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VORNADO REALTY LP

For the period ended Dec 31, 2025. Filed Feb 9, 2026.

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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.

FY2025 · Filed Feb 9, 2026

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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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 9, 2026, 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 certain 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 against 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 assumptions and estimates 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 and estimates 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,
20252024
ASSETS
Real estate, at cost:
Land$2,408,914$2,434,209
Buildings and improvements10,942,41810,439,113
Development costs and construction in progress890,1431,097,395
Leasehold improvements and equipment105,080120,915
Total14,346,55514,091,632
Less accumulated depreciation and amortization(4,191,075)(4,025,349)
Real estate, net10,155,48010,066,283
Right-of-use assets671,308678,804
Net investment in lease166,024—
Cash and cash equivalents840,850733,947
Restricted cash136,696215,672
Tenant and other receivables77,13758,853
Investments in partially owned entities1,941,2782,691,478
Receivable arising from the straight-lining of rents752,545707,020
Deferred leasing costs, net of accumulated amortization of $233,448 and $268,532374,620354,882
Identified intangible assets, net of accumulated amortization of $81,962 and $75,002110,593118,215
Other assets294,587373,454
$15,521,118$15,998,608
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$4,920,669$5,676,014
Senior unsecured notes, net747,2021,195,914
Unsecured term loan, net797,337795,948
Unsecured revolving credit facilities720,420575,000
Lease liabilities699,640749,759
Accounts payable and accrued expenses376,190374,013
Deferred compensation plan113,778114,580
Other liabilities341,359345,511
Total liabilities8,716,5959,826,739
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 16,650,713 and 16,850,803 units outstanding554,136708,408
Series D cumulative redeemable preferred units - 141,400 units outstanding3,5353,535
Total redeemable noncontrolling partnership units557,671711,943
Redeemable noncontrolling interest in a consolidated subsidiary90,280122,715
Total redeemable noncontrolling interests647,951834,658
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,788,450 and 48,789,180 shares1,182,3451,182,364
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,666,367 and 190,846,580 shares7,6277,634
Additional capital8,288,3638,052,793
Earnings less than distributions(3,491,603)(4,142,249)
Accumulated other comprehensive (loss) income(5)57,700
Total shareholders' equity5,986,7275,158,242
Noncontrolling interests in consolidated subsidiaries169,845178,969
Total equity6,156,5725,337,211
$15,521,118$15,998,608

See notes to the consolidated financial statements.

(Amounts in thousands, except per share amounts)For the Year Ended December 31,
202520242023
REVENUES:
Rental revenues$1,558,241$1,568,806$1,607,486
Fee and other income252,184218,880203,677
Total revenues1,810,4251,787,6861,811,163
EXPENSES:
Operating(919,959)(927,796)(905,158)
Depreciation and amortization(462,201)(447,500)(434,273)
General and administrative(156,115)(148,520)(162,883)
Expense from deferred compensation plan liability(10,938)(12,638)(12,162)
Transaction related costs, impairment losses and other(2,531)(5,242)(50,691)
Total expenses(1,551,744)(1,541,696)(1,565,167)
Income from partially owned entities141,310112,46438,689
Interest and other investment income, net55,11345,97443,287
Income from deferred compensation plan assets10,93812,63812,162
Interest and debt expense(353,868)(390,269)(349,223)
Gain on sales-type lease803,248——
Net gains on disposition of wholly owned and partially owned assets35,29116,04871,199
Income before income taxes950,71342,84562,110
Income tax expense(13,509)(22,729)(29,222)
Net income937,20420,11632,888
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries41,62251,13175,967
Operating Partnership(73,871)(860)(3,361)
Net income attributable to Vornado904,95570,387105,494
Preferred share dividends(62,104)(62,112)(62,116)
NET INCOME attributable to common shareholders$842,851$8,275$43,378
INCOME PER COMMON SHARE - BASIC:
Net income per common share$4.40$0.04$0.23
Weighted average shares outstanding191,759190,539191,005
INCOME PER COMMON SHARE - DILUTED:
Net income per common share$4.20$0.04$0.23
Weighted average shares outstanding201,049196,626191,856
(Amounts in thousands)For the Year Ended December 31,
202520242023
Net income$937,204$20,116$32,888
Other comprehensive (loss) income:
Other comprehensive loss of nonconsolidated subsidiaries(10,386)(6,992)(8,286)
Change in fair value of consolidated interest rate hedges and other(53,452)947(112,051)
Comprehensive income (loss)873,36614,071(87,449)
Less comprehensive (income) loss attributable to noncontrolling interests(26,087)48,87685,665
Comprehensive income (loss) attributable to Vornado$847,279$62,947$(1,784)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except per share amount) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income (Loss) · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity
Preferred Shares
Shares · Amount · Shares · Amount
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
Net income attributable to Vornado—————904,955——904,955
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries———————(12,768)(12,768)
Dividends on common shares ($0.74 per share)—————(141,277)——(141,277)
Dividends on preferred shares (see Note 11 for dividends per share amounts)—————(62,104)——(62,104)
Common shares issued:
Upon redemption of Class A units, at redemption value——1,2805151,901———51,952
Under employees' share option plan——1—42———42
Conversion of Series A preferred shares to common shares(1)(19)——19————
Contributions———————10,13810,138
Distributions———————(5,339)(5,339)
Repurchase of common shares——(1,462)(58)—(50,932)——(50,990)
Other comprehensive loss of nonconsolidated subsidiaries——————(10,386)—(10,386)
Change in fair value of consolidated interest rate hedges and other——————(53,452)—(53,452)
Redeemable Class A unit measurement adjustment————183,608—(30)—183,578
Other comprehensive loss attributable to noncontrolling interests in:
Operating Partnership——————5,126—5,126
Consolidated subsidiaries——————1,037(1,037)—
Other————4—(118)(114)
Balance as of December 31, 202548,788$1,182,345190,666$7,627$8,288,363$(3,491,603)$(5)$169,845$6,156,572

