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Vornado Realty Lp (1040765) SEC Filing 8-K Material Event for the period ending Monday, August 1, 2022

Vornado Realty Lp

CIK: 1040765
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EXHIBIT 99.1

P R E S S R E L E A S E
Vornado Announces Second Quarter 2022 Financial Results
New York City | August 1, 2022
Vornado Realty Trust (NYSE: VNO) reported today:
Quarter Ended June 30, 2022 Financial Results
NET INCOME attributable to common shareholders for the quarter ended June 30, 2022 was $50,418,000, or $0.26 per diluted share, compared to $48,045,000, or $0.25 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended June 30, 2022 was $37,403,000, or $0.19 per diluted share, and $26,804,000, or $0.14 per diluted share for the quarter ended June 30, 2021.
FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended June 30, 2022 was $154,965,000, or $0.80 per diluted share, compared to $153,364,000, or $0.80 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended June 30, 2022 was $160,059,000, or $0.83 per diluted share, and $133,161,000, or $0.69 per diluted share for the quarter ended June 30, 2021.
Six Months Ended June 30, 2022 Financial Results
NET INCOME attributable to common shareholders for the six months ended June 30, 2022 was $76,896,000, or $0.40 per diluted share, compared to $52,128,000, or $0.27 per diluted share, for the six months ended June 30, 2021. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the six months ended June 30, 2022 was $69,209,000, or $0.36 per diluted share, and $39,250,000, or $0.20 per diluted share, for the six months ended June 30, 2021.
FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the six months ended June 30, 2022 was $309,997,000, or $1.60 per diluted share, compared to $271,771,000, or $1.41 per diluted share, for the six months ended June 30, 2021. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the six months ended June 30, 2022 was $312,496,000, or $1.62 per diluted share, and $257,520,000, or $1.34 per diluted share, for the six months ended June 30, 2021.
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The following table reconciles net income attributable to common shareholders to net income attributable to common shareholders, as adjusted (non-GAAP):
(Amounts in thousands, except per share amounts)For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
 2022202120222021
Net income attributable to common shareholders$50,418 $48,045 $76,896 $52,128 
Per diluted share$0.26 $0.25 $0.40 $0.27 
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on sale of the Center Building (33-00 Northern Boulevard, Long Island City, NY)$(15,213)$— $(15,213)$— 
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV(13,613)— (13,613)— 
Hotel Pennsylvania loss8,931 4,992 17,860 13,982 
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)3,234 — 6,407 — 
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium unit(s) and ancillary amenities(673)(22,208)(6,085)(22,208)
Other3,760 (5,508)2,660 (5,574)
(13,574)(22,724)(7,984)(13,800)
Noncontrolling interests' share of above adjustments559 1,483 297 922 
Total of certain (income) expense items that impact net income attributable to common shareholders$(13,015)$(21,241)$(7,687)$(12,878)
Per diluted share (non-GAAP)$(0.07)$(0.11)$(0.04)$(0.07)
Net income attributable to common shareholders, as adjusted (non-GAAP)$37,403 $26,804 $69,209 $39,250 
Per diluted share (non-GAAP)$0.19 $0.14 $0.36 $0.20 
The following table reconciles FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):
(Amounts in thousands, except per share amounts)For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
 2022202120222021
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1)
$154,965 $153,364 $309,997 $271,771 
Per diluted share (non-GAAP)$0.80 $0.80 $1.60 $1.41 
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)$3,234 $— $6,407 $— 
After-tax net gain on sale of 220 CPS condominium unit(s) and ancillary amenities(673)(22,208)(6,085)(22,208)
Other2,912 953 2,363 7,304 
5,473 (21,255)2,685 (14,904)
Noncontrolling interests' share of above adjustments(379)1,052 (186)653 
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$5,094 $(20,203)$2,499 $(14,251)
Per diluted share (non-GAAP)$0.03 $(0.11)$0.02 $(0.07)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$160,059 $133,161 $312,496 $257,520 
Per diluted share (non-GAAP)$0.83 $0.69 $1.62 $1.34 
____________________________________________________________
(1)    See page 10 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and six months ended June 30, 2022 and 2021.
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FFO, as Adjusted Bridge - Q2 2022 vs. Q2 2021
The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2021 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2022:
(Amounts in millions, except per share amounts)FFO, as Adjusted
AmountPer Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2021$133.2 $0.69 
Increase (decrease) in FFO, as adjusted due to:
Rent commencement and other tenant related items26.0 
Variable businesses (primarily signage and trade shows)8.5 
Acquisition of our partner's 45% ownership interest in One Park Avenue on August 5, 20213.6 
Straight-line impact of PENN 1 2023 estimated ground rent reset (5.8)
Other, net(3.3)
29.0 
Noncontrolling interests' share of above items(2.1)
Net increase26.9 0.14 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2022$160.1 $0.83 
See page 10 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and six months ended June 30, 2022 and 2021. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided above.
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Dispositions:
220 CPS
During the six months ended June 30, 2022, we closed on the sale of one condominium unit and ancillary amenities at 220 CPS for net proceeds of $16,124,000 resulting in a financial statement net gain of $7,030,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $945,000 of income tax expense was recognized on our consolidated statements of income. From inception to June 30, 2022, we have closed on the sale of 107 units and ancillary amenities for net proceeds of $3,023,020,000 resulting in financial statement net gains of $1,124,285,000.
SoHo Properties
On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Center Building (33-00 Northern Boulevard)
On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $74,000,000.
Financings:
100 West 33rd Street
On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (3.09% as of June 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.
770 Broadway
On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (3.75% as of June 30, 2022) and matures in July 2024, with three one-year extension options (July 2027 as fully extended). Upon the achievement of certain conditions within the first 18 months of closing, the interest rate will decrease to SOFR plus 1.75% and we will have the option to draw an additional $300,000,000 of proceeds. Concurrently with the refinancing, the interest rate on $350,000,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.
Unsecured Revolving Credit Facility
On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (2.68% as of June 30, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.
Unsecured Term Loan
On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (2.83% as of June 30, 2022). Under an existing swap agreement, $750,000,000 of the $800,000,000 loan has been swapped to a fixed rate of 4.05% through October 2023.

