Vornado Realty Trust

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vno-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended:			December 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from						to


Commission File Number:	001-11954	(Vornado Realty Trust)
Commission File Number:	001-34482	(Vornado Realty L.P.)

Vornado Realty Trust

Vornado Realty L.P.


(Exact name of registrants as specified in its charter)

Vornado Realty Trust

Maryland

22-1657560

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

Vornado Realty L.P.

Delaware

13-3925979

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

888 Seventh Avenue,

New York,

New York

10019

(Address of principal executive offices) (Zip Code)


(212)			894-7000
(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Vornado Realty Trust

Common Shares of beneficial interest, $.04 par value per share

VNO

New York Stock Exchange

Cumulative Redeemable Preferred Shares of beneficial
interest, liquidation preference $25.00 per share:

Vornado Realty Trust

5.40% Series L

VNO/PL

New York Stock Exchange

Vornado Realty Trust

5.25% Series M

VNO/PM

New York Stock Exchange

Vornado Realty Trust

5.25% Series N

VNO/PN

New York Stock Exchange

Vornado Realty Trust

4.45% Series O

VNO/PO

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:


Registrant						Title of Each Class
Vornado Realty Trust						Series A Convertible Preferred Shares of beneficial interest, liquidation preference $50.00 per share
Vornado Realty L.P.						Class A Units of Limited Partnership Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Vornado Realty Trust:

☑

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

Vornado Realty L.P.:

☐

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Vornado Realty Trust: ☐ Vornado Realty L.P.: ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Vornado Realty Trust: ☑ Vornado Realty L.P.: ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Vornado Realty Trust: ☐ Vornado Realty L.P.: ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Vornado Realty Trust: ☐ Vornado Realty L.P.: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑

The aggregate market value of the voting and non-voting common shares held by non-affiliates of Vornado Realty Trust, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $3,196,914,000 at June 30, 2023.

As of December 31, 2023, there were 190,390,703 common shares of beneficial interest outstanding of Vornado Realty Trust.

There is no public market for the Class A units of limited partnership interest of Vornado Realty L.P. Based on the June 30, 2023 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of the Class A units held by non-affiliates of Vornado Realty L.P., i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $217,739,000 as of June 30, 2023.

Documents Incorporated by Reference

Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 23, 2024.

EXPLANATORY NOTE

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2023 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” and “VRLP” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 91.0% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the distribution to a Class A unitholder is equal to the dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the Annual Reports on Form 10-K of Vornado and the Operating Partnership into this single report provides the following benefits:

•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and

•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:

•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 10. Redeemable Noncontrolling Interests

•Note 11. Shareholders' Equity/Partners' Capital

•Note 12. Stock-based Compensation

•Note 13. Income (Loss) Per Share/Income (Loss) 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.	Business	7

	1A.	Risk Factors	12

	1B.	Unresolved Staff Comments	24

	1 C .	Cybersecurity	25

	2.	Properties	26

	3.	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	34

	7A.	Quantitative and Qualitative Disclosures about Market Risk	57

	8.	Financial Statements and Supplementary Data	59

	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	118

	9A.	Controls and Procedures	118

	9B.	Other Information	122

	9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	122

PART III.	10.	Directors, Executive Officers and Corporate Governance(1)	122

	11.	Executive Compensation(1)	122

	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(1)	123

	13.	Certain Relationships and Related Transactions, and Director Independence(1)	123

	14.	Principal Accountant Fees and Services(1)	123

PART IV.	15.	Exhibits and Financial Statement Schedules	123

	16.	Form 10-K Summary	132

Signatures			133

________________________________________

(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, 2023, portions of which are incorporated by reference herein.

FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of 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 10‑K. 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 capital expenditures, and the timing and form of dividends to common and preferred shareholders and operating partnership distributions, and the amount and form of potential share repurchases and/or asset sales. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. 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 entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

PART I

ITEM 1. BUSINESS

Vornado is a fully‑integrated 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 91.0% of the common limited partnership interest in the Operating Partnership as of December 31, 2023.

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. (“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 continuing to pursue our investment philosophy and to execute our operating strategies through:

•maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

•investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

•acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

•developing and redeveloping properties to increase returns and maximize value; and

•investing in operating companies that have a significant real estate component.

We expect to finance our growth, acquisitions and investments using internally generated funds and proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.

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”).

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).

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 $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 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. 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. 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. 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. 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. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street. 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”). 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 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). 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.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.

There can be no assurance that the above projects will be completed, completed on schedule or within budget.

ENVIRONMENTAL SUSTAINABILITY INITIATIVES

We have long believed a focus on environmental sustainability is responsible management of our business and important to our tenants, investors, employees and communities that we serve. 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.

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. 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.

We prioritize addressing climate change and in 2019 adopted a 10-year plan to make our buildings carbon neutral by 2030 (“Vision 2030”). Vision 2030 is a multi-faceted approach that prioritizes energy reduction, recovery, and renewable power. We rely on technology, as well as meaningful stakeholder collaboration with our tenants, our employees, and our communities, to achieve this plan. 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. We operate our buildings sustainably and efficiently by seeking to establish best practices in energy and water consumption, carbon reduction, resource and waste management and ecologically sensitive procurement. Our policies, from 100% green cleaning to procuring 100% renewable electricity certificates to energy efficiency, are implemented across our entire portfolio. We undertake significant outreach with our tenants, employees and investors regarding Vornado’s sustainability programs and strategies.

We gather data to measure progress against our goals, align our goals with our tenants, plan for our longer-term projects and engage with our stakeholders in meaningful ways. We use carbon accounting software, energy audits and models and building automation software to measure and track our portfolio-wide waste, water and energy reduction strategies, create roadmaps for each building to understand how to achieve carbon neutrality and provide accurate and actionable data for our measurement, verification and reporting requirements.

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.

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 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). 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.

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. The foregoing does not include employees of partially owned entities.

Human capital management is critical to our success and our employees are the foundation of our human capital.

Compensation, Benefits and Employee Wellbeing

To attract and retain the best-qualified talent and to help our employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals, we offer competitive benefits including, but not limited to, market-competitive compensation, healthcare (medical, dental and vision coverage), a health savings account, 401(k) and employer match, dependent care flexible spending account, parental leave, adoption/surrogacy benefits, short-term and long-term disability insurance, life insurance, time off/paid holidays, tuition reimbursement, subsidized gym memberships, employee wellness programs and incentives, in-workplace vaccinations, commuter benefits, an employee assistance program and workplace flexibility.

HUMAN CAPITAL MANAGEMENT - CONTINUED

Talent Development

To foster talent and growth, we provide training and continuing education, promote career and personal development, and encourage innovation and engagement. To achieve our talent development goals, we provide tuition reimbursement for our employees’ continuing education and professional development, and the opportunity to participate in a variety of training and networking engagements.

Culture and Engagement

Our employees are critical to our success, and we believe creating a positive and inclusive culture is essential to attracting and retaining engaged employees. We seek to retain our employees by actively engaging with our workforce and we solicit their feedback through our divisional leaders and employee surveys. We use their feedback to create and continually enhance programs that support their needs.

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. 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.

Health and Wellness

As a building owner and landlord to thousands of business tenants, we focus on maintaining and improving the health of our indoor environments, as well as communicating the value of our health and wellness programs with consistency and clarity to our stakeholders. We believe that consistent health programming and communications protocols not only mitigate health risks within our buildings, but they also create a responsible behavior framework for our employees, our tenants, and our visitors.

Labor Relations

BMS employs and manages janitorial and security staff who are members of 32BJ SEIU and engineering staff who are members of Local 94 of the International Union of Operating Engineers AFL-CIO. 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. This report and other information on our website are not incorporated by reference into and do not form any part of this Annual Report on Form 10-K.

COMPETITION

We compete with a large number of real estate investors, property owners and developers, some of whom may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, tenant concessions offered, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See "Risk Factors" in Item 1A for additional information regarding these factors.

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.

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.

CERTAIN ACTIVITIES

We do not base our acquisitions and investments on specific allocations by type of property. We have historically held our properties for long‑term investment; however, it is possible that properties in our portfolio may be sold or otherwise disposed of when circumstances warrant. Further, we have not adopted a policy that limits the amount or percentage of assets which could be invested in a specific property or property type. Generally our activities are reviewed and may be modified from time to time by Vornado’s Board of Trustees without the vote of our shareholders or Operating Partnership unitholders.

PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at 888 Seventh Avenue, New York, New York 10019; telephone (212) 894‑7000.

MATERIALS AVAILABLE ON OUR WEBSITE

Copies of our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees and 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through our website (www.vno.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, revised copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial and non-financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.

ITEM 1A. RISK FACTORS

Material factors that may adversely affect our business, operations and financial condition are summarized below. We refer to the equity and debt securities of both Vornado and the Operating Partnership as our “securities” and the investors who own shares of Vornado or units of the Operating Partnership, or both, as our “equity holders.” The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, operations and financial condition. See “Forward-Looking Statements” contained herein on page 6.

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

We may be adversely affected by trends in office real estate, including work from home trends.

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. Changes in tenant space utilization, including from the continuation of work from home and flexible work arrangement policies, may continue to cause office tenants to reassess their long-term physical space needs, which could have an adverse effect on our business.

Further, as office tenants reevaluate their physical space needs and focus on attracting and retaining talent, many tenants have become more selective and are focused on leasing space in high-quality, modern and well-amenitized buildings near transit hubs. These factors have resulted in increased competition among landlords to attract tenants, significant landlord capital expenditures for a building to maintain Class A status and may negatively impact the value of older and less desirable office space. This could have an adverse effect on our financial condition and results of operations.

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. We may continue to concentrate a significant portion of our future acquisitions, development and redevelopment in this area. Real estate markets are affected by economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term. Declines in the economy and declines in the New York metropolitan area real estate market have impacted and could continue to impact our financial performance and the value of our properties. 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.

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.

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. These properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, Manhattan tourism, office and residential occupancy rates, employer remote-working policies, the threat of terrorism or other criminal acts, increasing competition from online retailers and other retail centers, and the impact of technological change upon the retail environment generally. 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.

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.

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. These conditions may also adversely impact our revenues and cash flows.

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 rents or sales proceeds we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If rental revenues, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available for operating costs, to pay indebtedness and for distribution to equity holders. In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline and maintenance costs can increase substantially in an inflationary environment. 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.

Our commercial office properties are located primarily in highly developed areas of the New York metropolitan area. Manhattan is the largest office market in the United States. 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.

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. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, considering among other things, rent and concessions, the cost of improvements to the property and leasing commissions, may be on less economically favorable terms. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property and/or space. If we are unable to promptly renew leases or relet the space on economically favorable terms, our cash flow and ability to service debt obligations and pay dividends and distributions to equity holders could be adversely affected.

Bankruptcy or insolvency of tenants may decrease our revenues, net income and available cash.

From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy, become insolvent or experience a material business downturn adversely affecting their ability to make timely rental payments in the future. If a tenant does not pay its rent, we may face delays enforcing our rights as landlord and may incur substantial legal and other costs. Even if we are able to enforce our rights, a tenant may not have recoverable assets. The bankruptcy or insolvency of a major tenant may delay our efforts to collect past-due balances under the relevant leases and could ultimately preclude collection of these amounts altogether. As a result, the bankruptcy or insolvency of, or nonpayment by, a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property, which could in turn result in decreased net income and funds available to pay our indebtedness or make distributions to equity holders.

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. 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. 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. 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.

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. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. 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. We are ultimately responsible for any loss incurred by PPIC.

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could adversely affect our business, results of operations and financial condition, the impact of which could be material.

Actual or threatened terrorist attacks or other criminal acts may adversely affect the value of our properties and our ability to generate cash flow.

We have significant investments in the New York City, Chicago and San Francisco metropolitan areas. In response to a terrorist attack, the perceived threat of terrorism, or other criminal acts, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity or have lower rates of crime and fewer customers may choose to patronize businesses in these areas. This, in turn, would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. Furthermore, we may experience increased costs in security, equipment and personnel. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.

The effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results.

Our investments are concentrated in the New York City, Chicago and San Francisco metropolitan areas. Physical climate change, and natural disasters, including earthquakes, storms, storm surges, tornados, floods and hurricanes, could cause significant damage to our properties and the surrounding environment or area. Potentially adverse consequences of climate change, including rising sea levels and increased temperature fluctuations, could similarly have an impact on our properties and the economies of the metropolitan areas in which we operate. Government efforts to combat climate change may impact the cost of operating our properties. Over time, these conditions could result in declining demand for office and retail space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. 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. 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.

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. 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. 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. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations and financial condition.

We may become subject to costs, taxes or penalties, or increases therein, associated with natural resource or energy usage, such as a “carbon tax” and by local legislation such as New York City’s Local Law 97, which sets limits on carbon emissions in our buildings and imposes penalties if we exceed those limits, and New York City’s Intro 2317, or the “gas ban” bill, which limits any onsite fossil fuel combustion in new construction and major renovations. These costs, taxes or penalties could increase our operating costs and decrease the cash available to pay our obligations or distribute to our equity owners.

Changes to tax laws could affect REITs generally, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect the taxation of REITs and their shareholders. We cannot predict whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or decided, or technical corrections made, which could result in an increase in our, or our shareholders’, tax liability or require changes in the manner in which we operate in order to minimize increases in our tax liability. If such changes occur, we may be required to pay additional taxes on our assets or income and/or be subject to additional restrictions. 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.

Significant inflation and future increases in the inflation rate could adversely affect our business and financial results.

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. In addition, our cost of labor and materials could increase, which could have an adverse impact on our business and financial results. Increased inflation could also adversely affect us by increasing costs of construction and renovation. While increases in most operating expenses at our properties can be passed on to our office and retail tenants, some tenants have fixed reimbursement charges and expenses at our residential properties may not be able to be passed on to residential tenants. Unreimbursed increased operating expenses may reduce cash flow available for payment of mortgage debt and interest and for distributions to shareholders.

We face risks associated with property acquisitions.

We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including, but not limited to, large portfolios that would increase our size and could result in alterations to our capital structure. Furthermore, from time to time we have made, and in the future we may seek to make one or more, material acquisitions that we believe will maximize shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities. 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.

