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What changed in VORNADO REALTY TRUST's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of VORNADO REALTY TRUST's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+230 added−277 removedSource: 10-K (2025-02-10) vs 10-K (2024-02-12)

Top changes in VORNADO REALTY TRUST's 2024 10-K

230 paragraphs added · 277 removed · 187 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe development cost of this project is estimated to be $750,000,000, of which $638,959,000 has been expended as of December 31, 2023. Hotel Pennsylvania Site Demolition of the existing building was completed in the third quarter of 2023. We are also making districtwide improvements within the PENN District.
Biggest changeWe are also making districtwide improvements within the PENN District. The development cost of these improvements is estimated to be $100,000,000, of which $70,919,000 of cash has been expended as of December 31, 2024.
Our commitment to carbon neutrality and associated emissions reduction targets have been approved by the Science Based Targets Initiative as consistent with a 1.5°C climate scenario, the most ambitious goal of the Paris Agreement. We consider sustainability in all aspects of our business, including the design, construction, retrofitting and ongoing maintenance and operations of our portfolio of buildings.
Our commitment to carbon neutrality and associated emissions reduction targets have been approved by the Science Based Targets Initiative as consistent with a 1.5°C climate scenario limit, the most ambitious goal of the Paris Agreement. We consider sustainability in all aspects of our business, including the design, construction, retrofitting and ongoing maintenance and operations of our portfolio of buildings.
Through our active participation in the Realty Advisory Board on Labor Relations, we work collaboratively with both unions and consider our relations with our union employees to be very positive. For additional information on human capital matters, please see our most recent ESG report, available for download on our website at www.vno.com and in digital format at vno.com/sustainability.
Through our active participation in the Realty Advisory Board on Labor Relations, we work collaboratively with both unions and consider our relations with our union employees to be very positive. For additional information on human capital matters, please see our most recent Sustainability Report, available for download on our website at www.vno.com and in digital format at vno.com/sustainability.
It has been central to Vornado's business strategy for over 15 years. The Corporate Governance and Nominating Committee of Vornado's Board of Trustees is assigned with oversight of Environmental, Social and Governance (“ESG”) matters, which includes climate change risk. Environmental sustainability initiatives are carried out by a dedicated team of professionals that work directly with our business units.
It has been central to Vornado's business strategy for over 15 years. The Corporate Governance and Nominating Committee of Vornado's Board of Trustees is assigned with oversight of sustainability matters, which includes climate change risk. Environmental sustainability initiatives are carried out by a dedicated team of professionals that work directly with our business units.
TENANTS ACCOUNTING FOR OVER 10% OF REVENUES None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2023, 2022 and 2021. 10 CERTAIN ACTIVITIES We do not base our acquisitions and investments on specific allocations by type of property.
TENANTS ACCOUNTING FOR OVER 10% OF REVENUES None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2024, 2023 and 2022. 10 CERTAIN ACTIVITIES We do not base our acquisitions and investments on specific allocations by type of property.
In connection therewith, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) that purchased 39 East 51st Street for $40,000,000, funded on a 50/50 basis by Vornado and Rudin. 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (the “Site”).
In connection therewith, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) that purchased 39 East 51st Street for $40,000,000, funded on a 50/50 basis by Vornado and Rudin. 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (the “350 Park Site”).
Our share of equity contributions will be funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.
Our share of equity contributions was funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.
SEGMENT DATA We operate in the following reportable segments: New York and Other. Financial information related to these reportable segments for the years ended December 31, 2023, 2022 and 2021 is set forth in Note 23 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.
SEGMENT DATA We operate in the following reportable segments: New York and Other. Financial information related to these reportable segments for the years ended December 31, 2024, 2023 and 2022 is set forth in Note 22 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.
From October 2024 to June 2030, KG will have the option to either (i) acquire a 60% interest in a joint venture with the Vornado/Rudin JV (with Vornado having an effective 36% interest in the entity) to build a new 1,700,000 square foot office tower, valuing the Site at $1.2 billion or (ii) purchase the Site for $1.4 billion ($1.085 billion to Vornado).
From October 2024 to June 2030, an affiliate of KG has the option to either (i) acquire a 60% interest in a joint venture with the Vornado/Rudin JV (with Vornado having an effective 36% interest in the entity) to build a new 1,700,000 square foot office tower, valuing the 350 Park Site at $1.2 billion or (ii) purchase the 350 Park Site for $1.4 billion ($1.085 billion to Vornado).
Vornado is an industry leader in sustainability, owning and operating more than 25 million square feet of LEED (Leadership in Energy and Environmental Design) certified buildings, representing 95% of our in-service office portfolio, with over 24 million square feet at LEED Gold or Platinum.
Vornado is an industry leader in sustainability, owning and operating more than 26 million square feet of LEED (Leadership in Energy and Environmental Design) certified buildings, representing 100% of our certifiable office portfolio, with over 24 million square feet at LEED Gold or Platinum.
Vornado is the sole general partner of and owned approximately 91.0% of the common limited partnership interest in the Operating Partnership as of December 31, 2023.
Vornado is the sole general partner of and owned approximately 91.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2024.
We currently own all or portions of: New York: • 57 Manhattan operating properties consisting of: • 20.4 million square feet of office space in 30 of the properties; • 2.4 million square feet of street retail space in 50 of the properties; • 1,662 units in five residential properties; • Multiple development sites, including 350 Park Avenue, Sunset Pier 94 Studios and the Hotel Pennsylvania site; • A 32.4% interest in Alexander’s, Inc.
We currently own all or portions of: New York: • 56 Manhattan operating properties consisting of: • 20.1 million square feet of office space in 30 of the properties; • 2.4 million square feet of street retail space in 49 of the properties; • 1,330 units in two Manhattan residential properties; • Multiple development sites, including 350 Park Avenue, Sunset Pier 94 Studios, the Hotel Pennsylvania site (PENN 15) and other PENN district sites; • A 32.4% interest in Alexander’s, Inc.
HUMAN CAPITAL MANAGEMENT As of December 31, 2023, we had 2,935 employees, consisting of (i) 2,437 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security, engineering and parking services primarily to our New York properties, (ii) 394 employees in our corporate office, leasing, and property management, and (iii) 104 employees of THE MART.
HUMAN CAPITAL MANAGEMENT As of December 31, 2024, we had 2,996 employees, consisting of (i) 2,568 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security, engineering and parking services primarily to our New York properties, (ii) 374 employees in our corporate office, and (iii) 54 employees of THE MART.
Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice. Diversity and Inclusion Vornado is a diverse and inclusive environment that empowers the individual and enriches the employment experience.
Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice.
We own a 49.9% equity interest in the joint venture. The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing and $166,800,000 of equity contributions.
The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing ($29,782,000 drawn as of December 31, 2024) and $166,800,000 of equity contributions.
We are committed to transparent reporting of sustainability performance indicators and publish an annual ESG Report in accordance with the Global Reporting Initiative and aligned with the metrics codified by the Sustainability Accounting Standards Board and in 2023 published a report in accordance with the Task Force on Climate-related Financial Disclosures.
We are committed to transparent reporting of sustainability performance indicators and publish an annual Sustainability Report in accordance with the Global Reporting Initiative and aligned with the metrics codified by the Sustainability Accounting Standards Board. We also submit public reports to CDP, CSA (the S&P Global Corporate Sustainability Assessment) and EP100 (global initiative led by Climate Group).
The development cost of these improvements is estimated to be $100,000,000, of which $47,424,000 has been expended as of December 31, 2023. Sunset Pier 94 Studios On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc. (“HPP/BX”), formed a joint venture to develop Sunset Pier 94 Studios, a 266,000 square foot purpose-built studio campus in Manhattan.
Sunset Pier 94 Studios On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc., formed a joint venture (“Pier 94 JV”) to develop a 266,000 square foot purpose-built studio campus in Manhattan. We own a 49.9% equity interest in the joint venture.
There can be no assurance that our Vision 2030 commitment will be achieved in the planned time frame. The ESG Report is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
The Sustainability Report is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
From October 2024 to September 2030, the Vornado/Rudin JV has the option to put the 350 Park Site to KG for $1.2 billion ($900,000,000 to Vornado). We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
We also submit public reports to CDP, CSA (the S&P Global Corporate Sustainability Assessment) and EP100 (global initiative led by Climate Group). Further details on our environmental sustainability initiatives and strategy, including our Vision 2030 Roadmap, can be found in our 2022 ESG Report at (vno.com/sustainability).
Further details on our environmental sustainability initiatives and strategy, including our Vision 2030 Roadmap, can be found in our 2023 Sustainability Report at (vno.com/sustainability). There can be no assurance that our Vision 2030 commitment will be achieved in the planned time frame.
For further information about this transaction, see page 38 , Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview, in this Annual Report on Form 10-K. 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.
As of December 31, 2024, we have fully funded our share of equity and cash contributions. 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.
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DISPOSITIONS We completed the following sale transactions during 2023: • $100 million sale of four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway; • $71 million sale by Alexander’s (32.4% interest) of its Rego Park III land parcel; • $24 million sale of The Armory Show located in New York; and • $24 million net proceeds from the sale of two condominium units at 220 Central Park South (“220 CPS”).
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ACQUISITIONS We completed the following acquisition transaction during 2024: • $50 million B-Note investment at par; which is in default and secured by a Midtown Manhattan property.
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FINANCINGS We completed the following financing transactions during 2023: • $1.2 billion of interest rate swap arrangements; • $950 million 1.00% SOFR interest rate cap arrangement for the 1290 Avenue of the Americas mortgage loan (70.0% ownership); • $355 million restructuring of 697-703 Fifth Avenue (44.8% ownership); • $183 million construction loan for Sunset Pier 94 Studios (49.9% ownership); • $129 million refinancing of 512 West 22nd Street (55% ownership); • $75 million refinancing of 150 West 34th Street; and • $54 million refinancing of 825 Seventh Avenue office condominium (50% ownership). 7 DEVELOPMENT / REDEVELOPMENT PROJECTS AND OPPORTUNITIES PENN District PENN 2 We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building, located on the west side of Seventh Avenue between 31st and 33rd Street.
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DISPOSITIONS We completed the following sale transactions during 2024: • $88 million for the sale of our 49.9% interest in 50-70 West 93rd Street with net proceeds of $2 million after deducting our share of the existing $84 million mortgage loan; and • $32 million net proceeds from the sale of two condominium units at 220 Central Park South (“220 CPS”). 7 FINANCINGS We completed the following financing transactions during 2024: • $1.1 billion mortgage loan amended and extended, and $125 million mezzanine loan amended and extended and subsequently repaid for $63 million on 280 Park Avenue (50% ownership); • $915 million unsecured revolving credit facility maturing April 2029; replaced the $1.25 billion facility due to mature in April 2026; • $863 million of interest rate swap arrangements; • $625 million restructuring of 85 Tenth Avenue (49.9% ownership); • $400 million refinancing of 640 Fifth Avenue (52% ownership); • $400 million refinancing of 731 Lexington Avenue office condominium (32.4% ownership); and • $75 million refinancing of 435 Seventh Avenue.
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HPP/BX will fund 100% of cash contributions until such time that its capital account is equal to Vornado’s, after which equity will be funded in accordance with each partner’s respective ownership interest. We have funded $7,994,000 of cash contributions as of December 31, 2023.
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DEVELOPMENT / REDEVELOPMENT PROJECTS AND OPPORTUNITIES PENN District PENN 2 We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building, located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which $697,451,000 of cash has been expended as of December 31, 2024.
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From October 2024 to September 2030, the Vornado/Rudin JV will have the option to put the Site to KG for $1.2 billion ($900,000,000 to Vornado).
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In 2024, we: • became the first major U.S. real estate owner and operator to achieve 100% LEED certification across our entire portfolio of certifiable buildings; • received GRESB's five star rating and an assessment score of 92, placing us in the top 3% within Americas/Listed, and the “Green Star” distinction for the twelfth consecutive year; • received the National Association of Real Estate Investment Trusts’ (“NAREIT”) inaugural “The Impact at Scale Award,” for implementing operational initiatives in the PENN district that advance corporate sustainability and deliver measurable impact; and • were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated nine years of sustained excellence.
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For further information about this transaction and the options available to each of the parties, see page 37 , Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview, in this Annual Report on Form 10-K.
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In 2023, we (i) ranked #1 in the US Diversified Office/Retail REIT peer group by GRESB, and received the “Green Star” distinction for the eleventh consecutive year and GRESB's five star rating, (ii) received the Leader in the Light Award by the National Association for Real Estate Investment Trusts (NAREIT) for diversified REITs for the thirteenth time, and (iii) were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated eight years of sustained excellence.
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Our 2022 and 2023 long-term performance plan awards specifically tie a portion of senior management’s compensation to the achievement of certain ESG targets, including reductions in greenhouse emissions, achieving a specified GRESB score and targeting a specified percentage of LEED Gold or Platinum certified square footage in our office portfolio.
Removed
We have published Equal Employment Opportunity (EEO) data since 2017 and have a broadly diverse workforce across both our corporate base as well as our BMS division. Our employee demographics data can be found in our 2022 ESG report (vno.com/sustainability), which is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe value of our real estate and the value of an investment in us fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows.
Biggest changeOur performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry. The value of our real estate and the value of an investment in us fluctuates depending on conditions in the general economy and the real estate business.
Our acquisition activities and their success are subject to the following risks: • we may be unable to complete an acquisition of a property or portfolio even after entering into an acquisition agreement, making a non-refundable deposit and incurring certain other acquisition-related costs; • we may be unable to obtain or assume financing for acquisitions on favorable terms or at all; • increased interest rates will increase the cost of acquiring properties through financing, reducing the opportunities for attractive acquisitions; • acquired properties may fail to perform as expected; • the actual costs of repositioning, redeveloping or maintaining acquired properties may be greater than our estimates and may require significantly greater time and attention of management than anticipated; • the acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied; • acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures; • we may acquire real estate through the acquisition of the ownership entity subjecting us to the risks of that entity and we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition; • we may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors, which may cause an increase in the purchase price for a desired acquisition property or result in a competitor acquiring the desired property instead of us; and • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition.
Our acquisition activities and their success are subject to the following risks: • we may be unable to complete an acquisition of a property or portfolio even after entering into an acquisition agreement, making a non-refundable deposit and incurring certain other acquisition-related costs; • we may be unable to obtain or assume financing for acquisitions on favorable terms or at all; • increased interest rates will increase the cost of financing acquired properties, reducing the opportunities for attractive acquisitions; • acquired properties may fail to perform as expected; • the actual costs of repositioning, redeveloping or maintaining acquired properties may be greater than our estimates and may require significantly greater time and attention of management than anticipated; • the acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied; • acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures; • we may acquire real estate through the acquisition of the ownership entity subjecting us to the risks of that entity and we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition; • we may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors, which may cause an increase in the purchase price for a desired acquisition property or result in a competitor acquiring the desired property instead of us; and • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition.
These risks include, without limitation, (i) the availability and pricing of financing on favorable terms or at all; (ii) the availability and timely receipt of zoning and other regulatory approvals; (iii) cost overruns, especially in an inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iv) the potential for the fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (v) start up, repositioning and redevelopment costs may be higher than anticipated; (vi) the potential that we may fail to recover expenses already incurred if we abandon development or redevelopment opportunities after we begin to explore them; (vii) the potential that we may expend funds on and devote management time to projects which we do not complete; (viii) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or redevelopment costs; (ix) the possibility that properties will be leased at below expected rental rates and (x) to the extent 16 the redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture development partners and the potential that we miss certain project milestone deadlines.
These risks include, without limitation, (i) the availability and pricing of financing on favorable terms or at all; (ii) the availability and timely receipt of zoning and other regulatory approvals; (iii) cost overruns, especially in an inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iv) the potential for the fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (v) start up, repositioning and redevelopment costs may be higher than anticipated; (vi) the potential that we may fail to recover expenses already incurred if we abandon development or redevelopment opportunities after we begin to explore them; (vii) the potential that we may expend funds on and devote management time to projects which we do not complete; (viii) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or redevelopment costs; (ix) the possibility that properties will be leased at below expected rental rates and (x) to the extent the redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture 16 development partners and the potential that we miss certain project milestone deadlines.
Further, if lenders insist on greater coverage than we are able to obtain it could result in acceleration of repayment of such debt instruments and adversely affect our ability to finance or refinance our properties and expand our portfolio. A further downgrade in our credit ratings could materially and adversely affect our business and financial condition.
