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VORNADO REALTY TRUST

For the period ended Dec 31, 2024. Filed Feb 10, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 10, 2025

VNO$35.56-3.0%Stored close · as of Nov 10, 2026

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Item 8. Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Recoverability Assessment – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. The recoverability assessment is determined based on projected future cash flows that utilize capitalization rates and available market information. Preparation of the Company’s undiscounted cash flows requires management to make significant estimates and assumptions related to future market rental rates and capitalization rates.

We identified the recoverability assessment of real estate properties as a critical audit matter because of the significant estimates and assumptions related to future market rental rates and capitalization rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recoverability assessment of real estate properties included the following, among others:

We tested the effectiveness of controls over management’s evaluation of recoverability of its real estate properties, including those over future market rental rates and capitalization rates used in the assessment.

We evaluated the reasonableness of future market rental rates and capitalization rates used by management with independent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of future market rental rates and capitalization rates and compared those to the amounts used by management.

We involved our fair value specialists in providing comparable market transaction details to further evaluate management’s selected future market rental rates and capitalization rates, as applicable.

We evaluated the reasonableness of management’s projected future cash flow analyses by performing a retrospective analysis of the Company’s actual results compared to the prior projected future cash flow analyses.

We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/DELOITTE & TOUCHE LLP

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

(Amounts in thousands, except unit, share and per share amounts)As of December 31,
20242023
ASSETS
Real estate, at cost:
Land$2,434,209$2,436,221
Buildings and improvements10,439,1139,952,954
Development costs and construction in progress1,097,3951,281,076
Leasehold improvements and equipment120,915130,953
Total14,091,63213,801,204
Less accumulated depreciation and amortization(4,025,349)(3,752,827)
Real estate, net10,066,28310,048,377
Right-of-use assets678,804680,044
Cash and cash equivalents733,947997,002
Restricted cash215,672264,582
Tenant and other receivables58,85369,543
Investments in partially owned entities2,691,4782,610,558
Receivable arising from the straight-lining of rents707,020701,666
Deferred leasing costs, net of accumulated amortization of $268,532 and $249,347354,882355,010
Identified intangible assets, net of accumulated amortization of $75,002 and $98,589118,215127,082
Other assets373,454333,801
$15,998,608$16,187,665
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,676,014$5,688,020
Senior unsecured notes, net1,195,9141,193,873
Unsecured term loan, net795,948794,559
Unsecured revolving credit facilities575,000575,000
Lease liabilities749,759732,859
Accounts payable and accrued expenses374,013411,044
Deferred revenue28,42432,199
Deferred compensation plan114,580105,245
Other liabilities317,087311,132
Total liabilities9,826,7399,843,931
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 16,850,803 and 17,000,030 units outstanding708,408480,251
Series D cumulative redeemable preferred units - 141,400 units outstanding3,5353,535
Total redeemable noncontrolling partnership units711,943483,786
Redeemable noncontrolling interest in a consolidated subsidiary122,715154,662
Total redeemable noncontrolling interests834,658638,448
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,789,180 and 48,792,902 shares1,182,3641,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,846,580 and 190,390,703 shares7,6347,594
Additional capital8,052,7938,263,291
Earnings less than distributions(4,142,249)(4,009,395)
Accumulated other comprehensive income57,70065,115
Total shareholders' equity5,158,2425,509,064
Noncontrolling interests in consolidated subsidiaries178,969196,222
Total equity5,337,2115,705,286
$15,998,608$16,187,665

See notes to the consolidated financial statements.