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Leasing Activity For the Three Months Ended June 30, 2022:
301,000 square feet of New York Office space (231,000 square feet at share) at an initial rent of $85.27 per square foot and a weighted average lease term of 11.5 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were positive 5.1% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $10.40 per square foot per annum, or 12.2% of initial rent.
8,000 square feet of New York Retail space (all at share) at an initial rent of $626.76 per square foot and a weighted average lease term of 12.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $66.28 per square foot per annum, or 10.6% of initial rent.
59,000 square feet at theMART (all at share) at an initial rent of $56.33 per square foot and a weighted average lease term of 4.7 years. The changes in the GAAP and cash mark-to-market rent on the 50,000 square feet of second generation space were positive 1.0% and negative 2.6%, respectively. Tenant improvements and leasing commissions were $4.23 per square foot per annum, or 7.5% of initial rent.
Leasing Activity For the Six Months Ended June 30, 2022:
573,000 square feet of New York Office space (467,000 square feet at share) at an initial rent of $83.15 per square foot and a weighted average lease term of 10.2 years. The changes in the GAAP and cash mark-to-market rent on the 261,000 square feet of second generation space were positive 5.9% and positive 4.7%, respectively. Tenant improvements and leasing commissions were $11.41 per square foot per annum, or 13.7% of initial rent.
28,000 square feet of New York Retail space (all at share) at an initial rent of $303.57 per square foot and a weighted average lease term of 13.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $28.05 per square foot per annum, or 9.2% of initial rent.
208,000 square feet at theMART (all at share) at an initial rent of $51.64 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 183,000 square feet of second generation space were negative 4.8% and negative 3.9%, respectively. Tenant improvements and leasing commissions were $10.58 per square foot per annum, or 20.5% of initial rent.
56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 34,000 square feet of second generation space were positive 56.4% and positive 19.8%, respectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of initial rent.
Same Store Net Operating Income ("NOI") At Share:
Below is the percentage increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street.
TotalNew YorktheMART555 California Street
Same store NOI at share % increase (1):
Three months ended June 30, 2022 compared to June 30, 20217.1 %7.1 %8.3 %6.1 %
Six months ended June 30, 2022 compared to June 30, 20215.3 %5.0 %9.2 %4.6 %
Three months ended June 30, 2022 compared to March 31, 20222.1 %2.2 %0.2 %3.0 %
Same store NOI at share - cash basis % increase(1):
Three months ended June 30, 2022 compared to June 30, 20218.4 %7.7 %10.5 %14.9 %
Six months ended June 30, 2022 compared to June 30, 20217.3 %6.6 %12.4 %10.0 %
Three months ended June 30, 2022 compared to March 31, 20221.7 %1.3 %5.4 %3.0 %
____________________
(1)See pages 12 through 17 for same store NOI at share and same store NOI at share - cash basis reconciliations.

