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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
July 31, 2023
 
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland No.001-11954 No.22-1657560
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware No.001-34482 No.13-3925979
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
 
888 Seventh Avenue 
 New York,New York10019
(Address of Principal Executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Vornado Realty Trust
Common Shares of beneficial interest, $.04 par value per share
VNO
New York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust
5.40% Series L
VNO/PL
New York Stock Exchange
Vornado Realty Trust
5.25% Series M
VNO/PM
New York Stock Exchange
Vornado Realty Trust
5.25% Series N
VNO/PN
New York Stock Exchange
Vornado Realty Trust
4.45% Series OVNO/PO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨    




Item 2.02. Results of Operations and Financial Condition.
On July 31, 2023, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the second quarter of 2023.  That press release referred to supplemental data that is available on the Company’s website.  That press release and the supplemental data are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.
Exhibits 99.1, 99.2 and 99.3 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are being furnished as part of this Current Report on Form 8-K:
Vornado Realty Trust press release dated July 31, 2023
Vornado Realty Trust supplemental operating and financial data for the quarter ended June 30, 2023
Vornado Realty Trust supplemental fixed income data for the quarter ended June 30, 2023
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


2



SIGNATURE 
    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 hereunto duly authorized.
 VORNADO REALTY TRUST
 (Registrant)
   
 By:/s/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer (duly authorized officer and principal accounting officer)
Date: July 31, 2023
 
SIGNATURE
    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 hereunto duly authorized.
 VORNADO REALTY L.P.
 (Registrant)
By:VORNADO REALTY TRUST,
  Sole General Partner
 By:/s/ Deirdre Maddock
 Name:Deirdre Maddock
 Title:Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)
Date: July 31, 2023








3

Document
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P R E S S R E L E A S E
Vornado Announces Second Quarter 2023 Financial Results
New York City | July 31, 2023
Vornado Realty Trust (NYSE: VNO) reported today:
Quarter Ended June 30, 2023 Financial Results
NET INCOME attributable to common shareholders for the quarter ended June 30, 2023 was $46,377,000, or $0.24 per diluted share, compared to $50,418,000, or $0.26 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, 2023 was $27,454,000, or $0.14 per diluted share, and $37,403,000, or $0.19 per diluted share for the quarter ended June 30, 2022.
FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended June 30, 2023 was $144,059,000, or $0.74 per diluted share, compared to $154,965,000, 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 the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended June 30, 2023 was $140,737,000, or $0.72 per diluted share, and $160,059,000, or $0.83 per diluted share for the quarter ended June 30, 2022.
Six Months Ended June 30, 2023 Financial Results
NET INCOME attributable to common shareholders for the six months ended June 30, 2023 was $51,545,000, or $0.27 per diluted share, compared to $76,896,000, or $0.40 per diluted share, for the six months ended June 30, 2022. 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, 2023 was $29,827,000, or $0.15 per diluted share, and $69,209,000, or $0.36 per diluted share, for the six months ended June 30, 2022.
FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the six months ended June 30, 2023 was $263,149,000, or $1.35 per diluted share, compared to $309,997,000, or $1.60 per diluted share, for the six months ended June 30, 2022. 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, 2023 was $257,032,000, or $1.32 per diluted share, and $312,496,000, or $1.62 per diluted share, for the six months ended June 30, 2022.
NYSE: VNO | WWW.VNO.COM
PAGE 1 OF 18


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,
 2023202220232022
Net income attributable to common shareholders$46,377 $50,418 $51,545 $76,896 
Per diluted share$0.24 $0.26 $0.27 $0.40 
Certain (income) expense items that impact net income attributable to common shareholders:
Our share of Alexander's, Inc. ("Alexander's") gain on sale of Rego Park III land parcel$(16,396)$— $(16,396)$— 
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)2,206 3,234 5,081 6,407 
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)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities— (673)(6,173)(6,085)
Other(6,194)12,691 (5,906)20,520 
(20,384)(13,574)(23,394)(7,984)
Noncontrolling interests' share of above adjustments1,461 559 1,676 297 
Total of certain (income) expense items that impact net income attributable to common shareholders$(18,923)$(13,015)$(21,718)$(7,687)
Per diluted share (non-GAAP)$(0.10)$(0.07)$(0.12)$(0.04)
Net income attributable to common shareholders, as adjusted (non-GAAP)$27,454 $37,403 $29,827 $69,209 
Per diluted share (non-GAAP)$0.14 $0.19 $0.15 $0.36 
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,
 2023202220232022
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1)
$144,059 $154,965 $263,149 $309,997 
Per diluted share (non-GAAP)$0.74 $0.80 $1.35 $1.60 
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)$2,206 $3,234 $5,081 $6,407 
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities— (673)(6,173)(6,085)
Other(5,785)2,912 (5,497)2,363 
(3,579)5,473 (6,589)2,685 
Noncontrolling interests' share of above adjustments257 (379)472 (186)
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$(3,322)$5,094 $(6,117)$2,499 
Per diluted share (non-GAAP)$(0.02)$0.03 $(0.03)$0.02 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$140,737 $160,059 $257,032 $312,496 
Per diluted share (non-GAAP)$0.72 $0.83 $1.32 $1.62 
________________________________
(1)See page 11 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, 2023 and 2022.
NYSE: VNO | WWW.VNO.COM
PAGE 2 OF 18