(Amounts in thousands, except per share amounts)For the Year Ended December 31,
202420232022
REVENUES:
Rental revenues$1,568,806$1,607,486$1,607,685
Fee and other income218,880203,677192,310
Total revenues1,787,6861,811,1631,799,995
EXPENSES:
Operating(927,796)(905,158)(873,911)
Depreciation and amortization(447,500)(434,273)(504,502)
General and administrative(148,520)(162,883)(133,731)
(Expense) benefit from deferred compensation plan liability(12,638)(12,162)9,617
Transaction related costs, impairment losses and other(5,242)(50,691)(31,722)
Total expenses(1,541,696)(1,565,167)(1,534,249)
Income (loss) from partially owned entities112,46438,689(461,351)
Interest and other investment income, net45,97443,28723,410
Income (loss) from deferred compensation plan assets12,63812,162(9,617)
Interest and debt expense(390,269)(349,223)(279,765)
Net gains on disposition of wholly owned and partially owned assets16,04871,199100,625
Income (loss) before income taxes42,84562,110(360,952)
Income tax expense(22,729)(29,222)(21,660)
Net income (loss)20,11632,888(382,612)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries51,13175,9675,737
Operating Partnership(860)(3,361)30,376
Net income (loss) attributable to Vornado70,387105,494(346,499)
Preferred share dividends(62,112)(62,116)(62,116)
NET INCOME (LOSS) attributable to common shareholders$8,275$43,378$(408,615)
INCOME (LOSS) PER COMMON SHARE - BASIC:
Net income (loss) per common share$0.04$0.23$(2.13)
Weighted average shares outstanding190,539191,005191,775
INCOME (LOSS) PER COMMON SHARE - DILUTED:
Net income (loss) per common share$0.04$0.23$(2.13)
Weighted average shares outstanding196,626191,856191,775
(Amounts in thousands)For the Year Ended December 31,
202420232022
Net income (loss)$20,116$32,888$(382,612)
Other comprehensive (loss) income:
Other comprehensive (loss) income of nonconsolidated subsidiaries(6,992)(8,286)18,874
Change in fair value of interest rate swaps and other947(112,051)190,493
Comprehensive income (loss)14,071(87,449)(173,245)
Less comprehensive loss attributable to noncontrolling interests48,87685,66519,247
Comprehensive income (loss) attributable to Vornado$62,947$(1,784)$(153,998)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except per share amount) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity
Preferred Shares
Shares · Amount · Shares · Amount
Balance as of December 31, 202348,793$1,182,459190,391$7,594$8,263,291$(4,009,395)$65,115$196,222$5,705,286
Net income attributable to Vornado—————70,387——70,387
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries———————(19,964)(19,964)
Dividends on common shares ($0.74 per share)—————(141,103)——(141,103)
Dividends on preferred shares (see Note 10 for dividends per share amounts)—————(62,112)——(62,112)
Common shares issued upon redemption of Class A units, at redemption value——4491815,894———15,912
Conversion of Series A preferred shares to common shares(4)(95)7—95————
Contributions———————1,9611,961
Distributions———————(1,339)(1,339)
Other comprehensive loss of nonconsolidated subsidiaries——————(6,992)—(6,992)
Change in fair value of consolidated interest rate hedges and other——————947—947
Redeemable Class A unit measurement adjustment————(226,612)—26—(226,586)
Other comprehensive loss (income) attributable to noncontrolling interests in:
Operating Partnership——————693—693
Consolidated subsidiaries——————(2,087)2,087—
Other———22125(26)(2)2121
Balance as of December 31, 202448,789$1,182,364190,847$7,634$8,052,793$(4,142,249)$57,700$178,969$5,337,211

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(Amounts in thousands, except per share amount) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity
Preferred Shares
Shares · Amount · Shares · Amount
Balance as of December 31, 202248,793$1,182,459191,867$7,654$8,369,228$(3,894,580)$174,967$236,652$6,076,380
Net income attributable to Vornado—————105,494——105,494
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries———————(36,582)(36,582)
Dividends on common shares ($0.675 per share)—————(129,066)——(129,066)
Dividends on preferred shares (see Note 10 for dividends per share amounts)—————(62,116)——(62,116)
Common shares issued:
Upon redemption of Class A units, at redemption value——539218,468———8,489
Under dividend reinvestment plan——11—146———146
Contributions———————24,03324,033
Distributions———————(21,526)(21,526)
Deferred compensation shares and options——(2)—321(25)——296
Repurchase of common shares——(2,024)(81)—(29,102)——(29,183)
Other comprehensive loss of nonconsolidated subsidiaries——————(8,286)—(8,286)
Change in fair value of interest rate swaps and other——————(112,051)—(112,051)
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards————20,668———20,668
Redeemable Class A unit measurement adjustment————(135,540)—(2,574)—(138,114)
Other comprehensive loss attributable to noncontrolling interests in:
Operating Partnership——————9,340—9,340
Consolidated subsidiaries——————3,719(3,719)—
Deconsolidation of partially owned entity———————(2,636)(2,636)
Balance as of December 31, 202348,793$1,182,459190,391$7,594$8,263,291$(4,009,395)$65,115$196,222$5,705,286