Further, if lenders insist on greater coverage than we are able to obtain it could result in acceleration of repayment of such debt instruments and adversely affect our ability to finance or refinance our properties and expand our portfolio. A downgrade in our credit ratings could materially and adversely affect our business and financial condition.
These factors include: • our financial condition and performance; • the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; • actual or anticipated quarterly fluctuations in our operating results and financial condition; • our dividend policy; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities; • uncertainty and volatility in the equity and credit markets; • interest rates increases; • changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • failure to meet analysts’ revenue or earnings estimates; • speculation in the press or investment community; • strategic actions by us or our competitors, such as acquisitions or restructurings; • the extent of institutional investor interest in us; • the extent of short-selling of Vornado common shares and the shares of our competitors; • fluctuations in the stock price and operating results of our competitors; 21 • share repurchase plans; • general financial and economic market conditions and, in particular, developments related to market conditions for office REITs and other real estate related companies and the New York City real estate market; • inflation; • local, domestic and international economic factors unrelated to our performance (including the macro-economic impact of geopolitical conflicts); • fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative impacts on the U.S. economy; • changes in tax laws and rules; and • all other risk factors addressed elsewhere in this Annual Report on Form 10-K.
These factors include: • our financial condition and performance; • the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; • actual or anticipated quarterly fluctuations in our operating results and financial condition; • our dividend policy; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities; • uncertainty and volatility in the equity and credit markets; • fluctuations in interest rates; • changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • failure to meet analysts’ revenue or earnings estimates; • speculation in the press or investment community; • strategic actions by us or our competitors, such as acquisitions or restructurings; • the extent of institutional investor interest in us; • the extent of short-selling of Vornado common shares and the shares of our competitors; • fluctuations in the stock price and operating results of our competitors; 21 • share repurchase plans; • general financial and economic market conditions and, in particular, developments related to market conditions for office REITs and other real estate related companies and the New York City real estate market; • inflation; • local, domestic and international economic factors unrelated to our performance (including the macro-economic impact of geopolitical conflicts); • fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative impacts on the U.S. economy; • changes in tax laws and rules; and • all other risk factors addressed elsewhere in this Annual Report on Form 10-K.
Joint venture and fund investments involve risk, including: the possibility that our partners might refuse to make capital contributions when due and therefore we may be forced to make contributions to maintain the value of the property; that we may be responsible to our partners for indemnifiable losses; that our partners might at any time have business or economic goals that are inconsistent with ours; that third parties may be hesitant or refuse to transact with the joint venture or fund due to the identity of our partners; and that our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests.
Joint venture investments involve risk, including: the possibility that our partners might refuse to make capital contributions when due and therefore we may be forced to make contributions to maintain the value of the property; that we may be responsible to our partners for indemnifiable losses; that our partners might at any time have business or economic goals that are inconsistent with ours; that third parties may be hesitant or refuse to transact with the joint venture due to the identity of our partners; and that our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests.
These increased tax costs could, among other things, adversely affect the trading price for our common shares, our financial condition, our results of operations and the amount of cash available for the payment of dividends. 15 Significant inflation and future increases in the inflation rate could adversely affect our business and financial results.
These increased tax costs could, among other things, adversely affect the trading price for our common shares, our financial condition, our results of operations and the amount of cash available for the payment of dividends. 15 Significant inflation and increases in the inflation rate could adversely affect our business and financial results.
These factors may cause the value of our real estate assets to decline, which may result in non-cash impairment charges and the impact could be material. Real estate is a competitive business and that competition may adversely impact us.
These factors may cause the value of our real estate assets to decline, which may result in non-cash impairment charges and the impact could be material. 13 Real estate is a competitive business and that competition may adversely impact us.
The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results. Our properties are located in urban areas, which means the vitality of our properties is reliant on sound transportation and utility infrastructure.
The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results. Our properties are located in urban areas, which means the vitality of our properties is reliant on sound transportation and utility infrastructure systems.
Additionally, due to the greater risk in a loan secured by a leasehold interest than a loan secured by a fee interest, we face risks related to the availability and pricing of financing on favorable terms or at all for such ground leasehold interests. 17 RISKS RELATED TO OUR INDEBTEDNESS AND ACCESS TO CAPITAL Significantly tighter capital markets and economic conditions have affected and may continue to materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
Additionally, due to the greater risk associated with a loan secured by a leasehold interest than a loan secured by a fee interest, we face risks related to the availability and pricing of financing on favorable terms or at all for such ground leasehold interests. 17 RISKS RELATED TO OUR INDEBTEDNESS AND ACCESS TO CAPITAL Significantly tighter capital markets and economic conditions have affected and may continue to materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
The factors that affect the value of our real estate investments include, among other things: • global, national, regional and local economic conditions and geopolitical events; • competition from other available space, including co-working space and sub-leases; • local conditions such as an oversupply of space or a reduction in demand for real estate in the area; • how well we manage our properties; • the development and/or redevelopment of our properties; • changes in market rental rates; • trends in office real estate, including many tenants’ preferences for space in modern amenitized buildings which may require the landlord to incur significant capital expenditures; • increased competition from online shopping and its impact on retail tenants and their demand for retail space; • the timing and costs associated with property improvements and rentals; • whether we are able to pass all or portions of any increases in operating costs through to tenants; • changes in real estate taxes and other expenses; • fluctuations in interest rates; • the ability of state and local governments to operate within their budgets; • whether tenants and users such as customers and shoppers consider a property attractive; • changes in consumer preferences adversely affecting retailers and retail store values; • changes in tenant space utilization; • the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; • consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces; • availability of financing on acceptable terms or at all; • inflation or deflation; • our ability to obtain adequate insurance; • government regulation, including changes in fiscal policies, taxation, and zoning laws; • potential liability and compliance costs associated with environmental or other laws or regulations; • natural disasters; • general competitive factors; • climate change; and • the impact of pandemics or outbreaks of other infectious diseases.
The factors that affect the value of our real estate investments include, among other things: • global, national, regional and local economic conditions and geopolitical events; • competition from other available space, including co-working space and sub-leases; • local conditions such as an oversupply of space or a reduction in demand for real estate in the area; • how well we manage our properties; • the development and/or redevelopment of our properties; • changes in market rental rates; • trends in office real estate, including many tenants’ preferences for space in modern amenitized buildings which may require the landlord to incur significant capital expenditures; • increased competition from online shopping and its impact on retail tenants and their demand for retail space; • potential changes in trade relationships, new tariffs and other trade protection measures or barriers that may adversely affect retailers and retail store values; • the timing and costs associated with property improvements and rentals; • whether we are able to pass all or portions of any increases in operating costs through to tenants; • changes in real estate taxes and other expenses; • fluctuations in interest rates; • the ability of state and local governments to operate within their budgets; • whether tenants and users such as customers and shoppers consider a property attractive; • changes in consumer preferences adversely affecting retailers and retail store values; • changes in tenant space utilization; • the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; • consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces; • availability of financing on acceptable terms or at all; • inflation or deflation; • our ability to obtain adequate insurance; • government regulation, including changes in fiscal policies, taxation, and zoning laws; • potential liability and compliance costs associated with environmental or other laws or regulations; • natural disasters; • general competitive factors; • climate change; and • the impact of pandemics or outbreaks of other infectious diseases.
We manage and lease the real estate assets of Interstate Properties pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See Note 22 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.
We manage and lease the real estate assets of Interstate Properties pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See Note 21 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.
Mandakini Puri is a Trustee of Vornado and Director of Alexander’s. We manage, develop and lease Alexander’s properties under management, development and leasing agreements under which we receive annual fees from Alexander’s. These agreements are described in Note 5 – Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.
Mandakini Puri is a Trustee of Vornado and Director of Alexander’s. We manage, develop and lease Alexander’s properties under management, development and leasing agreements under which we receive annual fees from Alexander’s. These agreements are described in Note 4 – Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.
We have outstanding debt, and its cost may continue to increase and refinancing may not be available on acceptable terms and could affect our future operations. As of December 31, 2023, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, totaled $8.3 billion.
We have outstanding debt, and its cost may continue to increase and refinancing may not be available on acceptable terms and could affect our future operations. As of December 31, 2024, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, totaled $8.3 billion.
The interest rate hedge instruments we may use to manage some of our exposure to interest rate volatility involve risks, including the risk that counterparties may fail to perform under these arrangements. If interest rates were to fall, these arrangements may cause us to pay higher interest on our debt obligations than would otherwise be the case.
The interest rate hedge instruments we may use to manage some of our exposure to interest rate volatility involve risks, including the risk that counterparties may fail to perform under these arrangements. If interest rates continue to fall, these arrangements may cause us to pay higher interest on our debt obligations than would otherwise be the case.
In addition, the current interest rate environment has led to an increase in interest rates on our variable rate debt, including on new hedging instruments, and an increase in the cost of refinancing our existing debt and entering into new debt, all of which have reduced, and could continue to reduce, our operating cash flows.
In addition, the volatility in the interest rate environment has led to an increase in interest rates on our variable rate debt, including on new hedging instruments, and an increase in the cost of refinancing our existing debt and entering into new debt, all of which have reduced, and could continue to reduce, our operating cash flows.
There may be conflicts of interest between Alexander’s and us. As of December 31, 2023, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has five properties, which are located in the greater New York metropolitan area.
There may be conflicts of interest between Alexander’s and us. As of December 31, 2024, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has five properties, which are located in the greater New York metropolitan area.
Our failure to qualify as a REIT could impact our ability to expand our business and raise capital and adversely affect the value of our common shares. We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increase in our tax liability.
Our failure to qualify as a REIT could impact our ability to expand our business and raise capital and adversely affect the price of our common shares. We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increase in our tax liability.
In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s common shares and the redemption price of the Operating Partnership’s Class A units.
In addition, the stock market is subject to fluctuations in the equity prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s common shares and the redemption price of the Operating Partnership’s Class A units.
In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and its partners owned 26.0% of the outstanding common stock of Alexander’s as of December 31, 2023. Mr.
In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and its partners owned 26.0% of the outstanding common stock of Alexander’s as of December 31, 2024. Mr.
As of December 31, 2023, Interstate Properties, a New Jersey general partnership, and its partners beneficially owned an aggregate of approximately 7.0% of the common shares of beneficial interest of Vornado and 26.0% of the common stock of Alexander’s, which is described below. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr.
As of December 31, 2024, Interstate Properties, a New Jersey general partnership, and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.0% of the common stock of Alexander’s, which is described below. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr.
These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.
These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance the debt associated with those properties. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.
In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us. We are subject to risks involved in real estate activity through joint ventures and private equity real estate funds.
In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us. We are subject to risks involved in real estate activity through joint ventures.
In some instances, joint venture and fund partners may have competing interests in our markets that could create conflicts of interest. These conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures or funds do not operate in compliance with REIT requirements.
In some instances, joint venture partners may have competing interests in our markets that could create conflicts of interest. These conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements.
In 2023, approximately 78% of our net operating income (“NOI” a non-GAAP measure) is from our office properties. Work from home, flexible or hybrid work schedules, open workplaces, videoconferencing, and teleconferencing remain prevalent in certain situations following the COVID-19 pandemic.
In 2024, approximately 76% of our net operating income (“NOI” a non-GAAP measure) is from our office properties. Work from home, flexible or hybrid work schedules, open workplaces, videoconferencing, and teleconferencing remain prevalent in certain situations following the COVID-19 pandemic.
Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.
Our inability or the inability of our tenants to timely refinance maturing liabilities, access the capital markets and obtain reasonable pricing to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.
Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,112,753 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss.
Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,396,808 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss.
In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this area include: • financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries; • business layoffs or downsizing; • any oversupply of, or reduced demand for, real estate; • industry slowdowns; • the effects of inflation; • increased interest rates; • relocations of businesses; • changing demographics; • increased work from home and use of alternative work places; • changes in the number of domestic and international tourists to our markets (including as a result of changes in the relative strengths of world currencies); • the fiscal health of New York State and New York City governments and local transit authorities; • quality of life conditions; • infrastructure quality; • increased government regulation and costs of complying with such regulations; and • changes in rates or the treatment of the deductibility of state and local taxes.
In addition to the factors affecting national economic conditions generally, the factors affecting economic conditions in this area include: • financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries; • business layoffs or downsizing; • any oversupply of, or reduced demand for, real estate; • industry slowdowns; • the effects of inflation; • interest rate fluctuations; • relocations of businesses; • changing demographics; • work from home and use of alternative work places; • changes in the number of domestic and international tourists to our markets (including as a result of changes in the relative strengths of world currencies); • changes in diplomatic and trade relationships, as well as potential tariffs; • the fiscal health of New York State and New York City governments and local transit authorities; • quality of life conditions; • infrastructure quality; • increased government regulation and costs of complying with such regulations; and • changes in rates or limitations on the deductibility of state and local taxes.
Recent substantial increases in the rate of inflation and potential future elevated rates of inflation, both real and anticipated, may impact our business and results of operations. In a highly inflationary environment, we may be unable to raise rental rates at or above the rate of inflation, which could reduce our profit margins.
Elevated rates of inflation, both real and anticipated, may impact our business and results of operations. In a highly inflationary environment, we may be unable to raise rental rates at or above the rate of inflation, which could reduce our profit margins.
If that infrastructure is compromised in any way by an extreme weather event, such a compromise could have an adverse impact on our local economies and populations, as well as on our tenants’ ability to do business in our buildings. Our properties are subject to transitional risks related to climate-related policy change.
If one of those systems is compromised in any way by an extreme weather event, such a compromise could have an adverse impact on our local economies and populations, as well as on our tenants’ ability to do business in our buildings. Our properties are subject to transitional risks related to climate-related policy change.
A significant portion of our properties is located in the New York metropolitan area and is affected by the economic cycles and risks inherent to this area. In 2023, approximately 88% of our NOI is from properties located in the New York metropolitan area.
A significant portion of our properties is located in the New York metropolitan area and is affected by the economic cycles and risks inherent to this area. In 2024, approximately 89% of our NOI is from properties located in the New York metropolitan area.
Our credit rating and the credit ratings assigned to our debt securities and our preferred shares have been recently downgraded and could change in the future based upon, among other things, our results of operations and financial condition.
Our credit rating and the credit ratings assigned to our debt securities and our preferred shares could change in the future based upon, among other things, our results of operations and financial condition.
For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $275,000,000, increased from $250,000,000 effective June 20, 2023, includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage.
For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $275,000,000, includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage.
The number of competitive office properties in the New York metropolitan area, which may be newer, more amenitized or better located than our properties, could have a material adverse effect on our ability to lease office space at our properties and on the effective rents we are able to charge. 13 We may be unable to renew leases, lease vacant space or relet space as leases expire on favorable terms.
The number of competitive office properties in the New York metropolitan area, which may be newer, more amenitized or better located than our properties, could have a material adverse effect on our ability to lease office space at our properties and on the effective rents we are able to charge.
As of December 31, 2023, there were six series of preferred units of the Operating Partnership not held by Vornado with a total liquidation value of $52,921,000.
As of December 31, 2024, there were six series of preferred units of the Operating Partnership not held by Vornado with a total liquidation value of $53,219,000.
Unless we purchase a fee interest in the underlying land or extend the terms of these leases prior to expiration, we will no longer operate these properties upon expiration of the leases, which could adversely affect our financial condition and results of operations.
We are the lessee under long-term ground lease arrangements at certain of our properties. Unless we purchase a fee interest in the underlying land or extend the terms of these leases prior to expiration, we will no longer operate these properties upon expiration of the leases, which could adversely affect our financial condition and results of operations.
We currently own properties through joint ventures and private equity real estate funds with other persons and entities and may in the future acquire or own properties through joint ventures and funds when we believe circumstances warrant the use of such structures.
We currently own properties through joint ventures with other persons and entities and may in the future acquire or own properties through joint ventures and other co-investment vehicles when we believe circumstances warrant the use of such structures.
Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions. In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration.
In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration.
As of December 31, 2023, Vornado had authorized but unissued 59,609,297 common shares of beneficial interest, $0.04 par value, and 58,387,098 preferred shares of beneficial interest, no par value; of which 22,186,690 common shares are reserved for issuance upon redemption of Class A Operating Partnership units, convertible securities and employee stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of preferred Operating Partnership units.
As of December 31, 2024, Vornado had authorized but unissued 59,153,420 common shares of beneficial interest, $0.04 par value, and 58,390,820 preferred shares of beneficial interest, no par value; of which 21,273,952 common shares are reserved for issuance upon redemption of Class A Operating Partnership units, convertible securities and employee stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of preferred Operating Partnership units.