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NOI At Share:
The elements of our New York and Other NOI at share for the three and six months ended June 30, 2022 and 2021 and the three months ended March 31, 2022 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Six Months Ended
June 30,
June 30,March 31, 2022
2022202120222021
NOI at share:
New York:
Office(1)
$182,042 $164,050 $177,809 $359,851 $330,685 
Retail51,438 39,213 52,105 103,543 75,915 
Residential5,250 4,239 4,774 10,024 8,695 
Alexander's9,362 9,069 8,979 18,341 19,558 
Hotel Pennsylvania(2)
— (5,533)— — (12,677)
Total New York248,092 211,038 243,667 491,759 422,176 
Other:
theMART19,947 18,412 19,914 39,861 36,519 
555 California Street16,724 16,038 16,235 32,959 32,102 
Other investments4,183 4,079 4,442 8,625 8,878 
Total Other40,854 38,529 40,591 81,445 77,499 
NOI at share$288,946 $249,567 $284,258 $573,204 $499,675 
_______________________
See notes below.

NOI At Share - Cash Basis:
The elements of our New York and Other NOI at share - cash basis for the three and six months ended June 30, 2022 and 2021 and the three months ended March 31, 2022 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Six Months Ended
June 30,
June 30,March 31, 2022
2022202120222021
NOI at share - cash basis:
New York:
Office(1)
$180,326 $167,322 $177,827 $358,153 $334,418 
Retail47,189 36,214 47,393 94,582 71,090 
Residential4,309 3,751 4,689 8,998 7,762 
Alexander's10,079 9,848 9,783 19,862 21,197 
Hotel Pennsylvania(2)
— (5,556)— — (12,723)
Total New York241,903 211,579 239,692 481,595 421,744 
Other:
theMART21,541 19,501 20,436 41,977 37,341 
555 California Street16,855 14,952 16,360 33,215 30,807 
Other investments4,372 4,381 4,640 9,012 9,431 
Total Other42,768 38,834 41,436 84,204 77,579 
NOI at share - cash basis$284,671 $250,413 $281,128 $565,799 $499,323 
______________________
(1)Includes Building Maintenance Services NOI of $6,468, $6,197, $5,782, $12,250 and $12,547, respectively, for the three months ended June 30, 2022 and 2021 and March 31, 2022 and the six months ended June 30, 2022 and 2021.
(2)    On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

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PENN District - Active Development/Redevelopment Summary as of June 30, 2022
(Amounts in thousands of dollars, except square feet)
Property
Rentable
Sq. Ft.
Cash Amount
Expended
Remaining Expenditures
Projected Incremental Cash Yield
Active PENN District ProjectsSegment
Budget(1)
Stabilization Year
Farley (95% interest)New York845,000 1,120,000 (2)1,059,403 (2)60,597 20226.4%
PENN 2 - as expandedNew York1,795,000 750,000 268,409 481,591 20259.0%
PENN 1 (including LIRR Concourse Retail)(3)
New York2,527,000 450,000 337,360 