Any delay or failure on our part to identify, negotiate, finance and consummate such acquisitions in a timely manner and on favorable terms, or operate acquired properties to meet our financial expectations, could impede our growth and have an adverse effect on us, including our financial condition, results of operations, cash flow and the market value of our securities. If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected.

We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.

We are the owner of numerous development sites and continue to engage in redevelopment and repositioning activities with respect to our properties, and, accordingly, we are subject to certain risks, which could adversely affect us, including our financial condition and results of operations. 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 development partners and the potential that we miss certain project milestone deadlines. These risks could result in substantial unanticipated delays or expenses, prevent the initiation or the completion of redevelopment activities or reduce the ultimate rents achieved on new developments. These outcomes could have an adverse effect on our financial condition, results of operations, cash flow, the market value of our common shares and ability to satisfy our principal and interest obligations and to make distributions to our shareholders.

It may be difficult to sell real estate on a timely basis, which may limit our flexibility.

Real estate investments are relatively illiquid. Consequently, we may have limited ability to dispose of assets in our portfolio promptly in response to changes in economic or other conditions which could have an adverse effect on our sources of working capital and our ability to satisfy our debt obligations.

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.

As part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose of the acquired properties or reduce the mortgage indebtedness for a long-term period, unless we pay certain of the resulting tax costs of the seller. 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.

From time to time we have made, and in the future we may seek to make investments in companies over which we do not have sole control. Some of these companies operate in industries with different risks than 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, including, but not limited to, Alexander’s, our Fifth Avenue and Times Square JV, and other equity and loan investments. 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. Consequently, we are subject to operating and financial risks of those industries and to the risks associated with lack of control, such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing directly or indirectly with these partners or entities. 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.

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. 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. For certain of our joint venture arrangements, we and our respective joint venture partners have rights including the ability to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms. 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. 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.

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. 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. Furthermore, rent payments under such leasehold interests are periodically adjusted pursuant to the respective contractual arrangements, including the currently ongoing PENN 1 June 2023 rent reset process. These rent resets may result in materially higher rents that could adversely affect our financial condition and results of operation. 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.

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.

There are many factors that can affect the value of our debt and equity securities, including the state of the capital markets and the economy. Demand for office and retail space typically declines nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. 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. 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. 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.

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 rely on both secured and unsecured, variable rate and fixed rate debt to finance acquisitions and development activities and for working capital. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet our required debt service. Our debt service costs generally will not be reduced if conditions in the market or at our properties, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from our properties. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in our loss of the property.

If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. 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. While certain of our debt is fixed by interest rate swap arrangements, the arrangements typically expire earlier than the mortgage loan maturity, resulting in future exposure to rising interest rates, which could further reduce our available cash. If the cost or amount of our indebtedness continues to increase or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit rating downgrades and default on our obligations that could adversely affect our financial condition and results of operations.

We may not be able to obtain capital to make investments.

We depend primarily on external financing to fund the growth of our business. This is because one of the requirements of the Internal Revenue Code of 1986, as amended, for a REIT is that it distributes 90% of its taxable income, excluding net capital gains, to its shareholders. This, in turn, requires the Operating Partnership to make distributions to its unitholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. Although we believe that we will be able to finance any investments we may wish to make in the foreseeable future, there can be no assurance that new financing will be available or available on acceptable terms. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and the notes to the consolidated financial statements in this Annual Report on Form 10-K.

The hedge instruments we may use to manage our exposure to interest rate volatility involve risks.

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. In addition, the use of such instruments may generate income that may not be treated as qualifying REIT income for purposes of the 75% gross income test or 95% gross income test. Furthermore, there can be no assurance that our hedging arrangements will qualify as “highly effective” cash flow hedges under applicable accounting standards. If our hedges do not qualify as “highly effective,” the changes in the fair value of these instruments would be reflected in our results of operations and could adversely impact our earnings.

Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.

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. Our unsecured indebtedness and debt that we may obtain in the future may contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants that limit our ability to incur debt based upon the levels of certain ratios including total debt to total assets, secured debt to total assets, EBITDA to interest expense, and fixed charges, and that require us to maintain a certain ratio of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from such other sources or give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms. Further, depending on market conditions at the time of any refinancing, the covenants included as part of the terms of such refinancing may be more restrictive than the existing indebtedness.

In addition, our debt instruments contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. 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.

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 ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common shares or any other securities. If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding. For instance, if we fail to maintain the credit ratings currently assigned to our senior debt, the interest rates payable on outstanding debt under our unsecured term loan and revolving credit facilities would increase and we may be required to post additional collateral under certain of our existing loan agreements. Furthermore, any future lowering of our credit ratings or outlook would likely make it more difficult and/or more expensive for us to obtain additional debt financing. Our failure to maintain or improve our credit ratings could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading/redemption price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.

RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

We depend on dividends and distributions from our direct and indirect subsidiaries. The creditors and preferred equity holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.

Substantially all of Vornado’s assets are held through the Operating Partnership which holds substantially all of its properties and assets through subsidiaries. The Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of Vornado’s cash flow is dependent on cash distributions to it by the Operating Partnership. The creditors of each of Vornado’s direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders. Thus, the Operating Partnership’s ability to make distributions to its equity holders depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to the Operating Partnership. Consequently, Vornado’s ability to pay dividends to its holders of common and preferred shares depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to make distributions to Vornado.

Furthermore, the holders of preferred units of the Operating Partnership are entitled to receive preferred distributions before payment of distributions to the Operating Partnership’s equity holders, including Vornado. Thus, Vornado’s ability to pay cash dividends to its equity holders and satisfy its debt obligations depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to its equity holders, including Vornado. 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.

In addition, Vornado’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency is only after the claims of the creditors, including trade creditors and preferred equity holders, are satisfied.

Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares.

Generally, for Vornado to maintain its qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Vornado’s taxable year. The Internal Revenue Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under Vornado’s declaration of trust, as amended, no person may own more than 6.7% of the outstanding common shares of any class, or 9.9% of the outstanding preferred shares of any class, with some exceptions for persons who held common shares in excess of the 6.7% limit before Vornado adopted the limit and other persons approved by Vornado’s Board of Trustees. In addition, our declaration of trust includes restrictions on ownership of our common shares and preferred shares to preserve our status as a "domestically controlled qualified investment entity" within the meaning of Section 897 (h)(4)(B) of the Internal Revenue Code of 1986, as amended. These restrictions on transferability and ownership may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of equity holders.

The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions.

The MGCL imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland REIT and certain persons who beneficially own at least 10% of the corporation’s stock (an “interested shareholder”). Unless approved in advance by the board of trustees of the trust, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the board of trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares.

In approving a transaction, Vornado’s Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board of Trustees. Vornado’s Board of Trustees has adopted a resolution exempting any business combination between Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its affiliates may be able to enter into business combinations with Vornado that may not be in the best interest of our equity holders. With respect to business combinations with other persons, the business combination provisions of the MGCL may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.

Title 3, Subtitle 8 of the MGCL permits our Board of Trustees, without shareholder approval and regardless of what is currently provided in our declaration of trust or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a trustee. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then current market price.

Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.

Vornado’s declaration of trust authorizes the Board of Trustees to:

•cause Vornado to issue additional authorized but unissued common shares or preferred shares;

•classify or reclassify, in one or more series, any unissued preferred shares;

•set the preferences, rights and other terms of any classified or reclassified shares that Vornado issues; and

•increase, without shareholder approval, the number of shares of beneficial interest that Vornado may issue.

Vornado’s Board of Trustees could establish a series of preferred shares whose terms could delay, deter or prevent a change in control of Vornado, and therefore of the Operating Partnership, or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders, although Vornado’s Board of Trustees does not now intend to establish a series of preferred shares of this kind. Vornado’s declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders.

We may change our policies without obtaining the approval of our equity holders.

Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization, dividends and distributions, are exclusively determined by Vornado’s Board of Trustees. Accordingly, our equity holders do not control these policies.

Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of Vornado’s other trustees and officers have interests or positions in other entities that may compete with us.

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. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Mandelbaum and Wight are Trustees of Vornado and Directors of Alexander’s.

Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over the Operating Partnership. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other equity holders. In addition, Mr. Roth, Interstate Properties and its partners, and Alexander’s currently and may in the future engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, competition for properties and tenants, possible corporate transactions such as acquisitions and other strategic decisions affecting the future of these entities.

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.

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. 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. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Mandelbaum and Wight are Trustees of Vornado and Directors of Alexander’s and general partners of Interstate Properties. Ms. 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.

RISKS RELATED TO OUR COMMON SHARES AND OPERATING PARTNERSHIP CLASS A UNITS

The trading price of Vornado’s common shares has been volatile and may continue to fluctuate.

The trading price of Vornado’s common shares has been volatile and may continue to fluctuate widely as a result of several factors, many of which are outside our control. 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. 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;

•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.

A significant decline in Vornado’s stock price could result in substantial losses for our equity holders.

Vornado has many shares available for future sale, which could hurt the market price of its shares and the redemption price of the Operating Partnership’s units.

The interests of equity holders could be diluted if we issue additional equity securities. 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. 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. We cannot predict the effect that future sales of Vornado’s common and preferred shares or Operating Partnership Class A and preferred units will have on the market prices of our securities.

In addition, under Maryland law, Vornado’s Board of Trustees has the authority to increase the number of authorized shares without shareholder approval.

Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.

We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. While we believe that we could find a replacement for him and other key personnel, the loss of their services could harm our operations and adversely affect the value of our securities.

RISKS RELATED TO REGULATORY COMPLIANCE

Vornado may fail to qualify or remain qualified as a REIT and may be required to pay federal income taxes at corporate rates, which could adversely impact the value of our common shares.

Although we believe that Vornado will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain so qualified. Qualifications are governed by highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to equity holders and pay its indebtedness would be reduced for the year or years involved, and Vornado would not be required to make distributions to shareholders in that taxable year and in future years until it was able to qualify as a REIT and did so. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado were entitled to relief under the relevant statutory provisions. 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.

In the normal course of business, certain entities through which we own real estate either have undergone or may undergo tax audits. Although we believe that we have substantial arguments in favor of our positions, in some instances there is no controlling precedent or interpretive guidance. There can be no assurance that audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict if or when any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, Treasury regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. Vornado, its taxable REIT subsidiaries, and our security holders could be adversely affected by any such change in, or any new, U.S. federal income tax law, Treasury regulation or administrative interpretation.

We may face possible adverse state and local tax audits and changes in state and local tax law.

Because Vornado is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but we are subject to certain state and local taxes. In the normal course of business, certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. There can be no assurance that audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes including changes in laws, regulations and administration of property and transfer taxes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our security holders.

Compliance or failure to comply with the Americans with Disabilities Act (the "ADA") or other safety regulations and requirements could result in substantial costs.

The ADA generally requires that public buildings, including our properties, meet certain Federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the Federal government or the award of damages to private litigants and/or legal fees to their counsel. From time to time persons have asserted claims against us with respect to some of our properties under the ADA, but to date such claims have not resulted in any material expense or liability. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to equity holders.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.

Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

Each of our properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.

RISKS RELATED TO TECHNOLOGY, CYBERSECURITY AND DATA PROTECTION

The occurrence of cyber incidents, or a deficiency in our cyber security, as well as other disruptions to our IT networks and related systems, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks, malware, ransomware, computer viruses, phishing, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems. Our suppliers, subcontractors, and joint venture partners face similar threats and an incident at one of these entities could adversely impact our business. These entities are typically outside our control and may have access to certain of our information with varying levels of security and cybersecurity resources. The risk of a security breach or disruption, particularly through cyber attack, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks from around the world have increased, including through the use of artificial intelligence. Although we have not experienced cyber incidents that are individually, or in the aggregate, material, the incidents we have experienced thus far have been mitigated by preventative, detective, and responsive measures that we have put in place. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; may require payments to the attackers; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

A cyber attack or systems failure could interfere with our ability to comply with financial reporting requirements, which could adversely affect us. A cyber attack could also compromise the confidential information of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.

For additional information on our cybersecurity risk management process, see Item 1C. Cybersecurity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We employ a comprehensive risk management strategy for the assessment, identification and management of material risks stemming from cybersecurity threats. Our methodologies involve a systematic evaluation of potential threats, vulnerabilities, and their potential impacts on our organization’s operations, data, and systems.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program, including legal, compliance, strategic, operational, and financial risk areas.

Our 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. We employ rigorous vetting processes and ongoing monitoring mechanisms designed to ensure their compliance with cybersecurity standards.

As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Governance

Our Board of Trustee’s considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives periodic reports from management on our potential cybersecurity risks and threats and receives presentations on cybersecurity topics from our Chief Information Officer. The Committee reports to the full Board of Trustees regarding its activities, including those related to cybersecurity. The full Board of Trustees also receives briefings from management on cybersecurity matters as needed.

Our management team, including our Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Chief Information Officer has many years of experience leading cybersecurity oversight and overall has broad, extensive experience with information technology, including security, auditing, compliance, systems and programming.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior management and our Board of Trustees.

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.


							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.

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.

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.

(2)Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K.

(3)Excludes residential occupancy statistics.

(4)Includes 962 Third Avenue (the Annex building to 150 East 58th Street) 50.0% ground leased through 2118 (assuming all renewal options are exercised).

(5)Properties under development or to be developed.

(6)75,000 square feet is leased from 666 Fifth Avenue office condominium.

(7)Demolition of the existing building was completed in the third quarter of 2023.

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.

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 at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space.

NEW YORK

As of December 31, 2023, our New York segment consisted of 26.7 million square feet in 60 properties. 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 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%.

Occupancy 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

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.

(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. Post Office as we assume the exercise of all renewal options through 2038 given the below-market rent on their options.

(5)Based on current market conditions, we expect to re-lease this space at rents between $125 to $150 per square foot.

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. 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, 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, 2023, 555 California Street had an occupancy rate of 94.5% and a weighted average annual rent per square foot of $94.93.

ITEM 3. LEGAL PROCEEDINGS

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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.

