2019 is net of $16,200 and $63,409, respectively, of our share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of March 31,September 30, 2020, the estimated fair value of our consolidated debt was $7,998,000,000.$7,503,000,000.
Derivatives and Hedging
    We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of September 30, 2020 and December 31, 2019.
(Amounts in thousands)As of September 30, 2020
Variable Rate
Hedged Item (Interest rate swaps)Fair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
Other$17 $175,000 
Included in other liabilities:
Unsecured term loan$63,437 $750,000 (1)L+1001.15%3.87%10/23
33-00 Northern Boulevard mortgage loan9,065 100,000 L+1801.96%4.14%1/25
888 Seventh Avenue mortgage loan1,034 375,000 L+1701.84%3.25%12/20
$73,536 $1,225,000 
____________________
(1)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.


86

Item 3. Quantitative and Qualitative Disclosures About Market Risk - continued
Derivatives and Hedging - continued
(Amounts in thousands)As of December 31, 2019
Variable Rate
Hedged Item (Interest rate swaps)Fair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
770 Broadway mortgage loan$4,045 $700,000 L+1753.46%2.56%9/20
888 Seventh Avenue mortgage loan218 375,000 L+1703.44%3.25%12/20
Other64 175,000 
$4,327 $1,250,000 
Included in other liabilities:
Unsecured term loan$36,809 $750,000 L+1002.80%3.87%10/23
33-00 Northern Boulevard mortgage loan3,545 100,000 L+1803.52%4.14%1/25
$40,354 $850,000 

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)
Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31,September 30, 2020, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)
Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31,September 30, 2020, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
87


PART II. OTHER INFORMATION

Item 1. Legal Proceedings
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
Except as set forth below, there were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.
Our business, financial condition, results of operations and cash flows have been and are expected to continue to be adversely affected by the recent COVID-19 pandemic and the impact could be material to us.
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential"Our business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread.spread of the virus. Some of the effects on us include the following:
•With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020.
•
With the exception of grocery stores and other "essential" businesses, substantially all of our retail tenants have closed their stores and many are seeking rent relief.
•While our buildings remain open, many of our office tenants are working remotely.
•We have closed the Hotel Pennsylvania. In connection with the closure, we accrued $9,246,000 of severance for furloughed Hotel Pennsylvania union employees and recognized a corresponding $3,145,000 income tax benefit for the three and nine months ended September 30, 2020.
•We have cancelled trade shows at theMART for the remainder of 2020.
•Because certain of our development projects were deemed "non-essential," they were temporarily paused in March 2020 due to New York State executive orders and resumed once New York City entered phase one of its state mandated reopening plan on June 8, 2020.
•As of April 30, 2020, we placed
•
While our office buildings remain open, substantially all of our office tenants are working remotely.
•
We have temporarily closed the Hotel Pennsylvania.
•
We have postponed trade shows at theMART for the remainder of 2020.
•
Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
•
Closings on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
We placed 1,803 employees on temporary furlough, includingwhich included 1,293 employees of Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees.
•
Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.
•
Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially all As of October 31, 2020, 40% of the rent due for Marchfurloughed employees have returned to work.
•Effective April 1, 2020, and collected 90%our executive officers waived portions of rent due from our office tenantstheir annual base salary for the monthremainder of 2020.
•Effective April 1, 2020, and 53%each non-management member of the rent due from our retail tenantsBoard of Trustees agreed to forgo their $75,000 annual cash retainer for the monthremainder of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. 2020.
While we believe that our tenants are required to pay rent under their leases, in limited circumstances, we have implementedagreed to and willmay continue to consider temporaryagree to rent deferrals and rent abatements for certain of our tenants. We have made a policy election in accordance with the Financial Accounting Standards Board (“FASB”) Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a case-by-case basis.straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted.
For the quarter ended September 30, 2020, we collected 93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants and 82% (85% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.


88

Item 1A. Risk Factors - continued
Numerous Federal, state, local and industry-initiated efforts may also affect our ability to collect rent or enforce remedies for the failure to pay rent. Certain of our tenants have incurred and may continue to incur significant costs or losses as a result of the COVID-19 pandemic and/or incur other liabilities related to shelter-in-place orders, quarantines, infection or other related factors.factors that may adversely impact their ability to pay us timely or at all.
The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market or other disruptions worldwide. Conditions in the bank lending, capital and other financial markets may deteriorate as a result of the pandemic, our access to capital and other sources of funding may become constrained and the ratios of our debt to asset values may deteriorate, which could adversely affect the availability and terms of future borrowings, renewals or refinancings. In addition, the deterioration of global, national, regional and local economic conditions as a result of the pandemic may ultimately decrease occupancy levels and/or rent levels across our portfolio as tenants reduce or defer their spending, which may result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders and the impact could be material. In addition, we have concluded that our investment in Fifth Avenue and Times Square JV is "other-than-temporarily" impaired and recorded non-cash impairment losses, net of noncontrolling interests, of $103,201,000 and $409,060,000, respectively, during the three and nine months ended September 30, 2020. The impairment losses are included in “(loss) income from partially owned entities” on our consolidated statements of income. The value of our real estate assets may continue to decline, which may result in materialadditional non-cash impairment charges in future periods.periods and that impact could be material. The extent of the COVID-19 pandemic's effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak and governmental responses thereto, all of which are uncertain and difficult to predict. Due to the speed with which the situation is developing, we are not able at this time to estimate the ultimate effect of these factors on our business but the adverse impact on our business, results of operations, financial condition and cash flows could be material. The potential effects of COVID-19 also could impact many of our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2019.2019 and give rise to additional risks and uncertainties currently not known to us or that we currently deem to be immaterial. However, the potential impact remains uncertain but that impact could be material to us.

PART II. OTHER INFORMATION - CONTINUED
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Vornado Realty Trust
None.
Vornado Realty L.P.
During the quarter ended March 31,September 30, 2020, we issued 582,431 8,536Class A units in connection with equity awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and consideration received included $4,934,589$299,272 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.
89


EXHIBIT INDEX
Exhibit No.
EXHIBIT INDEX
Exhibit No.
10.3515.1
—Employment agreement between Vornado Realty Trust and Glen J. Weiss dated May 25, 2018
10.36
—Employment agreement between Vornado Realty Trust and Haim Chera dated April 19, 2019
10.37
—Form of Vornado Realty Trust 2020 Outperformance Plan Award Agreement
15.1
—Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
15.2
—Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
31.1
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
31.2
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
31.3
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
31.4
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
32.1
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
32.2
—Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
32.3
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
32.4
—Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
101—The following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report
on Form 10-Q for the quarter ended March 31,September 30, 2020 formatted in Inline Extensible Business Reporting
Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income,
(iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity,
(v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements.
104—The cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for
the quarter ended March 31,September 30, 2020, formatted as iXBRL and contained in Exhibit 101

90


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: November 2, 2020By:VORNADO REALTY TRUST
(Registrant)
Date: May 4, 2020By:/s/ Matthew Iocco
Matthew Iocco, Chief Accounting Officer (duly
authorized officer and principal accounting officer)

91

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: November 2, 2020By:VORNADO REALTY L.P.
(Registrant)
Date: May 4, 2020By:/s/ Matthew Iocco
Matthew Iocco, Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)

7592