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(Amounts in thousands, except per share amounts) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive(Loss) Income · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity
Preferred Shares
Shares · Amount · Shares · Amount
Balance as of December 31, 202148,793$1,182,459191,724$7,648$8,143,093$(3,079,320)$(17,534)$278,892$6,515,238
Net loss attributable to Vornado—————(346,499)——(346,499)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries———————3,9313,931
Dividends on common shares ($2.12 per share)—————(406,562)——(406,562)
Dividends on preferred shares (see Note 10 for dividends per share amounts)—————(62,116)——(62,116)
Common shares issued:
Upon redemption of Class A units, at redemption value——11753,519———3,524
Under employees' share option plan————7———7
Under dividend reinvestment plan——281877———878
Contributions———————5,6095,609
Distributions———————(54,388)(54,388)
Deferred compensation shares and options——(2)—588(85)——503
Other comprehensive income of nonconsolidated subsidiaries——————18,874—18,874
Change in fair value of interest rate swaps and other——————190,494—190,494
Redeemable Class A unit measurement adjustment————221,145———221,145
Other comprehensive income attributable to noncontrolling interests in:
Operating Partnership——————(14,250)—(14,250)
Consolidated subsidiaries——————(2,616)2,616—
Other————(1)2(1)(8)(8)
Balance as of December 31, 202248,793$1,182,459191,867$7,654$8,369,228$(3,894,580)$174,967$236,652$6,076,380
(Amounts in thousands)For the Year Ended December 31,
202420232022
Cash Flows from Operating Activities:
Net income (loss)$20,116$32,888$(382,612)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)469,423457,574526,306
Distributions of income from partially owned entities142,880172,873184,501
Equity in net (income) loss of partially owned entities(112,464)(38,689)461,351
Amortization of interest rate cap premiums41,74510,989430
Stock-based compensation expense30,17243,20129,249
Net gains on disposition of wholly owned and partially owned assets(16,048)(71,199)(100,625)
Change in deferred tax liability13,00817,02014,005
Straight-lining of rents(5,086)(8,808)(46,177)
Amortization of below-market leases, net(3,035)(5,268)(5,178)
Real estate impairment losses—45,00719,098
Credit losses on investments—8,269—
Net realized and unrealized (gain) loss on real estate fund investments—(1,861)2,589
Return of capital from real estate fund investments—1,8615,141
Other non-cash adjustments13,9959,8743,532
Changes in operating assets and liabilities:
Tenant and other receivables4,7049,379(4,437)
Prepaid assets(8,346)(12,854)104,186
Other assets(74,420)(79,110)(34,615)
Lease liabilities16,90017,58215,658
Accounts payable and accrued expenses(6,800)10,7235,718
Other liabilities10,97928,701824
Net cash provided by operating activities537,723648,152798,944
Cash Flows from Investing Activities:
Development costs and construction in progress(242,874)(552,701)(737,999)
Additions to real estate(222,739)(211,899)(159,796)
Investments in partially owned entities(115,357)(57,297)(33,172)
Investment in loan receivable(50,000)——
Proceeds from sale of condominium units at 220 Central Park South31,60524,48488,019
Proceeds from sales of real estate2,000123,519373,264
Proceeds from maturities of U.S. Treasury bills—468,598597,499
Proceeds from repayment of participation in 150 West 34th Street mortgage loan—105,000—
Acquisitions of real estate and other—(33,145)(3,000)
Distributions of capital from partially owned entities—18,86934,417
Deconsolidation of cash and restricted cash held by a previously consolidated entity—(14,216)—
Purchase of U.S. Treasury bills——(1,066,096)
Net cash used in investing activities(597,365)(128,788)(906,864)
(Amounts in thousands)For the Year Ended December 31,
202420232022
Cash Flows from Financing Activities:
Dividends paid on common shares$(141,103)$(129,066)$(406,562)
Repayments of borrowings(97,439)(148,000)(1,251,373)
Proceeds from borrowings75,000—1,029,773
Dividends paid on preferred shares(62,112)(62,116)(62,116)
Distributions to noncontrolling interests(18,156)(38,970)(84,699)
Deferred financing costs(13,870)(4,424)(32,706)
Contributions from noncontrolling interests5,300132,7015,609
Repurchase of common shares—(29,183)—
Other financing activity, net57121800
Net cash used in financing activities(252,323)(278,937)(801,274)
Net (decrease) increase in cash and cash equivalents and restricted cash(311,965)240,427(909,194)
Cash and cash equivalents and restricted cash at beginning of period1,261,5841,021,1571,930,351
Cash and cash equivalents and restricted cash at end of period$949,619$1,261,584$1,021,157
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$997,002$889,689$1,760,225
Restricted cash at beginning of period264,582131,468170,126
Cash and cash equivalents and restricted cash at beginning of period$1,261,584$1,021,157$1,930,351
Cash and cash equivalents at end of period$733,947$997,002$889,689
Restricted cash at end of period215,672264,582131,468
Cash and cash equivalents and restricted cash at end of period$949,619$1,261,584$1,021,157
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums$322,774$381,410$252,371
Cash payments for income taxes$7,608$10,365$7,947
Non-Cash Information:
Redeemable Class A unit measurement adjustment$(226,586)$(138,114)$221,145
Write-off of fully depreciated assets(122,548)(82,343)(278,561)
Accrued capital expenditures included in accounts payable and accrued expenses39,78452,091104,750
Reclassification of assets held for sale (included in "other assets")15,279——
Change in fair value of consolidated interest rate hedges and other947(112,051)190,494
Initial investment in Sunset Pier 94 Joint Venture upon contribution of leasehold interest—50,090—
Decrease in assets and liabilities resulting from the deconsolidation of Pier 94:
Real estate—21,693—
Right-of-use assets—7,081—
Lease liabilities—(20,692)—
Additional estimated lease liability arising from the recognition of right-of-use asset——350,000
Reclassification of condominium units from "development costs and construction in progress" to "other assets"——32,604