There is no established trading market for the Operating Partnership's Class A units. Class A units that are not held by Vornado may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the distribution to a Class A unit holder is equal to the dividend paid to a Vornado common shareholder.

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. 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.

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.

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.

All of the securities referred to above 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.

From time to time, in connection with equity awards granted under our Omnibus Share Plan, we may withhold common shares for tax purposes or acquire common shares as part of the payment of the exercise price. Although we treat these as repurchases for certain financial statement purposes, these withheld or acquired shares are not considered by us as repurchases for this purpose.

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.

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. 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.

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. 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. 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.

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. 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. There 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.

(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.

ITEM 6. RESERVED

ITEM 7. 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

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.

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 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.

Overview

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., (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 91.0% 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.

We own and operate office and retail properties with a concentration in the New York metropolitan area. In addition, we have a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns five properties in the greater New York metropolitan area, as well as interests in other real estate and investments.

Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to our shareholders. 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.

We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:

•maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

•investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

•acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

•developing and redeveloping properties to increase returns and maximize value; and

•investing in operating companies that have a significant real estate component.

We compete with a large number of real estate investors, property owners and developers, some of whom may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, tenant concessions offered, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Item 1A for additional information regarding these factors.

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. These factors could have a material impact on our business, financial condition, results of operations and cash flows.

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. The years ended December 31, 2023 and 2022 include certain items that impact net income (loss) attributable to common shareholders, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased net income attributable to common shareholders by $7,908,000, or $0.04 per diluted share, for the year ended December 31, 2023 and increased net loss attributable to common shareholders by $535,083,000, or $2.79 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, 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. The years ended December 31, 2023 and 2022 include certain items that impact FFO, which are listed in the table below. 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 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)

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.


Year Ended December 31, 2023 compared to December 31, 2022:	Total		New York		THE MART(1)		555 California Street(2)
Same store NOI at share % increase (decrease)	0.4	%	2.2	%	(34.8)	%	26.3	%


Same store NOI at share - cash basis % increase (decrease)	0.6	%	2.8	%	(37.2)	%	26.6	%

________________________________________

(1)2022 includes prior period accrual adjustment related to changes in the tax-assessed value of THE MART.

(2) 2023 includes our $14,103,000 share of the receipt of a tenant settlement, net of legal expenses.

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.

Dividends/Share Repurchase Program

On December 5, 2023, Vornado’s Board of Trustees declared a dividend of $0.30 per common share. Together with the $0.375 per share common dividend already paid in the first quarter of 2023, this resulted in an aggregate 2023 common dividend of $0.675 per common share. 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.

During the year ended December 31, 2023, we repurchased 2,024,495 common shares for $29,143,000 at an average price per share of $14.40. As of December 31, 2023, $170,857,000 remained available and authorized for repurchases.

350 Park Avenue

Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.

From October 2024 to June 2030, KG will have the option to either:

•acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).

◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.

Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

Overview - continued

Sunset Pier 94 Studios Joint Venture

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 at Pier 94 in Manhattan (“Sunset Pier 94 Studios”). In connection therewith:

•We contributed our Pier 94 leasehold interest to the joint venture in exchange for a 49.9% common equity interest and an initial capital account of $47,944,000, comprised of (i) the $40,000,000 value of our Pier 94 leasehold interest contribution and (ii) a $7,994,000 credit for pre-development costs incurred. Hudson Pacific Properties (“HPP”) and Blackstone Inc. (together, “HPP/BX”) received an aggregate 50.1% common equity interest in Pier 94 JV and an initial capital account of $22,976,000 in exchange for (i) a $15,000,000 cash contribution upon the joint venture’s formation and (ii) a $7,976,000 credit for pre-development costs incurred. 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.

•The lease of Pier 94 with the City of New York was amended and restated to allow for the contribution to Pier 94 JV and to remove Pier 92 from the lease’s demised premises. The amended and restated lease expires in 2060 with five 10-year renewal options.

•Pier 94 JV closed on a $183,200,000 construction loan facility ($100,000 outstanding as of December 31, 2023) which bears interest at SOFR plus 4.75% and matures in September 2025, with one one-year as-of-right extension option and two one-year extension options subject to certain conditions. VRLP and the other partners provided a joint and several completion guarantee.

The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing (described above) and $166,800,000 of equity contributions. 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.

Upon contribution of the Pier 94 leasehold, we recognized a $35,968,000 net gain primarily due to the step-up of our retained investment in the leasehold interest to fair value. The net gain was included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the year ended December 31, 2023.

Dispositions

Alexander's

On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.

The Armory Show

On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,410,000, subject to certain post-closing adjustments, and realized net proceeds of $22,489,000. In connection with the sale, we recognized a net gain of $20,181,000 which is included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income.

Manhattan Retail Properties Sale

On August 10, 2023, we completed the sale of four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000 and realized net proceeds of $95,450,000. 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. In connection with these sales, $2,168,000 of income tax expense was recognized on our consolidated statements of income.

Overview - continued

Financings

150 West 34th Street Loan Participation

On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000.

On October 4, 2023, we completed a $75,000,000 refinancing of 150 West 34th Street, of which $25,000,000 is recourse to the Operating Partnership. The interest-only loan bears a rate of SOFR plus 2.15% and matures in February 2025, with three one-year as-of-right extension options and an additional one-year extension option available subject to satisfying a loan-to-value test. The interest rate on the loan is subject to an interest rate cap arrangement with a SOFR strike rate of 5.00%, which matures in February 2026. The loan replaces the previous $100,000,000 loan, which bore interest at SOFR plus 1.86%.

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in June 2025, with two one-year and one nine-month as-of-right extension options (March 2028, as fully extended). Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.

512 West 22nd Street

On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table on the following page.

825 Seventh Avenue

On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.

Overview - continued

Financings - continued

Interest Rate Swap and Cap Arrangements

We entered into the following interest rate swap and cap arrangements during the year ended December 31, 2023. See page 58, Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk - Derivatives and Hedging, in this Annual Report on Form 10-K for further information on our hedging instruments.

(Amounts in thousands)

Notional Amount
(at share)

All-In Swapped Rate

Expiration Date

Variable Rate Spread

Interest rate swaps:

555 California Street (effective 05/24)

840,000

6.03%

05/26

S+205

PENN 11 (effective 03/24)(1)

250,000

6.34%

10/25

S+206

Unsecured term loan(2)

150,000

5.12%

07/25

S+129

Index Strike Rate

Interest rate caps:

1290 Avenue of the Americas (70.0% interest)(3)

665,000

1.00%

11/25

S+162

One Park Avenue (effective 3/24)

525,000

3.89%

03/25

S+122

640 Fifth Avenue (52.0% interest)

259,925

4.00%

05/24

S+111

731 Lexington Avenue office condominium (32.4% interest)

162,000

6.00%

06/24

Prime + 0

150 West 34th Street

75,000

5.00%

02/26

S+215

512 West 22nd Street (55.0% interest)

71,088

4.50%

06/25

S+200

________________________

(1)The $500,000 mortgage loan is currently subject to a $500,000 interest rate swap with an all-in swapped rate of 2.22% and expires in March 2024. 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.

(2)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods.

(3)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests. See Note 9 - Debt in Part II, Item 8 of this Annual Report on Form 10-K for details.

Leasing Activity For the Year Ended December 31, 2023

The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

•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. The changes in the GAAP and cash mark-to-market rent on the 1,476,000 square feet of second generation space were positive 6.2% and negative 2.0%, respectively. Tenant improvements and leasing commissions were $7.44 per square foot per annum, or 7.5% of initial rent.

•299,000 square feet of New York Retail space (239,000 square feet at share) at an initial rent of $118.47 per square foot and a weighted average lease term of 6.5 years. The changes in the GAAP and cash mark-to-market rent on the 131,000 square feet of second generation space were positive 20.7% and positive 18.8%, respectively. Tenant improvements and leasing commissions were $21.90 per square foot per annum, or 18.5% of initial rent.

•337,000 square feet at THE MART (332,000 square feet at share) at an initial rent of $52.97 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 244,000 square feet of second generation space were negative 3.3% and negative 7.8%, respectively. Tenant improvements and leasing commissions were $11.44 per square foot per annum, or 21.6% of initial rent.

•10,000 square feet at 555 California Street (7,000 square feet at share) at an initial rent of $134.70 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 12.8% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $22.92 per square foot per annum, or 17.0% of initial rent.

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, 2022


(Square feet in thousands)			Square Feet (in service)
	Number of properties		Total Portfolio	Our Share	Occupancy %
New York:
Office	30	(1)	18,724	16,028	91.9	%
Retail (includes retail properties that are in the base of our office properties)	56	(1)	2,289	1,851	74.4	%
Residential - 1,976 units(2)	6	(1)	1,499	766	96.7	%	(2)
Alexander's	6		2,241	726	96.4	%	(2)
			24,753	19,371	90.4	%

Other:
THE MART	4		3,635	3,626	81.6	%
555 California Street	3		1,819	1,273	94.7	%
Other	11		2,532	1,197	92.6	%
			7,986	6,096

Total square feet as of December 31, 2022			32,739	25,467

________________________________________

(1)Reflects the Office, Retail and Residential space within our 65 and 71 total New York properties as of December 31, 2023 and 2022, respectively.

(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.

Critical Accounting Estimates

In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Below is a summary of the critical accounting estimates used in the preparation of our consolidated financial statements. A discussion of our accounting policies is included in Note 2 - Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.

Acquisitions of Real Estate

Upon the acquisition of real estate, we assess whether the transaction should be accounted for as an asset acquisition or as a business combination. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. Our acquisitions of real estate generally will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related identified intangible assets).

We assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price on a relative fair value basis. We assess fair value based on estimated cash flow projections based on a number of factors such as historical operating results, known trends, and market/economic conditions and make key assumptions regarding the discount and capitalization rates used in our analyses. The use of different assumptions to value the acquired properties and allocate value between land and building could affect the revenues recognized over the terms of the leases at our properties and the expenses recognized over the property's estimated remaining useful life on our consolidated statements of income.

Impairment Analyses for Investments in Real Estate and Unconsolidated Partially Owned Entities

Our investments in consolidated properties, including any related right-of-use assets and intangible assets, and unconsolidated partially owned entities are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For our unconsolidated partially owned entities, we consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary during our intended holding period. Assessing impairment can be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions. These estimates can have a significant impact on the undiscounted cash flows or estimated fair value of an asset and could thereby affect the value of our real estate investments on our consolidated balance sheets as well as any potential impairment losses recognized on our consolidated statements of income.

During the year ended December 31, 2023, we recognized an aggregate $95,465,000 of impairment losses directly attributable to decreases in the value of depreciable real estate held by certain wholly owned and partially owned entities, of which $22,176,000 was attributable to noncontrolling interests. See Note 5 - Investments in Partially Owned Entities and Note 15 - Fair Value Measurements to our consolidated financial statements in this Annual Report on Form 10-K for further details.

Impairment analyses are based on information available at the time the analyses are prepared. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates which could differ materially from actual results.

Collectability Assessments for Revenue Recognition

We evaluate on an individual lease basis whether it is probable that we will collect substantially all amounts due from our tenants and recognize changes in the collectability assessment of our operating leases as adjustments to rental revenue. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status, publicly available information about the financial condition of the tenant, and other factors. Our assessment of the collectability of tenant receivables can have a significant impact on the rental revenue recognized in our consolidated statements of income.

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.

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. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

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.


(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

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,
	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.

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.


(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.

(2)2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses.

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.


(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.

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. Below are the details of the increase by segment:


(Amounts in thousands)
(Decrease) increase due to:	Total		New York		Other
Rental revenues:
Acquisitions, dispositions and other	$	(42,082)	$	(30,417)	$	(11,665)
Development and redevelopment	3,855		3,855		—
Trade shows	(223)		—		(223)
Same store operations	38,251		16,198		22,053		(1)
	(199)		(10,364)		10,165

Fee and other income:
BMS cleaning fees	4,264		5,078		(814)
Management and leasing fees	2,001		1,974		27
Other income	5,102		6,028		(926)
	11,367		13,080		(1,713)

Total increase in revenues	$	11,168	$	2,716	$	8,452

________________________________________

See notes below.

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. 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.

(2)2022 includes prior period accrual adjustments related to changes in the tax-assessed value of THE MART.

(3)Primarily due to non-cash expense related to the June 2023 equity compensation grant. See Note 12 - Stock-based Compensation in Part II, Item 8 of this Annual Report on Form 10-K for details.

(4)Primarily due to non-cash impairment losses ($45,007 in 2023 and $19,098 in 2022).

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.


(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.(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.

(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. As a result of the sale, we recognized our $16,396 share of the net gain and received a $711 sales commission from Alexander’s, of which $250 was paid to a third-party broker.

(5)Includes interests in Independence Plaza, Rosslyn Plaza and others. 2022 includes $17,185 of net gains from dispositions of two investments.

Income from Real Estate Fund Investments

Below is a summary of income from the Vornado Capital Partners Real Estate Fund (“the Fund”) and the Crowne Plaza Times Square Hotel Joint Venture.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022
Previously recorded unrealized loss on exited investments	$	247,575	$	59,396
Net realized loss on exited investments	(245,714)		(54,255)
Net investment (loss) income	(271)		6,130
Net unrealized loss on held investments	—		(7,730)

Income from real estate fund investments	1,590		3,541
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	12,789		(1,870)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	14,379	$	1,671

Interest and Other Investment Income, net

The following table sets forth the details of interest and other investment income, net.


(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. Treasury bills	3,829		7,075
Interest on loans receivable	1,351		5,006
Other, net	—		235
	$	41,697	$	19,869

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. 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.

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 $100,625,000 for the year ended December 31, 2022, primarily consists of (i) $41,874,000 from the sale of three condominium units and ancillary amenities at 220 CPS, (ii) $31,876,000 from the sale of 40 Fulton Street, (iii) $15,213,000 from the sale of Center Building located at 33-00 Northern Boulevard in Long Island City, New York, (iv) $13,613,000 from the refund of New York City real property transfer tax paid in connection with the April 2019 Fifth Avenue and Times Square JV transaction, and (v) $2,919,000 from the sale of 484-486 Broadway.

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.