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, 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 11 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 amounts) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensiveIncome · 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 11 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
(Amounts in thousands)For the Year Ended December 31,
202520242023
Cash Flows from Operating Activities:
Net income$937,204$20,116$32,888
Adjustments to reconcile net income to net cash provided by operating activities:
Prepaid lease payment (net of initial direct costs)901,409——
Gain on sales-type lease(803,248)——
Depreciation and amortization (including amortization of deferred financing costs)481,456469,423457,574
Equity in net income of partially owned entities(141,310)(112,464)(38,689)
Distributions of income from partially owned entities114,754142,880172,873
Straight-lining of rents(71,960)(5,086)(8,808)
Net gains on disposition of wholly owned and partially owned assets(35,291)(16,048)(71,199)
Stock-based compensation expense25,47930,17243,201
Amortization of interest rate cap premiums23,46641,74510,989
Change in deferred tax liability3,53013,00817,020
Amortization of below-market leases, net(383)(3,035)(5,268)
Real estate impairment losses——45,007
Credit losses on investments——8,269
Net realized and unrealized gain on real estate fund investments——(1,861)
Return of capital from real estate fund investments——1,861
Other non-cash adjustments4,51013,9959,874
Changes in operating assets and liabilities:
Tenant and other receivables(18,787)4,7049,379
Prepaid assets8,644(8,346)(12,854)
Other assets(133,058)(74,420)(79,110)
Lease liabilities(43,352)16,90017,582
Accounts payable and accrued expenses6,277(6,800)10,723
Other liabilities(955)10,97928,701
Net cash provided by operating activities1,258,385537,723648,152
Cash Flows from Investing Activities:
Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity749,000——
Acquisitions of real estate and other(296,681)—(33,145)
Additions to real estate(268,258)(222,739)(211,899)
Development costs and construction in progress(144,609)(242,874)(552,701)
Proceeds from sales of real estate and other58,3392,000123,519
Distributions of capital from partially owned entities50,927—18,869
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South37,37431,60524,484
Investments in partially owned entities(35,585)(115,357)(57,297)
Investment in loan receivable(35,000)(50,000)—
Proceeds from maturities of U.S. Treasury bills——468,598
Proceeds from repayment of participation in 150 West 34th Street mortgage loan——105,000
Deconsolidation of cash and restricted cash held by a previously consolidated entity——(14,216)
Net cash provided by (used in) investing activities115,507(597,365)(128,788)
(Amounts in thousands)For the Year Ended December 31,
202520242023
Cash Flows from Financing Activities:
Repayments of borrowings$(1,903,513)$(97,439)$(148,000)
Proceeds from borrowings835,79475,000—
Dividends paid on common shares(141,277)(141,103)(129,066)
Dividends paid on preferred shares(62,104)(62,112)(62,116)
Repurchase of common shares(50,991)—(29,183)
Distributions to noncontrolling interests(23,067)(18,156)(38,970)
Deferred financing costs(7,478)(13,870)(4,424)
Contributions from noncontrolling interests6,7125,300132,701
Other financing activity, net(41)57121
Net cash used in financing activities(1,345,965)(252,323)(278,937)
Net increase (decrease) in cash and cash equivalents and restricted cash27,927(311,965)240,427
Cash and cash equivalents and restricted cash at beginning of period949,6191,261,5841,021,157
Cash and cash equivalents and restricted cash at end of period$977,546$949,619$1,261,584
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$733,947$997,002$889,689
Restricted cash at beginning of period215,672264,582131,468
Cash and cash equivalents and restricted cash at beginning of period$949,619$1,261,584$1,021,157
Cash and cash equivalents at end of period$840,850$733,947$997,002
Restricted cash at end of period136,696215,672264,582
Cash and cash equivalents and restricted cash at end of period$977,546$949,619$1,261,584
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums$313,093$322,774$381,410
Cash payments for income taxes$5,201$7,608$10,365
Non-Cash Information:
Decrease in assets and liabilities resulting from the derecognition of 770 Broadway:
Real estate$172,120$—$—
Receivable arising from the straight-lining of rents26,362——
Deferred leasing costs, net of accumulated amortization60,308——
Other7,322——
Redeemable Class A unit measurement adjustment183,578(226,586)(138,114)
Write-off of fully depreciated assets(115,939)(122,548)(82,343)
Change in fair value of consolidated interest rate hedges and other(53,452)947(112,051)
Accrued capital expenditures included in accounts payable and accrued expenses43,87539,78452,091
Reclassification of assets held for sale (included in "other assets")3,04415,279—
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)