These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations, which could have an adverse effect on the value of our properties, our business and profitability. 12 Our performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry.
These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations, which could have an adverse effect on the value of our properties, our business and profitability.
It is impossible for us to predict the future effect of trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas. Local, national or global economic downturns could negatively affect the value of our properties, our businesses and profitability.
It is impossible for us to predict the future effect of trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas.
In addition, the full transition of grid-supplied energy to renewable sources (as has been mandated by the Climate Leadership and Community Protection Act in New York State) could lead to increased energy costs and operating expenses for our buildings.
De-carbonization of grid-supplied energy (as has been mandated by the Climate Leadership and Community Protection Act in New York State) could lead to increased energy costs and operating expenses for our buildings. Retrofitting our building systems to consume less energy could lead to increased capital costs.
Although these laws and regulations have not had any material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs.
In addition, buildings which consume fossil fuel onsite may be subject to penalties in the future. Although these laws and regulations have not had any material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs.
When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space.
We may be unable to renew leases, lease vacant space or relet space as leases expire on favorable terms. When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space.
The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Recently, domestic and international financial markets have experienced unusual volatility, significant interest rate increases and continuing uncertainty.
The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants.
Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from investing and operating real estate.
From time to time we have made, and in the future we may seek to make, investments in companies that we may not control. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from investing and operating real estate.
To the extent our partners do not meet their obligations to us or our joint ventures or funds, or they take action inconsistent with the interests of the joint venture or fund, we may be adversely affected.
To the extent our partners do not meet their obligations to us or our joint ventures, or they take action inconsistent with the interests of the joint venture, we may be adversely affected. We are exposed to risks related to our properties that are subject to ground leases arrangements which could adversely affect our results of operations.
We are subject to risks that affect the general and New York City retail environments. In 2023, approximately 17% of our NOI is from Manhattan retail properties.
Local, national or global economic downturns could negatively affect the value of our properties, our businesses and profitability. 12 We are subject to risks that affect the general and New York City retail environments. In 2024, approximately 18% of our NOI is from Manhattan retail properties.
We may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise desire to do so without incurring additional costs. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns.
There may be limitations on our ability to sell or reduce the indebtedness of specific properties. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns.
Removed
Our business, financial condition, results of operations and cash flows have been and may continue to be adversely affected by outbreaks of highly infectious or contagious diseases. Our business has been, and may continue to be, adversely affected by the economic and industry challenges created by highly infectious or contagious diseases, including the COVID-19 pandemic.
Added
Additionally, the increased use of artificial intelligence (“AI”) could result in changes in tenant space utilization, including the need to reduce or reconfigure space.
Removed
The impact of the COVID-19 pandemic caused retailers to reduce the number and size of their physical locations and increase reliance on e-commerce, and future infectious or contagious diseases could have a similar impact.
Added
These conditions may also adversely impact our revenues and cash flows.
Removed
Additionally, many office tenants have adopted work from home, hybrid and flexible work arrangements which may lead our office tenants to reassess their long-term physical space needs. Any future outbreak of a highly infectious or contagious disease could impact how people live, work and travel in ways that have affected and may in the future affect our properties.
Added
Some of our potential losses may not be covered by insurance.
Removed
Over time, these factors could decrease the demand for office and retail space and ultimately decrease occupancy and/or rent levels across our portfolio, which may have a negative impact on our financial condition and/or access to capital and may have the effect of heightening other risks described under this heading “Risk Factors.” Some of our potential losses may not be covered by insurance.
Added
The reserved common shares exclude the potential conversion of appreciation-only long-term incentive plan units (“AO LTIP Units”) and performance AO LTIP Units which may be converted into Class A Operating Partnership Units if a specified price is met. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions.
Removed
De-carbonization of grid-supplied energy could lead to increased energy costs and operating expenses for our buildings. Retrofitting our building systems to consume less energy could lead to increased capital costs. Buildings which consume fossil fuel onsite may be subject to penalties in the future.
Removed
From time to time we have made, and in the future we may seek to make, investments in companies that we may not control, including, but not limited to, Alexander’s, our Fifth Avenue and Times Square JV, and other equity and loan investments.
Removed
We are exposed to risks related to our properties that are subject to ground leases arrangements which could adversely affect our results of operations. We are the lessee under long-term ground lease arrangements at certain of our properties.
Removed
Liquidity has significantly tightened in overall financial markets. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms. Additionally, the recent inflation environment has led to an increase in interest rates, which has had a direct and material increase on the interest expense of our borrowings.
Removed
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the applicable lender, to further mortgage the applicable property or to reduce or change insurance coverage.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed10 unchanged
Biggest changeOur cybersecurity risk management program includes: • Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and our broader enterprise IT environment; • A team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls and (iii) our response to cybersecurity incidents; • The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • Cybersecurity awareness training of our employees, incident response personnel and senior management, including through the use of third-party providers for regular mandatory trainings; • A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • A risk management process for third-party service providers, suppliers, and vendors.
Biggest changeOur cybersecurity risk management program includes: • Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and our broader enterprise IT environment; • A team principally responsible for managing our (i) cybersecurity risk assessment processes, (ii) security controls and (iii) response to cybersecurity incidents; • The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • Cybersecurity awareness training of our employees, incident response personnel and senior management, including through the use of third-party providers for regular mandatory trainings; • A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • A risk management process for third-party service providers, suppliers, and vendors.

Item 2. Properties

Properties — owned and leased real estate

13 edited+3 added−1 removed2 unchanged
Biggest changeOccupancy and weighted average annual rent per square foot: Office: Vornado's Ownership Interest As of December 31, Total Square Feet In Service Square Feet In Service Square Feet At Share Occupancy Rate Weighted Average Annual Escalated Rent Per Square Foot 2023 20,383,000 18,699,000 16,001,000 90.7 % $ 86.30 2022 19,902,000 18,724,000 16,028,000 91.9 % 83.98 2021 20,630,000 19,442,000 16,757,000 92.2 % 80.01 2020 20,586,000 18,361,000 15,413,000 93.4 % 79.05 2019 20,666,000 19,070,000 16,195,000 96.9 % 76.26 Retail: Vornado's Ownership Interest As of December 31, Total Square Feet In Service Square Feet In Service Square Feet At Share Occupancy Rate Weighted Average Annual Escalated Rent Per Square Foot 2023 2,394,000 2,123,000 1,684,000 74.9 % $ 224.88 2022 2,556,000 2,289,000 1,851,000 74.4 % 215.72 2021 2,693,000 2,267,000 1,825,000 80.7 % 214.22 2020 2,690,000 2,275,000 1,805,000 78.8 % 226.38 2019 2,712,000 2,300,000 1,842,000 94.5 % 209.86 Occupancy and average monthly rent per unit: Residential: Vornado's Ownership Interest As of December 31, Total Number of Units Total Number of Units Occupancy Rate Average Monthly Rent Per Unit 2023 1,974 939 96.8 % $ 4,115 2022 1,976 941 96.7 % 3,882 2021 1,986 951 97.0 % 3,776 2020 1,995 960 84.9 % 3,714 2019 1,996 960 97.5 % 3,902 30 NEW YORK – CONTINUED Lease expirations as of December 31, 2023 (at share): Number of Expiring Leases Square Feet of Expiring Leases (1) Percentage of New York Square Feet Annualized Escalated Rents of Expiring Leases Year Total Per Square Foot Office: Fourth Quarter 2023 (2) 12 223,000 1.6% $ 23,965,000 $ 107.47 2024 76 713,000 5.0% 63,535,000 89.11 (3) 2025 67 586,000 4.1% 45,758,000 78.09 2026 79 1,163,000 8.1% 94,536,000 81.29 2027 95 1,301,000 9.1% 102,958,000 79.14 2028 (4) 65 1,044,000 7.3% 84,045,000 80.50 2029 59 1,241,000 8.7% 100,418,000 80.92 2030 50 643,000 4.5% 54,540,000 84.82 2031 31 891,000 6.2% 80,847,000 90.74 2032 22 958,000 6.7% 94,504,000 98.65 2033 21 502,000 4.0% 42,938,000 85.53 Retail: Fourth Quarter 2023 (2) 3 11,000 1.0% $ 1,122,000 $ 102.00 2024 11 197,000 17.7% 20,532,000 104.22 (5) 2025 12 50,000 4.5% 13,076,000 261.52 2026 10 82,000 7.3% 26,414,000 322.12 2027 10 32,000 2.9% 20,509,000 640.91 2028 9 32,000 2.9% 14,731,000 460.34 2029 14 53,000 4.7% 27,460,000 518.11 2030 21 153,000 13.7% 23,416,000 153.05 2031 24 68,000 6.1% 30,383,000 446.81 2032 21 57,000 5.1% 29,537,000 518.19 2033 7 17,000 1.5% 6,022,000 354.24 ________________________________________ (1) Excludes storage, vacancy and other.
Biggest changeOccupancy and weighted average annual rent per square foot: Office: Vornado's Ownership Interest As of December 31, Total Square Feet In Service Square Feet In Service Square Feet At Share Occupancy Rate Weighted Average Annual Escalated Rent Per Square Foot 2024 20,343,000 18,714,000 16,024,000 88.8 % $ 88.38 2023 20,383,000 18,699,000 16,001,000 90.7 % 86.30 2022 19,902,000 18,724,000 16,028,000 91.9 % 83.98 2021 20,630,000 19,442,000 16,757,000 92.2 % 80.01 2020 20,586,000 18,361,000 15,413,000 93.4 % 79.05 Retail: Vornado's Ownership Interest As of December 31, Total Square Feet In Service Square Feet In Service Square Feet At Share Occupancy Rate Weighted Average Annual Escalated Rent Per Square Foot 2024 2,421,000 2,387,000 1,943,000 73.7 % $ 213.05 2023 2,394,000 2,123,000 1,684,000 74.9 % 224.88 2022 2,556,000 2,289,000 1,851,000 74.4 % 215.72 2021 2,693,000 2,267,000 1,825,000 80.7 % 214.22 2020 2,690,000 2,275,000 1,805,000 78.8 % 226.38 Occupancy and average monthly rent per unit: Residential: Vornado's Ownership Interest As of December 31, Total Number of Units Total Number of Units Occupancy Rate Average Monthly Rent Per Unit 2024 1,642 769 96.6 % $ 4,713 2023 1,974 939 96.8 % 4,115 2022 1,976 941 96.7 % 3,882 2021 1,986 951 97.0 % 3,776 2020 1,995 960 84.9 % 3,714 30 NEW YORK – CONTINUED Lease expirations as of December 31, 2024 (at share): Number of Expiring Leases Square Feet of Expiring Leases (1) Percentage of New York Square Feet Annualized Escalated Rents of Expiring Leases Year Total Per Square Foot Office: Fourth Quarter 2024 (2) 13 56,000 0.4% $ 4,394,000 $ 78.46 2025 67 591,000 4.2% 45,517,000 77.02 (3) 2026 72 1,163,000 8.3% 96,849,000 83.28 2027 100 1,341,000 9.6% 107,992,000 80.53 2028 (4) 67 1,051,000 7.5% 85,447,000 81.30 2029 72 1,290,000 9.2% 106,828,000 82.81 2030 64 691,000 4.9% 57,851,000 83.72 2031 37 696,000 5.0% 64,668,000 92.91 2032 32 1,014,000 7.2% 99,800,000 98.42 2033 20 517,000 3.7% 44,524,000 86.12 2034 29 748,000 5.8% 78,714,000 105.23 Retail: Fourth Quarter 2024 (2) 2 1,000 0.1% $ 266,000 $ 266.00 2025 15 178,000 14.0% 15,092,000 84.79 (5) 2026 11 84,000 6.6% 26,722,000 318.12 2027 12 52,000 4.1% 21,514,000 413.73 2028 9 27,000 2.1% 10,978,000 406.59 2029 12 53,000 4.2% 23,559,000 444.51 2030 18 146,000 11.5% 24,458,000 167.52 2031 25 68,000 5.3% 31,214,000 459.03 2032 22 55,000 4.3% 30,115,000 547.55 2033 12 33,000 2.6% 10,754,000 325.88 2034 27 138,000 10.8% 17,308,000 125.42 ________________________________________ (1) Excludes storage, vacancy and other.
Alexander’s As of December 31, 2023, we own 32.4% of the outstanding common stock of Alexander’s, which owns five properties in the greater New York City aggregating 2.5 million square feet, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg L.P. headquarters building.
Alexander’s As of December 31, 2024, we own 32.4% of the outstanding common stock of Alexander’s, which owns five properties in the greater New York City aggregating 2.5 million square feet, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg L.P. headquarters building.
ITEM 2. PROPERTIES PROPERTY LISTING We operate in two reportable segments: New York and Other. The following pages provide details of our real estate properties as of December 31, 2023.
ITEM 2. PROPERTIES PROPERTY LISTING We operate in two reportable segments: New York and Other. The following pages provide details of our real estate properties as of December 31, 2024.
(2) Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter. (3) Based on current market conditions, we expect to re-lease this space at rents between $85 to $95 per square foot. (4) Excludes the expiration of 492,000 square feet at 909 Third Avenue for U.S.
(2) Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter. (3) Based on current market conditions, we expect to re-lease this space at rents between $80 to $90 per square foot. (4) Excludes the expiration of 492,000 square feet at 909 Third Avenue for U.S.
The 26.7 million square feet is comprised of 20.4 million square feet of Manhattan office in 30 of the properties, 2.4 million square feet of Manhattan street retail in 50 of the properties, 1,662 units in five residential properties, and our 32.4% interest in Alexander’s, which owns five properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg, L.P. headquarters building, and The Alexander, a 312-unit apartment tower in Queens.
The 26.4 million square feet is comprised of 20.1 million square feet of Manhattan office in 30 of the properties, 2.4 million square feet of Manhattan street retail in 49 of the properties, 1,330 units in two residential properties, and our 32.4% interest in Alexander’s, which owns five properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg, L.P. headquarters building, and The Alexander, a 312-unit apartment tower in Queens.
ANNUALIZED ESCALATED RENTS (1) (AT SHARE) BY TENANT INDUSTRY: Industry Percentage Office: Financial Services 22 % Technology 16 % Professional Services 7 % Advertising/Marketing 5 % Entertainment and Electronics 4 % Real Estate 3 % Insurance 3 % Education 3 % Apparel 2 % Engineering, Architect & Surveying 2 % Health Services 2 % Communications 1 % Government 1 % Other 6 % 77 % Retail: Apparel 5 % Luxury Retail 4 % Banking 2 % Restaurants 2 % Grocery 1 % Other 4 % 18 % Showroom 5 % Total 100 % ________________________________________ (1) Represents monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12.
ANNUALIZED ESCALATED RENTS (1) (AT SHARE) BY TENANT INDUSTRY: Industry Percentage Office: Financial Services 22 % Technology 15 % Professional Services 7 % Real Estate 5 % Advertising/Marketing 5 % Entertainment and Electronics 4 % Education 3 % Insurance 2 % Health Services 2 % Engineering, Architect & Surveying 2 % Apparel 1 % Communications 1 % Government 1 % Other 6 % 76 % Retail: Apparel 4 % Luxury Retail 4 % Banking 2 % Restaurants 2 % Grocery 1 % Other 6 % 19 % Showroom 5 % Total 100 % ________________________________________ (1) Annualized escalated rents represent monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12.
The New York segment also includes nine garages totaling 1.6 million square feet (4,685 spaces). As of December 31, 2023, the occupancy rate for our New York segment was 89.4%.
The New York segment also includes nine garages totaling 1.6 million square feet (4,685 spaces). As of December 31, 2024, the occupancy rate for our New York segment was 87.6%.
As of December 31, 2023, THE MART had an occupancy rate of 79.2% and a weighted average annual rent per square foot of $52.06. 555 California Street We own a 70% controlling interest in a three-building office complex aggregating 1.8 million square feet, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”).
As of December 31, 2024, THE MART had an occupancy rate of 80.1% and a weighted average annual rent per square foot of $53.32. 555 California Street We own a 70% controlling interest in a three-building office complex aggregating 1.8 million square feet, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”).
As of December 31, 2023, Alexander's had an occupancy rate of 92.6% and a weighted average annual rent per square foot of $107.78. OTHER REAL ESTATE AND INVESTMENTS THE MART We own the 3.7 million square foot THE MART in Chicago, whose largest tenant is Motorola Mobility at 609,000 square feet, the lease of which is guaranteed by Google.