FFO, as Adjusted Bridge - Q2 2023 vs. Q2 2022
The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2022 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2023:
(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, 2022$160.1 $0.83 
Increase (decrease) in FFO, as adjusted due to:
Non-recurring items impacting current quarter earnings:
345 Montgomery Street tenant settlement proceeds, net of legal expenses14.1 
Accelerated stock compensation expense on the June 2023 grant due to accelerated vesting conditions for retirement-eligible employees(7.5)
697-703 Fifth Avenue loan default interest in excess of rate under restructured loan(1)
(4.7)
Total non-recurring items impacting current quarter earnings1.9 
Increase in interest expense, net of increase in interest income(21.8)
Sale of 33‐00 Northern Boulevard, 40 Fulton Street and street retail properties(2.6)
Tenant related items2.2 
Other, net(0.4)
(20.7)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities1.3 
Net decrease(19.4)(0.11)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2023$140.7 $0.72 
________________________________
(1)The accrued default interest was forgiven by the lender as part of the June 2023 restructuring of the loan. In accordance with GAAP, the accrued amount will be amortized over the remaining term of the restructured loan, reducing future interest expense.
See page 11 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, 2023 and 2022. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on the previous page.
Dividends/Share Repurchase Program:
On April 26, 2023, Vornado announced the postponement of dividends on its common shares until the end of 2023, at which time, upon finalization of its 2023 taxable income, including the impact of asset sales, it will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by its Board of Trustees. Cash retained from dividends or from asset sales will be used to reduce debt and/or to fund the share repurchase program discussed below.
Vornado also announced that its Board of Trustees has authorized the repurchase of up to $200,000,000 of its outstanding common shares under a newly established share repurchase program.
During the three and six months ended June 30, 2023, we repurchased 1,722,295 common shares for $23,216,000 at an average price per share of $13.48.
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350 Park Avenue:
On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.
Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).
In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.
From October 2024 to June 2030, KG will have the option to either:
acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).
at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;
the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;
the master leases will terminate at the scheduled commencement of demolition;
or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.
Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.
Dispositions:
Alexander's
On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.
The Armory Show
On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,400,000, subject to certain post-closing adjustments. The financial statement gain, which will be recognized in the third quarter of 2023, will be approximately $20,000,000.
Manhattan Retail Properties Sale
On July 27, 2023, we entered into an agreement to sell four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000. We expect to close the sale in the third quarter of 2023 and recognize a financial statement loss of approximately $500,000. The sale is subject to customary closing conditions.
Financings:
150 West 34th Street Loan Participation
On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000. The remaining $100,000,000 mortgage loan balance bears interest at SOFR plus 1.86%, subject to an interest rate cap arrangement with a SOFR strike rate of 4.10%, and matures in May 2024.
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Financings - continued:
697-703 Fifth Avenue (Fifth Avenue and Times Square JV)
On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in March 2028, as fully extended. Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.
512 West 22nd Street
On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table below.
825 Seventh Avenue
On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.
Interest Rate Swap and Cap Arrangements
We entered into the following interest rate swap and cap arrangements during the six months ended June 30, 2023:
(Amounts in thousands)Notional Amount
(at share)
All-In Swapped RateExpiration DateVariable Rate Spread
Interest rate swaps:
555 California Street (effective 05/24)$840,000 6.03%05/26S+205
Unsecured term loan(1) (effective 10/23)
150,000 5.12%07/25S+129
Index Strike Rate
Interest rate caps:
1290 Avenue of the Americas (70.0% interest) (effective 11/23)(2)
$665,000 1.00%11/25S+162
One Park Avenue (effective 3/24)525,000 3.89%03/25S+122
731 Lexington Avenue office condominium (32.4% interest) (effective 7/23)162,000 6.00%06/24Prime + 0
640 Fifth Avenue (52.0% interest)259,925 4.00%05/24S+111
512 West 22nd Street (55.0% interest)71,088 4.50%06/25S+200
________________________________
(1)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods. The table below summarizes the impact of the swap arrangements on the unsecured term loan.
Swapped BalanceAll-In Swapped RateUnswapped Balance
(bears interest at S+129)
Through 10/23$800,000 4.04%$— 
10/23 through 07/25700,000 4.52%100,000 
07/25 through 10/26550,000 4.35%250,000 
10/26 through 08/2750,000 4.03%750,000 
(2)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests.
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PAGE 5 OF 18