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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 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, 2025, 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 9, 2026, 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 certain 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 against 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 assumptions and estimates 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 and estimates 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,
20252024
ASSETS
Real estate, at cost:
Land$2,408,914$2,434,209
Buildings and improvements10,942,41810,439,113
Development costs and construction in progress890,1431,097,395
Leasehold improvements and equipment105,080120,915
Total14,346,55514,091,632
Less accumulated depreciation and amortization(4,191,075)(4,025,349)
Real estate, net10,155,48010,066,283
Right-of-use assets671,308678,804
Net investment in lease166,024—
Cash and cash equivalents840,850733,947
Restricted cash136,696215,672
Tenant and other receivables77,13758,853
Investments in partially owned entities1,941,2782,691,478
Receivable arising from the straight-lining of rents752,545707,020
Deferred leasing costs, net of accumulated amortization of $233,448 and $268,532374,620354,882
Identified intangible assets, net of accumulated amortization of $81,962 and $75,002110,593118,215
Other assets294,587373,454
$15,521,118$15,998,608
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$4,920,669$5,676,014
Senior unsecured notes, net747,2021,195,914
Unsecured term loan, net797,337795,948
Unsecured revolving credit facilities720,420575,000
Lease liabilities699,640749,759
Accounts payable and accrued expenses376,190374,013
Deferred compensation plan113,778114,580
Other liabilities341,359345,511
Total liabilities8,716,5959,826,739
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 16,650,713 and 16,850,803 units outstanding554,136708,408
Series D cumulative redeemable preferred units - 141,400 units outstanding3,5353,535
Total redeemable noncontrolling partnership units557,671711,943
Redeemable noncontrolling interest in a consolidated subsidiary90,280122,715
Total redeemable noncontrolling interests647,951834,658
Partners' equity:
Partners' capital9,478,3359,242,791
Earnings less than distributions(3,491,603)(4,142,249)
Accumulated other comprehensive (loss) income(5)57,700
Total partners' equity5,986,7275,158,242
Noncontrolling interests in consolidated subsidiaries169,845178,969
Total equity6,156,5725,337,211
$15,521,118$15,998,608

See notes to the consolidated financial statements.