As of December 31, 2024, Alexander's had an occupancy rate of 99.1% and a weighted average annual rent per square foot of $119.53. OTHER REAL ESTATE AND INVESTMENTS THE MART We own the 3.7 million square foot THE MART in Chicago, whose largest tenant is Motorola Mobility at 609,000 square feet, the lease of which is guaranteed by Google.
Square Feet NEW YORK SEGMENT Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property PENN 1 (ground leased through 2098) (1) 100.0 % Office / Retail 82.4 % 2,329,000 228,000 2,557,000 1290 Avenue of the Americas 70.0 % Office / Retail 99.8 % 2,120,000 — 2,120,000 PENN 2 100.0 % Office / Retail 100.0 % 338,000 1,457,000 1,795,000 909 Third Avenue (ground leased through 2063) (1) 100.0 % Office 95.0 % 1,351,000 — 1,351,000 280 Park Avenue (2) 50.0 % Office / Retail 95.3 % 1,265,000 — 1,265,000 Independence Plaza, Tribeca (1,327 units) (2) 50.1 % Retail / Residential 57.6 % (3) 1,258,000 — 1,258,000 770 Broadway 100.0 % Office / Retail 79.7 % 1,183,000 — 1,183,000 PENN 11 100.0 % Office / Retail 99.3 % 1,149,000 — 1,149,000 100 West 33rd Street 100.0 % Office / Retail 70.6 % 1,114,000 — 1,114,000 90 Park Avenue 100.0 % Office / Retail 95.2 % 956,000 — 956,000 One Park Avenue 100.0 % Office / Retail 95.0 % 945,000 — 945,000 888 Seventh Avenue (ground leased through 2067) (1) 100.0 % Office / Retail 86.5 % 887,000 — 887,000 The Farley Building (ground and building leased through 2116) (1) 95.0 % Office / Retail 91.4 % 847,000 — 847,000 330 West 34th Street (65.2% ground leased through 2149) (1) 100.0 % Office / Retail 75.7 % 724,000 — 724,000 85 Tenth Avenue (2) 49.9 % Office / Retail 84.5 % 638,000 — 638,000 650 Madison Avenue (2) 20.1 % Office / Retail 86.1 % 601,000 — 601,000 350 Park Avenue 100.0 % Office 100.0 % 585,000 — 585,000 150 East 58th Street (4) 100.0 % Office / Retail 83.2 % 544,000 — 544,000 7 West 34th Street (2) 53.0 % Office / Retail 100.0 % 477,000 — 477,000 595 Madison Avenue 100.0 % Office / Retail 89.5 % 330,000 — 330,000 640 Fifth Avenue (2) 52.0 % Office / Retail 92.3 % 315,000 — 315,000 50-70 West 93rd Street (324 units) (2) 49.9 % Residential 99.7 % 283,000 — 283,000 Sunset Pier 94 Studios (ground and building leased through 2110) (1)(2) 49.9 % Studio (5) — 266,000 266,000 260 Eleventh Avenue (ground leased through 2114) (1) 100.0 % Office 100.0 % 209,000 — 209,000 4 Union Square South 100.0 % Retail 100.0 % 204,000 — 204,000 61 Ninth Avenue (2 buildings) (ground leased through 2115) (1)(2) 45.1 % Office / Retail 100.0 % 194,000 — 194,000 512 West 22nd Street (2) 55.0 % Office / Retail 85.2 % 173,000 — 173,000 825 Seventh Avenue 51.2 % Office (2) / Retail 80.1 % 173,000 — 173,000 1540 Broadway (2) 52.0 % Retail 78.5 % 161,000 — 161,000 Paramus 100.0 % Office 81.2 % 129,000 — 129,000 666 Fifth Avenue (2)(6) 52.0 % Retail 100.0 % 114,000 — 114,000 1535 Broadway (2) 52.0 % Retail / Theatre 100.0 % 107,000 — 107,000 57th Street (2 buildings) (2) 50.0 % Office / Retail 78.3 % 103,000 — 103,000 689 Fifth Avenue (2) 52.0 % Office / Retail 100.0 % 98,000 — 98,000 150 West 34th Street 100.0 % Retail 100.0 % 78,000 — 78,000 655 Fifth Avenue (2) 50.0 % Retail 100.0 % 57,000 — 57,000 435 Seventh Avenue 100.0 % Retail 100.0 % 43,000 — 43,000 606 Broadway 50.0 % Office / Retail 81.8 % 36,000 — 36,000 697-703 Fifth Avenue (2) 44.8 % Retail 100.0 % 26,000 — 26,000 1131 Third Avenue 100.0 % Retail 100.0 % 23,000 — 23,000 131-135 West 33rd Street 100.0 % Retail 100.0 % 23,000 — 23,000 ________________________________________ See notes on page 28 . 26 PROPERTY LISTING – CONTINUED Square Feet NEW YORK SEGMENT – CONTINUED Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property 715 Lexington Avenue 100.0 % Retail 100.0 % 22,000 — 22,000 537 West 26th Street 100.0 % Retail 100.0 % 17,000 — 17,000 334 Canal Street (4 units) 100.0 % Retail / Residential — % (3) — 14,000 14,000 304-306 Canal Street (4 units) 100.0 % Retail / Residential 100.0 % (3) 4,000 9,000 13,000 40 East 66th Street (3 units) 100.0 % Residential 100.0 % 10,000 — 10,000 431 Seventh Avenue 100.0 % Retail 100.0 % 9,000 — 9,000 138-142 West 32nd Street 100.0 % Retail 80.3 % 8,000 — 8,000 339 Greenwich Street 100.0 % Retail 100.0 % 8,000 — 8,000 966 Third Avenue 100.0 % Retail 100.0 % 7,000 — 7,000 968 Third Avenue (2) 50.0 % Retail 100.0 % 7,000 — 7,000 137 West 33rd Street 100.0 % Retail 100.0 % 3,000 — 3,000 57th Street (2) 50.0 % Land (5) — — — Eighth Avenue and 34th Street 100.0 % Land (5) — — — Hotel Pennsylvania Site (7) 100.0 % Land (5) — — — Other (3 buildings) 100.0 % Retail 65.4 % 16,000 — 16,000 Alexander's, Inc.: 731 Lexington Avenue (2) 32.4 % Office / Retail 98.9 % 1,079,000 — 1,079,000 Rego Park II, Queens (6.6 acres) (2) 32.4 % Retail 76.9 % 616,000 — 616,000 Rego Park I, Queens (4.8 acres) (2) 32.4 % Retail 100.0 % 214,000 124,000 338,000 The Alexander Apartment Tower, Queens (312 units) (2) 32.4 % Residential 95.2 % 255,000 — 255,000 Flushing, Queens (1.0 acre ground leased through 2037) (1)(2) 32.4 % Retail 100.0 % 167,000 — 167,000 Total New York Segment 90.0 % 24,632,000 2,098,000 26,730,000 Our Ownership Interest 89.4 % 19,185,000 1,881,000 21,066,000 ________________________________________ See notes on page 28 . 27 PROPERTY LISTING – CONTINUED Square Feet OTHER SEGMENT Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property THE MART: THE MART, Chicago 100.0 % Office / Retail / Trade show / Showroom 79.1 % 3,669,000 — 3,669,000 527 West Kinzie, Chicago 100.0 % Land (5) — — — Other (2 properties) (2) , Chicago 50.0 % Retail 100.0 % 19,000 — 19,000 Total THE MART 79.2 % 3,688,000 — 3,688,000 Our Ownership Interest 79.2 % 3,679,000 — 3,679,000 555 California Street: 555 California Street 70.0 % Office / Retail 98.7 % 1,506,000 — 1,506,000 315 Montgomery Street 70.0 % Office / Retail 99.7 % 235,000 — 235,000 345 Montgomery Street 70.0 % Office / Retail — % 78,000 — 78,000 Total 555 California Street 94.5 % 1,819,000 — 1,819,000 Our Ownership Interest 94.5 % 1,274,000 — 1,274,000 Other: Rosslyn Plaza, VA (197 units) (2) 45.6 % Office / Residential 58.4 % (3) 685,000 304,000 989,000 Fashion Centre Mall / Washington Tower, VA (2) 7.5 % Office / Retail 93.5 % 1,038,000 — 1,038,000 Wayne Towne Center, Wayne, NJ (ground leased through 2064) (1) 100.0 % Retail 100.0 % 686,000 4,000 690,000 Annapolis, MD (ground leased through 2042) (1) 100.0 % Retail 100.0 % 128,000 — 128,000 Atlantic City, NJ (11.3 acres ground leased through 2070 to VICI Properties for a portion of the Borgata Hotel and Casino complex) 100.0 % Land 100.0 % — — — Total Other 89.2 % 2,537,000 308,000 2,845,000 Our Ownership Interest 91.9 % 1,202,000 144,000 1,346,000 ________________________________________ (1) Term assumes all renewal options exercised, if applicable.
Square Feet NEW YORK SEGMENT Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property PENN 1 (ground leased through 2098) (1) 100.0 % Office / Retail 83.7 % 2,552,000 — 2,552,000 1290 Avenue of the Americas 70.0 % Office / Retail 92.7 % 2,106,000 — 2,106,000 PENN 2 100.0 % Office / Retail 100.0 % 402,000 1,393,000 1,795,000 909 Third Avenue (ground leased through 2063) (1) 100.0 % Office 93.1 % 1,352,000 — 1,352,000 280 Park Avenue (2) 50.0 % Office / Retail 92.2 % 1,266,000 — 1,266,000 Independence Plaza, Tribeca (1,327 units) (2) 50.1 % Retail / Residential 54.7 % (3) 1,258,000 — 1,258,000 770 Broadway 100.0 % Office / Retail 56.0 % 1,183,000 — 1,183,000 PENN 11 100.0 % Office / Retail 99.6 % 1,151,000 — 1,151,000 100 West 33rd Street 100.0 % Office / Retail 73.1 % 1,115,000 — 1,115,000 90 Park Avenue 100.0 % Office / Retail 98.2 % 956,000 — 956,000 One Park Avenue 100.0 % Office / Retail 93.6 % 945,000 — 945,000 888 Seventh Avenue (ground leased through 2067) (1) 100.0 % Office / Retail 84.3 % 887,000 — 887,000 The Farley Building (ground and building leased through 2116) (1) 95.0 % Office / Retail 91.7 % 846,000 — 846,000 330 West 34th Street (65.2% ground leased through 2149) (1) 100.0 % Office / Retail 77.3 % 726,000 — 726,000 85 Tenth Avenue (2) 49.9 % Office / Retail 85.8 % 638,000 — 638,000 650 Madison Avenue (2) 20.1 % Office / Retail 82.9 % 601,000 — 601,000 350 Park Avenue 100.0 % Office 100.0 % 585,000 — 585,000 150 East 58th Street (4) 100.0 % Office / Retail 81.7 % 544,000 — 544,000 7 West 34th Street (2) 53.0 % Office / Retail 100.0 % 477,000 — 477,000 595 Madison Avenue 100.0 % Office / Retail 89.0 % 330,000 — 330,000 640 Fifth Avenue (2) 52.0 % Office / Retail 92.2 % 315,000 — 315,000 Sunset Pier 94 Studios (ground and building leased through 2110) (1)(2) 49.9 % Studio (5) — 266,000 266,000 260 Eleventh Avenue (ground leased through 2114) (1) 100.0 % Office 100.0 % 209,000 — 209,000 4 Union Square South 100.0 % Retail 100.0 % 204,000 — 204,000 61 Ninth Avenue (2 buildings) (ground leased through 2115) (1)(2) 45.1 % Office / Retail 100.0 % 194,000 — 194,000 512 West 22nd Street (2) 55.0 % Office / Retail 100.0 % 173,000 — 173,000 825 Seventh Avenue 51.2 % Office (2) / Retail 80.1 % 173,000 — 173,000 1540 Broadway (2) 52.0 % Retail 78.5 % 161,000 — 161,000 Paramus 100.0 % Office 85.6 % 129,000 — 129,000 666 Fifth Avenue (2)(6) 52.0 % Retail 100.0 % 114,000 — 114,000 1535 Broadway (2) 52.0 % Retail / Theatre 99.3 % 107,000 — 107,000 57th Street (2 buildings) (2) 50.0 % Office / Retail 71.2 % 103,000 — 103,000 689 Fifth Avenue (2) 52.0 % Office / Retail 100.0 % 97,000 — 97,000 150 West 34th Street 100.0 % Retail 100.0 % 79,000 — 79,000 655 Fifth Avenue (2) 50.0 % Retail 100.0 % 57,000 — 57,000 435 Seventh Avenue 100.0 % Retail 100.0 % 43,000 — 43,000 606 Broadway 50.0 % Office / Retail 24.8 % 36,000 — 36,000 697-703 Fifth Avenue (2) 44.8 % Retail 100.0 % 26,000 — 26,000 1131 Third Avenue 100.0 % Retail 100.0 % 23,000 — 23,000 131-135 West 33rd Street 100.0 % Retail 100.0 % 23,000 — 23,000 ________________________________________ See notes on page 28 . 26 PROPERTY LISTING – CONTINUED Square Feet NEW YORK SEGMENT – CONTINUED Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property 715 Lexington Avenue 100.0 % Retail 100.0 % 22,000 — 22,000 537 West 26th Street 100.0 % Retail 100.0 % 17,000 — 17,000 334 Canal Street 100.0 % Retail / Residential — % (3) — 14,000 14,000 304-306 Canal Street 100.0 % Retail / Residential 100.0 % (3) 4,000 9,000 13,000 40 East 66th Street (3 units) 100.0 % Residential 100.0 % 10,000 — 10,000 431 Seventh Avenue 100.0 % Retail 100.0 % 9,000 — 9,000 138-142 West 32nd Street 100.0 % Retail 80.3 % 8,000 — 8,000 339 Greenwich Street 100.0 % Retail 100.0 % 8,000 — 8,000 966 Third Avenue 100.0 % Retail 100.0 % 7,000 — 7,000 968 Third Avenue (2) 50.0 % Retail 100.0 % 7,000 — 7,000 137 West 33rd Street 100.0 % Retail 100.0 % 3,000 — 3,000 57th Street (2) 50.0 % Land (5) — — — Eighth Avenue and 34th Street 100.0 % Land (5) — — — Hotel Pennsylvania Site (PENN 15) 100.0 % Land (5) — — — Other (3 buildings) 100.0 % Retail 100.0 % 16,000 — 16,000 Alexander's, Inc.: 731 Lexington Avenue (2) 32.4 % Office / Retail 98.9 % 1,080,000 — 1,080,000 Rego Park II, Queens (6.6 acres) (2) 32.4 % Retail 99.0 % 479,000 136,000 615,000 Rego Park I, Queens (4.8 acres) (2) 32.4 % Retail 100.0 % 86,000 252,000 338,000 The Alexander Apartment Tower, Queens (312 units) (2) 32.4 % Residential 94.2 % 255,000 — 255,000 Flushing, Queens (1.0 acre ground leased through 2037) (1)(2) 32.4 % Retail 100.0 % 167,000 — 167,000 Total New York Segment 88.6 % 24,364,000 2,070,000 26,434,000 Our Ownership Interest 87.6 % 19,241,000 1,675,000 20,916,000 ________________________________________ See notes on page 28 . 27 PROPERTY LISTING – CONTINUED Square Feet OTHER SEGMENT Property % Ownership Type % Occupancy In Service Under Development or Not Available for Lease Total Property THE MART: THE MART, Chicago 100.0 % Office / Retail / Trade show / Showroom 80.1 % 3,684,000 — 3,684,000 527 West Kinzie, Chicago 100.0 % Land (5) — — — Other (2 properties) (2) , Chicago 50.0 % Retail 89.5 % 19,000 — 19,000 Total THE MART 80.2 % 3,703,000 — 3,703,000 Our Ownership Interest 80.1 % 3,694,000 — 3,694,000 555 California Street: 555 California Street 70.0 % Office / Retail 96.6 % 1,507,000 — 1,507,000 315 Montgomery Street 70.0 % Office / Retail 93.6 % 236,000 — 236,000 345 Montgomery Street 70.0 % Office / Retail — % 78,000 — 78,000 Total 555 California Street 92.0 % 1,821,000 — 1,821,000 Our Ownership Interest 92.0 % 1,275,000 — 1,275,000 Other: Rosslyn Plaza, VA (197 units) (2) 45.6 % Office / Residential 28.5 % (3) 685,000 304,000 989,000 Fashion Centre Mall / Washington Tower, VA (2) 7.5 % Office / Retail 93.4 % 1,038,000 — 1,038,000 Wayne Towne Center, Wayne, NJ (ground leased through 2064) (1) 100.0 % Retail 100.0 % 686,000 4,000 690,000 Annapolis, MD (ground leased through 2042) (1) 100.0 % Retail 100.0 % 128,000 — 128,000 Atlantic City, NJ (11.3 acres ground leased through 2070 to VICI Properties for a portion of the Borgata Hotel and Casino complex) 100.0 % Land 100.0 % — — — Total Other 83.5 % 2,537,000 308,000 2,845,000 Our Ownership Interest 86.5 % 1,202,000 144,000 1,346,000 ________________________________________ (1) Term assumes all renewal options exercised, if applicable.