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. This resulted primarily from the allocation of the impairment loss recognized on 606 Broadway and an increase in losses allocated to the redeemable noncontrolling interest in the Farley joint venture and the noncontrolling interests of Vornado Capital Partners Real Estate Fund.

Same Store Net Operating Income At Share

Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the year ended December 31, 2023 compared to December 31, 2022.


(Amounts in thousands)	Total			New York			THE MART			555 California Street			Other
NOI at share for the year ended December 31, 2023	$	1,143,213		$	977,569		$	61,519		$	82,965		$	21,160
Less NOI at share from:
Dispositions	(1,270)			(1,556)			286			—			—
Development properties	(26,748)			(26,748)			—			—			—
Other non-same store (income) expense, net	(20,399)			761			—			—			(21,160)
Same store NOI at share for the year ended December 31, 2023	$	1,094,796		$	950,026		$	61,805		$	82,965		$	—

NOI at share for the year ended December 31, 2022	$	1,162,048		$	981,508		$	96,906		$	65,692		$	17,942
Less NOI at share from:
Dispositions	(15,205)			(13,158)			(2,047)			—			—
Development properties	(24,088)			(24,088)			—			—			—
Other non-same store income, net	(32,838)			(14,896)			—			—			(17,942)
Same store NOI at share for the year ended December 31, 2022	$	1,089,917		$	929,366		$	94,859		$	65,692		$	—

Increase (decrease) in same store NOI at share	$	4,879		$	20,660		$	(33,054)		$	17,273		$	—

% increase (decrease) in same store NOI at share	0.4		%	2.2		%	(34.8)		%	26.3		%	—		%

Results of Operations – Year Ended December 31, 2023 Compared to December 31, 2022 - continued

Same Store Net Operating Income At Share - continued

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, THE MART, 555 California Street and other investments for the year ended December 31, 2023 compared to December 31, 2022.


(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.

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. The sources of liquidity to fund these cash requirements include rental revenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties; proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.

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. 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. Capital requirements for development and redevelopment expenditures and acquisitions may require funding from borrowings, equity offerings and/or asset sales.

We may from time to time repurchase or retire our outstanding debt securities or repurchase or redeem our equity securities. Such purchases, if any, will depend 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.

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.

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.

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. 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.

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.

The following table details the net cash used in investing activities:


(Amounts in thousands)	For the Year Ended December 31,				Increase (Decrease) in Cash Flow
	2023		2022
Development costs and construction in progress	$	(552,701)	$	(737,999)	$	185,298
Proceeds from maturities of U.S. Treasury bills	468,598		597,499		(128,901)
Additions to real estate	(211,899)		(159,796)		(52,103)
Proceeds from sales of real estate	123,519		373,264		(249,745)
Proceeds from repayment of participation in 150 West 34th Street mortgage loan	105,000		—		105,000
Investments in partially owned entities	(57,297)		(33,172)		(24,125)
Acquisitions of real estate and other	(33,145)		(3,000)		(30,145)
Proceeds from sale of condominium units at 220 Central Park South	24,484		88,019		(63,535)
Distributions of capital from partially owned entities	18,869		34,417		(15,548)
Deconsolidation of cash and restricted cash held by a previously consolidated entity	(14,216)		—		(14,216)
Purchase of U.S. 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.

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

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. 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. Additionally, during 2024, Vornado expects to pay approximately $62,000,000 of cash dividends on outstanding preferred shares.

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. Our unsecured revolving credit facilities and unsecured term loan contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for increased interest rates in the event of a decline in the credit rating assigned to our senior unsecured notes. Our unsecured revolving credit facilities and unsecured term loan also contain customary conditions precedent to borrowing, including representations and warranties, and contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal. 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.


(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

_______________________________________

(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 mortgages subject to interest rate cap arrangements, except for the 1290 Avenue of the Americas mortgage loan discussed above. 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.

During 2024 and 2025, $169,815,000 and $1,329,800,000, respectively, of our outstanding consolidated debt matures, assuming the exercise of as-of-right extension options. We may refinance this maturing debt as it comes due or choose to repay it using cash and cash equivalents or our unsecured revolving credit facilities. 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 contractual principal and interest repayments schedule of our consolidated debt as of December 31, 2023 is as follows:


(Amounts in thousands)	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		Thereafter
Notes and mortgages payable	$	6,694,477	$	432,580	$	1,864,750	$	4,021,303	$	375,844
Senior unsecured notes due 2025	466,406		15,750		450,656		—		—
Senior unsecured notes due 2026	420,831		8,600		412,231		—		—
Senior unsecured notes due 2031	438,324		11,900		23,800		23,800		378,824
Unsecured term loan	942,964		39,400		71,244		832,320		—
Revolving credit facilities	663,887		22,601		45,141		596,145		—
Total contractual principal(1) and interest(2) repayments	$	9,626,889	$	530,831	$	2,867,822	$	5,473,568	$	754,668

________________________________________

(1)Based on the contractual maturity of our loans, including as-of-right extension options, as of December 31, 2023.

(2)Estimated interest for variable rate debt based on the Term SOFR curve available as of December 31, 2023.

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. We plan to fund these capital expenditures from operating cash flow, existing liquidity, and/or borrowings. Our partially owned non-consolidated subsidiaries typically fund their capital expenditures without any additional equity contribution from us.

Development and Redevelopment Projects and Opportunities

Development and redevelopment expenditures consist of all hard and soft costs associated with the development and redevelopment of a property. We plan to fund these development and redevelopment expenditures from operating cash flow, existing liquidity, and/or borrowings. See detailed discussion below for our current development and redevelopment projects.

PENN District

PENN 2

Hotel Pennsylvania Site

Demolition of the existing building was completed in the third quarter of 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. 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. 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. 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. 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

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.

There can be no assurance that the above projects will be completed, completed on schedule or within budget.

Liquidity and Capital Resources - continued

Other Obligations

We have contractual cash obligations for certain properties that are subject to long-term ground and building leases. 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.

Our future lease payments disclosed above include payments for our PENN 1 ground lease based on an amount estimated in January 2022, when we exercised the second of three 25-year renewal options. The first renewal period commenced June 2023 and, together with the second option exercise, extends the lease term through June 2073. The ground lease is subject to fair market value resets at each 25-year renewal period. The rent reset process for the June 2023 renewal period is currently ongoing and the timing is uncertain. The final fair market value determination may be materially higher or lower than our January 2022 estimate.

Insurance

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. 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.

In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on January 31, 2023, the Court of Appeal affirmed the lower court's decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. In April 2023, we entered into a settlement with affiliates of the successor to Regus PLC, pursuant to which we agreed to discontinue all legal proceedings against the Regus PLC successor and its affiliates in exchange for a payment to us of $21,350,000, which is included in “rental revenues” on our consolidated statements of income for the year ended December 31, 2023, of which $6,405,000 is attributable to noncontrolling interest.

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. These agreements terminate either upon the satisfaction of specified obligations or repayment of the underlying loans. 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.

As of December 31, 2023, $30,233,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for increased interest rates in the event of a decline in the credit rating assigned to our senior unsecured notes. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

Our 95% consolidated joint venture (5% is owned by Related Companies ("Related")) developed and owns the Farley Building. In connection with the development of the property, the joint venture admitted a historic Tax Credit Investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. 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.

As of December 31, 2023, we have construction commitments aggregating approximately $91,372,000.

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”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period-to-period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. 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. 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.


(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.

(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.

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. 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

_______________________________________

(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 $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.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of December 31, 2023, the estimated fair value of our consolidated debt was $8,013,000,000.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - continued

Derivatives and Hedging

We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of December 31, 2023.


(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.

(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.

(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.

The following table summarizes our hedging instruments of our unconsolidated subsidiaries (shown at our pro rata ownership interest) as of December 31, 2023.


(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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS


			Page Number
Vornado Realty Trust
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			60

Consolidated Balance Sheets as of December 31, 2023 and 2022			62

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021			63

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021			64

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021			65

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			68

Vornado Realty L.P.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			71

Consolidated Balance Sheets as of December 31, 2023 and 2022			73

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021			74

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021			75

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021			76

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021			79

Vornado Realty Trust and Vornado Realty L.P.
Notes to Consolidated Financial Statements			82

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Vornado Realty Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

Real Estate Impairment – Refer to Notes 2, 5, 15, and 16 to the financial statements

Critical Audit Matter Description

The Company’s consolidated and unconsolidated real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For consolidated properties, an impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. For unconsolidated partially owned entities, an impairment loss is recorded when there is a decline in the estimated fair value of an investment below its carrying value, and the Company concludes that the decline is other-than-temporary during its intended holding period. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information.

Preparing the Company’s estimated cash flow projections requires management to make significant estimates and assumptions related to future market rental rates, capitalization rates, and discount rates.

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to impairment included the following, among others:

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

•We tested the effectiveness of controls over management’s evaluation of impairment of its real estate properties and investments in partially owned entities and measurement of that impairment based on discounted cash flows, including those over the future market rental rates, capitalization rates, and discount rates used in the assessment

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

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

•We evaluated the reasonableness of management’s projected future cash flow analyses by comparing management’s projections to the Company’s historical results.

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

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

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

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS


(Amounts in thousands, except unit, share and per share amounts)	As of December 31,
	2023		2022
ASSETS
Real estate, at cost:
Land	$	2,436,221	$	2,451,828
Buildings and improvements	9,952,954		9,804,204
Development costs and construction in progress	1,281,076		933,334

Leasehold improvements and equipment	130,953		125,389
Total	13,801,204		13,314,755
Less accumulated depreciation and amortization	(3,752,827)		(3,470,991)
Real estate, net	10,048,377		9,843,764
Right-of-use assets	680,044		684,380
Cash and cash equivalents	997,002		889,689
Restricted cash	264,582		131,468
Investments in U.S. Treasury bills	—		471,962
Tenant and other receivables	69,543		81,170
Investments in partially owned entities	2,610,558		2,665,073

220 Central Park South condominium units ready for sale	35,941		43,599
Receivable arising from the straight-lining of rents	701,666		694,972
Deferred leasing costs, net of accumulated amortization of $249,347 and $237,395	355,010		373,555
Identified intangible assets, net of accumulated amortization of $98,589 and $98,139	127,082		139,638
Other assets	297,860		474,105
	$	16,187,665	$	16,493,375
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,688,020	$	5,829,018
Senior unsecured notes, net	1,193,873		1,191,832
Unsecured term loan, net	794,559		793,193
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	732,859		735,969


Accounts payable and accrued expenses	411,044		450,881
Deferred revenue	32,199		39,882
Deferred compensation plan	105,245		96,322
Other liabilities	311,132		268,166
Total liabilities	9,843,931		9,980,263
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 17,000,030 and 14,416,891 units outstanding	480,251		345,157
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	483,786		348,692
Redeemable noncontrolling interest in a consolidated subsidiary	154,662		88,040
Total redeemable noncontrolling interests	638,448		436,732
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares	1,182,459		1,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,390,703 and 191,866,880 shares	7,594		7,654
Additional capital	8,263,291		8,369,228
Earnings less than distributions	(4,009,395)		(3,894,580)
Accumulated other comprehensive income	65,115		174,967
Total shareholders' equity	5,509,064		5,839,728
Noncontrolling interests in consolidated subsidiaries	196,222		236,652
Total equity	5,705,286		6,076,380
	$	16,187,665	$	16,493,375

See notes to the consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME


(Amounts in thousands, except per share amounts)	For the Year Ended December 31,
	2023		2022		2021
REVENUES:
Rental revenues	$	1,607,486	$	1,607,685	$	1,424,531
Fee and other income	203,677		192,310		164,679
Total revenues	1,811,163		1,799,995		1,589,210
EXPENSES:
Operating	(905,158)		(873,911)		(797,315)
Depreciation and amortization	(434,273)		(504,502)		(412,347)
General and administrative	(162,883)		(133,731)		(134,545)
(Expense) benefit from deferred compensation plan liability	(12,162)		9,617		(9,847)
Impairment losses, transaction related costs and other	(50,691)		(31,722)		(13,815)
Total expenses	(1,565,167)		(1,534,249)		(1,367,869)

Income (loss) from partially owned entities	38,689		(461,351)		130,517
Income from real estate fund investments	1,590		3,541		11,066
Interest and other investment income, net	41,697		19,869		4,612
Income (loss) from deferred compensation plan assets	12,162		(9,617)		9,847
Interest and debt expense	(349,223)		(279,765)		(231,096)
Net gains on disposition of wholly owned and partially owned assets	71,199		100,625		50,770
Income (loss) before income taxes	62,110		(360,952)		197,057
Income tax (expense) benefit	(29,222)		(21,660)		10,496
Net income (loss)	32,888		(382,612)		207,553
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	75,967		5,737		(24,014)
Operating Partnership	(3,361)		30,376		(7,540)
Net income (loss) attributable to Vornado	105,494		(346,499)		175,999
Preferred share dividends	(62,116)		(62,116)		(65,880)
Series K preferred share issuance costs	—		—		(9,033)
NET INCOME (LOSS) attributable to common shareholders	$	43,378	$	(408,615)	$	101,086






INCOME (LOSS) PER COMMON SHARE - BASIC:
Net income (loss) per common share	$	0.23	$	(2.13)	$	0.53
Weighted average shares outstanding	191,005		191,775		191,551

INCOME (LOSS) PER COMMON SHARE - DILUTED:
Net income (loss) per common share	$	0.23	$	(2.13)	$	0.53
Weighted average shares outstanding	191,856		191,775		192,122

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Net income (loss)	$	32,888	$	(382,612)	$	207,553
Other comprehensive (loss) income:
Change in fair value of interest rate swaps and other	(112,051)		190,493		51,338
Other comprehensive (loss) income of nonconsolidated subsidiaries	(8,286)		18,874		10,275

Comprehensive (loss) income	(87,449)		(173,245)		269,166
Less comprehensive loss (income) attributable to noncontrolling interests	85,665		19,247		(35,602)
Comprehensive (loss) income attributable to Vornado	$	(1,784)	$	(153,998)	$	233,564