To the Partners of Vornado Realty L.P. and the Board of Trustees of Vornado Realty Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2025, expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Recoverability Assessment – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Partnership’s real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. The recoverability assessment is determined based on projected future cash flows that utilize capitalization rates and available market information. Preparation of the Partnership’s undiscounted cash flows requires management to make significant estimates and assumptions related to future market rental rates and capitalization rates.

We identified the recoverability assessment of real estate properties as a critical audit matter because of the significant estimates and assumptions related to future market rental rates and capitalization rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recoverability assessment of real estate properties included the following, among others:

We tested the effectiveness of controls over management’s evaluation of recoverability of its real estate properties, including those over future market rental rates and capitalization rates used in the assessment.

We evaluated the reasonableness of future market rental rates and capitalization rates used by management with independent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of future market rental rates and capitalization rates and compared those to the amounts used by management.

We involved our fair value specialists in providing comparable market transaction details to further evaluate management’s selected future market rental rates and capitalization rates, as applicable.

We evaluated the reasonableness of management’s projected future cash flow analyses by performing a retrospective analysis of the Partnership’s actual results compared to the prior projected future cash flow analyses.

We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/DELOITTE & TOUCHE LLP

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

(Amounts in thousands, except unit amounts)As of December 31,
20242023
ASSETS
Real estate, at cost:
Land$2,434,209$2,436,221
Buildings and improvements10,439,1139,952,954
Development costs and construction in progress1,097,3951,281,076
Leasehold improvements and equipment120,915130,953
Total14,091,63213,801,204
Less accumulated depreciation and amortization(4,025,349)(3,752,827)
Real estate, net10,066,28310,048,377
Right-of-use assets678,804680,044
Cash and cash equivalents733,947997,002
Restricted cash215,672264,582
Tenant and other receivables58,85369,543
Investments in partially owned entities2,691,4782,610,558
Receivable arising from the straight-lining of rents707,020701,666
Deferred leasing costs, net of accumulated amortization of $268,532 and $249,347354,882355,010
Identified intangible assets, net of accumulated amortization of $75,002 and $98,589118,215127,082
Other assets373,454333,801
$15,998,608$16,187,665
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,676,014$5,688,020
Senior unsecured notes, net1,195,9141,193,873
Unsecured term loan, net795,948794,559
Unsecured revolving credit facilities575,000575,000
Lease liabilities749,759732,859
Accounts payable and accrued expenses374,013411,044
Deferred revenue28,42432,199
Deferred compensation plan114,580105,245
Other liabilities317,087311,132
Total liabilities9,826,7399,843,931
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 16,850,803 and 17,000,030 units outstanding708,408480,251
Series D cumulative redeemable preferred units - 141,400 units outstanding3,5353,535
Total redeemable noncontrolling partnership units711,943483,786
Redeemable noncontrolling interest in a consolidated subsidiary122,715154,662
Total redeemable noncontrolling interests834,658638,448
Partners' equity:
Partners' capital9,242,7919,453,344