112,640 N/A 12.2%
(3)(4)
Districtwide Improvements
New YorkN/A100,000 37,883 62,117 N/AN/A
Total Active PENN District Projects2,420,000 1,703,055 716,945 8.0%
________________________________
(1)    Excluding debt and equity carry.
(2)    Net of 154,000 of historic tax credit investor contributions, of which 88,000 has been funded to date (at our 95% share).
(3)    Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 12.2% projected return is before the ground rent reset in 2023, which may be material.
(4)    Projected to be achieved as pre-redevelopment leases roll; approximate average remaining lease term 3.6 years.

There can be no assurance that the above projects will be completed, completed on schedule or within budget. In addition, there can be no assurance that the Company will be successful in leasing the properties on the expected schedule or at the assumed rental rates.
Conference Call and Audio Webcast
As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, August 2, 2022 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 866-374-5140 (domestic) or 404-400-0571 (international) and entering the passcode 54130070. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.
Contact
Thomas J. Sanelli
(212) 894-7000
Supplemental Data
Further details regarding results of operations, properties and tenants can be accessed at the Company’s website www.vno.com. Vornado Realty Trust is a fully - integrated equity real estate investment trust.
Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this press release. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2021. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.
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VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)As ofIncrease
(Decrease)
 June 30, 2022December 31, 2021
ASSETS   
Real estate, at cost:
Land$2,493,688 $2,540,193 $(46,505)
Buildings and improvements10,054,872 9,839,166 215,706 
Development costs and construction in progress711,250 718,694 (7,444)
Leasehold improvements and equipment122,151 119,792 2,359 
Total13,381,961 13,217,845 164,116 
Less accumulated depreciation and amortization(3,532,984)(3,376,347)(156,637)
Real estate, net9,848,977 9,841,498 7,479 
Right-of-use assets685,962 337,197 348,765 
(1)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents988,398 1,760,225 (771,827)
Restricted cash127,920 170,126 (42,206)
Investments in U.S. Treasury bills494,045 — 494,045 
Total1,610,363 1,930,351 (319,988)
Tenant and other receivables76,769 79,661 (2,892)
Investments in partially owned entities3,270,229 3,297,389 (27,160)
Real estate fund investments930 7,730 (6,800)
220 CPS condominium units ready for sale51,072 57,142 (6,070)
Receivable arising from the straight-lining of rents687,782 656,318 31,464 
Deferred leasing costs, net378,484 391,693 (13,209)
Identified intangible assets, net144,597 154,895 (10,298)
Other assets397,256 512,714 (115,458)
Total assets$17,152,421 $17,266,588 $(114,167)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net$5,834,275 $6,053,343 $(219,068)
Senior unsecured notes, net1,190,812 1,189,792 1,020 
Unsecured term loan, net792,644 797,812 (5,168)
Unsecured revolving credit facilities575,000 575,000 — 
Lease liabilities727,641 370,206 357,435 
(1)
Accounts payable and accrued expenses463,333 613,497 (150,164)
Deferred revenue43,904 48,118 (4,214)
Deferred compensation plan96,202 110,174 (13,972)
Other liabilities271,788 304,725 (32,937)
Total liabilities9,995,599 10,062,667 (67,068)
Redeemable noncontrolling interests506,009 688,683 (182,674)
Shareholders' equity6,396,819 6,236,346 160,473 
Noncontrolling interests in consolidated subsidiaries253,994 278,892 (24,898)
Total liabilities, redeemable noncontrolling interests and equity$17,152,421 $17,266,588 $(114,167)
____________________________________________________________
(1)In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000.
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VORNADO REALTY TRUST
OPERATING RESULTS
(Amounts in thousands, except per share amounts)For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
 2022202120222021
Revenues$453,494 $378,941 $895,624 $758,918 
Net income$68,903 $76,832 $122,278 $103,825 
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries826 (8,784)(8,548)(14,898)
Operating Partnership(3,782)(3,536)(5,776)(3,865)
Net income attributable to Vornado65,947 64,512 107,954 85,062 
Preferred share dividends(15,529)(16,467)(31,058)(32,934)
Net income attributable to common shareholders$50,418 $48,045 $76,896 $52,128 
Income per common share - basic:
Net income per common share$0.26 $0.25 $0.40 $0.27 
Weighted average shares outstanding191,750 191,527 191,737 191,473 
Income per common share - diluted:
Net income per common share$0.26 $0.25 $0.40 $0.27 
Weighted average shares outstanding192,039 192,380 192,047 192,207 
FFO attributable to common shareholders plus assumed conversions (non-GAAP)$154,965 $153,364 $309,997 $271,771 
Per diluted share (non-GAAP)$0.80 $0.80 $1.60 $1.41 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$160,059 $133,161 $312,496 $257,520 
Per diluted share (non-GAAP)$0.83 $0.69 $1.62 $1.34 
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share193,423 192,406 193,297 192,233 