As of December 31, 2023, 555 California Street had an occupancy rate of 94.5% and a weighted average annual rent per square foot of $94.93. 31
As of December 31, 2024, 555 California Street had an occupancy rate of 92.0% and a weighted average annual rent per square foot of $98.90. 31
(7) Demolition of the existing building was completed in the third quarter of 2023. 28 TOP 10 TENANTS BASED ON ANNUALIZED ESCALATED RENTS (1) (AT SHARE): Tenant Square Footage At Share Annualized Escalated Rents At Share % of Total Annualized Escalated Rents At Share Meta Platforms, Inc. 1,451,153 $ 167,180 9.3 % IPG and affiliates 1,044,715 69,186 3.9 % Citadel 585,460 62,498 3.5 % New York University 685,290 48,886 2.7 % Google/Motorola Mobility (guaranteed by Google) 759,446 41,765 2.3 % Bloomberg L.P. 306,768 41,279 2.3 % Amazon (including its Whole Foods subsidiary) 312,694 30,699 1.7 % Neuberger Berman Group LLC 306,612 28,184 1.6 % Swatch Group USA 11,957 27,333 1.5 % Madison Square Garden & Affiliates 408,031 27,326 1.5 % ________________________________________ See note below.
See page 37 for details. 28 TOP 10 TENANTS BASED ON ANNUALIZED ESCALATED RENTS (1) (AT SHARE): Tenant Square Footage At Share Annualized Escalated Rents At Share % of Total Annualized Escalated Rents At Share Meta Platforms, Inc. 1,176,828 $ 141,598 7.7 % IPG and affiliates 955,211 64,056 3.6 % Citadel 585,460 62,498 3.5 % New York University 685,290 49,552 2.7 % Madison Square Garden & Affiliates (2) 449,053 45,451 2.5 % Bloomberg L.P. 306,768 43,863 2.4 % Google/Motorola Mobility (guaranteed by Google) 759,446 42,875 2.3 % Amazon (including its Whole Foods subsidiary) 312,694 31,025 1.7 % Swatch Group USA 11,957 28,689 1.5 % Neuberger Berman Group LLC 306,612 28,363 1.5 % ________________________________________ See notes below.
Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space. 29 NEW YORK As of December 31, 2023, our New York segment consisted of 26.7 million square feet in 60 properties.
Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space. (2) Includes Madison Square Garden Entertainment’s new lease at PENN 2.
Removed
(6) 75,000 square feet is leased from 666 Fifth Avenue office condominium.
Added
(6) 75,000 square feet is leased from the 666 Fifth office condominium. On January 8, 2025, the Fifth Avenue and Times Square joint venture completed the sale to UNIQLO of the portion of its U.S. flagship store at 666 Fifth Avenue. In conjunction with the sale, the lease with the 666 Fifth Avenue office condominium was terminated.
Added
The joint venture continues to own 23,832 square feet of retail space at 666 Fifth Avenue.
Added
Revenue recognition for portions of the new space has not yet commenced. 29 NEW YORK As of December 31, 2024, our New York segment consisted of 26.4 million square feet in 64 properties.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−3 removed5 unchanged
Biggest changeThere can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below. 2018 2019 2020 2021 2022 2023 Vornado Realty Trust $ 100 $ 115 $ 68 $ 81 $ 43 $ 60 S&P 400 MidCap Index (1) 100 126 143 179 156 181 S&P 500 Index (2) 100 131 156 200 164 207 The NAREIT All Equity Index 100 129 122 172 129 144 ________________________________________ (1) In 2023, Vornado was added as a constituent of the S&P 400 MidCap Index.
Biggest changeThere can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below. 2019 2020 2021 2022 2023 2024 Vornado Realty Trust $ 100 $ 60 $ 70 $ 37 $ 52 $ 79 S&P 400 MidCap Index 100 114 142 123 144 164 FTSE Office (1) 100 82 100 62 63 77 The NAREIT All Equity Index (2) 100 95 134 101 112 118 ________________________________________ (1) The Company has elected to replace the NAREIT All Equity Index with the FTSE Office Index because we believe the FTSE Office Index represents a group of companies more aligned with a comparable peer group.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Vornado Realty Trust Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.” As of February 1, 2024, there were 758 holders of record of Vornado common shares. Vornado Realty L.P.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Vornado Realty Trust Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.” As of February 1, 2025, there were 695 holders of record of Vornado common shares. Vornado Realty L.P.
Information relating to compensation plans under which Vornado’s equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein. 32 Recent Purchases of Unregistered Securities Vornado Realty Trust On April 26, 2023, the Company’s Board of Trustees authorized the repurchase of up to $200,000,000 of its outstanding common shares under a newly established share repurchase program.
Information relating to compensation plans under which Vornado’s equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein. 32 Recent Purchases of Unregistered Securities Vornado Realty Trust In April 2023, our Board of Trustees authorized a share repurchase plan under which Vornado is authorized to repurchase up to $200,000,000 of its outstanding common shares.
The graph assumes that $100 was invested on December 31, 2018 in our common shares, the S&P 400 MidCap Index, the S&P 500 Index, and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions.
The graph assumes that $100 was invested on December 31, 2019 in our common shares, the S&P 400 MidCap Index, the NAREIT All Equity Index, and the FTSE Office Index and that all dividends were reinvested without the payment of any commissions.
Performance Graph The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 400 MidCap Index (the “S&P 400 MidCap Index”), Standard & Poor’s 500 Index (the “S&P 500 Index”), and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index.
Performance Graph The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 400 MidCap Index (the “S&P 400 MidCap Index”), the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, and the FTSE NAREIT Equity Office Index (the “FTSE Office”), a peer group index.
Such shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. There were no cash proceeds associated with these issuances. Vornado Realty L.P.
Such shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Vornado Realty L.P.
(2) To facilitate comparison to the performance graph presented in our Annual Report for the prior year, the S&P 500 Index is presented above.
(2) To facilitate comparison to the performance graph presented in our Annual Report for the prior year, the NAREIT All Equity Index is presented above.
As of February 1, 2024, there were 806 Class A unitholders of record. Recent Sales of Unregistered Securities Vornado Realty Trust During the fourth quarter of 2023, Vornado issued 64,056 of its common shares for the redemption of Class A units by certain limited partners of Vornado Realty L.P.
As of February 1, 2025, there were 842 Class A unitholders of record. Recent Sales of Unregistered Securities Vornado Realty Trust During the fourth quarter of 2024, Vornado issued 197,519 of its common shares for the redemption of Class A units by certain limited partners of Vornado Realty L.P., and conversions of Series A preferred shares.
On November 1, 2023, the Operating Partnership granted 116,612 LTIP Units at a market price of $19.30 per unit to Vornado consultants that are not executives of the Company as part of their annual consulting fees. The units were issued outside of Vornado’s 2023 Omnibus Share Plan.
On December 5, 2024, the Operating Partnership granted 23,190 LTIP Units at a market price of $43.12 per unit to Vornado consultants that are not executives of the Company as part of their annual consulting fees. The units were issued outside of Vornado’s 2023 Omnibus Share Plan.
The program does not have an expiration date and may be suspended or discontinued at any time and does not obligate Vornado to make any repurchases of its common shares. Vornado Realty L.P. None.
During the year ended December 31, 2024, no shares were repurchased. As of December 31, 2024, $170,857,000 remained available under the plan and authorized for repurchases. The plan does not have an expiration date and may be suspended or discontinued at any time and does not obligate Vornado to make any repurchases of its common shares. Vornado Realty L.P. None.
During the fourth quarter of 2023, Vornado Realty L.P. issued 375,369 Class A units to satisfy conversions of restricted Operating Partnership units (“LTIP Units”) and 20,731 pursuant to Vornado’s 2023 Omnibus Share Plan. There were no cash proceeds associated with the issuances.
During the fourth quarter of 2024, Vornado Realty L.P. issued (i) 54,929 Class A units to satisfy conversions of restricted Operating Partnership units (“LTIP Units”) (ii) 195 Class A units to satisfy conversions of appreciation-only long-term incentive plan units (“AO LTIP Units”), and (iii) 2,319 LTIP Units pursuant to Vornado’s 2023 Omnibus Share Plan.
Removed
There were no common share repurchases during the three months ended December 31, 2023. As of December 31, 2023, $170,857,000 remained available and authorized for common share repurchases.
Added
To the extent Vornado repurchases any of its common shares, in order to fund the common share repurchase and maintain the one-to-one ratio of the number of Vornado common shares outstanding and the number of Class A units owned by Vornado, the Operating Partnership will repurchase from Vornado an equal number of its Class A units at the same price.
Removed
Share repurchases may be made from time to time in the open market, through privately negotiated transactions or through other means as permitted by federal securities laws, including through block trades, accelerated share repurchase transactions and/or trading plans intended to qualify under Rule 10b5-1.
Removed
The timing, manner, price and amount of any repurchases will be determined in Vornado’s discretion depending on business, economic and market conditions, corporate and regulatory requirements, prevailing prices for Vornado’s common shares, alternative uses for capital and other considerations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+31 added−67 removed58 unchanged
Biggest changeThe following table reconciles the difference between our net income (loss) attributable to common shareholders and our net income attributable to common shareholders, as adjusted: (Amounts in thousands) For the Year Ended December 31, 2023 2022 Certain expense (income) items that impact net income (loss) attributable to common shareholders: Real estate impairment losses on wholly owned and partially owned assets $ 73,289 $ 595,488 Net gain on contribution of Pier 94 leasehold interest to joint venture (35,968) — After-tax net gain on sale of The Armory Show (17,076) — Our share of Alexander's gain on sale of Rego Park III land parcel (16,396) — Our share of income from real estate fund investments (14,379) (1,671) After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities (11,959) (35,858) Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) 11,722 13,665 Credit losses on investments 8,269 — Other 10,342 3,749 7,844 575,373 Noncontrolling interests' share of above adjustments and assumed conversion of dilutive potential common shares 64 (40,290) Total of certain expense (income) items that impact net income (loss) attributable to common shareholders $ 7,908 $ 535,083 The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted: (Amounts in thousands) For the Year Ended December 31, 2023 2022 Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions: Our share of income from real estate fund investments $ (14,379) $ (1,671) After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (11,959) (35,858) Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) 11,722 13,665 Credit losses on investments 8,269 — Other 11,043 (8,412) 4,696 (32,276) Noncontrolling interests' share of above adjustments (337) 2,240 Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ 4,359 $ (30,036) 36 Overview - continued Same Store Net Operating Income ("NOI") At Share 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 are below.
Biggest changeThe following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted: (Amounts in thousands) For the Year Ended December 31, 2024 2023 Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions: Our share of the gain on the discounted extinguishment of the 280 Park Avenue mezzanine loan $ (31,215) $ — Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) 14,353 11,722 After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities (13,069) (11,959) Credit losses on investments — 8,269 Other 5,000 (3,336) (24,931) 4,696 Noncontrolling interests' share of above adjustments on a dilutive basis 1,981 (337) Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (22,950) $ 4,359 36 Overview - continued Same Store Net Operating Income ("NOI") At Share The percentage 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 are below.
Calculations of same store NOI at share, reconciliations of our net income (loss) to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page Number Overview 35 Critical Accounting Estimates 42 Net Operating Income At Share by Segment for the Years Ended December 31, 2023 and 2022 43 Results of Operations for the Year Ended December 31, 2023 Compared to December 31, 2022 46 Related Party Transactions 49 Liquidity and Capital Resources 50 Funds From Operations for the Years Ended December 31, 2023 and 2022 56 34 Introduction The following discussion should be read in conjunction with the financial statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page Number Overview 35 Critical Accounting Estimates 42 Net Operating Income At Share by Segment for the Years Ended December 31, 2024 and 2023 43 Results of Operations for the Year Ended December 31, 2024 Compared to December 31, 2023 46 Related Party Transactions 49 Liquidity and Capital Resources 50 Funds From Operations for the Years Ended December 31, 2024 and 2023 56 34 Introduction The following discussion should be read in conjunction with the financial statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
Recent Accounting Pronouncements See Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning recent accounting pronouncements. 42 NOI At Share by Segment for the Years Ended December 31, 2023 and 2022 NOI at share represents total revenues less operating expenses including our share of partially owned entities.
Recent Accounting Pronouncements See Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning recent accounting pronouncements. 42 NOI At Share by Segment for the Years Ended December 31, 2024 and 2023 NOI at share represents total revenues less operating expenses including our share of partially owned entities.
Our MD&A for the year ended December 31, 2021, including year-to-year comparisons between 2022 and 2021, can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Our MD&A for the year ended December 31, 2022, including year-to-year comparisons between 2023 and 2022, can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 13 – Income (Loss) Per Share/Income (Loss) Per Class A Unit , in our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 12 – Income (Loss) Per Share and Per Class A Unit , in our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
The ongoing challenges posed by increased interest rates and the effects of inflation could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures.
The ongoing challenges posed by fluctuations in interest rates and the effects of inflation could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures.
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.
We use 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.
(2) Includes variable rate debt with interest rates fixed by interest rate swap arrangements and the $950,000 1290 Avenue of the Americas mortgage loan which is subject to a 1.00% SOFR interest rate cap arrangement.
(3) Includes variable rate debt with interest rates fixed by interest rate swap arrangements and the $950,000 1290 Avenue of the Americas mortgage loan which is subject to a 1.00% SOFR interest rate cap arrangement.
Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") within this section is focused on the years ended December 31, 2023 and 2022, including year-to-year comparisons between these years.
Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") within this section is focused on the years ended December 31, 2024 and 2023, including year-to-year comparisons between these years.
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 year ended December 31, 2023 compared to December 31, 2022.
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 year ended December 31, 2024 compared to December 31, 2023.
In connection therewith, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) that purchased 39 East 51st Street for $40,000,000, funded on a 50/50 basis by Vornado and Rudin. 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (the “Site”).
In connection therewith, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) that purchased 39 East 51st Street for $40,000,000, funded on a 50/50 basis by Vornado and Rudin. 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (the “350 Park Site”).
Our business has been, and may continue to be, affected by increased interest rates, the effects of inflation and other uncertainties including the potential for an economic downturn.
Our business has been, and may continue to be, affected by interest rates fluctuations, the effects of inflation and other uncertainties including the potential for an economic downturn.
Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.” Below is a reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the years ended December 31, 2023 and 2022.
Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.” Below is a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the years ended December 31, 2024 and 2023.
(2) 2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses. 44 NOI At Share by Segment for the Years Ended December 31, 2023 and 2022 - continued Reconciliation of Net Income (Loss) to NOI At Share and NOI At Share - Cash Basis for the Years Ended December 31, 2023 and 2022 Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the years ended December 31, 2023 and 2022.
(2) 2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses. 44 NOI At Share by Segment for the Years Ended December 31, 2024 and 2023 - continued Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Years Ended December 31, 2024 and 2023 Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2024 and 2023.
Our share of equity contributions will be funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.
Our share of equity contributions was funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.
The elements of our New York and Other NOI at share - cash basis for the years ended December 31, 2023 and 2022 are summarized below.
The elements of our New York and Other NOI at share - cash basis for the years ended December 31, 2024 and 2023 are summarized below.
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.
We consider NOI at share to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the return on assets as opposed to the levered return on equity.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2023 and 2022.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2024 and 2023.
The years ended December 31, 2023 and 2022 include certain items that impact FFO, which are listed in the table below.
The years ended December 31, 2024 and 2023 include certain items that impact FFO, which are listed in the table below.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets Net gains on disposition of wholly owned and partially owned assets of $71,199,000 for the year ended December 31, 2023, primarily consists of (i) $35,968,000 upon contribution of our Pier 94 leasehold to Pier 94 JV primarily due to the step-up of our retained investment in the leasehold interest to fair value, (ii) $20,181,000 from the sale of The Armory Show, and (iii) $14,127,000 from the sale of two condominium units at 220 CPS.