Leasing Activity
The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
For the Three Months Ended June 30, 2023:
279,000 square feet of New York Office space (224,000 square feet at share) at an initial rent of $91.57 per square foot and a weighted average lease term of 10.7 years. The changes in the GAAP and cash mark-to-market rent on the 174,000 square feet of second generation space were positive 9.9% and positive 5.7%, respectively. Tenant improvements and leasing commissions were $10.94 per square foot per annum, or 11.9% of initial rent.
205,000 square feet of New York Retail space (159,000 square feet at share) at an initial rent of $50.29 per square foot and a weighted average lease term of 5.1 years. The changes in the GAAP and cash mark-to-market rent on the 97,000 square feet of second generation space were positive 20.6% and positive 15.6%, respectively. Tenant improvements and leasing commissions were $16.17 per square foot per annum, or 32.2% of initial rent.
29,000 square feet at THE MART (all at share) at an initial rent of $56.85 per square foot and a weighted average lease term of 3.7 years. The changes in the GAAP and cash mark-to-market rent on the 21,000 square feet of second generation space were negative 11.2% and negative 13.4%, respectively. Tenant improvements and leasing commissions were $4.86 per square foot per annum, or 8.5% of initial rent.
6,000 square feet at 555 California Street (4,000 square feet at share) at an initial rent of $120.56 per square foot and a weighted average lease term of 5.2 years. The changes in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 12.8% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $9.12 per square foot per annum, or 7.6% of initial rent.
For the Six Months Ended June 30, 2023:
1,056,000 square feet of New York Office space (996,000 square feet at share) at an initial rent of $98.89 per square foot and a weighted average lease term of 9.8 years. The changes in the GAAP and cash mark-to-market rent on the 851,000 square feet of second generation space were positive 8.7% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $4.55 per square foot per annum, or 4.6% of initial rent.
230,000 square feet of New York Retail space (179,000 square feet at share) at an initial rent of $85.76 per square foot and a weighted average lease term of 5.3 years. The changes in the GAAP and cash mark-to-market rent on the 104,000 square feet of second generation space were positive 11.3% and positive 8.6%, respectively. Tenant improvements and leasing commissions were $17.59 per square foot per annum, or 20.5% of initial rent.
108,000 square feet at THE MART (all at share) at an initial rent of $56.55 per square foot and a weighted average lease term of 6.0 years. The changes in the GAAP and cash mark-to-market rent on the 72,000 square feet of second generation space were negative 4.3% and negative 9.4%, respectively. Tenant improvements and leasing commissions were $7.48 per square foot per annum, or 13.2% of initial rent.
10,000 square feet at 555 California Street (7,000 square feet at share) at an initial rent of $134.70 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 12.8% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $22.92 per square foot per annum, or 17.0% of initial rent.
Same Store Net Operating Income ("NOI") At Share:
Below is the percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, THE MART and 555 California Street.
TotalNew YorkTHE MART
555 California Street(2)
Same store NOI at share % increase (decrease)(1):
Three months ended June 30, 2023 compared to June 30, 20226.7 %2.9 %(17.5)%87.4 %
Six months ended June 30, 2023 compared to June 30, 20223.3 %2.3 %(20.0)%46.5 %
Three months ended June 30, 2023 compared to March 31, 20238.5 %3.0 %6.8 %85.2 %
Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended June 30, 2023 compared to June 30, 20226.2 %2.7 %(23.0)%91.5 %
Six months ended June 30, 2023 compared to June 30, 20223.9 %3.2 %(25.5)%50.5 %
Three months ended June 30, 2023 compared to March 31, 20236.1 %(0.1)%13.1 %82.2 %
____________________
(1)See pages 13 through 18 for same store NOI at share and same store NOI at share - cash basis reconciliations.
(2)2023 includes our $14,103,000 share of the receipt of a tenant settlement, net of legal expenses.
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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, 2023 and 2022 and the three months ended March 31, 2023 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Six Months Ended
June 30,
June 30,March 31, 2023
2023202220232022
NOI at share:
New York:
Office(1)
$186,042 $182,042 $174,270 $360,312 $359,851 
Retail47,428 51,438 47,196 94,624 103,543 
Residential5,467 5,250 5,458 10,925 10,024 
Alexander's9,429 9,362 9,070 18,499 18,341 
Total New York248,366 248,092 235,994 484,360 491,759 
Other:
THE MART16,462 19,947 15,409 31,871 39,861 
555 California Street(2)
31,347 16,724 16,929 48,276 32,959 
Other investments5,464 4,183 5,151 10,615 8,625 
Total Other53,273 40,854 37,489 90,762 81,445 
NOI at share$301,639 $288,946 $273,483 $575,122 $573,204 
________________________________
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, 2023 and 2022 and the three months ended March 31, 2023 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Six Months Ended
June 30,
June 30,March 31, 2023
2023202220232022
NOI at share - cash basis:
New York:
Office(1)
$181,253 $180,326 $182,081 $363,334 $358,153 
Retail44,956 47,189 44,034 88,990 94,582 
Residential5,129 4,309 5,051 10,180 8,998 
Alexander's10,231 10,079 9,861 20,092 19,862 
Total New York241,569 241,903 241,027 482,596 481,595 
Other:
THE MART16,592 21,541 14,675 31,267 41,977 
555 California Street(2)
32,284 16,855 17,718 50,002 33,215 
Other investments5,624 4,372 5,115 10,739 9,012 
Total Other54,500 42,768 37,508 92,008 84,204 
NOI at share - cash basis$296,069 $284,671 $278,535 $574,604 $565,799 
________________________________
(1)Includes Building Maintenance Services NOI of $6,797, $6,468, $6,289, $13,086 and $12,250, respectively, for the three months ended June 30, 2023 and 2022 and March 31, 2023 and the six months ended June 30, 2023 and 2022.
(2)2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses.
NYSE: VNO | WWW.VNO.COM
PAGE 7 OF 18