Earnings less than distributions(4,142,249)(4,009,395)
Accumulated other comprehensive income57,70065,115
Total partners' equity5,158,2425,509,064
Noncontrolling interests in consolidated subsidiaries178,969196,222
Total equity5,337,2115,705,286
$15,998,608$16,187,665

See notes to the consolidated financial statements.

(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
202420232022
REVENUES:
Rental revenues$1,568,806$1,607,486$1,607,685
Fee and other income218,880203,677192,310
Total revenues1,787,6861,811,1631,799,995
EXPENSES:
Operating(927,796)(905,158)(873,911)
Depreciation and amortization(447,500)(434,273)(504,502)
General and administrative(148,520)(162,883)(133,731)
(Expense) benefit from deferred compensation plan liability(12,638)(12,162)9,617
Transaction related costs, impairment losses and other(5,242)(50,691)(31,722)
Total expenses(1,541,696)(1,565,167)(1,534,249)
Income (loss) from partially owned entities112,46438,689(461,351)
Interest and other investment income, net45,97443,28723,410
Income (loss) from deferred compensation plan assets12,63812,162(9,617)
Interest and debt expense(390,269)(349,223)(279,765)
Net gains on disposition of wholly owned and partially owned assets16,04871,199100,625
Income (loss) before income taxes42,84562,110(360,952)
Income tax expense(22,729)(29,222)(21,660)
Net income (loss)20,11632,888(382,612)
Less net loss attributable to noncontrolling interests in consolidated subsidiaries51,13175,9675,737
Net income (loss) attributable to Vornado Realty L.P.71,247108,855(376,875)
Preferred unit distributions(62,227)(62,231)(62,231)
NET INCOME (LOSS) attributable to Class A unitholders$9,020$46,624$(439,106)
INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unit$0.03$0.22$(2.15)
Weighted average units outstanding204,981205,105205,315
INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unit$0.03$0.22$(2.15)
Weighted average units outstanding211,068205,956205,315
(Amounts in thousands)For the Year Ended December 31,
202420232022
Net income (loss)$20,116$32,888$(382,612)
Other comprehensive (loss) income:
Other comprehensive (loss) income of nonconsolidated subsidiaries(6,992)(8,286)18,874
Change in fair value of interest rate swaps and other947(112,051)190,493
Comprehensive income (loss)14,071(87,449)(173,245)
Less comprehensive loss attributable to noncontrolling interests in consolidated subsidiaries49,04379,6863,121
Comprehensive income (loss) attributable to Vornado Realty L.P.$63,114$(7,763)$(170,124)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except per unit amount) · Non-controllingInterests inConsolidatedSubsidiaries
Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · TotalEquity
Units · Amount · Units · Amount
Balance as of December 31, 202348,793$1,182,459190,391$8,270,885$(4,009,395)$65,115$196,222$5,705,286
Net income attributable to Vornado Realty L.P.————71,247——71,247
Net income attributable to redeemable partnership units————(860)——(860)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries——————(19,964)(19,964)
Distributions to Vornado ($0.74 per unit)————(141,103)——(141,103)
Distributions to preferred unitholders (see Note 10 for distributions per unit amounts)————(62,112)——(62,112)
Class A units redeemed for common shares——44915,912———15,912
Conversion of Series A preferred units tocommon shares(4)(95)795————
Contributions——————1,9611,961
Distributions——————(1,339)(1,339)
Other comprehensive loss of nonconsolidated subsidiaries—————(6,992)—(6,992)
Change in fair value of consolidated interest rate hedges and other—————947—947
Redeemable Class A unit measurement adjustment———(226,612)—26—(226,586)
Other comprehensive loss (income) attributable to noncontrolling interests in:
Redeemable partnership units—————693—693
Consolidated subsidiaries—————(2,087)2,087—
Other———147(26)(2)2121
Balance as of December 31, 202448,789$1,182,364190,847$8,060,427$(4,142,249)$57,700$178,969$5,337,211