Net gains on disposition of wholly owned and partially owned assets of $71,199,000 for the year ended December 31, 2023, primarily consists of (i) $35,968,000 upon contribution of our Pier 94 leasehold to Sunset Pier 94 Joint Venture (“Pier 94 JV”) primarily due to the step-up of our retained investment in the leasehold interest to fair value, (ii) $20,181,000 from the sale of The Armory Show, and (iii) $14,127,000 from the sale of two condominium units at 220 CPS.
The amounts involved in connection with these transactions could be material to our consolidated financial statements. On April 26, 2023, our Board of Trustees authorized the repurchase of up to $200,000,000 of our outstanding common shares under a newly established share repurchase program. As of December 31, 2023, $170,857,000 remained available and authorized for repurchases.
The amounts involved in connection with these transactions could be material to our consolidated financial statements. In April 2023, our Board of Trustees authorized the repurchase of up to $200,000,000 of our outstanding common shares under a share repurchase program. As of December 31, 2024, $170,857,000 remained available and authorized for repurchases.
Vornado is the sole general partner of and owned approximately 91.0% of the common limited partnership interest in the Operating Partnership as of December 31, 2023. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
Vornado is the sole general partner of and owned approximately 91.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2024. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,112,753 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss.
Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,396,808 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss.
As of December 31, 2023, we are in compliance with all of the financial covenants required by our senior unsecured notes, our unsecured revolving credit facilities and our unsecured term loan. A summary of our consolidated debt as of December 31, 2023 is presented below.
As of December 31, 2024, we were in compliance with all of the financial covenants required by our senior unsecured notes, our unsecured revolving credit facilities and our unsecured term loan. A summary of our consolidated debt as of December 31, 2024 is presented below.
Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of December 31, 2023, the Tax Credit Investor has made $205,068,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of December 31, 2024, the Tax Credit Investor has made $208,407,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
From October 2024 to June 2030, KG will have the option to either (i) acquire a 60% interest in a joint venture with the Vornado/Rudin JV (with Vornado having an effective 36% interest in the entity) to build a new 1,700,000 square foot office tower, valuing the Site at $1.2 billion or (ii) purchase the Site for $1.4 billion ($1.085 billion to Vornado).
From October 2024 to June 2030, an affiliate of KG has the option to either (i) acquire a 60% interest in a joint venture with the Vornado/Rudin JV (with Vornado having an effective 36% interest in the entity) to build a new 1,700,000 square foot office tower, valuing the 350 Park Site at $1.2 billion or (ii) purchase the 350 Park Site for $1.4 billion ($1.085 billion to Vornado).
Insurance For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $275,000,000, increased from $250,000,000 effective June 20, 2023, includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage.
Insurance For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $275,000,000, includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage.
(2) Estimated interest for variable rate debt based on the Term SOFR curve available as of December 31, 2023. 52 Liquidity and Capital Resources - continued Capital Expenditures Capital expenditures consist of expenditures to maintain and improve assets, tenant improvement allowances and leasing commissions. During 2024, we expect to incur $250,000,000 of capital expenditures for our consolidated properties.
(3) Estimated interest for variable rate debt based on the Term SOFR curve available as of December 31, 2024. 52 Liquidity and Capital Resources - continued Capital Expenditures Capital expenditures consist of expenditures to maintain and improve assets, tenant improvement allowances and leasing commissions. During 2025, we expect to spend $275,000,000 of capital expenditures for our consolidated properties.
These factors could have a material impact on our business, financial condition, results of operations and cash flows. 35 Overview - continued Vornado Realty Trust Year Ended December 31, 2023 Financial Results Summary Net income attributable to common shareholders for the year ended December 31, 2023 was $43,378,000, or $0.23 per diluted share, compared to net loss attributable to common shareholders of $408,615,000, or $2.13 per diluted share, for the year ended December 31, 2022.
These factors could have a material impact on our business, financial condition, results of operations and cash flows. 35 Overview - continued Vornado Realty Trust Year Ended December 31, 2024 Financial Results Summary Net income attributable to common shareholders for the year ended December 31, 2024 was $8,275,000, or $0.04 per diluted share, compared to $43,378,000, or $0.23 per diluted share, for the year ended December 31, 2023.
As of December 31, 2023, we have construction commitments aggregating approximately $91,372,000. 55 Funds From Operations Vornado Realty Trust FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).
As of December 31, 2024, we had construction commitments aggregating approximately $61,016,000. 55 Funds From Operations Vornado Realty Trust FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).
The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO by $4,359,000, or $0.02 per diluted share, for the year ended December 31, 2023 and increased FFO by $30,036,000, or $0.15 per diluted share, for the year ended December 31, 2022.
The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $22,950,000, or $0.11 per diluted share, for the year ended December 31, 2024 and decreased FFO by $4,359,000, or $0.02 per diluted share, for the year ended December 31, 2023.
(4) Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $667,946 at our pro rata share. The interest rate cap arrangements have a weighted average strike rate of 4.59% and a weighted average remaining term of 5 months.
(6) Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $244,272 at our pro rata share. The interest rate cap arrangements have a weighted average strike rate of 4.16% and a weighted average remaining term of nine months.
Funds from operations ("FFO") attributable to common shareholders plus assumed conversions for the year ended December 31, 2023 was $503,792,000, or $2.59 per diluted share, compared to $638,928,000, or $3.30 per diluted share, for the year ended December 31, 2022.
Funds from operations ("FFO") attributable to common shareholders plus assumed conversions for the year ended December 31, 2024 was $470,021,000, or $2.37 per diluted share, compared to $503,792,000, or $2.59 per diluted share, for the year ended December 31, 2023.
As of December 31, 2023, we have $3.2 billion of liquidity comprised of $1.3 billion of cash and cash equivalents and restricted cash and $1.9 billion available on our $2.5 billion revolving credit facilities.
As of December 31, 2024, we have $2.5 billion of liquidity comprised of $950.0 million of cash and cash equivalents and restricted cash and $1.5 billion available on our $2.2 billion revolving credit facilities.
If Vornado’s Board of Trustees were to declare a dividend consistent with our aggregate 2023 common dividend of $0.675, the Operating Partnership would be required to distribute (i) approximately $129,000,000 of cash to Vornado for distribution to its common shareholders and (ii) $11,475,000 of cash to third party Class A unitholders.
If Vornado’s Board of Trustees were to declare a dividend consistent with our 2024 common share dividend of $0.74, the Operating Partnership would be required to distribute approximately (i) $141,000,000 of cash to Vornado for distribution to its common shareholders and (ii) $12,600,000 of cash to third party Class A unitholders.
Tenant improvements and leasing commissions were $22.92 per square foot per annum, or 17.0% of initial rent. 40 Overview - continued Square footage (in service) and Occupancy as of December 31, 2023 (Square feet in thousands) Square Feet (in service) Number of properties Total Portfolio Our Share Occupancy % New York: Office 30 (1) 18,699 16,001 90.7 % Retail (includes retail properties that are in the base of our office properties) 50 (1) 2,123 1,684 74.9 % Residential - 1,974 units (2) 5 (1) 1,479 745 96.8 % (2) Alexander's 5 2,331 755 92.6 % (2) 24,632 19,185 89.4 % Other: THE MART 3 3,688 3,679 79.2 % 555 California Street 3 1,819 1,274 94.5 % Other 11 2,537 1,202 91.9 % 8,044 6,155 Total square feet as of December 31, 2023 32,676 25,340 ________________________________________ See notes below.
Square footage (in service) and Occupancy as of December 31, 2023 (Square feet in thousands) Square Feet (in service) Number of properties Total Portfolio Our Share Occupancy % New York: Office 30 (1) 18,699 16,001 90.7 % Retail (includes retail properties that are in the base of our office properties) 50 (1) 2,123 1,684 74.9 % Residential - 1,974 units (2) 5 (1) 1,479 745 96.8 % (2) Alexander's 5 2,331 755 92.6 % (2) 24,632 19,185 89.4 % Other: THE MART 3 3,688 3,679 79.2 % 555 California Street 3 1,819 1,274 94.5 % Other 11 2,537 1,202 91.9 % 8,044 6,155 Total square feet as of December 31, 2023 32,676 25,340 ________________________________________ (1) Reflects the Office, Retail and Residential space within our 64 and 65 total New York properties as of December 31, 2024 and 2023, respectively.
During 2024, $71,015,000 of lease payments are due, including fair market rent resets accounted for as variable rent and accruals for ground rent resets yet to be determined (see below). For 2025 and thereafter, we have $2,419,492,000 of future lease payments. We believe that our operating cash flow will be adequate to fund these lease payments.
During 2025, $58,522,000 of lease payments are due, including fair market rent resets accounted for as variable rent and excluding prior period accruals for ground rent resets yet to be determined. For 2026 and thereafter, we have $2,367,881,000 of future lease payments. We believe that our operating cash flow will be adequate to fund these lease payments.
Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended December 31, 2023: Total Return (1) Vornado Office REIT MSCI Three-month 25.8 % 23.5 % 16.0 % One-year 39.2 % 2.0 % 13.7 % Three-year (12.7 %) (22.3 %) 22.8 % Five-year (40.3 %) (16.8 %) 42.9 % Ten-year (33.9 %) 7.0 % 108.0 % ________________________________________ (1) Past performance is not necessarily indicative of future performance.
Below is a table comparing Vornado’s performance to the FTSE Office and the MSCI US REIT Index (“MSCI”) for the following periods ended December 31, 2024: Total Return (1) Vornado FTSE Office MSCI Three-month 8.5 % (0.7 %) (6.1 %) One-year 51.3 % 21.5 % 8.8 % Three-year 12.2 % (22.7 %) (6.6 %) Five-year (21.4 %) (23.0 %) 23.5 % Ten-year (26.7 %) 3.3 % 73.5 % ________________________________________ (1) Past performance is not necessarily indicative of future performance.
(Amounts in thousands) Percentage Ownership as of December 31, 2023 For the Year Ended December 31, 2023 2022 Our share of net income (loss): Fifth Avenue and Times Square JV: Equity in net income (1) 51.5% $ 35,209 $ 55,248 Return on preferred equity, net of our share of the expense 37,416 37,416 Non-cash impairment loss — (489,859) 72,625 (397,195) Partially owned office buildings (2)(3) Various (73,589) (110,261) Alexander's Inc.
(Amounts in thousands) Percentage Ownership as of December 31, 2024 For the Year Ended December 31, 2024 2023 Our share of net income (loss): Fifth Avenue and Times Square JV: Equity in net income (1) 51.5% $ 43,451 $ 35,209 Return on preferred equity, net of our share of the expense 40,668 37,416 84,119 72,625 Partially owned office buildings (2)(3)(4) Various (839) (73,589) Alexander's Inc.
As of December 31, 2023, the estimated fair value of our consolidated debt was $8,013,000,000. 57
As of December 31, 2024, the estimated fair value of our consolidated debt was $7,990,000,000. 57
Debt We have an effective shelf registration for the offering of our equity and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.” We have issued senior unsecured notes from a shelf registration statement that contain financial covenants that restrict our ability to incur debt, and that require us to maintain a level of unencumbered assets based on the level of our secured debt.
Additionally, during 2025, Vornado expects to pay approximately $62,000,000 of cash dividends on preferred shares based on the number of preferred shares outstanding as of December 31, 2024. 51 Liquidity and Capital Resources - continued Debt We have an effective shelf registration for the offering of our equity and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.” We have issued senior unsecured notes from a shelf registration statement that contain financial covenants that restrict our ability to incur debt, and that require us to maintain a level of unencumbered assets based on the level of our secured debt.
For the year ended December 31, 2023, net cash provided by operating activities of $648,152,000 was comprised of $673,731,000 of cash from operations, including distributions of income from partially owned entities of $172,873,000 and return of capital from real estate fund investments of $1,861,000, and a net decrease of $25,579,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities. 50 Liquidity and Capital Resources - continued Summary of Cash Flows - continued Investing Activities Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
For the year ended December 31, 2024, net cash provided by operating activities of $537,723,000 was comprised of $594,706,000 of cash from operations, including distributions of income from partially owned entities of $142,880,000 and a net decrease of $56,983,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities. 50 Liquidity and Capital Resources - continued Summary of Cash Flows - continued Investing Activities Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
As of December 31, 2023, $30,233,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities.
As of December 31, 2024, $57,643,000 of letters of credit were outstanding under our unsecured revolving credit facilities.
In connection with the sale, we recognized an impairment loss of $625,000 which is included in “impairment losses, transaction related costs and other” on our consolidated statements of income. 220 Central Park South During the year ended December 31, 2023, we closed on the sale of two condominium units at 220 CPS for net proceeds of $24,484,000 resulting in a financial statement net gain of $14,127,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Dispositions 220 Central Park South During the year ended December 31, 2024, we closed on the sale of two condominium units at 220 CPS for net proceeds of $31,605,000, resulting in a financial statement net gain of $15,175,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows: (Amounts in thousands, except per share and unit amounts) 2023 December 31, Balance Weighted Average Interest Rate (1) Effect of 1% Change In Base Rates Consolidated debt: Fixed rate (2) $ 6,993,200 3.50% $ — Variable rate (3) 1,311,415 6.26% 13,114 $ 8,304,615 3.94% 13,114 Pro rata share of debt of non-consolidated entities: Fixed rate (2) $ 1,201,092 3.87% — Variable rate (4) 1,453,609 6.62% 14,536 $ 2,654,701 5.38% 14,536 Noncontrolling interests’ share of consolidated subsidiaries (3,971) Total change in annual net income attributable to the Operating Partnership 23,679 Noncontrolling interests’ share of the Operating Partnership (1,939) Total change in annual net income attributable to Vornado $ 21,740 Total change in annual net income attributable to the Operating Partnership per diluted Class A unit $ 0.11 Total change in annual net income attributable to Vornado per diluted common share $ 0.11 _______________________________________ (1) Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows: (Amounts in thousands, except per share and unit amounts) As of December 31, 2024 Balance Weighted Average Interest Rate (1) Effect of 1% Change In Base Rates (2) Consolidated debt: Fixed rate (3) $ 7,066,400 4.28% $ — Variable rate (4) 1,215,776 5.80% (5) 6,548 $ 8,282,176 4.50% 6,548 Pro rata share of debt of non-consolidated entities: Fixed rate (3) $ 2,033,525 4.85% — Variable rate (6) 444,176 6.43% 2,012 $ 2,477,701 5.13% 2,012 Noncontrolling interests’ share of consolidated subsidiaries (3,971) Total change in annual net income attributable to the Operating Partnership 4,589 Noncontrolling interests’ share of the Operating Partnership (376) Total change in annual net income attributable to Vornado $ 4,213 Total change in annual net income attributable to the Operating Partnership per diluted Class A unit $ 0.02 Total change in annual net income attributable to Vornado per diluted common share $ 0.02 _______________________________________ (1) Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
As of December 31, 2023, $170,857,000 remained available and authorized for repurchases. 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.
As of December 31, 2024, we have fully funded our share of equity and cash contributions. 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.
Income Tax Expense Income tax expense was $29,222,000 for the year ended December 31, 2023, compared to $21,660,000 in the prior year, an increase of $7,562,000. This was primarily due to higher income tax expense incurred by our taxable REIT subsidiaries.
Income Tax Expense Income tax expense was $22,729,000 for the year ended December 31, 2024, compared to $29,222,000 in the prior year, a decrease of $6,493,000. This was primarily due to lower income tax expense incurred by our taxable REIT subsidiaries.
(Amounts in thousands) For the Year Ended December 31, 2023 2022 Net income (loss) $ 32,888 $ (382,612) Depreciation and amortization expense 434,273 504,502 General and administrative expense 162,883 133,731 Impairment losses, transaction related costs and other 50,691 31,722 (Income) loss from partially owned entities (38,689) 461,351 Income from real estate fund investments (1,590) (3,541) Interest and other investment income, net (41,697) (19,869) Interest and debt expense 349,223 279,765 Net gains on disposition of wholly owned and partially owned assets (71,199) (100,625) Income tax expense 29,222 21,660 NOI from partially owned entities 285,761 305,993 NOI attributable to noncontrolling interests in consolidated subsidiaries (48,553) (70,029) NOI at share 1,143,213 1,162,048 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (3,377) (10,980) NOI at share - cash basis $ 1,139,836 $ 1,151,068 NOI At Share by Region (1) For the Year Ended December 31, 2023 2022 Region: New York metropolitan area 88 % 86 % Chicago, IL 6 % 8 % San Francisco, CA (1) 6 % 6 % 100 % 100 % ________________________________________ (1) 2023 excludes our $14,103,000 share of the receipt of tenant settlement, net of legal expenses. 45 Results of Operations – Year Ended December 31, 2023 Compared to December 31, 2022 Revenues Our revenues were $1,811,163,000 for the year ended December 31, 2023 compared to $1,799,995,000 in the prior year, an increase of $11,168,000.