PENN District - Active Development/Redevelopment Summary as of June 30, 2023
(Amounts in thousands of dollars, except square feet)
Property
Rentable
Sq. Ft.
Cash Amount
Expended
Remaining Expenditures
Stabilization Year
Projected Incremental
Cash Yield
Active PENN District ProjectsSegment
Budget(1)
PENN 2 - as expandedNew York1,795,000 750,000 515,417 234,583 20259.5%
PENN 1 (including LIRR Concourse Retail)(2)
New York2,559,000 450,000 401,262 

48,738 N/A13.2%(2)(3)
Districtwide ImprovementsNew YorkN/A100,000 43,713 56,287 N/AN/A
Total Active PENN District Projects1,300,000 960,392 339,608 10.1%
________________________________
(1)    Excluding debt and equity carry.
(2)    Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in June 2023, which has yet to be determined and may be material.
(3)    Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.2 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 1, 2023 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-317-6003 (domestic) or 412-317-6061 (international) and entering the passcode 2738876. 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; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. 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, 2022. Currently, some of the factors are the impacts of the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general.
NYSE: VNO | WWW.VNO.COM
PAGE 8 OF 18


VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)As ofIncrease
(Decrease)
 June 30, 2023December 31, 2022
ASSETS   
Real estate, at cost:
Land$2,457,589 $2,451,828 $5,761 
Buildings and improvements9,839,556 9,804,204 35,352 
Development costs and construction in progress1,177,290 933,334 243,956 
Leasehold improvements and equipment127,319 125,389 1,930 
Total13,601,754 13,314,755 286,999 
Less accumulated depreciation and amortization(3,625,270)(3,470,991)(154,279)
Real estate, net9,976,484 9,843,764 132,720 
Right-of-use assets685,536 684,380 1,156 
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents1,133,693 889,689 244,004 
Restricted cash178,440 131,468 46,972 
Investments in U.S. Treasury bills— 471,962 (471,962)
Total1,312,133 1,493,119 (180,986)
Tenant and other receivables87,551 81,170 6,381 
Investments in partially owned entities2,641,297 2,665,073 (23,776)
220 CPS condominium units ready for sale39,098 43,599 (4,501)
Receivable arising from the straight-lining of rents693,220 694,972 (1,752)
Deferred leasing costs, net359,752 373,555 (13,803)
Identified intangible assets, net134,683 139,638 (4,955)
Other assets508,085 474,105 33,980 
Total assets$16,437,839 $16,493,375 $(55,536)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net$5,715,138 $5,829,018 $(113,880)
Senior unsecured notes, net1,192,853 1,191,832 1,021 
Unsecured term loan, net793,864 793,193 671 
Unsecured revolving credit facilities575,000 575,000 — 
Lease liabilities744,696 735,969 8,727 
Accounts payable and accrued expenses504,295 450,881 53,414 
Deferred revenue35,884 39,882 (3,998)
Deferred compensation plan99,050 96,322 2,728 
Other liabilities302,233 268,166 34,067 
Total liabilities9,963,013 9,980,263 (17,250)
Redeemable noncontrolling interests480,296 436,732 43,564 
Shareholders' equity5,734,857 5,839,728 (104,871)
Noncontrolling interests in consolidated subsidiaries259,673 236,652 23,021 
Total liabilities, redeemable noncontrolling interests and equity$16,437,839 $16,493,375 $(55,536)
NYSE: VNO | WWW.VNO.COM
PAGE 9 OF 18