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED

(Amounts in thousands, except per unit amount) · Non-controllingInterests inConsolidatedSubsidiaries
Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · TotalEquity
Units · Amount · Units · Amount
Balance as of December 31, 202248,793$1,182,459191,867$8,376,882$(3,894,580)$174,967$236,652$6,076,380
Net income attributable to Vornado Realty L.P.————108,855——108,855
Net income attributable to redeemable partnership units————(3,361)——(3,361)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries——————(36,582)(36,582)
Distributions to Vornado ($0.675 per unit)————(129,066)——(129,066)
Distributions to preferred unitholders (see Note 10 for distributions per unit amounts)————(62,116)——(62,116)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value——5398,489———8,489
Under Vornado's dividend reinvestment plan——11146———146
Contributions——————24,03324,033
Distributions——————(21,526)(21,526)
Deferred compensation units and options——(2)321(25)——296
Repurchase of Class A units owned by Vornado——(2,024)(81)(29,102)——(29,183)
Other comprehensive loss of nonconsolidated subsidiaries—————(8,286)—(8,286)
Change in fair value of interest rate swaps and other—————(112,051)—(112,051)
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards———20,668———20,668
Redeemable Class A unit measurement adjustment———(135,540)—(2,574)—(138,114)
Other comprehensive income attributable to noncontrolling interests in:
Redeemable partnership units—————9,340—9,340
Consolidated subsidiaries—————3,719(3,719)—
Deconsolidation of partially owned entity——————(2,636)(2,636)
Balance as of December 31, 202348,793$1,182,459190,391$8,270,885$(4,009,395)$65,115$196,222$5,705,286