(Amounts in thousands) For the Year Ended December 31, 2024 2023 Net income $ 20,116 $ 32,888 Depreciation and amortization expense 447,500 434,273 General and administrative expense 148,520 162,883 Transaction related costs, impairment losses and other 5,242 50,691 Income from partially owned entities (112,464) (38,689) Interest and other investment income, net (45,974) (43,287) Interest and debt expense 390,269 349,223 Net gains on disposition of wholly owned and partially owned assets (16,048) (71,199) Income tax expense 22,729 29,222 NOI from partially owned entities 279,229 285,761 NOI attributable to noncontrolling interests in consolidated subsidiaries (39,367) (48,553) NOI at share 1,099,752 1,143,213 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (3,663) (3,377) NOI at share - cash basis $ 1,096,089 $ 1,139,836 NOI At Share by Region (1) For the Year Ended December 31, 2024 2023 Region: New York metropolitan area 89 % 88 % Chicago, IL 5 % 6 % San Francisco, CA (1) 6 % 6 % 100 % 100 % ________________________________________ (1) 2023 excludes our $14,103,000 share of the receipt of a tenant settlement, net of legal expenses. 45 Results of Operations – Year Ended December 31, 2024 Compared to December 31, 2023 Revenues Our revenues were $1,787,686,000 for the year ended December 31, 2024 compared to $1,811,163,000 in the prior year, a decrease of $23,477,000.
Our cash flow activities are summarized as follows: (Amounts in thousands) For the Year Ended December 31, (Decrease) Increase in Cash Flow 2023 2022 Net cash provided by operating activities $ 648,152 $ 798,944 $ (150,792) Net cash used in investing activities (128,788) (906,864) 778,076 Net cash used in financing activities (278,937) (801,274) 522,337 $ 240,427 $ (909,194) $ 1,149,621 Operating Activities Net cash provided by operating activities primarily consists of cash inflows from rental revenues and operating distributions from our unconsolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense.
Our cash flow activities are summarized as follows: (Amounts in thousands) For the Year Ended December 31, (Decrease) Increase in Cash Flow 2024 2023 Net cash provided by operating activities $ 537,723 $ 648,152 $ (110,429) Net cash used in investing activities (597,365) (128,788) (468,577) Net cash used in financing activities (252,323) (278,937) 26,614 $ (311,965) $ 240,427 $ (552,392) Operating Activities Net cash provided by operating activities primarily consists of cash inflows from rental revenues and operating distributions from our unconsolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense.
(Amounts in thousands) As of December 31, 2023 Consolidated debt: Balance Weighted Average Interest Rate (1) Fixed rate (2) $ 6,993,200 3.50% Variable rate (3) 1,311,415 6.26% Total 8,304,615 3.94% Deferred financing costs, net and other (53,163) Total, net $ 8,251,452 _______________________________________ (1) Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
(Amounts in thousands) As of December 31, 2024 Consolidated debt: Balance Weighted Average Interest Rate (1) Fixed rate (2) $ 7,066,400 4.28% Variable rate (3) 1,215,776 5.80% (4) Total 8,282,176 4.50% Deferred financing costs, net and other (39,300) Total, net $ 8,242,876 _______________________________________ (1) Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
(4) Primarily due to non-cash impairment losses ($45,007 in 2023 and $19,098 in 2022). 46 Results of Operations – Year Ended December 31, 2023 Compared to December 31, 2022 - continued Income (Loss) from Partially Owned Entities Below are the components of income (loss) from partially owned entities.
(2) Primarily due to the acceleration of non-cash expense on equity compensation grants for retirement eligible employees in 2023. (3) 2023 includes non-cash impairment losses of $45,007. 46 Results of Operations – Year Ended December 31, 2024 Compared to December 31, 2023 - continued Income from Partially Owned Entities Below are the components of income from partially owned entities.
We own a 49.9% equity interest in the joint venture. The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing and $166,800,000 of equity contributions.
The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing ($29,782,000 drawn as of December 31, 2024) and $166,800,000 of equity contributions.
(3) Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $1,034,119, of which $397,059 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average strike rate of 4.50% and a weighted average remaining term of 10 months.
(4) Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $960,000, of which $360,000 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average strike rate of 4.79% and a weighted average remaining term of four months. (5) Excludes additional 3.00% default interest on the 606 Broadway mortgage loan.
(Amounts in thousands) For the Year Ended December 31, 2023 2022 Interest on cash and cash equivalents and restricted cash $ 44,786 $ 7,553 Credit losses on investments (8,269) — Amortization of discount on investments in U.S.
(Amounts in thousands) For the Year Ended December 31, 2024 2023 Interest on cash and cash equivalents and restricted cash $ 42,571 $ 44,786 Interest on loans receivable 3,450 1,351 (Loss) income from real estate fund investments (47) 1,590 Credit losses on investments — (8,269) Amortization of discount on investments in U.S.
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. • 2,133,000 square feet of New York Office space (1,661,000 square feet at share) at an initial rent of $98.66 per square foot and a weighted average lease term of 10.0 years.
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.
(Amounts in thousands) For the Year Ended December 31, 2023 2022 New York: Office $ 727,000 $ 718,686 Retail 188,561 205,753 Residential 21,910 19,600 Alexander's 40,098 37,469 Total New York 977,569 981,508 Other: THE MART (1) 61,519 96,906 555 California Street (2) 82,965 65,692 Other investments 21,160 17,942 Total Other 165,644 180,540 NOI at share $ 1,143,213 $ 1,162,048 ________________________________________ See notes below.
(Amounts in thousands) For the Year Ended December 31, 2024 2023 New York: Office $ 706,592 $ 727,000 Retail 191,379 188,561 Residential 24,044 21,910 Alexander's 39,895 40,098 Total New York 961,910 977,569 Other: THE MART (1) 51,686 61,519 555 California Street (2) 64,963 82,965 Other investments 21,193 21,160 Total Other 137,842 165,644 NOI at share $ 1,099,752 $ 1,143,213 ________________________________________ See notes below.
Summary of Cash Flows Cash and cash equivalents and restricted cash was $1,261,584,000 as of December 31, 2023, a $240,427,000 increase from the balance as of December 31, 2022.
Summary of Cash Flows Cash and cash equivalents and restricted cash was $949,619,000 as of December 31, 2024, a $311,965,000 decrease from the balance as of December 31, 2023.
Expenses Our expenses were $1,565,167,000 for the year ended December 31, 2023 compared to $1,534,249,000 in the prior year, an increase of $30,918,000.
Expenses Our expenses were $1,541,696,000 for the year ended December 31, 2024 compared to $1,565,167,000 in the prior year, a decrease of $23,471,000.
The development cost of this project is estimated to be $750,000,000, of which $638,959,000 has been expended as of December 31, 2023. Hotel Pennsylvania Site Demolition of the existing building was completed in the third quarter of 2023. We are also making districtwide improvements within the PENN District.
The development cost of this project is estimated to be $750,000,000, of which $697,451,000 of cash has been expended as of December 31, 2024. We are also making districtwide improvements within the PENN District. The development cost of these improvements is estimated to be $100,000,000, of which $70,919,000 of cash has been expended as of December 31, 2024.
The following table details the net cash used in financing activities: (Amounts in thousands) For the Year Ended December 31, Increase (Decrease) in Cash Flow 2023 2022 Repayments of borrowings $ (148,000) $ (1,251,373) $ 1,103,373 Contributions from noncontrolling interests in consolidated subsidiaries 132,701 5,609 127,092 Dividends paid on common shares/Distributions to Vornado (129,066) (406,562) 277,496 Dividends paid on preferred shares/Distributions to preferred unitholders (62,116) (62,116) — Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries (38,970) (84,699) 45,729 Repurchase of common shares/Class A units owned by Vornado (29,183) — (29,183) Deferred financing costs (4,424) (32,706) 28,282 Proceeds received from exercise of Vornado stock options and other 146 885 (739) Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other (25) (85) 60 Proceeds from borrowings — 1,029,773 (1,029,773) Net cash used in financing activities $ (278,937) $ (801,274) $ 522,337 51 Liquidity and Capital Resources - continued Dividends We anticipate that our common share dividend policy for 2024 will be to pay one common share dividend in the fourth quarter.
The following table details the net cash used in financing activities: (Amounts in thousands) For the Year Ended December 31, Increase (Decrease) in Cash Flow 2024 2023 Dividends paid on common shares/Distributions to Vornado $ (141,103) $ (129,066) $ (12,037) Repayments of borrowings (97,439) (148,000) 50,561 Proceeds from borrowings 75,000 — 75,000 Dividends paid on preferred shares/Distributions to preferred unitholders (62,112) (62,116) 4 Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries (18,156) (38,970) 20,814 Deferred financing costs (13,870) (4,424) (9,446) Contributions from noncontrolling interests in consolidated subsidiaries 5,300 132,701 (127,401) Repurchase of common shares/Class A units owned by Vornado — (29,183) 29,183 Other financing activity, net 57 121 (64) Net cash used in financing activities $ (252,323) $ (278,937) $ 26,614 Dividends We anticipate that our common share dividend policy for 2025 will be to pay one common share dividend in the fourth quarter.
(Amounts in thousands, except per share amounts) For the Year Ended December 31, 2023 2022 Reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: Net income (loss) attributable to common shareholders $ 43,378 $ (408,615) Per diluted share $ 0.23 $ (2.13) FFO adjustments: Depreciation and amortization of real property $ 385,608 $ 456,920 Real estate impairment losses 22,831 (1) 19,098 Net gains on sale of real estate (53,305) (58,751) Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO: Depreciation and amortization of real property 108,088 130,647 Net gain on sale of real estate (16,545) (169) Real estate impairment losses 50,458 (2) 576,390 497,135 1,124,135 Noncontrolling interests' share of above adjustments (38,363) (77,912) FFO adjustments, net $ 458,772 $ 1,046,223 FFO attributable to common shareholders $ 502,150 $ 637,608 Convertible preferred share dividends 1,642 1,320 FFO attributable to common shareholders plus assumed conversions $ 503,792 $ 638,928 Per diluted share $ 2.59 $ 3.30 Reconciliation of weighted average shares outstanding: Weighted average common shares outstanding 191,005 191,775 Effect of dilutive securities: Convertible securities 2,468 1,545 Share-based payment awards 851 250 Denominator for FFO per diluted share 194,324 193,570 _______________________________________ (1) Net of $22,176 attributable to noncontrolling interests.
(Amounts in thousands, except per share amounts) For the Year Ended December 31, 2024 2023 Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: Net income attributable to common shareholders $ 8,275 $ 43,378 Per diluted share $ 0.04 $ 0.23 FFO adjustments: Depreciation and amortization of real property $ 399,694 $ 385,608 Net gains on sale of real estate (873) (53,305) Real estate impairment losses — 22,831 Our share of partially owned entities: Depreciation and amortization of real property 101,195 108,088 Net gain on sale of real estate — (16,545) Real estate impairment losses — 50,458 FFO adjustments, net 500,016 497,135 Impact of assumed conversion of dilutive convertible securities 1,549 1,642 Noncontrolling interests' share of above adjustments on a dilutive basis (39,819) (38,363) FFO attributable to common shareholders plus assumed conversions $ 470,021 $ 503,792 Per diluted share $ 2.37 $ 2.59 Reconciliation of weighted average shares outstanding: Weighted average common shares outstanding 190,539 191,005 Effect of dilutive securities: Convertible securities 1,556 2,468 Share-based payment awards 6,087 851 Denominator for FFO per diluted share 198,182 194,324 56 ITEM 7A.
(Amounts in thousands) For the Year Ended December 31, 2023 Total New York Other Total revenues $ 1,811,163 $ 1,452,158 $ 359,005 Operating expenses (905,158) (733,478) (171,680) NOI - consolidated 906,005 718,680 187,325 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (48,553) (15,547) (33,006) Add: NOI from partially owned entities 285,761 274,436 11,325 NOI at share 1,143,213 977,569 165,644 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (3,377) (7,700) 4,323 NOI at share - cash basis $ 1,139,836 $ 969,869 $ 169,967 (Amounts in thousands) For the Year Ended December 31, 2022 Total New York Other Total revenues $ 1,799,995 $ 1,449,442 $ 350,553 Operating expenses (873,911) (716,148) (157,763) NOI - consolidated 926,084 733,294 192,790 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (70,029) (45,566) (24,463) Add: NOI from partially owned entities 305,993 293,780 12,213 NOI at share 1,162,048 981,508 180,540 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (10,980) (18,509) 7,529 NOI at share - cash basis $ 1,151,068 $ 962,999 $ 188,069 43 NOI At Share by Segment for the Years Ended December 31, 2023 and 2022 - continued The elements of our New York and Other NOI at share for the years ended December 31, 2023 and 2022 are summarized below.
(Amounts in thousands) For the Year Ended December 31, 2024 Total New York Other Total revenues $ 1,787,686 $ 1,471,997 $ 315,689 Operating expenses (927,796) (766,347) (161,449) NOI - consolidated 859,890 705,650 154,240 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (39,367) (12,899) (26,468) Add: NOI from partially owned entities 279,229 269,159 10,070 NOI at share 1,099,752 961,910 137,842 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (3,663) (17,888) 14,225 NOI at share - cash basis $ 1,096,089 $ 944,022 $ 152,067 (Amounts in thousands) For the Year Ended December 31, 2023 Total New York Other Total revenues $ 1,811,163 $ 1,452,158 $ 359,005 Operating expenses (905,158) (733,478) (171,680) NOI - consolidated 906,005 718,680 187,325 Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (48,553) (15,547) (33,006) Add: NOI from partially owned entities 285,761 274,436 11,325 NOI at share 1,143,213 977,569 165,644 Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (3,377) (7,700) 4,323 NOI at share - cash basis $ 1,139,836 $ 969,869 $ 169,967 43 NOI At Share by Segment for the Years Ended December 31, 2024 and 2023 - continued The elements of our New York and Other NOI at share for the years ended December 31, 2024 and 2023 are summarized below.
(4) 32.4% 37,075 22,973 Other equity method investments (3)(5) Various 2,578 23,132 $ 38,689 $ (461,351) ________________________________________ (1) 2023 includes (i) a $5,120 accrual of default interest which was forgiven by the lender as part of the restructuring of the 697-703 Fifth Avenue loan and is amortized over the remaining term of the restructured loan, reducing future interest expense and (ii) lower income from lease renewals at 697-703 Fifth Avenue and 666 Fifth Avenue, partially offset by a decrease in our share of depreciation and amortization expense compared to the prior year, primarily resulting from non-cash impairment losses recognized in prior periods.
(5) 32.4% 19,076 37,075 Other equity method investments (3)(6) Various 10,108 2,578 $ 112,464 $ 38,689 ________________________________________ (1) 2023 includes a $5,120 accrual of default interest which was forgiven by the lender as part of the restructuring of the 697-703 Fifth Avenue loan and is being amortized over the remaining term of the restructured loan, reducing future interest expense.
Treasury bills 3,829 7,075 Interest on loans receivable 1,351 5,006 Other, net — 235 $ 41,697 $ 19,869 47 Results of Operations – Year Ended December 31, 2023 Compared to December 31, 2022 - continued Interest and Debt Expense Interest and debt expense was $349,223,000 for the year ended December 31, 2023, compared to $279,765,000 in the prior year, an increase of $69,458,000.
Treasury bills — 3,829 $ 45,974 $ 43,287 47 Results of Operations – Year Ended December 31, 2024 Compared to December 31, 2023 - continued Interest and Debt Expense Interest and debt expense was $390,269,000 for the year ended December 31, 2024, compared to $349,223,000 in the prior year, an increase of $41,046,000.
We may also refinance or prepay other outstanding debt depending on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements. Details of 2023 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The amounts involved in connection with these transactions could be material to our consolidated financial statements. Details of 2024 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial Condition and Results of Operations. The contractual principal and interest repayments schedule of our consolidated debt as of December 31, 2024 is presented below.
