Vornado Realty Trust Files 2024 10-K

TL;DR

VNO 2024 10-K is in. Full year financials out.

AI Summary

Vornado Realty Trust (VNO) filed its 2024 10-K on February 10, 2025, detailing its financial performance for the fiscal year ending December 31, 2024. The filing covers Vornado Realty LP, incorporated in Delaware, and Vornado Realty Trust, incorporated in Maryland. Key financial details and operational metrics for the period are presented.

Why It Matters

This filing provides investors with a comprehensive overview of Vornado's financial health, operational performance, and strategic positioning for the fiscal year 2024, crucial for investment decisions.

Risk Assessment

Risk Level: medium — The filing is a standard annual report and does not inherently indicate new or elevated risks.

Key Players & Entities

• VORNADO REALTY TRUST (company) — Filer
• VORNADO REALTY LP (company) — Filer
• 2024-12-31 (date) — Fiscal Year End
• 20250210 (date) — Filing Date
• 888 SEVENTH AVE (location) — Business Address
• NEW YORK (location) — City
• 210 ROUTE 4 EAST (location) — Business Address
• PARAMUS (location) — City

FAQ

Key Financial Figures

• $25.00 — ficial interest, liquidation preference $25.00 per share: Vornado Realty Trust 5.40%
• $50.00 — ficial interest, liquidation preference $50.00 per share Vornado Realty L.P. Class A
• $50 million — g acquisition transaction during 2024: $50 million B-Note investment at par; which is in d
• $88 million — llowing sale transactions during 2024: $88 million for the sale of our 49.9% interest in 5
• $2 million — 0 West 93rd Street with net proceeds of $2 million after deducting our share of the existi
• $84 million — ter deducting our share of the existing $84 million mortgage loan; and $32 million net pro
• $32 million — xisting $84 million mortgage loan; and $32 million net proceeds from the sale of two condo
• $1.1 billion — ng financing transactions during 2024: $1.1 billion mortgage loan amended and extended, and
• $125 million — mortgage loan amended and extended, and $125 million mezzanine loan amended and extended and
• $63 million — nd extended and subsequently repaid for $63 million on 280 Park Avenue (50% ownership); $9
• $915 million — on on 280 Park Avenue (50% ownership); $915 million unsecured revolving credit facility mat
• $1.25 billion — ility maturing April 2029; replaced the $1.25 billion facility due to mature in April 2026;
• $863 million — facility due to mature in April 2026; $863 million of interest rate swap arrangements; $6
• $625 million — on of interest rate swap arrangements; $625 million restructuring of 85 Tenth Avenue (49.9%
• $400 million — of 85 Tenth Avenue (49.9% ownership); $400 million refinancing of 640 Fifth Avenue (52% ow

Filing Documents

• vno-20241231.htm (10-K) — 4846KB
• ex43123124.htm (EX-4.3) — 84KB
• ex44123124.htm (EX-4.4) — 90KB
• ex191vornado-insidertradin.htm (EX-19.1) — 37KB
• ex21123124.htm (EX-21) — 293KB
• ex231123124.htm (EX-23.1) — 6KB
• ex232123124.htm (EX-23.2) — 2KB
• ex311123124.htm (EX-31.1) — 10KB
• ex312123124.htm (EX-31.2) — 10KB
• ex313123124.htm (EX-31.3) — 9KB
• ex314123124.htm (EX-31.4) — 9KB
• ex321123124.htm (EX-32.1) — 5KB
• ex322123124.htm (EX-32.2) — 5KB
• ex323123124.htm (EX-32.3) — 6KB
• ex324123124.htm (EX-32.4) — 6KB
• vno-20241231_g1.jpg (GRAPHIC) — 106KB
• 0000899689-25-000004.txt ( ) — 21601KB
• vno-20241231.xsd (EX-101.SCH) — 135KB
• vno-20241231_cal.xml (EX-101.CAL) — 114KB
• vno-20241231_def.xml (EX-101.DEF) — 934KB
• vno-20241231_lab.xml (EX-101.LAB) — 1327KB
• vno-20241231_pre.xml (EX-101.PRE) — 1225KB
• vno-20241231_htm.xml (XML) — 3067KB

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.: Note 9. Redeemable Noncontrolling Interests Note 10. Shareholders' Equity/Partners' Capital Note 11. Stock-based Compensation Note 12. Income (Loss) Per Share and Per Class A Unit This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. 1350. INDEX Item Financial Information: Page Number PART I. 1.

Risk Factors

Risk Factors 12 1B. Unresolved Staff Comments 24 1C. Cybersecurity 25 2.

Legal Proceedings

Legal Proceedings 32 4. Mine Safety Disclosures 32 PART II. 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 6. Reserved 33 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 34 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 57 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 59 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 113 9A.

Controls and Procedures

Controls and Procedures 113 9B. Other Information 117 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 117 PART III. 10. Directors, Executive Officers and Corporate Governance (1) 117 11.

Executive Compensation (1)

Executive Compensation (1) 117 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (1)

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (1) 118 13. Certain Relationships and Related Transactions, and Director Independence (1) 118 14. Principal Accountant Fees and Services (1) 118 PART IV. 15. Exhibits and Financial Statement Schedules 118 16. Form 10-K Summary 127

Signatures

Signatures 128 ________________________________________ (1) These items are omitted in whole or in part because Vornado, the Operating Partnership's sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2024, portions of which are incorporated by reference herein. 5

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forwardlooking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Annual Report on Form 10K. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; estimates of future rents, estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in this Annual Report on Form 10-K. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their ent

BUSINESS

ITEM 1. BUSINESS Vornado is a fullyintegrated REIT and conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership, a Delaware limited partnership. Accordingly, Vornado's cash flow and ability to pay dividends to its shareholders are dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. 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: 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. ("Alexander's") (NYSE: ALX), 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; Signage throughout the PENN District and Times Square; and Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning and security services for our buildings and third parties. Other Real Estate and Investments: The 3.7 million square foot THE MART in Chicago; A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco's financial district aggregating 1.8 million square feet; and Other real estate and investments. OBJECTIVES AND STRATEGY Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by conti

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View this 10-K filing on SEC EDGAR