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,
 2023202220232022
Revenues$472,359 $453,494 $918,282 $895,624 
Net income$62,733 $68,903 $73,931 $122,278 
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries2,781 826 12,709 (8,548)
Operating Partnership(3,608)(3,782)(4,037)(5,776)
Net income attributable to Vornado61,906 65,947 82,603 107,954 
Preferred share dividends(15,529)(15,529)(31,058)(31,058)
Net income attributable to common shareholders$46,377 $50,418 $51,545 $76,896 
Income per common share - basic:
Net income per common share$0.24 $0.26 $0.27 $0.40 
Weighted average shares outstanding191,468 191,750 191,668 191,737 
Income per common share - diluted:
Net income per common share$0.24 $0.26 $0.27 $0.40 
Weighted average shares outstanding194,804 192,039 194,364 192,047 
FFO attributable to common shareholders plus assumed conversions (non-GAAP)$144,059 $154,965 $263,149 $309,997 
Per diluted share (non-GAAP)$0.74 $0.80 $1.35 $1.60 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$140,737 $160,059 $257,032 $312,496 
Per diluted share (non-GAAP)$0.72 $0.83 $1.32 $1.62 
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share194,878 193,423 194,543 193,297 
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 it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. 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 10 OF 18


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,
2023202220232022
Net income attributable to common shareholders$46,377 $50,418 $51,545 $76,896 
Per diluted share$0.24 $0.26 $0.27 $0.40 
FFO adjustments:
Depreciation and amortization of real property$94,922 $106,620 $189,714 $212,582 
Net gain on sale of real estate(260)(27,803)(260)(28,354)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property26,666 33,681 54,135 65,820 
Net gain on sale of real estate(16,545)(175)(16,545)(175)
104,783 112,323 227,044 249,873 
Noncontrolling interests' share of above adjustments(7,510)(7,781)(16,256)(17,287)
FFO adjustments, net$97,273 $104,542 $210,788 $232,586 
FFO attributable to common shareholders$143,650 $154,960 $262,333 $309,482 
Impact of assumed conversion of dilutive convertible securities409 816 515 
FFO attributable to common shareholders plus assumed conversions$144,059 $154,965 $263,149 $309,997 
Per diluted share$0.74 $0.80 $1.35 $1.60 
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding191,468 191,750 191,668 191,737 
Effect of dilutive securities:
Convertible securities3,378 1,412 2,852 1,271 
Share-based payment awards32 261 23 289 
Denominator for FFO per diluted share194,878 193,423 194,543 193,297 
NYSE: VNO | WWW.VNO.COM
PAGE 11 OF 18


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, 2023 and 2022 and the three months ended March 31, 2023.
(Amounts in thousands)For the Three Months EndedFor the Six Months Ended
June 30,
June 30,March 31, 2023
2023202220232022
Net income $62,733 $68,903 $11,198 $73,931 $122,278 
Depreciation and amortization expense107,162 118,662 106,565 213,727 236,105 
General and administrative expense39,410 31,902 41,595 81,005 73,118 
Transaction related costs and other30 2,960 658 688 3,965 
Income from partially owned entities(37,272)(25,720)(16,666)(53,938)(59,434)
Loss (income) from real estate fund investments102 142 19 121 (5,532)
Interest and other investment income, net(13,255)(3,036)(9,603)(22,858)(4,054)
Interest and debt expense87,165 62,640 86,237 173,402 114,749 
Net gains on disposition of wholly owned and partially owned assets(936)(28,832)(7,520)(8,456)(35,384)
Income tax expense 4,497 3,564 4,667 9,164 10,975 
NOI from partially owned entities70,745 74,060 68,097 138,842 152,752 
NOI attributable to noncontrolling interests in consolidated subsidiaries(18,742)(16,299)(11,764)(30,506)(36,334)
NOI at share301,639 288,946 273,483 575,122 573,204 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(5,570)(4,275)5,052 (518)(7,405)
NOI at share - cash basis$296,069 $284,671 $278,535 $574,604 $565,799 
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 12 OF 18


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED
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, THE MART, 555 California Street and other investments for the three months ended June 30, 2023 compared to June 30, 2022.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share for the three months ended June 30, 2023$301,639 $248,366 $16,462 $31,347 $5,464 
Less NOI at share from:
Dispositions111 111 — — — 
Development properties(7,594)(7,594)— — — 
Other non-same store income, net(6,658)(1,194)— — (5,464)
Same store NOI at share for the three months ended June 30, 2023$287,498 $239,689 $16,462 $31,347 $— 
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(3,321)(3,321)— — — 
Development properties(8,263)(8,263)— — — 
Other non-same store income, net(7,803)(3,620)— — (4,183)
Same store NOI at share for the three months ended June 30, 2022$269,559 $232,888 $19,947 $16,724 $— 
Increase (decrease) in same store NOI at share$17,939 $6,801 $(3,485)$14,623 $— 
% increase (decrease) in same store NOI at share6.7 %2.9 %(17.5)%87.4 %0.0 %
NYSE: VNO | WWW.VNO.COM
PAGE 13 OF 18