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for members of its senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions are provided on the following page. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2 of this press release.
NYSE: VNO | WWW.VNO.COM
PAGE 9 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS

The following table reconciles net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
(Amounts in thousands, except per share amounts)For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
2022202120222021
Net income attributable to common shareholders$50,418 $48,045 $76,896 $52,128 
Per diluted share$0.26 $0.25 $0.40 $0.27 
FFO adjustments:
Depreciation and amortization of real property$106,620 $82,396 $212,582 $170,115 
Net gain on sale of real estate(27,803)— (28,354)— 
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property33,681 34,846 65,820 69,704 
Net gain on sale of real estate(175)(3,052)(175)(3,052)
Increase in fair value of marketable securities— (1,216)— (1,405)
112,323 112,974 249,873 235,362 
Noncontrolling interests' share of above adjustments(7,781)(7,666)(17,287)(15,741)
FFO adjustments, net$104,542 $105,308 $232,586 $219,621 
FFO attributable to common shareholders$154,960 $153,353 309,482 271,749 
Impact of assumed conversion of dilutive convertible securities11 515 22 
FFO attributable to common shareholders plus assumed conversions$154,965 $153,364 $309,997 $271,771 
Per diluted share$0.80 $0.80 $1.60 $1.41 
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding191,750 191,527 191,737 191,473 
Effect of dilutive securities:
Convertible securities1,412 
(1)
26 1,271 
(1)
26 
Share-based payment awards261 853 289 734 
Denominator for FFO per diluted share193,423 192,406 193,297 192,233 
______________________
(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.
NYSE: VNO | WWW.VNO.COM
PAGE 10 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three and six months ended June 30, 2022 and 2021 and the three months ended March 31, 2022.
For the Three Months EndedFor the Six Months Ended
June 30,
(Amounts in thousands)June 30,March 31, 2022
2022202120222021
Net income $68,903 $76,832 $53,375 $122,278 $103,825 
Depreciation and amortization expense118,662 89,777 117,443 236,105 185,131 
General and administrative expense31,902 30,602 41,216 73,118 74,788 
Transaction related costs and other2,960 106 1,005 3,965 949 
Income from partially owned entities(25,720)(31,426)(33,714)(59,434)(60,499)
Loss (income) from real estate fund investments142 (5,342)(5,674)(5,532)(5,173)
Interest and other investment income, net(3,036)(1,539)(1,018)(4,054)(3,061)
Interest and debt expense62,640 51,894 52,109 114,749 101,958 
Net gains on disposition of wholly owned and partially owned assets(28,832)(25,724)(6,552)(35,384)(25,724)
Income tax expense 3,564 2,841 7,411 10,975 4,825 
NOI from partially owned entities74,060 77,235 78,692 152,752 155,991 
NOI attributable to noncontrolling interests in consolidated subsidiaries(16,299)(15,689)(20,035)(36,334)(33,335)
NOI at share288,946 249,567 284,258 573,204 499,675 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(4,275)846 (3,130)(7,405)(352)
NOI at share - cash basis$284,671 $250,413 $281,128 $565,799 $499,323 