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED

(Amounts in thousands, except per unit amounts) · Non-controllingInterests inConsolidatedSubsidiaries
Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensive(Loss) Income · TotalEquity
Units · Amount · Units · Amount
Balance as of December 31, 202148,793$1,182,459191,724$8,150,741$(3,079,320)$(17,534)$278,892$6,515,238
Net loss attributable to Vornado Realty L.P.————(376,875)——(376,875)
Net loss attributable to redeemable partnership units————30,376——30,376
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries——————3,9313,931
Distributions to Vornado ($2.12 per unit)————(406,562)——(406,562)
Distributions to preferred unitholders (see Note 10 for distributions per unit amounts)————(62,116)——(62,116)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value——1173,524———3,524
Under Vornado's employees' share option plan———7———7
Under Vornado's dividend reinvestment plan——28878———878
Contributions——————5,6095,609
Distributions——————(54,388)(54,388)
Deferred compensation units and options——(2)588(85)——503
Other comprehensive income of nonconsolidated subsidiaries—————18,874—18,874
Change in fair value of interest rate swaps and other—————190,494—190,494
Redeemable Class A unit measurement adjustment———221,145———221,145
Other comprehensive income attributable to noncontrolling interests in:
Redeemable partnership units—————(14,250)—(14,250)
Consolidated subsidiaries—————(2,616)2,616—
Other———(1)2(1)(8)(8)
Balance as of December 31, 202248,793$1,182,459191,867$8,376,882$(3,894,580)$174,967$236,652$6,076,380
(Amounts in thousands)For the Year Ended December 31,
202420232022
Cash Flows from Operating Activities:
Net income (loss)$20,116$32,888$(382,612)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)469,423457,574526,306
Distributions of income from partially owned entities142,880172,873184,501
Equity in net (income) loss of partially owned entities(112,464)(38,689)461,351
Amortization of interest rate cap premiums41,74510,989430
Stock-based compensation expense30,17243,20129,249
Net gains on disposition of wholly owned and partially owned assets(16,048)(71,199)(100,625)
Change in deferred tax liability13,00817,02014,005
Straight-lining of rents(5,086)(8,808)(46,177)
Amortization of below-market leases, net(3,035)(5,268)(5,178)
Real estate impairment losses—45,00719,098
Credit losses on investments—8,269—
Net realized and unrealized (gain) loss on real estate fund investments—(1,861)2,589
Return of capital from real estate fund investments—1,8615,141
Other non-cash adjustments13,9959,8743,532
Changes in operating assets and liabilities:
Tenant and other receivables4,7049,379(4,437)
Prepaid assets(8,346)(12,854)104,186
Other assets(74,420)(79,110)(34,615)
Lease liabilities16,90017,58215,658
Accounts payable and accrued expenses(6,800)10,7235,718
Other liabilities10,97928,701824
Net cash provided by operating activities537,723648,152798,944
Cash Flows from Investing Activities:
Development costs and construction in progress(242,874)(552,701)(737,999)
Additions to real estate(222,739)(211,899)(159,796)
Investments in partially owned entities(115,357)(57,297)(33,172)
Investment in loan receivable(50,000)——
Proceeds from sale of condominium units at 220 Central Park South31,60524,48488,019
Proceeds from sales of real estate2,000123,519373,264
Proceeds from maturities of U.S. Treasury bills—468,598597,499
Proceeds from repayment of participation in 150 West 34th Street mortgage loan—105,000—
Acquisitions of real estate and other—(33,145)(3,000)
Distributions of capital from partially owned entities—18,86934,417
Deconsolidation of cash and restricted cash held by a previously consolidated entity—(14,216)—
Purchase of U.S. Treasury bills——(1,066,096)
Net cash used in investing activities(597,365)(128,788)(906,864)
(Amounts in thousands)For the Year Ended December 31,
202420232022
Cash Flows from Financing Activities:
Distributions to Vornado$(141,103)$(129,066)$(406,562)
Repayments of borrowings(97,439)(148,000)(1,251,373)
Proceeds from borrowings75,000—1,029,773
Distributions to preferred unitholders(62,112)(62,116)(62,116)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(18,156)(38,970)(84,699)
Deferred financing costs(13,870)(4,424)(32,706)
Contributions from noncontrolling interests in consolidated subsidiaries5,300132,7015,609
Repurchase of Class A units owned by Vornado—(29,183)—
Other financing activity, net57121800
Net cash used in financing activities(252,323)(278,937)(801,274)
Net (decrease) increase in cash and cash equivalents and restricted cash(311,965)240,427(909,194)
Cash and cash equivalents and restricted cash at beginning of period1,261,5841,021,1571,930,351
Cash and cash equivalents and restricted cash at end of period$949,619$1,261,584$1,021,157
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$997,002$889,689$1,760,225
Restricted cash at beginning of period264,582131,468170,126
Cash and cash equivalents and restricted cash at beginning of period$1,261,584$1,021,157$1,930,351
Cash and cash equivalents at end of period$733,947$997,002$889,689
Restricted cash at end of period215,672264,582131,468
Cash and cash equivalents and restricted cash at end of period$949,619$1,261,584$1,021,157
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums$322,774$381,410$252,371
Cash payments for income taxes$7,608$10,365$7,947
Non-Cash Information:
Redeemable Class A unit measurement adjustment$(226,586)$(138,114)$221,145
Write-off of fully depreciated assets(122,548)(82,343)(278,561)
Accrued capital expenditures included in accounts payable and accrued expenses39,78452,091104,750
Reclassification of assets held for sale (included in "other assets")15,279——
Change in fair value of consolidated interest rate hedges and other947(112,051)190,494
Initial investment in Sunset Pier 94 Joint Venture upon contribution of leasehold interest—50,090—
Decrease in assets and liabilities resulting from the deconsolidation of Pier 94:—
Real estate—21,693—
Right-of-use assets—7,081—
Lease liabilities—(20,692)—
Additional estimated lease liability arising from the recognition of right-of-use asset——350,000
Reclassification of condominium units from "development costs and construction in progress" to "other assets"——32,604
ContentsView on SEC.gov

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