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


(Amounts in thousands, except per share amount)				Common Shares			Additional Capital		Earnings Less Than Distributions		Accumulated Other Comprehensive Income		Non- controlling Interests in Consolidated Subsidiaries		Total Equity
	Preferred Shares
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	7,654	$	8,369,228	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380
Net income attributable to Vornado	—	—		—	—		—		105,494		—		—		105,494
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		(36,582)		(36,582)
Dividends on common shares ($0.675 per share)	—	—		—	—		—		(129,066)		—		—		(129,066)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(62,116)		—		—		(62,116)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		539	21		8,468		—		—		—		8,489

Under dividend reinvestment plan	—	—		11	—		146		—		—		—		146
Contributions	—	—		—	—		—		—		—		24,033		24,033
Distributions	—	—		—	—		—		—		—		(21,526)		(21,526)
Deferred compensation shares and options	—	—		(2)	—		321		(25)		—		—		296
Repurchase of common shares	—	—		(2,024)	(81)		—		(29,102)		—		—		(29,183)
Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		—		(8,286)		—		(8,286)
Change in fair value of interest rate swaps and other	—	—		—	—		—		—		(112,051)		—		(112,051)
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards	—	—		—	—		20,668		—		—		—		20,668
Redeemable Class A unit measurement adjustment	—	—		—	—		(135,540)		—		(2,574)		—		(138,114)
Noncontrolling interests' share of other comprehensive loss	—	—		—	—		—		—		13,059		(3,719)		9,340
Deconsolidation of partially owned entity	—	—		—	—		—		—		—		(2,636)		(2,636)

Balance as of December 31, 2023	48,793	$	1,182,459	190,391	$	7,594	$	8,263,291	$	(4,009,395)	$	65,115	$	196,222	$	5,705,286

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED


(Amounts in thousands, except per share amounts)				Common Shares			Additional Capital		Earnings Less Than Distributions		Accumulated Other Comprehensive (Loss) Income		Non- controlling Interests in Consolidated Subsidiaries		Total Equity
	Preferred Shares
	Shares	Amount		Shares	Amount
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	7,648	$	8,143,093	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238
Net loss attributable to Vornado	—	—		—	—		—		(346,499)		—		—		(346,499)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		3,931		3,931
Dividends on common shares ($2.12 per share)	—	—		—	—		—		(406,562)		—		—		(406,562)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(62,116)		—		—		(62,116)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		117	5		3,519		—		—		—		3,524
Under employees' share option plan	—	—		—	—		7		—		—		—		7
Under dividend reinvestment plan	—	—		28	1		877		—		—		—		878
Contributions	—	—		—	—		—		—		—		5,609		5,609
Distributions	—	—		—	—		—		—		—		(54,388)		(54,388)
Deferred compensation shares and options	—	—		(2)	—		588		(85)		—		—		503
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		18,874		—		18,874
Change in fair value of interest rate swaps and other	—	—		—	—		—		—		190,494		—		190,494
Redeemable Class A unit measurement adjustment	—	—		—	—		221,145		—		—		—		221,145
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(16,866)		2,616		(14,250)
Other	—	—		—	—		(1)		2		(1)		(8)		(8)
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	7,654	$	8,369,228	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED


(Amounts in thousands, except per share amount)				Common Shares			Additional Capital		Earnings Less Than Distributions		Accumulated Other Comprehensive Loss		Non- controlling Interests in Consolidated Subsidiaries		Total Equity
	Preferred Shares
	Shares	Amount		Shares	Amount
Balance as of December 31, 2020	48,793	$	1,182,339	191,355	$	7,633	$	8,192,507	$	(2,774,182)	$	(75,099)	$	414,957	$	6,948,155
Net income attributable to Vornado	—	—		—	—		—		175,999		—		—		175,999
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		20,826		20,826
Dividends on common shares ($2.12 per share)	—	—		—	—		—		(406,109)		—		—		(406,109)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(65,880)		—		—		(65,880)
Series O cumulative redeemable preferred shares issuance	12,000	291,153		—	—		—		—		—		—		291,153
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		350	14		14,562		—		—		—		14,576
Under employees' share option plan	—	—		1	—		22		—		—		—		22
Under dividend reinvestment plan	—	—		21	1		876		—		—		—		877

Contributions	—	—		—	—		—		—		—		4,052		4,052

Distributions	—	—		—	—		—		—		—		(160,975)		(160,975)
Conversion of Series A preferred shares to common shares	—	(13)		1	—		13		—		—		—		—
Deferred compensation shares and options	—	—		(4)	—		906		(114)		—		—		792
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		10,275		—		10,275
Change in fair value of interest rate swaps	—	—		—	—		—		—		51,337		—		51,337
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	—		10,283		—		—		—		10,283
Redeemable Class A unit measurement adjustment	—	—		—	—		(76,073)		—		—		—		(76,073)
Series K cumulative redeemable preferred shares called for redemption	(12,000)	(290,967)		—	—		—		(9,033)		—		—		(300,000)
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(4,048)		—		(4,048)
Other	—	(53)		—	—		(3)		(1)		1		32		(24)
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	7,648	$	8,143,093	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	32,888	$	(382,612)	$	207,553
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	457,574		526,306		432,594
Distributions of income from partially owned entities	172,873		184,501		214,521
Net gains on disposition of wholly owned and partially owned assets	(71,199)		(100,625)		(50,770)
Real estate impairment losses	45,007		19,098		7,880
Stock-based compensation expense	43,201		29,249		38,329
Equity in net (income) loss of partially owned entities	(38,689)		461,351		(130,517)
Change in deferred tax liability	17,020		14,005		11,243
Amortization of interest rate cap premiums	10,989		430		11
Straight-lining of rents	(8,808)		(46,177)		8,644
Credit losses on investments	8,269		—		—
Amortization of below-market leases, net	(5,268)		(5,178)		(9,249)
Net realized and unrealized (gain) loss on real estate fund investments	(1,861)		2,589		(4,621)
Return of capital from real estate fund investments	1,861		5,141		5,104
Write-off of lease receivables deemed uncollectible	1,008		872		7,695
Defeasance cost in connection with refinancing of mortgage payable	—		—		23,729
Other non-cash adjustments	8,866		2,660		(3,886)
Changes in operating assets and liabilities:
Real estate fund investments	—		—		(4,474)
Tenant and other receivables	9,379		(4,437)		(187)
Prepaid assets	(12,854)		104,186		30,466
Other assets	(79,110)		(34,615)		(54,716)
Lease liabilities	17,582		15,658		(4,091)
Accounts payable and accrued expenses	10,723		5,718		35,856
Other liabilities	28,701		824		692
Net cash provided by operating activities	648,152		798,944		761,806

Cash Flows from Investing Activities:
Development costs and construction in progress	(552,701)		(737,999)		(585,940)
Proceeds from maturities of U.S. Treasury bills	468,598		597,499		—
Additions to real estate	(211,899)		(159,796)		(149,461)
Proceeds from sales of real estate	123,519		373,264		100,024
Proceeds from repayment of participation in 150 West 34th Street mortgage loan	105,000		—		—
Investments in partially owned entities	(57,297)		(33,172)		(14,997)
Acquisitions of real estate and other	(33,145)		(3,000)		(3,000)
Proceeds from sale of condominium units at 220 Central Park South	24,484		88,019		137,404
Distributions of capital from partially owned entities	18,869		34,417		106,005
Deconsolidation of cash and restricted cash held by a previously consolidated entity	(14,216)		—		—
Purchase of U.S. Treasury bills	—		(1,066,096)		—
Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition)	—		—		(123,936)
Proceeds from repayments of loans receivable	—		—		1,554
Net cash used in investing activities	(128,788)		(906,864)		(532,347)

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Cash Flows from Financing Activities:
Repayments of borrowings	$	(148,000)	$	(1,251,373)	$	(1,584,243)
Contributions from noncontrolling interests	132,701		5,609		4,052
Dividends paid on common shares	(129,066)		(406,562)		(406,109)
Dividends paid on preferred shares	(62,116)		(62,116)		(65,880)
Distributions to noncontrolling interests	(38,970)		(84,699)		(190,876)
Repurchase of common shares	(29,183)		—		—
Deferred financing costs	(4,424)		(32,706)		(51,184)
Proceeds received from exercise of employee share options and other	146		885		899
Repurchase of shares related to stock compensation agreements and related tax withholdings and other	(25)		(85)		(1,567)
Proceeds from borrowings	—		1,029,773		3,248,007
Purchase of marketable securities in connection with defeasance of mortgage payable	—		—		(973,729)
Redemption of preferred shares	—		—		(300,000)
Proceeds from the issuance of preferred shares	—		—		291,153
Net cash used in financing activities	(278,937)		(801,274)		(29,477)
Net increase (decrease) in cash and cash equivalents and restricted cash	240,427		(909,194)		199,982
Cash and cash equivalents and restricted cash at beginning of period	1,021,157		1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	$	1,261,584	$	1,021,157	$	1,930,351


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	889,689	$	1,760,225	$	1,624,482
Restricted cash at beginning of period	131,468		170,126		105,887
Cash and cash equivalents and restricted cash at beginning of period	$	1,021,157	$	1,930,351	$	1,730,369

Cash and cash equivalents at end of period	$	997,002	$	889,689	$	1,760,225
Restricted cash at end of period	264,582		131,468		170,126
Cash and cash equivalents and restricted cash at end of period	$	1,261,584	$	1,021,157	$	1,930,351

See notes to consolidated financial statements.

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums	$	381,410	$	252,371	$	188,587
Cash payments for income taxes	$	10,365	$	7,947	$	9,155

Non-Cash Information:
Redeemable Class A unit measurement adjustment	$	(138,114)	$	221,145	$	(76,073)
Change in fair value of consolidated interest rate hedges and other	(112,051)		190,494		51,337
Write-off of fully depreciated assets	(82,343)		(278,561)		(123,537)
Accrued capital expenditures included in accounts payable and accrued expenses	52,091		104,750		291,690
Initial investment in Pier 94 joint venture upon contribution of leasehold interest	50,090		—		—
Decrease in assets and liabilities resulting from the deconsolidation of Pier 94:
Real estate	21,693		—		—
Right-of-use assets	7,081		—		—
Lease liabilities	(20,692)		—		—
Additional estimated lease liability arising from the recognition of right-of-use asset	—		350,000		—
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	—		32,604		16,014
Reclassification of assets held for sale (included in "other assets")	—		—		80,005
Increase in assets and liabilities resulting from the consolidation of One Park Avenue:
Real estate	—		—		566,013
Identified intangible assets	—		—		139,545
Mortgages payable	—		—		525,000
Deferred revenue	—		—		18,884
Marketable securities transferred in connection with the defeasance of mortgage payable	—		—		(973,729)
Defeasance of mortgage payable	—		—		950,000

See notes to consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Vornado Realty L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the "Partnership") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2024, expressed an unqualified opinion on the Partnership's internal control over financial reporting.

Basis for Opinion

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

Critical Audit Matter

Real Estate Impairment – Refer to Notes 2, 5, 15, and 16 to the financial statements

Critical Audit Matter Description

The Partnership’s consolidated and unconsolidated real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For consolidated properties, an impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. For unconsolidated partially owned entities, an impairment loss is recorded when there is a decline in the estimated fair value of an investment below its carrying value, and the Partnership concludes that the decline is other-than-temporary during its intended holding period. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information.

Preparing the Partnership’s estimated cash flow projections requires management to make significant estimates and assumptions related to future market rental rates, capitalization rates, and discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to impairment included the following, among others:

•We evaluated the reasonableness of management’s projected future cash flow analyses by comparing management’s projections to the Partnership’s historical results.

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

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

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

VORNADO REALTY L.P.

CONSOLIDATED BALANCE SHEETS


(Amounts in thousands, except unit amounts)	As of December 31,
	2023		2022
ASSETS
Real estate, at cost:
Land	$	2,436,221	$	2,451,828
Buildings and improvements	9,952,954		9,804,204
Development costs and construction in progress	1,281,076		933,334

Leasehold improvements and equipment	130,953		125,389
Total	13,801,204		13,314,755
Less accumulated depreciation and amortization	(3,752,827)		(3,470,991)
Real estate, net	10,048,377		9,843,764
Right-of-use assets	680,044		684,380
Cash and cash equivalents	997,002		889,689
Restricted cash	264,582		131,468
Investments in U.S. Treasury bills	—		471,962
Tenant and other receivables	69,543		81,170
Investments in partially owned entities	2,610,558		2,665,073

220 Central Park South condominium units ready for sale	35,941		43,599
Receivable arising from the straight-lining of rents	701,666		694,972
Deferred leasing costs, net of accumulated amortization of $249,347 and $237,395	355,010		373,555
Identified intangible assets, net of accumulated amortization of $98,589 and $98,139	127,082		139,638
Other assets	297,860		474,105
	$	16,187,665	$	16,493,375
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,688,020	$	5,829,018
Senior unsecured notes, net	1,193,873		1,191,832
Unsecured term loan, net	794,559		793,193
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	732,859		735,969


Accounts payable and accrued expenses	411,044		450,881
Deferred revenue	32,199		39,882
Deferred compensation plan	105,245		96,322
Other liabilities	311,132		268,166
Total liabilities	9,843,931		9,980,263
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 17,000,030 and 14,416,891 units outstanding	480,251		345,157
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	483,786		348,692
Redeemable noncontrolling interest in a consolidated subsidiary	154,662		88,040
Total redeemable noncontrolling interests	638,448		436,732
Partners' equity:
Partners' capital	9,453,344		9,559,341
Earnings less than distributions	(4,009,395)		(3,894,580)
Accumulated other comprehensive income	65,115		174,967
Total partners' equity	5,509,064		5,839,728
Noncontrolling interests in consolidated subsidiaries	196,222		236,652
Total equity	5,705,286		6,076,380
	$	16,187,665	$	16,493,375

See notes to the consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF INCOME