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.
NYSE: VNO | WWW.VNO.COM
PAGE 11 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended June 30, 2022$288,946 $248,092 $19,947 $16,724 $4,183 
Less NOI at share from:
Change in ownership interest in One Park Avenue(5,308)(5,308)— — — 
Dispositions(1,628)(1,628)— — — 
Development properties(21,667)(21,667)— — — 
Other non-same store income, net(5,476)(1,293)— — (4,183)
Same store NOI at share for the three months ended June 30, 2022$254,867 $218,196 $19,947 $16,724 $— 
NOI at share for the three months ended June 30, 2021$249,567 $211,038 $18,412 $16,038 $4,079 
Less NOI at share from:
Dispositions(2,038)(2,038)— — — 
Development properties(9,066)(8,789)— (277)— 
Hotel Pennsylvania5,533 5,533 — — — 
Other non-same store income, net(6,102)(2,023)— — (4,079)
Same store NOI at share for the three months ended June 30, 2021$237,894 $203,721 $18,412 $15,761 $— 
Increase in same store NOI at share$16,973 $14,475 $1,535 $963 $— 
% increase in same store NOI at share7.1 %7.1 %8.3 %6.1 %0.0 %


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.

NYSE: VNO | WWW.VNO.COM
PAGE 12 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended June 30, 2022$284,671 $241,903 $21,541 $16,855 $4,372 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(3,830)(3,830)— — — 
Dispositions(1,715)(1,715)— — — 
Development properties(14,657)(14,657)— — — 
Other non-same store income, net(5,971)(1,599)— — (4,372)
Same store NOI at share - cash basis for the three months ended June 30, 2022$258,498 $220,102 $21,541 $16,855 $— 
NOI at share - cash basis for the three months ended June 30, 2021$250,413 $211,579 $19,501 $14,952 $4,381 
Less NOI at share - cash basis from:
Dispositions(2,200)(2,200)— — — 
Development properties(8,785)(8,508)— (277)— 
Hotel Pennsylvania 5,556 5,556 — — — 
Other non-same store income, net(6,516)(2,135)— — (4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021$238,468 $204,292 $19,501 $14,675 $— 
Increase in same store NOI at share - cash basis$20,030 $15,810 $2,040 $2,180 $— 
% increase in same store NOI at share - cash basis8.4 %7.7 %10.5 %14.9 %0.0 %

NYSE: VNO | WWW.VNO.COM
PAGE 13 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the six months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the six months ended June 30, 2022$573,204 $491,759 $39,861 $32,959 $8,625 
Less NOI at share from:
Change in ownership interest in One Park Avenue(11,263)(11,263)— — — 
Dispositions(3,435)(3,435)— — — 
Development properties(42,527)(42,527)— — — 
Other non-same store income, net(11,761)(3,136)— — (8,625)
Same store NOI at share for the six months ended June 30, 2022$504,218 $431,398 $39,861 $32,959 $— 
NOI at share for the six months ended June 30, 2021$499,675 $422,176 $36,519 $32,102 $8,878 
Less NOI at share from:
Dispositions(3,912)(3,912)— — — 
Development properties(16,906)(16,304)— (602)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,677 12,677 — — — 
Other non-same store income, net(12,795)(3,917)— — (8,878)
Same store NOI at share for the six months ended June 30, 2021$478,739 $410,720 $36,519 $31,500 $— 
Increase in same store NOI at share$25,479 $20,678 $3,342 $1,459 $— 
% increase in same store NOI at share5.3 %5.0 %9.2 %4.6 %0.0 %