(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
202520242023
REVENUES:
Rental revenues$1,558,241$1,568,806$1,607,486
Fee and other income252,184218,880203,677
Total revenues1,810,4251,787,6861,811,163
EXPENSES:
Operating(919,959)(927,796)(905,158)
Depreciation and amortization(462,201)(447,500)(434,273)
General and administrative(156,115)(148,520)(162,883)
Expense from deferred compensation plan liability(10,938)(12,638)(12,162)
Transaction related costs, impairment losses and other(2,531)(5,242)(50,691)
Total expenses(1,551,744)(1,541,696)(1,565,167)
Income from partially owned entities141,310112,46438,689
Interest and other investment income, net55,11345,97443,287
Income from deferred compensation plan assets10,93812,63812,162
Interest and debt expense(353,868)(390,269)(349,223)
Gain on sales-type lease803,248——
Net gains on disposition of wholly owned and partially owned assets35,29116,04871,199
Income before income taxes950,71342,84562,110
Income tax expense(13,509)(22,729)(29,222)
Net income937,20420,11632,888
Less net loss attributable to noncontrolling interests in consolidated subsidiaries41,62251,13175,967
Net income attributable to Vornado Realty L.P.978,82671,247108,855
Preferred unit distributions(62,219)(62,227)(62,231)
NET INCOME attributable to Class A unitholders$916,607$9,020$46,624
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit$4.39$0.03$0.22
Weighted average units outstanding205,697204,981205,105
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit$4.21$0.03$0.22
Weighted average units outstanding214,987211,068205,956
(Amounts in thousands)For the Year Ended December 31,
202520242023
Net income$937,204$20,116$32,888
Other comprehensive (loss) income:
Other comprehensive loss of nonconsolidated subsidiaries(10,386)(6,992)(8,286)
Change in fair value of consolidated interest rate hedges and other(53,452)947(112,051)
Comprehensive income (loss)873,36614,071(87,449)
Less comprehensive loss attributable to noncontrolling interests in consolidated subsidiaries42,65849,04379,686
Comprehensive income (loss) attributable to Vornado Realty L.P.$916,024$63,114$(7,763)

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 (Loss) · TotalEquity
Units · Amount · Units · Amount
Balance as of December 31, 202448,789$1,182,364190,847$8,060,427$(4,142,249)$57,700$178,969$5,337,211
Net income attributable to Vornado Realty L.P.————978,826——978,826
Net income attributable to redeemable partnership units————(73,871)——(73,871)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries——————(12,768)(12,768)
Distributions to Vornado ($0.74 per unit)————(141,277)——(141,277)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)————(62,104)——(62,104)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value——1,28051,952———51,952
Under Vornado's employees' share option plan——142———42
Conversion of Series A preferred units tocommon shares(1)(19)—19————
Contributions——————10,13810,138
Distributions——————(5,339)(5,339)
Repurchase of Class A units owned by Vornado——(1,462)(58)(50,932)——(50,990)
Other comprehensive loss of nonconsolidated subsidiaries—————(10,386)—(10,386)
Change in fair value of consolidated interest rate hedges and other—————(53,452)—(53,452)
Redeemable Class A unit measurement adjustment———183,608—(30)—183,578
Other comprehensive loss attributable to noncontrolling interests in:
Redeemable partnership units—————5,126—5,126
Consolidated subsidiaries—————1,037(1,037)—
Other————4—(118)(114)
Balance as of December 31, 202548,788$1,182,345190,666$8,295,990$(3,491,603)$(5)$169,845$6,156,572