(Amounts in thousands, except per unit amounts)	For the Year Ended December 31,
	2023		2022		2021
REVENUES:
Rental revenues	$	1,607,486	$	1,607,685	$	1,424,531
Fee and other income	203,677		192,310		164,679
Total revenues	1,811,163		1,799,995		1,589,210
EXPENSES:
Operating	(905,158)		(873,911)		(797,315)
Depreciation and amortization	(434,273)		(504,502)		(412,347)
General and administrative	(162,883)		(133,731)		(134,545)
(Expense) benefit from deferred compensation plan liability	(12,162)		9,617		(9,847)
Impairment losses, transaction related costs and other	(50,691)		(31,722)		(13,815)
Total expenses	(1,565,167)		(1,534,249)		(1,367,869)

Income (loss) from partially owned entities	38,689		(461,351)		130,517
Income from real estate fund investments	1,590		3,541		11,066
Interest and other investment income, net	41,697		19,869		4,612
Income (loss) from deferred compensation plan assets	12,162		(9,617)		9,847
Interest and debt expense	(349,223)		(279,765)		(231,096)
Net gains on disposition of wholly owned and partially owned assets	71,199		100,625		50,770
Income (loss) before income taxes	62,110		(360,952)		197,057
Income tax (expense) benefit	(29,222)		(21,660)		10,496
Net income (loss)	32,888		(382,612)		207,553
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	75,967		5,737		(24,014)
Net income (loss) attributable to Vornado Realty L.P.	108,855		(376,875)		183,539
Preferred unit distributions	(62,231)		(62,231)		(66,035)
Series K preferred unit issuance costs	—		—		(9,033)
NET INCOME (LOSS) attributable to Class A unitholders	$	46,624	$	(439,106)	$	108,471





INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unit	$	0.22	$	(2.15)	$	0.52
Weighted average units outstanding	205,105		205,315		204,728

INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unit	$	0.22	$	(2.15)	$	0.51
Weighted average units outstanding	205,956		205,315		205,644

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Net income (loss)	$	32,888	$	(382,612)	$	207,553
Other comprehensive (loss) income:
Change in fair value of interest rate swaps and other	(112,051)		190,493		51,338
Other comprehensive (loss) income of nonconsolidated subsidiaries	(8,286)		18,874		10,275

Comprehensive (loss) income	(87,449)		(173,245)		269,166
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries	79,686		3,121		(24,014)
Comprehensive (loss) income attributable to Vornado Realty L.P.	$	(7,763)	$	(170,124)	$	245,152

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


(Amounts in thousands, except per unit amount)											Non- controlling Interests in Consolidated Subsidiaries
	Preferred Units			Class A Units Owned by Vornado			Earnings Less Than Distributions		Accumulated Other Comprehensive Income				Total Equity
	Units	Amount		Units	Amount
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	8,376,882	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380
Net income attributable to Vornado Realty L.P.	—	—		—	—		108,855		—		—		108,855
Net income attributable to redeemable partnership units	—	—		—	—		(3,361)		—		—		(3,361)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		(36,582)		(36,582)
Distributions to Vornado ($0.675 per unit)	—	—		—	—		(129,066)		—		—		(129,066)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)	—	—		—	—		(62,116)		—		—		(62,116)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		539	8,489		—		—		—		8,489

Under Vornado's dividend reinvestment plan	—	—		11	146		—		—		—		146
Contributions	—	—		—	—		—		—		24,033		24,033
Distributions	—	—		—	—		—		—		(21,526)		(21,526)
Deferred compensation units and options	—	—		(2)	321		(25)		—		—		296
Repurchase of Class A units owned by Vornado	—	—		(2,024)	(81)		(29,102)		—		—		(29,183)
Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		(8,286)		—		(8,286)
Change in fair value of interest rate swaps and other	—	—		—	—		—		(112,051)		—		(112,051)
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards	—	—		—	20,668		—		—		—		20,668
Redeemable Class A unit measurement adjustment	—	—		—	(135,540)		—		(2,574)		—		(138,114)
Noncontrolling interests' share of other comprehensive loss	—	—		—	—		—		13,059		(3,719)		9,340
Deconsolidation of partially owned entity	—	—		—	—		—		—		(2,636)		(2,636)

Balance as of December 31, 2023	48,793	$	1,182,459	190,391	$	8,270,885	$	(4,009,395)	$	65,115	$	196,222	$	5,705,286

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED


(Amounts in thousands, except per unit amounts)											Non- controlling Interests in Consolidated Subsidiaries
	Preferred Units			Class A Units Owned by Vornado			Earnings Less Than Distributions		Accumulated Other Comprehensive (Loss) Income				Total Equity
	Units	Amount		Units	Amount
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	8,150,741	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238
Net loss attributable to Vornado Realty L.P.	—	—		—	—		(376,875)		—		—		(376,875)
Net loss attributable to redeemable partnership units	—	—		—	—		30,376		—		—		30,376
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		3,931		3,931
Distributions to Vornado ($2.12 per unit)	—	—		—	—		(406,562)		—		—		(406,562)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)	—	—		—	—		(62,116)		—		—		(62,116)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		117	3,524		—		—		—		3,524
Under Vornado's employees' share option plan	—	—		—	7		—		—		—		7
Under Vornado's dividend reinvestment plan	—	—		28	878		—		—		—		878
Contributions	—	—		—	—		—		—		5,609		5,609
Distributions	—	—		—	—		—		—		(54,388)		(54,388)

Deferred compensation units and options	—	—		(2)	588		(85)		—		—		503
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		18,874		—		18,874
Change in fair value of interest rate swaps and other	—	—		—	—		—		190,494		—		190,494
Redeemable Class A unit measurement adjustment	—	—		—	221,145		—		—		—		221,145
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		(16,866)		2,616		(14,250)
Other	—	—		—	(1)		2		(1)		(8)		(8)
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	8,376,882	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED


(Amounts in thousands, except per unit amount)											Non- controlling Interests in Consolidated Subsidiaries
	Preferred Units			Class A Units Owned by Vornado			Earnings Less Than Distributions		Accumulated Other Comprehensive Loss				Total Equity
	Units	Amount		Units	Amount
Balance as of December 31, 2020	48,793	$	1,182,339	191,355	$	8,200,140	$	(2,774,182)	$	(75,099)	$	414,957	$	6,948,155
Net income attributable to Vornado Realty L.P.	—	—		—	—		183,539		—		—		183,539
Net income attributable to redeemable partnership units	—	—		—	—		(7,540)		—		—		(7,540)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		20,826		20,826
Distributions to Vornado ($2.12 per unit)	—	—		—	—		(406,109)		—		—		(406,109)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)	—	—		—	—		(65,880)		—		—		(65,880)
Series O cumulative redeemable preferred units issuance	12,000	291,153		—	—		—		—		—		291,153
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		350	14,576		—		—		—		14,576
Under Vornado's employees' share option plan	—	—		1	22		—		—		—		22
Under Vornado's dividend reinvestment plan	—	—		21	877		—		—		—		877
Contributions	—	—		—	—		—		—		4,052		4,052


Distributions	—	—		—	—		—		—		(160,975)		(160,975)
Conversion of Series A preferred units to Class A units	—	(13)		1	13		—		—		—		—
Deferred compensation units and options	—	—		(4)	906		(114)		—		—		792
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		10,275		—		10,275
Change in fair value of interest rate swaps	—	—		—	—		—		51,337		—		51,337
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	10,283		—		—		—		10,283
Redeemable Class A unit measurement adjustment	—	—		—	(76,073)		—		—		—		(76,073)
Series K cumulative redeemable preferred units called for redemption	(12,000)	(290,967)		—	—		(9,033)		—		—		(300,000)
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		(4,048)		—		(4,048)
Other	—	(53)		—	(3)		(1)		1		32		(24)
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	8,150,741	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	32,888	$	(382,612)	$	207,553
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	457,574		526,306		432,594
Distributions of income from partially owned entities	172,873		184,501		214,521
Net gains on disposition of wholly owned and partially owned assets	(71,199)		(100,625)		(50,770)
Real estate impairment losses	45,007		19,098		7,880
Stock-based compensation expense	43,201		29,249		38,329
Equity in net (income) loss of partially owned entities	(38,689)		461,351		(130,517)
Change in deferred tax liability	17,020		14,005		11,243
Amortization of interest rate cap premiums	10,989		430		11
Straight-lining of rents	(8,808)		(46,177)		8,644
Credit losses on investments	8,269		—		—
Amortization of below-market leases, net	(5,268)		(5,178)		(9,249)
Net realized and unrealized (gain) loss on real estate fund investments	(1,861)		2,589		(4,621)
Return of capital from real estate fund investments	1,861		5,141		5,104
Write-off of lease receivables deemed uncollectible	1,008		872		7,695
Defeasance cost in connection with refinancing of mortgage payable	—		—		23,729
Other non-cash adjustments	8,866		2,660		(3,886)
Changes in operating assets and liabilities:
Real estate fund investments	—		—		(4,474)
Tenant and other receivables	9,379		(4,437)		(187)
Prepaid assets	(12,854)		104,186		30,466
Other assets	(79,110)		(34,615)		(54,716)
Lease liabilities	17,582		15,658		(4,091)
Accounts payable and accrued expenses	10,723		5,718		35,856
Other liabilities	28,701		824		692
Net cash provided by operating activities	648,152		798,944		761,806

Cash Flows from Investing Activities:
Development costs and construction in progress	(552,701)		(737,999)		(585,940)
Proceeds from maturities of U.S. Treasury bills	468,598		597,499		—
Additions to real estate	(211,899)		(159,796)		(149,461)
Proceeds from sales of real estate	123,519		373,264		100,024
Proceeds from repayment of participation in 150 West 34th Street mortgage loan	105,000		—		—
Investments in partially owned entities	(57,297)		(33,172)		(14,997)
Acquisitions of real estate and other	(33,145)		(3,000)		(3,000)
Proceeds from sale of condominium units at 220 Central Park South	24,484		88,019		137,404
Distributions of capital from partially owned entities	18,869		34,417		106,005
Deconsolidation of cash and restricted cash held by a previously consolidated entity	(14,216)		—		—
Purchase of U.S. Treasury bills	—		(1,066,096)		—
Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition)	—		—		(123,936)
Proceeds from repayments of loans receivable	—		—		1,554
Net cash used in investing activities	(128,788)		(906,864)		(532,347)

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Cash Flows from Financing Activities:
Repayments of borrowings	$	(148,000)	$	(1,251,373)	$	(1,584,243)
Contributions from noncontrolling interests in consolidated subsidiaries	132,701		5,609		4,052
Distributions to Vornado	(129,066)		(406,562)		(406,109)
Distributions to preferred unitholders	(62,116)		(62,116)		(65,880)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(38,970)		(84,699)		(190,876)
Repurchase of Class A units owned by Vornado	(29,183)		—		—
Deferred financing costs	(4,424)		(32,706)		(51,184)
Proceeds received from exercise of Vornado stock options and other	146		885		899
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	(25)		(85)		(1,567)
Proceeds from borrowings	—		1,029,773		3,248,007
Purchase of marketable securities in connection with defeasance of mortgage payable	—		—		(973,729)
Redemption of preferred units	—		—		(300,000)
Proceeds from the issuance of preferred units	—		—		291,153
Net cash used in financing activities	(278,937)		(801,274)		(29,477)
Net increase (decrease) in cash and cash equivalents and restricted cash	240,427		(909,194)		199,982
Cash and cash equivalents and restricted cash at beginning of period	1,021,157		1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	$	1,261,584	$	1,021,157	$	1,930,351


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	889,689	$	1,760,225	$	1,624,482
Restricted cash at beginning of period	131,468		170,126		105,887
Cash and cash equivalents and restricted cash at beginning of period	$	1,021,157	$	1,930,351	$	1,730,369

Cash and cash equivalents at end of period	$	997,002	$	889,689	$	1,760,225
Restricted cash at end of period	264,582		131,468		170,126
Cash and cash equivalents and restricted cash at end of period	$	1,261,584	$	1,021,157	$	1,930,351

See notes to consolidated financial statements.

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (excluding capitalized interest) and interest rate cap premiums	$	381,410	$	252,371	$	188,587
Cash payments for income taxes	$	10,365	$	7,947	$	9,155

Non-Cash Information:
Redeemable Class A unit measurement adjustment	$	(138,114)	$	221,145	$	(76,073)
Change in fair value of consolidated interest rate hedges and other	(112,051)		190,494		51,337
Write-off of fully depreciated assets	(82,343)		(278,561)		(123,537)
Accrued capital expenditures included in accounts payable and accrued expenses	52,091		104,750		291,690
Initial investment in Pier 94 joint venture upon contribution of leasehold interest	50,090		—		—
Decrease in assets and liabilities resulting from the deconsolidation of Pier 94:
Real estate	21,693		—		—
Right-of-use assets	7,081		—		—
Lease liabilities	(20,692)		—		—
Additional estimated lease liability arising from the recognition of right-of-use asset	—		350,000		—
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	—		32,604		16,014
Reclassification of assets held for sale (included in "other assets")	—		—		80,005
Increase in assets and liabilities resulting from the consolidation of One Park Avenue:
Real estate	—		—		566,013
Identified intangible assets	—		—		139,545
Mortgages payable	—		—		525,000
Deferred revenue	—		—		18,884
Marketable securities transferred in connection with the defeasance of mortgage payable	—		—		(973,729)
Defeasance of mortgage payable	—		—		950,000

See notes to consolidated financial statements.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P. (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 91.0% 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.

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 Manhattan residential properties;

•Multiple development sites, including 350 Park Avenue, Sunset Pier 94 Studios and the Hotel Pennsylvania site;

•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.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In addition, certain prior year balances have been reclassified in order to conform to the current period presentation.

Recently Issued Accounting Literature

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04 establishing Accounting Standards Codification ("ASC") Topic 848, Reference Rate Reform, and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (collectively, "ASC 848"). ASC 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of ASC 848 to December 31, 2024. ASU 2022-06 is effective immediately for all companies. For our derivatives in hedge accounting relationships, we have utilized the elective relief in ASC 848, allowing for the continuation of hedge accounting through the transition process. As of December 31, 2023, we have transitioned all of our LIBOR-indexed debt and derivatives to SOFR, except for the $500,000,000 mortgage loan on the office condominium of 731 Lexington Avenue, owned by Alexander’s Inc. (in which we have a 32.4% interest), which transitioned to the Prime Rate.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies - continued

Recently Issued Accounting Literature - continued

In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. Prior to the amendment, the FASB did not provide specific authoritative guidance on the initial measurement of assets and liabilities assumed by a joint venture upon its formation. ASU 2023-05 requires a joint venture to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. During the current reporting period, we adopted ASU 2023-05 for newly formed entities meeting the definition of a joint venture. Historically, our joint ventures have recognized net assets contributed at formation at fair value. Adoption of ASU 2023-05 did not have an impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the chief operating decision maker and expands the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

Significant Accounting Policies

Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment, including interest and debt expense, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives of these assets which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.

We assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties, including any related right-of-use ("ROU") assets and intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on information available at the time the analyses are prepared. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates which could differ materially from actual results.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies - continued

Significant Accounting Policies - continued

Partially Owned Entities: We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider (i) whether the entity is a variable interest entity (“VIE”) in which we are the primary beneficiary or (ii) whether the entity is a voting interest entity in which we have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Equity investments that do not qualify for consolidation or equity method accounting are recorded at fair value in accordance with ASC Topic 321, Investments-Equity Securities ("ASC 321") or, if fair value is not readily determinable, are initially recognized at cost and subsequently remeasured if there is an orderly transaction in an identical or similar investment of the same issuer or if the investment is impaired.

Investments in unconsolidated partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value of an investment below its carrying value and we conclude that the decline is other-than-temporary during our intended holding period. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on information available at the time the analyses are prepared. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates which could differ materially from actual results.

220 Central Park South Condominium Units Ready For Sale: Our remaining unsold 220 Central Park South (“220 CPS”) residential condominium units are recognized in “220 Central Park South condominium units ready for sale”. These units have received temporary certificates of occupancy and are carried at the lower of their carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales and is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. As of December 31, 2023 and 2022, none of the 220 CPS condominium units ready for sale had a carrying value that exceeded fair value.

Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit and (ii) Certificate of Deposits placed through an Account Registry Service.

Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements, including for debt service, real estate taxes, property insurance, leasing costs and capital improvements.

Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct and incremental costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies - continued

Significant Accounting Policies - continued

Revenue Recognition:

•Rental revenues include revenues from the leasing of space at our properties to tenants, trade shows, tenant services and parking garage revenues.

•Revenues from the leasing of space at our properties to tenants include (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC Topic 842, Leases (“ASC 842”).

•Revenues from fixed lease payments for operating leases are recognized on a straight-line basis over the non-cancelable term of the lease, together with renewal options that are reasonably certain of being exercised. We commence revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use.

•Revenues derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are variable, and are generally recognized in the same period as the related expenses are incurred.

•We recognize amortization of acquired below-market leases as an increase to rental revenues and amortization of acquired above-market leases as a decrease to rental revenues over the term of the lease (see Note 8 - Identified Intangible Assets and Liabilities).

•Revenues from the operation of trade shows at our properties, primarily derived from booth rentals, are recognized when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.

•Revenues derived from sub-metered electric, service elevator, trash removal and other services provided to our tenants at their request are recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").

•Revenues derived from the operations of our parking facilities, which charge hourly or monthly fees to provide parking services to customers, are recognized as the services are transferred in accordance with ASC 606.

•We classify revenues derived from management, leasing and other contractual agreements (including BMS cleaning, engineering and security services) with third parties or with partially owned entities as “fee and other income” and recognize revenue as the services are transferred in accordance with ASC 606.

We evaluate on an individual lease basis whether it is probable that we will collect substantially all amounts due from our tenants and recognize changes in the collectability assessment of our operating leases as adjustments to rental revenue. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status and publicly available information about the financial condition of the tenant, and other factors. Tenant receivables, including receivables arising from the straight-lining of rents, are written off when management deems that the collectability of substantially all future lease payments from a specific lease is not probable of collection, at which point, the Company will limit future rental revenues to cash received.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies - continued

Significant Accounting Policies - continued

Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100% of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the years ended December 31, 2023 and 2022 were characterized, for federal income tax purposes, as ordinary income under Section 199A of the Internal Revenue Code. Dividends distributed for the year ended December 31, 2021 were characterized for federal income tax purposes as 84.2% ordinary income under Section 199A of the Internal Revenue Code and 15.8% qualified dividend income (taxed as long-term capital gain).

We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates. The Farley Building and our 220 CPS condominium project are held through taxable REIT subsidiaries.

As of December 31, 2023 and 2022, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $7,557,000 and $7,944,000, respectively, which are included in “other assets” on our consolidated balance sheets. As of December 31, 2023 and 2022, our taxable REIT subsidiaries had deferred tax liabilities of $74,721,000 and $54,597,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets relate to net operating loss carry forwards and temporary differences between the book and tax basis of our assets. The deferred tax liabilities relate to temporary differences between the book and tax basis of our assets.

As of December 31, 2023, our taxable REIT subsidiaries have an estimated $162,000,000 of federal net operating loss ("NOL") carryforwards and $259,000,000 of state and local NOL carryforwards, which are reduced by valuation allowances of $144,000,000 for federal NOL carryforwards and $242,000,000 for state and local NOL carryforwards. The NOL carryforwards are subject to certain limitations.

For the year ended December 31, 2023, we recognized $29,222,000 of income tax expense based on an effective tax rate of approximately 47.0%. For the years ended December 31, 2022 and 2021, we recognized $21,660,000 of income tax expense and $10,496,000 of income tax benefit, based on negative effective tax rates of approximately 6.0% and 5.3%, respectively. Income tax (expense) benefit recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 2023 included $11,722,000 of income tax expense resulting from book to tax differences (primarily straight-line rent adjustments and depreciation) on our investment in The Farley Building and $2,168,000 of income tax expense recognized on the sale of 220 CPS condominium units. The year ended December 31, 2022 included $13,665,000 of income tax expense resulting from book to tax differences on our investment in The Farley Building and $6,016,000 of income tax expense recognized on the sale of 220 CPS condominium units. The year ended December 31, 2021 included $27,910,000 of income tax benefit recognized by our taxable REIT subsidiaries, $10,868,000 of income tax expense resulting from book to tax differences on our investment in The Farley Building and $5,711,000 of income tax expense recognized on the sale of 220 CPS condominium units. The Company has no uncertain tax positions recognized as of December 31, 2023 and 2022.

The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.

The estimated taxable income attributable to Vornado common shareholders (unaudited) for the years ended December 31, 2023, 2022 and 2021 was approximately $102,903,000, $398,644,000, and $413,026,000, respectively. The book to tax differences between net income (loss) and estimated taxable income primarily result from differences in the income recognition or deductibility of depreciation and amortization, gain or loss from the sale of real estate and other capital transactions, impairment losses, straight-line rent adjustments, stock option expense and repairs expense related to the tangible property regulations.

The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $1.5 billion lower than the amounts reported in Vornado’s consolidated balance sheet as of December 31, 2023.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Revenue Recognition

Below is a summary of our revenues by segment. Additional 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.


(Amounts in thousands)	For the Year Ended December 31, 2023
	Total		New York		Other
Property rentals	$	1,523,890	$	1,222,229	$	301,661	(1)
Trade shows(2)	20,781		—		20,781
Lease revenues(3)	1,544,671		1,222,229		322,442
Tenant services	42,460		31,086		11,374
Parking revenues	20,355		16,502		3,853
Rental revenues	1,607,486		1,269,817		337,669
BMS cleaning fees	141,937		151,608		(9,671)		(4)
Management and leasing fees	13,040		13,619		(579)
Other income	48,700		17,114		31,586
Fee and other income	203,677		182,341		21,336
Total revenues	$	1,811,163	$	1,452,158	$	359,005

____________________

See notes on following page.


(Amounts in thousands)	For the Year Ended December 31, 2022
	Total		New York		Other
Property rentals	$	1,510,648	$	1,230,851	$	279,797
Trade shows(2)	32,669		—		32,669
Lease revenues(3)	1,543,317		1,230,851		312,466
Tenant services	45,211		33,351		11,860
Parking revenues	19,157		15,979		3,178
Rental revenues	1,607,685		1,280,181		327,504
BMS cleaning fees	137,673		146,530		(8,857)		(4)
Management and leasing fees	11,039		11,645		(606)
Other income	43,598		11,086		32,512
Fee and other income	192,310		169,261		23,049
Total revenues	$	1,799,995	$	1,449,442	$	350,553

____________________

See notes on following page.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Revenue Recognition - continued


(Amounts in thousands)	For the Year Ended December 31, 2021
	Total		New York		Other
Property rentals	$	1,354,209	$	1,071,816	$	282,393
Trade shows(2)	19,482		—		19,482
Lease revenues(3)	1,373,691		1,071,816		301,875
Tenant services	37,449		26,048		11,401
Parking revenues	13,391		11,370		2,021
Rental revenues	1,424,531		1,109,234		315,297
BMS cleaning fees	119,780		126,891		(7,111)		(4)
Management and leasing fees	11,725		12,177		(452)
Other income	33,174		9,297		23,877
Fee and other income	164,679		148,365		16,314
Total revenues	$	1,589,210	$	1,257,599	$	331,611

________________________________________

(1)2023 includes the receipt of a $21,350 tenant settlement, of which $6,405 is attributable to noncontrolling interests.

(2)2022 and 2021 include revenues from The Armory Show. On July 3, 2023, we completed the sale of The Armory Show. See Note 7 - Dispositions for further information.

(3)The components of lease revenues were as follows:


	For the Year Ended December 31,
	2023		2022		2021
Fixed billings	$	1,387,731	$	1,376,527	$	1,277,645
Variable billings	150,045		122,947		108,850
Total contractual operating lease billings	1,537,776		1,499,474		1,386,495
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net	12,756		44,715		(5,109)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible	(5,861)		(872)		(7,695)
Lease revenues	$	1,544,671	$	1,543,317	$	1,373,691

(4)Represents the elimination of BMS cleaning fees related to THE MART and 555 California Street which are included as income in the New York segment.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Real Estate Fund Investments

We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund. The Fund had an initial eight-year term ending February 2019, which has been extended to December 2024, by which time the Fund intends to dispose of its remaining investment and wind down its business. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

Prior to its dissolution on September 29, 2023, we were the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and owned a 57.1% interest in the joint venture which, prior to the transaction described below, owned the 24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. Through our interests in the Fund and the Crowne Plaza Joint Venture, in total we owned an indirect, minority 32.8% interest in the Crowne Plaza Times Square Hotel.

In June 2020, the Fund and the Crowne Plaza Joint Venture (collectively, the "Crowne Plaza Co-Investors") defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. In 2021, the mezzanine lender to the Crowne Plaza Co-Investors exercised its right under the loan documents and appointed an independent director to certain subsidiaries of the Crowne Plaza Co-Investors. Since then, neither we nor the Fund controlled Crowne Plaza Times Square Hotel nor have we or the Fund been involved in making any operating decisions relating to Crowne Plaza Times Square Hotel. In December 2022, the Fund entered into a Restructuring Support Agreement with certain of its subsidiaries and the lender of the loan on the Crowne Plaza Times Square Hotel, pursuant to which the independent director caused the subsidiaries to enter into a Chapter 11 bankruptcy restructuring process and the Fund agreed to work consensually with such subsidiaries and the lender to effectuate a transfer of ownership of the hotel property through a court supervised auction process, or an equitization of the secured loans held by the lender. On March 21, 2023, the bankruptcy court confirmed the subsidiaries' Chapter 11 plan of reorganization, which became effective on March 31, 2023. Following the Chapter 11 reorganization, neither we nor the Fund have any continuing ownership or other interest in the hotel property. As we have no carrying value or contingent liabilities related to Crowne Plaza, there is no impact to our consolidated financial statements for the year ended December 31, 2023.

As investment manager of the Fund, we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital, subject to catch-up and clawback provisions. On December 27, 2023, we made a $14,667,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations.

As of December 31, 2023, we had one real estate fund investment carried at zero on our consolidated balance sheet, $28,815,000 below cost, and had remaining unfunded commitments of $23,074,000, of which our share was $5,769,000.

Below is a summary of income from the Fund and the Crowne Plaza Joint Venture.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Previously recorded unrealized loss on exited investments	$	247,575	$	59,396	$	—
Net realized (loss) income on exited investments	(245,714)		(54,255)		1,364
Net unrealized (loss) income on held investments	—		(7,730)		3,257
Net investment (loss) income	(271)		6,130		6,445
Income from real estate fund investments	1,590		3,541		11,066
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	12,789		(1,870)		(7,309)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	14,379	$	1,671	$	3,757

The table below summarizes the changes in the fair value of the Fund and the Crowne Plaza Joint Venture.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022
Beginning balance	$	—	$	7,730
Previously recorded unrealized loss on exited investments	247,575		59,396
Net realized loss on exited investments	(245,714)		(54,255)
Net unrealized loss on held investments	—		(7,730)
Dispositions	(1,861)		(5,141)


Ending balance	$	—	$	—

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Investments in Partially Owned Entities

Fifth Avenue and Times Square JV

As of December 31, 2023, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties.

We also own $1.828 billion aggregate liquidation preference of preferred equity interests in certain of the Properties. The preferred equity has an annual coupon of 4.25% through April 2024, increasing to 4.75% for the subsequent five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

Fifth Avenue and Times Square JV operates pursuant to a limited partnership agreement (the “Partnership Agreement”) among VRLP, a wholly owned subsidiary of VRLP (“Vornado GP”) and the Investors. Vornado GP is the general partner of Fifth Avenue and Times Square JV. VRLP is jointly and severally liable with Vornado GP for Vornado GP’s obligations under the Partnership Agreement. Pursuant to the Partnership Agreement and the organizational documents of the entities owning the Properties, the Investors or directors of the entities owning the Properties appointed by the Investors, as the case may be, have the right to approve annual business plans and budgets for the Properties and certain other specified major decisions with respect to the Properties and Fifth Avenue and Times Square JV. The Partnership Agreement affords the Investors the right to remove and replace Vornado GP in the event Vornado GP or certain of its affiliates commit fraud or other bad acts in connection with Fifth Avenue and Times Square JV, become bankrupt or insolvent, or default on certain of their respective obligations under the Partnership Agreement (subject to notice and cure periods in certain circumstances). The Partnership Agreement includes (i) remedies for the failure of any partner to make a required capital contribution for necessary expenses and (ii) liquidity provisions, including transfer rights subject to mutual rights of first offer and a mutual buy-sell, customary for similar partnerships. Subject to certain limitations, commencing April 19, 2024, either party may transfer more than 50% or control of their respective interests in Fifth Avenue and Times Square JV or exercise the buy-sell on a Property-by-Property basis. In the event the buy-sell is exercised with respect to any Property in which VRLP holds preferred equity and VRLP is the selling partner in the buy-sell, VRLP may elect whether or not to include its preferred equity in the buy-sell for the Property to be sold.