NYSE: VNO | WWW.VNO.COM
PAGE 14 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the six months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the six months ended June 30, 2022$565,799 $481,595 $41,977 $33,215 $9,012 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(8,609)(8,609)— — — 
Dispositions(3,645)(3,645)— — — 
Development properties(28,586)(28,586)— — — 
Other non-same store income, net(12,902)(3,890)— — (9,012)
Same store NOI at share - cash basis for the six months ended June 30, 2022$512,057 $436,865 $41,977 $33,215 $— 
NOI at share - cash basis for the six months ended June 30, 2021$499,323 $421,744 $37,341 $30,807 $9,431 
Less NOI at share - cash basis from:
Dispositions(3,360)(3,360)— — — 
Development properties(17,579)(16,977)— (602)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,723 12,723 — — — 
Other non-same store income, net(13,682)(4,251)— — (9,431)
Same store NOI at share - cash basis for the six months ended June 30, 2021$477,425 $409,879 $37,341 $30,205 $— 
Increase in same store NOI at share - cash basis$34,632 $26,986 $4,636 $3,010 $— 
% increase in same store NOI at share - cash basis7.3 %6.6 %12.4 %10.0 %0.0 %


NYSE: VNO | WWW.VNO.COM
PAGE 15 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2022 compared to March 31, 2022.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended June 30, 2022$288,946 $248,092 $19,947 $16,724 $4,183 
Less NOI at share from:
Dispositions(1,628)(1,628)— — — 
Development properties(21,667)(21,667)— — — 
Other non-same store income, net(5,060)(877)— — (4,183)
Same store NOI at share for the three months ended June 30, 2022$260,591 $223,920 $19,947 $16,724 $— 
NOI at share for the three months ended March 31, 2022$284,258 $243,667 $19,914 $16,235 $4,442 
Less NOI at share from:
Dispositions(1,807)(1,807)— — — 
Development properties(20,860)(20,860)— — — 
Other non-same store income, net(6,351)(1,909)— — (4,442)
Same store NOI at share for the three months ended March 31, 2022$255,240 $219,091 $19,914 $16,235 $— 
Increase in same store NOI at share$5,351 $4,829 $33 $489 $— 
% increase in same store NOI at share2.1 %2.2 %0.2 %3.0 %0.0 %



NYSE: VNO | WWW.VNO.COM
PAGE 16 OF 17


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2022 compared to March 31, 2022.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended June 30, 2022$284,671 $241,903 $21,541 $16,855 $4,372 
Less NOI at share - cash basis from:
Dispositions(1,715)(1,715)— — — 
Development properties(14,657)(14,657)— — — 
Other non-same store income, net(5,543)(1,171)— — (4,372)
Same store NOI at share - cash basis for the three months ended June 30, 2022$262,756 $224,360 $21,541 $16,855 $— 
NOI at share - cash basis for the three months ended March 31, 2022$281,128 $239,692 $20,436 $16,360 $4,640 
Less NOI at share - cash basis from:
Dispositions(1,929)(1,929)— — — 
Development properties(13,929)(13,929)— — — 
Other non-same store income, net(6,991)(2,351)— — (4,640)
Same store NOI at share - cash basis for the three months ended March 31, 2022$258,279 $221,483 $20,436 $16,360 $— 
Increase in same store NOI at share - cash basis$4,477 $2,877 $1,105 $495 $— 
% increase in same store NOI at share - cash basis1.7 %1.3 %5.4 %3.0 %0.0 %


NYSE: VNO | WWW.VNO.COM
PAGE 17 OF 17

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CIK: 1040765
Form Type: 8-K Corporate News
Accession Number: 0000899689-22-000040
Submitted to the SEC: Mon Aug 01 2022 4:38:32 PM EST
Accepted by the SEC: Mon Aug 01 2022
Period: Monday, August 1, 2022
Industry: Real Estate Investment Trusts
Events:
  1. Earnings Release
  2. Financial Exhibit

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