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, THE MART, 555 California Street and other investments for the three months ended June 30, 2023 compared to June 30, 2022.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share - cash basis for the three months ended June 30, 2023$296,069 $241,569 $16,592 $32,284 $5,624 
Less NOI at share - cash basis from:
Dispositions111 111 — — — 
Development properties(6,687)(6,687)— — — 
Other non-same store income, net(7,061)(1,437)— — (5,624)
Same store NOI at share - cash basis for the three months ended June 30, 2023$282,432 $233,556 $16,592 $32,284 $— 
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(3,149)(3,149)— — — 
Development properties(7,620)(7,620)— — — 
Other non-same store income, net(8,007)(3,635)— — (4,372)
Same store NOI at share - cash basis for the three months ended June 30, 2022$265,895 $227,499 $21,541 $16,855 $— 
Increase (decrease) in same store NOI at share - cash basis$16,537 $6,057 $(4,949)$15,429 $— 
% increase (decrease) in same store NOI at share - cash basis6.2 %2.7 %(23.0)%91.5 %0.0 %
NYSE: VNO | WWW.VNO.COM
PAGE 14 OF 18


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, THE MART, 555 California Street and other investments for the six months ended June 30, 2023 compared to June 30, 2022.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share for the six months ended June 30, 2023$575,122 $484,360 $31,871 $48,276 $10,615 
Less NOI at share from:
Dispositions307 307 — — — 
Development properties(15,140)(15,140)— — — 
Other non-same store (income) expense, net(8,145)2,470 — — (10,615)
Same store NOI at share for the six months ended June 30, 2023$552,144 $471,997 $31,871 $48,276 $— 
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:
Dispositions(6,356)(6,356)— — — 
Development properties(15,702)(15,702)— — — 
Other non-same store income, net(16,722)(8,097)— — (8,625)
Same store NOI at share for the six months ended June 30, 2022$534,424 $461,604 $39,861 $32,959 $— 
Increase (decrease) in same store NOI at share$17,720 $10,393 $(7,990)$15,317 $— 
% increase (decrease) in same store NOI at share3.3 %2.3 %(20.0)%46.5 %0.0 %
NYSE: VNO | WWW.VNO.COM
PAGE 15 OF 18


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, THE MART, 555 California Street and other investments for the six months ended June 30, 2023 compared to June 30, 2022.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share - cash basis for the six months ended June 30, 2023$574,604 $482,596 $31,267 $50,002 $10,739 
Less NOI at share - cash basis from:
Dispositions307 307 — — — 
Development properties(13,457)(13,457)— — — 
Other non-same store income, net(13,131)(2,392)— — (10,739)
Same store NOI at share - cash basis for the six months ended June 30, 2023$548,323 $467,054 $31,267 $50,002 $— 
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:
Dispositions(6,205)(6,205)— — — 
Development properties(14,375)(14,375)— — — 
Other non-same store income, net(17,339)(8,327)— — (9,012)
Same store NOI at share - cash basis for the six months ended June 30, 2022$527,880 $452,688 $41,977 $33,215 $— 
Increase (decrease) in same store NOI at share - cash basis$20,443 $14,366 $(10,710)$16,787 $— 
% increase (decrease) in same store NOI at share - cash basis3.9 %3.2 %(25.5)%50.5 %0.0 %
NYSE: VNO | WWW.VNO.COM
PAGE 16 OF 18


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, THE MART, 555 California Street and other investments for the three months ended June 30, 2023 compared to March 31, 2023.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share for the three months ended June 30, 2023$301,639 $248,366 $16,462 $31,347 $5,464 
Less NOI at share from:
Dispositions111 111 — — — 
Development properties(7,594)(7,594)— — — 
Other non-same store income, net(6,298)(834)— — (5,464)
Same store NOI at share for the three months ended June 30, 2023$287,858 $240,049 $16,462 $31,347 $— 
NOI at share for the three months ended March 31, 2023$273,483 $235,994 $15,409 $16,929 $5,151 
Less NOI at share from:
Dispositions195 195 — — — 
Development properties(7,230)(7,230)— — — 
Other non-same store (income) expense, net(1,126)4,025 — — (5,151)
Same store NOI at share for the three months ended March 31, 2023$265,322 $232,984 $15,409 $16,929 $— 
Increase in same store NOI at share$22,536 $7,065 $1,053 $14,418 $— 
% increase in same store NOI at share8.5 %3.0 %6.8 %85.2 %0.0 %
NYSE: VNO | WWW.VNO.COM
PAGE 17 OF 18