We anticipate that our common share dividend policy for 2024 will be to pay one common share dividend in the fourth quarter. On April 26, 2023, our Board of Trustees authorized the repurchase of up to $200,000,000 of our outstanding common shares under a newly established share repurchase program.
Dividends On December 5, 2024, Vornado’s Board of Trustees declared a dividend of $0.74 per common share for 2024. We anticipate that our common share dividend policy for 2025 will be to pay one common share dividend in the fourth quarter.
As of December 31, 2023, $1,034,119 of our variable rate debt is subject to interest rate cap arrangements. The interest rate cap arrangements have a weighted average strike rate of 4.50% and a weighted average remaining term of 10 months.
As of December 31, 2024, $960,000 of our variable rate debt was subject to interest rate cap arrangements. The interest rate cap arrangements have a weighted average strike rate of 4.79% and a weighted average remaining term of four months. (4) Excludes additional 3.00% default interest on the 606 Broadway mortgage loan.
(Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share - cash basis for the year ended December 31, 2023 $ 1,139,836 $ 969,869 $ 62,579 $ 85,819 $ 21,569 Less NOI at share - cash basis from: Dispositions (1,793) (2,016) 223 — — Development properties (23,661) (23,661) — — — Other non-same store income, net (29,547) (7,978) — — (21,569) Same store NOI at share - cash basis for the year ended December 31, 2023 $ 1,084,835 $ 936,214 $ 62,802 $ 85,819 $ — NOI at share - cash basis for the year ended December 31, 2022 $ 1,151,068 $ 962,999 $ 101,912 $ 67,813 $ 18,344 Less NOI at share - cash basis from: Dispositions (15,122) (13,256) (1,866) — — Development properties (23,567) (23,567) — — — Other non-same store income, net (33,665) (15,321) — — (18,344) Same store NOI at share - cash basis for the year ended December 31, 2022 $ 1,078,714 $ 910,855 $ 100,046 $ 67,813 $ — Increase (decrease) in same store NOI at share - cash basis $ 6,121 $ 25,359 $ (37,244) $ 18,006 $ — % increase (decrease) in same store NOI at share - cash basis 0.6 % 2.8 % (37.2) % 26.6 % — % Related Party Transactions See Note 22 - Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning related party transactions. 49 Liquidity and Capital Resources Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs.
(Amounts in thousands) Total New York THE MART 555 California Street Other NOI at share - cash basis for the year ended December 31, 2024 $ 1,096,089 $ 944,022 $ 57,235 $ 74,621 $ 20,211 Less NOI at share - cash basis from: Dispositions (1,499) (1,509) 10 — — Development properties (21,561) (21,561) — — — Other non-same store income, net (31,681) (11,327) — (143) (20,211) Same store NOI at share - cash basis for the year ended December 31, 2024 $ 1,041,348 $ 909,625 $ 57,245 $ 74,478 $ — NOI at share - cash basis for the year ended December 31, 2023 $ 1,139,836 $ 969,869 $ 62,579 $ 85,819 $ 21,569 Less NOI at share - cash basis from: Dispositions (2,664) (4,138) 1,474 — — Development properties (15,519) (15,519) — — — Other non-same store income, net (30,737) (9,168) — — (21,569) Same store NOI at share - cash basis for the year ended December 31, 2023 $ 1,090,916 $ 941,044 $ 64,053 $ 85,819 $ — Decrease in same store NOI at share - cash basis $ (49,568) $ (31,419) $ (6,808) $ (11,341) $ — % decrease in same store NOI at share - cash basis (4.5) % (3.3) % (10.6) % (13.2) % — % Related Party Transactions See Note 21 - Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning related party transactions. 49 Liquidity and Capital Resources Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs.
This was primarily due to (i) $98,348,000 of higher interest expense resulting from higher average interest rates on our debt, partially offset by (ii) $23,977,000 of higher capitalized interest and debt expense.
This was primarily due to (i) $30,756,000 of higher amortization of interest rate cap premiums and (ii) $19,568,000 of higher interest expense resulting from higher average interest rates, inclusive of the impact of our interest rate hedging instruments, partially offset by (iii) $8,150,000 of higher capitalized interest.
As of December 31, 2023, the aggregate dollar amount of these guarantees is approximately $1,230,000,000, primarily comprised of payment guarantees for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street, and 435 Seventh Avenue and the completion guarantee provided to the lender of Pier 94 JV. Other than these loans, our mortgage loans are non-recourse to us.
These agreements terminate either upon the satisfaction of specified obligations or repayment of the underlying loans. As of December 31, 2024, the aggregate dollar amount of these guarantees is approximately $516,872,000, including the payment guarantee for the mortgage loan secured by 7 West 34th Street. Other than these loans, our mortgage loans are non-recourse to us.
(2) Includes interests in 280 Park Avenue, 650 Madison Avenue, 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. (3) In 2023 and 2022, we recognized $50,458 and $93,353, respectively, of impairment losses. (4) On May 19, 2023, Alexander’s completed the sale of the Rego Park III land parcel for $71,060.
(2) Includes interests in 280 Park Avenue, 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. (3) In 2023, we recognized $50,458 of impairment losses. (4) 2024 includes our $31,215 share of the debt extinguishment gain from the repayment of the 280 Park Avenue mezzanine loan.
Net Loss Attributable to Noncontrolling Interests in Consolidated Subsidiaries Net loss attributable to noncontrolling interests in consolidated subsidiaries was $75,967,000 for the year ended December 31, 2023, compared to $5,737,000 in the prior year, an increase of $70,230,000.
Net Loss Attributable to Noncontrolling Interests in Consolidated Subsidiaries Net loss attributable to noncontrolling interests in consolidated subsidiaries was $51,131,000 for the year ended December 31, 2024, compared to $75,967,000 in the prior year, a decrease of $24,836,000. This resulted primarily from the allocation of the impairment loss recognized on 606 Broadway during 2023.
(2) Includes a $21,114 impairment loss on advances made for our interest in a joint venture, resulting from a decline in the value of the underlying building. 56 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
From October 2024 to September 2030, the Vornado/Rudin JV has the option to put the 350 Park Site to KG for $1.2 billion ($900,000,000 to Vornado). We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us. 54 Liquidity and Capital Resources - continued Other Commitments and Contingencies - continued We may, from time to time, enter into guarantees including, but not limited to, payment guarantees to lenders of unconsolidated joint ventures for tax purposes, completion guarantees for development and redevelopment projects, and guarantees to fund leasing costs.
Treasury bills — (1,066,096) 1,066,096 Net cash used in investing activities $ (128,788) $ (906,864) $ 778,076 Financing Activities Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other repayments associated with our outstanding debt.
Treasury bills — 468,598 (468,598) Proceeds from repayment of participation in 150 West 34th Street mortgage loan — 105,000 (105,000) Acquisitions of real estate and other — (33,145) 33,145 Distributions of capital from partially owned entities — 18,869 (18,869) Deconsolidation of cash and restricted cash held by a previously consolidated entity — (14,216) 14,216 Net cash used in investing activities $ (597,365) $ (128,788) $ (468,577) Financing Activities Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other repayments associated with our outstanding debt.
The development cost of these improvements is estimated to be $100,000,000, of which $47,424,000 has been expended as of December 31, 2023. Sunset Pier 94 Studios On August 28, 2023, we, together with HPP/BX, formed a joint venture to develop Sunset Pier 94 Studios, a 266,000 square foot purpose-built studio campus in Manhattan.
Sunset Pier 94 Studios On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc., formed a joint venture to develop a 266,000 square foot purpose-built studio campus in Manhattan. We own a 49.9% equity interest in the joint venture.
Below are the details of the increase (decrease) by segment: (Amounts in thousands) (Decrease) increase due to: Total New York Other Operating: Acquisitions, dispositions and other $ (22,050) $ (12,709) $ (9,341) Development and redevelopment 5,048 5,048 — Non-reimbursable expenses 2,957 2,957 — Trade shows 612 — 612 BMS expenses 4,831 5,645 (814) Same store operations 39,849 16,389 23,460 (2) 31,247 17,330 13,917 Depreciation and amortization: Acquisitions, dispositions and other (77,474) (77,474) — Development and redevelopment 287 287 — Same store operations 6,958 4,971 1,987 (70,229) (72,216) 1,987 General and administrative 29,152 (3) 4,014 25,138 Expense from deferred compensation plan liability 21,779 — 21,779 Impairment losses, transaction related costs and other 18,969 27,475 (4) (8,506) Total increase (decrease) in expenses $ 30,918 $ (23,397) $ 54,315 ________________________________________ (1) 2023 includes the receipt of a $21,350 tenant settlement, of which $6,405 is attributable to noncontrolling interests.
Below are the details of the decrease by segment: (Amounts in thousands) Increase (decrease) due to: Total New York Other Operating: Acquisitions, dispositions and other $ 10,319 $ 11,863 $ (1,544) Development and redevelopment 5,033 5,033 — Non-reimbursable expenses (2,394) (2,394) — Trade shows (19) — (19) BMS expenses 3,688 4,695 (1,007) Same store operations 6,011 13,672 (7,661) 22,638 32,869 (10,231) Depreciation and amortization: Acquisitions, dispositions and other (2,460) (2,460) — Development and redevelopment 3,643 3,643 — Same store operations 12,044 9,537 2,507 13,227 10,720 2,507 General and administrative (14,363) 279 (14,642) (2) Expense from deferred compensation plan liability 476 — 476 Transaction related costs, impairment losses and other (45,449) (44,783) (3) (666) Total decrease in expenses $ (23,471) $ (915) $ (22,556) ________________________________________ (1) 2023 includes the receipt of a $21,350 tenant settlement, of which $6,405 is attributable to noncontrolling interests.
(Amounts in thousands) For the Year Ended December 31, 2023 2022 New York: Office $ 726,914 $ 715,407 Retail 180,932 188,846 Residential 20,588 18,214 Alexander's 41,435 40,532 Total New York 969,869 962,999 Other: THE MART (1) 62,579 101,912 555 California Street (2) 85,819 67,813 Other investments 21,569 18,344 Total Other 169,967 188,069 NOI at share - cash basis $ 1,139,836 $ 1,151,068 ________________________________________ (1) 2022 includes prior period accrual adjustment related to changes in the tax-assessed value of THE MART.
(Amounts in thousands) For the Year Ended December 31, 2024 2023 New York: Office $ 698,138 $ 726,914 Retail 176,798 180,932 Residential 22,914 20,588 Alexander's 46,172 41,435 Total New York 944,022 969,869 Other: THE MART 57,235 62,579 555 California Street (2) 74,621 85,819 Other investments 20,211 21,569 Total Other 152,067 169,967 NOI at share - cash basis $ 1,096,089 $ 1,139,836 ________________________________________ (1) 2024 includes a $4,560 write-off of a receivable arising from the straight-lining of rents due to the tenant being deemed uncollectible.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−2 removed1 unchanged
Biggest change(Amounts in thousands and at share) Debt Balance Variable Rate Spread Notional Amount All-In Swapped Rate Expiration Date Interest rate swaps: 731 Lexington Avenue retail condominium (32.4% interest) $ 97,200 S+151 $ 97,200 1.76% 05/25 50-70 West 93rd Street (49.9% interest) 41,667 S+164 41,168 3.14% 06/24 Index Strike Rate Interest rate caps: 640 Fifth Avenue (52.0% interest) 259,925 S+111 259,925 4.00% 05/24 731 Lexington Avenue office condominium (32.4% interest) 162,000 Prime+0 162,000 6.00% 06/24 61 Ninth Avenue (45.1% interest) (1) 75,543 S+146 75,543 4.39% 02/24 512 West 22nd Street (55.0% interest) 70,729 S+200 70,729 4.50% 06/25 Rego Park II (32.4% interest) 65,624 S+145 65,624 4.15% 11/24 Fashion Centre/Washington Tower (7.5% interest) 34,125 S+305 34,125 3.89% 05/24 ____________________ (1) In February 2024, we entered into a 4.39% interest rate cap arrangement expiring January 2026 and effective upon expiration of the currently in-place cap. 58
Biggest change(Amounts in thousands and at share) Debt Balance Variable Rate Spread Notional Amount All-In Swapped Rate Expiration Date Interest rate swaps: 280 Park Avenue $ 537,500 S+178 $ 537,500 5.84% 09/28 731 Lexington Avenue retail condominium 97,200 S+151 97,200 1.76% 05/25 Index Strike Rate Interest rate caps: 61 Ninth Avenue 75,543 S+146 75,543 4.39% 01/26 512 West 22nd Street 68,980 S+235 68,980 4.50% 06/25 Rego Park II 65,624 S+145 65,624 4.15% 12/25 Fashion Centre/Washington Tower 34,125 S+305 34,125 3.00% 05/25 58
The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of December 31, 2023.
The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of December 31, 2024.
(Amounts in thousands) Debt Balance Variable Rate Spread Notional Amount All-In Swapped Rate Expiration Date Interest rate swaps: 555 California Street mortgage loan $ 1,200,000 S+205 $ 840,000 (1) 2.29% 05/24 Effective beginning 5/24 840,000 (1) 6.03% 05/26 770 Broadway mortgage loan 700,000 S+225 700,000 4.98% 07/27 PENN 11 mortgage loan 500,000 S+206 500,000 2.22% 03/24 Effective beginning 3/24 (2) 250,000 6.34% 10/25 Unsecured revolving credit facility 575,000 S+114 575,000 3.87% 08/27 Unsecured term loan 800,000 S+129 Through 07/25 700,000 4.52% 07/25 07/25 through 10/26 550,000 4.35% 10/26 10/26 through 08/27 50,000 4.03% 08/27 100 West 33rd Street mortgage loan 480,000 S+165 480,000 5.06% 06/27 888 Seventh Avenue mortgage loan 259,800 S+180 200,000 4.76% 09/27 4 Union Square South mortgage loan 120,000 S+150 98,200 3.74% 01/25 Index Strike Rate Interest rate caps: 1290 Avenue of the Americas mortgage loan (3) 950,000 S+162 950,000 1.00% 11/25 One Park Avenue mortgage loan 525,000 S+122 525,000 3.89% 03/25 Various mortgage loans 510,000 Various 510,000 Various Various ____________________ (1) Represents our 70.0% share of the $1.2 billion mortgage loan.
(Amounts in thousands) Debt Balance Variable Rate Spread Notional Amount All-In Swapped Rate Expiration Date Interest rate swaps: 555 California Street mortgage loan $ 1,200,000 S+205 $ 840,000 (1) 6.03% 05/26 770 Broadway mortgage loan 700,000 S+225 700,000 4.98% 07/27 PENN 11 mortgage loan 500,000 S+206 500,000 6.28% 10/25 Unsecured revolving credit facility 575,000 S+115 575,000 3.88% 08/27 Unsecured term loan: 800,000 S+130 In-place swap through 7/25 700,000 4.53% 07/25 In-place swap through 10/26 550,000 4.36% 10/26 In-place swap through 8/27 50,000 4.04% 08/27 100 West 33rd Street mortgage loan 480,000 S+185 480,000 5.26% 06/27 888 Seventh Avenue mortgage loan 258,057 S+180 200,000 4.76% 09/27 4 Union Square South mortgage loan 120,000 S+150 96,400 3.74% 01/25 435 Seventh Avenue mortgage loan 75,000 S+210 75,000 6.96% 04/26 Index Strike Rate Interest rate caps: 1290 Avenue of the Americas mortgage loan (2) 950,000 S+162 950,000 1.00% 11/25 One Park Avenue mortgage loan 525,000 S+122 525,000 3.89% 03/25 150 West 34th Street mortgage loan 75,000 S+215 75,000 5.00% 02/26 ____________________ (1) Represents our 70.0% share of the $1.2 billion mortgage loan.
The following table summarizes our hedging instruments of our unconsolidated subsidiaries (shown at our pro rata ownership interest) as of December 31, 2023.
(2) In connection with the arrangement, we made a $63,100 up-front payment in 2023, of which $18,930 was attributable to noncontrolling interests. The following table summarizes our hedging instruments of our unconsolidated subsidiaries (shown at our pro rata ownership interest) as of December 31, 2024.
Removed
(2) In January 2024, we entered into a forward swap arrangement for the remaining $250,000 balance of the $500,000 PENN 11 mortgage loan which is effective upon the March 2024 expiration of the current in-place swap. Together with the forward swap above, the loan will bear interest at an all-in swapped rate of 6.28% effective March 2024 through October 2025.
Removed
(3) In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 was attributable to noncontrolling interests. See Note 9 - Debt in Part II, Item 8 of this Annual Report on Form 10-K for details.

Other VNO 10-K year-over-year comparisons