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, 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 11 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 to common 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 amounts) · Non-controllingInterests inConsolidatedSubsidiaries
Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensiveIncome · 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 11 for distributions per unit amounts)————(62,116)——(62,116)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value——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
(Amounts in thousands)For the Year Ended December 31,
202520242023
Cash Flows from Operating Activities:
Net income$937,204$20,116$32,888
Adjustments to reconcile net income to net cash provided by operating activities:
Prepaid lease payment (net of initial direct costs)901,409——
Gain on sales-type lease(803,248)——
Depreciation and amortization (including amortization of deferred financing costs)481,456469,423457,574
Equity in net income of partially owned entities(141,310)(112,464)(38,689)
Distributions of income from partially owned entities114,754142,880172,873
Straight-lining of rents(71,960)(5,086)(8,808)
Net gains on disposition of wholly owned and partially owned assets(35,291)(16,048)(71,199)
Stock-based compensation expense25,47930,17243,201
Amortization of interest rate cap premiums23,46641,74510,989
Change in deferred tax liability3,53013,00817,020
Amortization of below-market leases, net(383)(3,035)(5,268)
Real estate impairment losses——45,007
Credit losses on investments——8,269
Net realized and unrealized gain on real estate fund investments——(1,861)
Return of capital from real estate fund investments——1,861
Other non-cash adjustments4,51013,9959,874
Changes in operating assets and liabilities:
Tenant and other receivables(18,787)4,7049,379
Prepaid assets8,644(8,346)(12,854)
Other assets(133,058)(74,420)(79,110)
Lease liabilities(43,352)16,90017,582
Accounts payable and accrued expenses6,277(6,800)10,723
Other liabilities(955)10,97928,701
Net cash provided by operating activities1,258,385537,723648,152
Cash Flows from Investing Activities:
Proceeds from partial redemption of Fifth Avenue and Times Square JV preferred equity749,000——
Acquisitions of real estate and other(296,681)—(33,145)
Additions to real estate(268,258)(222,739)(211,899)
Development costs and construction in progress(144,609)(242,874)(552,701)
Proceeds from sales of real estate and other58,3392,000123,519
Distributions of capital from partially owned entities50,927—18,869
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South37,37431,60524,484
Investments in partially owned entities(35,585)(115,357)(57,297)
Investment in loan receivable(35,000)(50,000)—
Proceeds from maturities of U.S. Treasury bills——468,598
Proceeds from repayment of participation in 150 West 34th Street mortgage loan——105,000
Deconsolidation of cash and restricted cash held by a previously consolidated entity——(14,216)
Net cash provided by (used in) investing activities115,507(597,365)(128,788)
(Amounts in thousands)For the Year Ended December 31,
202520242023
Cash Flows from Financing Activities:
Repayments of borrowings$(1,903,513)$(97,439)$(148,000)
Proceeds from borrowings835,79475,000—
Distributions to Vornado(141,277)(141,103)(129,066)
Distributions to preferred unitholders(62,104)(62,112)(62,116)
Repurchase of Class A units owned by Vornado(50,991)—(29,183)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(23,067)(18,156)(38,970)
Deferred financing costs(7,478)(13,870)(4,424)
Contributions from noncontrolling interests in consolidated subsidiaries6,7125,300132,701
Other financing activity, net(41)57121
Net cash used in financing activities(1,345,965)(252,323)(278,937)
Net increase (decrease) in cash and cash equivalents and restricted cash27,927(311,965)240,427
Cash and cash equivalents and restricted cash at beginning of period949,6191,261,5841,021,157
Cash and cash equivalents and restricted cash at end of period$977,546$949,619$1,261,584
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$733,947$997,002$889,689
Restricted cash at beginning of period215,672264,582131,468
Cash and cash equivalents and restricted cash at beginning of period$949,619$1,261,584$1,021,157
Cash and cash equivalents at end of period$840,850$733,947$997,002
Restricted cash at end of period136,696215,672264,582
Cash and cash equivalents and restricted cash at end of period$977,546$949,619$1,261,584
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums$313,093$322,774$381,410
Cash payments for income taxes$5,201$7,608$10,365
Non-Cash Information:
Decrease in assets and liabilities resulting from the derecognition of 770 Broadway:
Real estate$172,120$—$—
Receivable arising from the straight-lining of rents26,362——
Deferred leasing costs, net of accumulated amortization60,308——
Other7,322——
Redeemable Class A unit measurement adjustment183,578(226,586)(138,114)
Write-off of fully depreciated assets(115,939)(122,548)(82,343)
Change in fair value of consolidated interest rate hedges and other(53,452)947(112,051)
Accrued capital expenditures included in accounts payable and accrued expenses43,87539,78452,091
Reclassification of assets held for sale (included in "other assets")3,04415,279—
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)
ContentsView on SEC.gov

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