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, THE MART, 555 California Street and other investments for the three months ended June 30, 2023 compared to March 31, 2023.
(Amounts in thousands)TotalNew YorkTHE MART555 California StreetOther
NOI at share - cash basis for the three months ended June 30, 2023$296,069 $241,569 $16,592 $32,284 $5,624 
Less NOI at share - cash basis from:
Dispositions111 111 — — — 
Development properties(6,687)(6,687)— — — 
Other non-same store income, net(6,701)(1,077)— — (5,624)
Same store NOI at share - cash basis for the three months ended June 30, 2023$282,792 $233,916 $16,592 $32,284 $— 
NOI at share - cash basis for the three months ended March 31, 2023$278,535 $241,027 $14,675 $17,718 $5,115 
Less NOI at share - cash basis from:
Dispositions195 195 — — — 
Development properties(6,475)(6,475)— — — 
Other non-same store income, net(5,708)(593)— — (5,115)
Same store NOI at share - cash basis for the three months ended March 31, 2023$266,547 $234,154 $14,675 $17,718 $— 
Increase (decrease) in same store NOI at share - cash basis$16,245 $(238)$1,917 $14,566 $— 
% increase (decrease) in same store NOI at share - cash basis6.1 %(0.1)%13.1 %82.2 %0.0 %
NYSE: VNO | WWW.VNO.COM
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INDEX 
 Page
BUSINESS DEVELOPMENTS-
FINANCIAL INFORMATION
Financial Highlights
FFO, As Adjusted Bridge
Consolidated Balance Sheets
Net Income Attributable to Common Shareholders (Consolidated and by Segment)-
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment)-
Same Store NOI at Share and Same Store NOI at Share - Cash Basis
DEVELOPMENT ACTIVITY
PENN District Active Development/Redevelopment Summary
Future Development Opportunities
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity-
Lease Expirations-
CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS-
UNCONSOLIDATED JOINT VENTURES-
DEBT AND CAPITALIZATION
Capital Structure
Common Shares Data
Debt Analysis
Hedging Instruments
Consolidated Debt Maturities
PROPERTY STATISTICS
Top 30 Tenants
Square Footage
Occupancy and Residential Statistics
Ground Leases
Property Table-
EXECUTIVE OFFICERS AND RESEARCH COVERAGE
APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
Definitions
Reconciliations-
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of 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 supplemental package. 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; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, some of the factors are the impacts of the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. 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, 2022. 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 supplemental package. 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 supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this supplemental package on page i in the Appendix.
This supplemental package should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and the Company’s Supplemental Fixed Income Data package for the quarter ended June 30, 2023, both of which can be accessed at the Company’s website www.vno.com.
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BUSINESS DEVELOPMENTS 
Dividends/Share Repurchase Program
On April 26, 2023, Vornado announced the postponement of dividends on its common shares until the end of 2023, at which time, upon finalization of its 2023 taxable income, including the impact of asset sales, it will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by its Board of Trustees. Cash retained from dividends or from asset sales will be used to reduce debt and/or to fund the share repurchase program discussed below.
Vornado also announced that its Board of Trustees has authorized the repurchase of up to $200,000,000 of its outstanding common shares under a newly established share repurchase program.
During the three and six months ended June 30, 2023, we repurchased 1,722,295 common shares for $23,216,000 at an average price per share of $13.48.
350 Park Avenue
On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.
Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).
In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.
From October 2024 to June 2030, KG will have the option to either:
acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).
at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;
the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;
the master leases will terminate at the scheduled commencement of demolition;
or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.
Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.
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BUSINESS DEVELOPMENTS 
Dispositions
Alexander's, Inc. ("Alexander's")
On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.
The Armory Show
On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,400,000, subject to certain post-closing adjustments. The financial statement gain, which will be recognized in the third quarter of 2023, will be approximately $20,000,000.
Manhattan Retail Properties Sale
On July 27, 2023, we entered into an agreement to sell four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000. We expect to close the sale in the third quarter of 2023 and recognize a financial statement loss of approximately $500,000. The sale is subject to customary closing conditions.
Financing Activity
150 West 34th Street Loan Participation
On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000. The remaining $100,000,000 mortgage loan balance bears interest at SOFR plus 1.86%, subject to an interest rate cap arrangement with a SOFR strike rate of 4.10%, and matures in May 2024.
697-703 Fifth Avenue (Fifth Avenue and Times Square JV)
On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in March 2028, as fully extended. Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.
512 West 22nd Street
On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table on the following page.
825 Seventh Avenue
On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.
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BUSINESS DEVELOPMENTS 
Financing Activity - continued
Interest Rate Swap and Cap Arrangements
We entered into the following interest rate swap and cap arrangements during the six months ended June 30, 2023. See page 34 for further information on our interest rate swap and cap arrangements:
(Amounts in thousands)Notional Amount
(at share)
All-In Swapped RateExpiration DateVariable Rate Spread
Interest rate swaps:
555 California Street (effective 05/24)$840,000 6.03%05/26S+205
Unsecured term loan(1) (effective 10/23)
150,000 5.12%07/25S+129
Index Strike Rate
Interest rate caps:
1290 Avenue of the Americas (70.0% interest) (effective 11/23)(2)
$665,000 1.00%11/25S+162
One Park Avenue (effective 3/24)525,000 3.89%03/25S+122
731 Lexington Avenue office condominium (32.4% interest) (effective 7/23)162,000 6.00%06/24Prime + 0
640 Fifth Avenue (52.0% interest)259,925 4.00%05/24S+111
512 West 22nd Street (55.0% interest)71,088 4.50%06/25S+200
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(1)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods. The table below summarizes the impact of the swap arrangements on the unsecured term loan.
Swapped BalanceAll-In Swapped RateUnswapped Balance
(bears interest at S+129)
Through 10/23$800,000 4.04%$— 
10/23 through 07/25700,000 4.52%100,000 
07/25 through 10/26550,000 4.35%250,000 
10/26 through 08/2750,000 4.03%750,000 
(2)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests.

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FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
 For the Three Months EndedFor the Six Months Ended
June 30,
 June 30,March 31, 2023
 2023202220232022
Total revenues$472,359 $453,494 $445,923 $918,282 $895,624 
Net income attributable to common shareholders$46,377 $50,418 $5,168 $51,545 $76,896 
Per common share:     
Basic$0.24 $0.26 $0.03 $0.27 $0.40 
Diluted$0.24 $0.26 $0.03 $0.27 $0.40 
Net income attributable to common shareholders, as adjusted (non-GAAP)$27,454 $37,403 $2,373 $29,827 $69,209 
Per diluted share (non-GAAP)$0.14 $0.19 $0.01 $0.15 $0.36 
FFO attributable to common shareholders plus assumed conversions, as adjusted
(non-GAAP)
$140,737 $160,059 $116,288 $257,032 $312,496 
Per diluted share (non-GAAP)$0.72 $0.83 $0.60 $1.32 $1.62 
FFO attributable to common shareholders plus assumed conversions (non-GAAP)$144,059 $154,965 $119,083 $263,149 $309,997 
FFO - Operating Partnership ("OP") basis (non-GAAP)$155,149 $166,500 $128,229 $283,385 $333,003 
Per diluted share (non-GAAP)$0.74 $0.80 $0.61 $1.35 $1.60 
Dividends per common share$— 
(1)
$0.53 $0.375 $0.375 
(1)
$1.06 
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted)— %
(1)
63.9 %62.5 %28.4 %
(1)
65.4 %
FAD payout ratio— %
(1)
80.3 %85.2 %36.8 %
(1)
77.9 %
Weighted average common shares outstanding (REIT basis)191,468 191,750 191,869 191,668 191,737 
Convertible units:
Class A units13,943 13,509 13,933 13,938 13,463 
Convertible securities3,378 1,412 2,470 2,852 1,271 
Share based payment awards357 643 436 370 701 
Weighted average common shares outstanding (OP basis)209,146 207,314 208,708 208,828 207,172 
____________________
(1)On April 26, 2023, Vornado announced the postponement of dividends on its common shares until the end of 2023, at which time, upon finalization of its 2023 taxable income, including the impact of asset sales, it will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by its Board of Trustees.
Please refer to the Appendix for reconciliations of GAAP to non-GAAP measures.
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FFO, AS ADJUSTED BRIDGE - Q2 2023 VS. Q2 2022 (unaudited)
(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, 2022$160.1 $0.83 
Increase (decrease) in FFO, as adjusted due to:
Non-recurring items impacting current quarter earnings:
345 Montgomery Street tenant settlement proceeds, net of legal expenses14.1 
Accelerated stock compensation expense on the June 2023 grant due to accelerated vesting conditions for retirement-eligible employees(7.5)
697-703 Fifth Avenue loan default interest in excess of rate under restructured loan(1)
(4.7)
Total non-recurring items impacting current quarter earnings1.9 
Increase in interest expense, net of increase in interest income(21.8)
Sale of 33‐00 Northern Boulevard, 40 Fulton Street and street retail properties(2.6)
Tenant related items2.2 
Other, net(0.4)
(20.7)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities1.3 
Net decrease(19.4)(0.11)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended June 30, 2023$140.7 $0.72 
________________________________
(1)The accrued default interest was forgiven by the lender as part of the June 2023 restructuring of the loan. In accordance with GAAP, the accrued amount will be amortized over the remaining term of the restructured loan, reducing future interest expense.
Please refer to the Appendix for reconciliations of GAAP to non-GAAP measures.
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CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
As ofIncrease
(Decrease)
 June 30, 2023December 31, 2022
ASSETS   
Real estate, at cost:
Land$2,457,589 $2,451,828 $5,761 
Buildings and improvements9,839,556 9,804,204 35,352 
Development costs and construction in progress1,177,290 933,334 243,956 
Leasehold improvements and equipment127,319 125,389 1,930 
Total13,601,754 13,314,755 286,999 
Less accumulated depreciation and amortization(3,625,270)(3,470,991)(154,279)
Real estate, net9,976,484 9,843,764 132,720 
Right-of-use assets685,536 684,380 1,156 
Cash, cash equivalents, restricted cash and investments in U.S.