As of December 31, 2023, the carrying amount of our investment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately $840,300,000, the basis difference primarily resulting from the non-cash impairment losses recognized in prior periods. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as a reduction to depreciation expense over their estimated useful lives.

We receive an annual fee for managing the Properties equal to 2% of the gross revenues from the Properties. In addition, we are entitled to a development fee of 5% of development costs, plus reimbursement of certain costs, for development projects performed by us. We are entitled to 1.5% of development costs, plus reimbursement of certain costs, as a supervisory fee for development projects not performed by us. We provide leasing services for fees calculated based on a percentage of rents, less any commissions paid to third-party real estate brokers, if applicable. We jointly provide leasing services for the retail space with Crown Retail Services LLC, and exclusively provide leasing services for the office space. We recognized property management fee income, included in "fee and other income" on our consolidated statements of income, of $4,587,000, $4,397,000 and $4,297,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

Wholly owned subsidiaries of Vornado provide cleaning, security and engineering services at certain Properties. We recognized income for these services, included in "fee and other income" on our consolidated statements of income, of $4,499,000, $4,571,000 and $3,993,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

We believe, based on comparable fees charged by other real estate companies, that the fees described above are consistent with the market.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Investments in Partially Owned Entities - continued

Alexander’s, Inc

As of December 31, 2023, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of December 31, 2023 and 2022, Alexander’s owed us an aggregate of $715,000 and $801,000, respectively, pursuant to such agreements.

As of December 31, 2023, the market value (“fair value” pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s December 31, 2023 closing share price of $213.57, was $353,259,000, or $265,749,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2023, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $29,524,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income.

We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $365,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.

We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.

Wholly owned subsidiaries of Vornado provide cleaning, engineering, security, and garage management services to certain Alexander’s properties. During the years ended December 31, 2023, 2022 and 2021, we recognized $4,629,000, $4,601,000 and $4,234,000 of income, respectively, for these services.

512 West 22nd Street

825 Seventh Avenue

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Investments in Partially Owned Entities - continued

Sunset Pier 94 Joint Venture

We share control with HPP/BX for major decisions of the joint venture, including decisions regarding development, leasing, operating and capital budgets, and refinancings, and accordingly account for our investment in Pier 94 JV under the equity method.

Vornado and HPP will jointly serve as co-managing members of Pier 94 JV and will provide development and management services to Pier 94 JV through the construction period and subsequent to substantial completion. Fees earned for these services will be split by Vornado and HPP on a 50/50 basis. BMS, our wholly-owned subsidiary, will provide cleaning, security and other services with respect to Sunset Pier 94 Studios.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Investments in Partially Owned Entities – continued

Below is a schedule of our investments in partially owned entities.


(Amounts in thousands)	Percentage Ownership as of December 31, 2023	Balance as of December 31,
		2023		2022
Investments:
Fifth Avenue and Times Square JV (see page 90 for details)	51.5%	$	2,242,972	$	2,272,320
Partially owned office buildings/land(1)	Various	118,558		182,180
Alexander’s (see page 91 for details)	32.4%	87,510		87,796
Other equity method investments(2)	Various	161,518		122,777
		$	2,610,558	$	2,665,073
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street	53.0%	$	(69,899)	$	(65,522)
85 Tenth Avenue	49.9%	(11,330)		(16,006)
		$	(81,229)	$	(81,528)

________________________________________

(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.

(2)Includes interests in Independence Plaza, Pier 94 JV (see page 92 for details), Rosslyn Plaza and others.

(3)Our negative basis results from distributions in excess of our investment.

Below is a schedule of income (loss) from partially owned entities.


(Amounts in thousands)	Percentage Ownership as of December 31, 2023	For the Year Ended December 31,
		2023		2022		2021
Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 90 for details):
Equity in net income(1)	51.5%	$	35,209	$	55,248	$	47,144
Return on preferred equity, net of our share of the expense		37,416		37,416		37,416
Non-cash impairment loss		—		(489,859)		—
		72,625		(397,195)		84,560

Alexander's (see page 91 for details):
Equity in net income	32.4%	15,441		18,439		20,116
Management, leasing and development fees		5,238		4,534		5,429
Net gain on sale of land		16,396		—		14,576
		37,075		22,973		40,121

Partially owned office buildings(2)(3)	Various	(73,589)		(110,261)		6,384

Other equity method investments(3)(4)	Various	2,578		23,132		(548)

		$	38,689	$	(461,351)	$	130,517

________________________________________

(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)Includes interests in Independence Plaza, Rosslyn Plaza and others. 2022 includes $17,185 of net gains from dispositions of two investments.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities.


(Amounts in thousands)	Percentage Ownership as of December 31, 2023	Maturity(1)	Weighted Average Interest Rate as of December 31, 2023(2)	100% Partially Owned Entities’ Debt(3) as of December 31,
				2023		2022
Mortgages Payable:
Partially owned office buildings(4)	Various	2024-2029	5.45%	$	3,275,098	$	3,288,977
Alexander's	32.4%	2024-2027	4.48%	1,096,544		1,096,544
Fifth Avenue and Times Square JV	51.5%	2024-2028	5.92%	855,476		921,000
Other(5)	Various	2024-2032	5.16%	1,365,954		1,377,492

________________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)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.

(3)All amounts are non-recourse to us except (i) the $500,000 mortgage loan on 640 Fifth Avenue, included in the Fifth Avenue and Times Square JV, and (ii) the $300,000 mortgage loan on 7 West 34th Street.

(4)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.

(5)Includes interests in Independence Plaza, Pier 94 JV (see page 92 for details), Rosslyn Plaza and others.

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,654,701,000 and $2,697,226,000 as of December 31, 2023 and 2022, respectively.

Summary of Condensed Combined Financial Information

The following is a summary of condensed combined financial information for all of our partially owned entities.


(Amounts in thousands)	As of December 31,
	2023		2022
Balance Sheet:
Assets	$	11,533,000	$	12,012,000
Liabilities	7,326,000		7,519,000
Noncontrolling interests	1,907,000		2,095,000
Equity	2,300,000		2,398,000


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Income Statement:
Total revenue	$	1,132,000	$	1,189,000	$	1,184,000
Net income (loss)	34,000		(404,000)		190,000
Net (loss) income attributable to the entities	(40,000)		(483,000)		114,000

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. 350 Park Avenue

Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. In the first quarter of 2023, we commenced revenue recognition of the master lease. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

From October 2024 to June 2030, KG will have the option to either:

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.

7. Dispositions

The Armory Show

Manhattan Retail Properties Sale

220 Central Park South

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily in-place and above-market leases) and liabilities (primarily below-market leases).


(Amounts in thousands)	Balance as of December 31,
	2023		2022
Identified intangible assets:
Gross amount	$	225,671	$	237,777
Accumulated amortization	(98,589)		(98,139)
Total, net	$	127,082	$	139,638
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	206,771	$	244,396
Accumulated amortization	(178,282)		(208,592)
Total, net	$	28,489	$	35,804

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $5,268,000, $5,178,000 and $9,249,000 for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2024 is below:


(Amounts in thousands)
2024	$	2,451
2025	964
2026	321
2027	(148)
2028	(47)

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $8,342,000, $10,516,000 and $7,330,000 for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2024 is below:


(Amounts in thousands)
2024	$	6,843
2025	5,810
2026	5,615
2027	5,308
2028	4,173

9. Debt

Secured Debt

150 West 34th Street

1290 Avenue of the Americas

On June 29, 2023, we entered into a forward two-year 1.00% SOFR interest rate cap arrangement for the $950,000,000 SOFR plus 1.62% mortgage loan. We made a $63,100,000 up-front payment (of which $18,930,000 is attributable to noncontrolling interests), which was recorded to “other assets” on our consolidated balance sheets. The forward cap was effective upon the November 2023 expiration of the previous 3.89% SOFR interest rate cap.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Debt - continued

The following is a summary of our debt:


(Amounts in thousands)	Weighted Average Interest Rate as of December 31, 2023(1)	Balance as of December 31,
		2023		2022
Mortgages Payable:
Fixed rate(2)	3.42%	$	4,518,200	$	3,570,000
Variable rate(3)	6.23%	1,211,415		2,307,615
Total	4.01%	5,729,615		5,877,615
Deferred financing costs, net and other		(41,595)		(48,597)
Total, net		$	5,688,020	$	5,829,018
Unsecured Debt:
Senior unsecured notes	3.02%	$	1,200,000	$	1,200,000
Deferred financing costs, net and other		(6,127)		(8,168)
Senior unsecured notes, net		1,193,873		1,191,832

Unsecured term loan	4.79%	800,000		800,000
Deferred financing costs, net and other		(5,441)		(6,807)
Unsecured term loan, net		794,559		793,193

Unsecured revolving credit facilities	3.87%	575,000		575,000

Total, net		$	2,563,432	$	2,560,025

________________________________________

(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. See Note 15 - Fair Value Measurements for further information on our consolidated hedging instruments.

(2)Includes variable rate mortgages 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.

The net carrying amount of properties collateralizing the above indebtedness amounted to $5.9 billion as of December 31, 2023.

As of December 31, 2023, the principal maturities of mortgages payable and unsecured debt, including as-of-right extension options, for the next five years and thereafter are as follows:


(Amounts in thousands)	Mortgages Payable		Unsecured Debt
Year Ended December 31,
2024	$	169,815	$	—
2025	879,800		450,000
2026	525,000		400,000
2027	1,580,000		1,375,000
2028	2,225,000		—
Thereafter	350,000		350,000

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Redeemable Noncontrolling Interests

Redeemable Noncontrolling Partnership Units

Redeemable noncontrolling partnership units are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period-to-period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and a distribution made to a Class A unitholder is equal to the dividend paid to a Vornado common shareholder.

Below are the details of redeemable noncontrolling partnership units.


(Amounts in thousands, except units and per unit amounts)	Balance as of December 31,						Units Outstanding as of December 31,		Per Unit Liquidation Preference		Preferred or Annual Distribution Rate
Unit Series	2023			2022			2023	2022
Common:
Class A units held by third parties	$	480,251	(1)	$	345,157	(1)	17,000,030	14,416,891	n/a		$	0.675

Perpetual Preferred/Redeemable Preferred:
3.25% D-17 Cumulative Redeemable(2)	$	3,535		$	3,535		141,400	141,400	$	25.00	$	0.8125

________________________________________

(1)As of December 31, 2023 and 2022, the aggregate redemption value of redeemable Class A units of the Operating Partnership, was $480,251,000 and $300,015,000, respectively, based on Vornado’s quarter-end closing common share price.

(2)Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.

Below is a table summarizing the activity of redeemable noncontrolling partnership units.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022
Beginning balance	$	348,692	$	590,975
Net income (loss)	3,361		(30,376)
Other comprehensive (loss) income	(9,340)		14,250
Distributions	(10,783)		(30,311)
Redemption of Class A units for Vornado common shares, at redemption value	(8,489)		(3,524)
Redeemable Class A unit measurement adjustment	138,114		(221,145)
Other, net	22,231		28,823
Ending balance	$	483,786	$	348,692

Redeemable noncontrolling partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity. Accordingly, the fair value of these units is included as a component of "other liabilities" on our consolidated balance sheets and aggregated $49,386,000 and $49,383,000 as of December 31, 2023 and 2022, respectively. Changes in the value from period-to-period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

Redeemable Noncontrolling Interest in a Consolidated Subsidiary

A consolidated joint venture in which we own a 95% interest, developed and owns the Farley Building (the "Farley Project"). During 2020, a historic tax credit investor (the "Tax Credit Investor") funded $92,400,000 of capital contributions to the Farley Project and on December 22, 2023, the Tax Credit Investor funded an additional $112,668,000 of capital contributions.

The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Farley Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheets. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period-to-period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the years ended December 31, 2023 and 2022.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Redeemable Noncontrolling Interests - continued

Redeemable Noncontrolling Interest in a Consolidated Subsidiary - continued

Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.


	For the Year Ended December 31,
(Amounts in thousands)	2023		2022
Beginning balance	$	88,040	$	97,708
Net loss	(39,385)		(9,668)
Contributions	112,668		—
Distributions	(6,661)		—
Ending balance	$	154,662	$	88,040

11. Shareholders' Equity/Partners' Capital

Common Shares (Vornado Realty Trust)

As of December 31, 2023, there were 190,390,703 common shares outstanding. During 2023, we paid an aggregate of $129,066,000 of common dividends at an annual rate of $0.675 per share.

Class A Units (Vornado Realty L.P.)

As of December 31, 2023, there were 190,390,703 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2023, there were 17,000,030 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (see Note 10 – Redeemable Noncontrolling Interests). During 2023, the Operating Partnership paid an aggregate of $129,066,000 of distributions to Vornado at an annual rate of $0.675 per unit.

Share Repurchase Program

On April 26, 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. 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.

The Operating Partnership repurchased Class A units from Vornado equivalent to the number and price of common shares repurchased by Vornado during the same periods.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Shareholders' Equity/Partners' Capital - continued

Preferred Shares/Units

The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership outstanding as of December 31, 2023 and 2022. During 2023, we paid $62,116,000 in preferred dividends.


(Amounts in thousands, except share/unit and per share/per unit amounts)
				Per Share/Unit
Preferred Shares/Units	Balance		Shares/Units Outstanding	Liquidation Preference		Annual Dividend/ Distribution(1)
Convertible Preferred:
6.5% Series A: authorized 12,902 shares/units(2)	$	920	12,902	$	50.00	$	3.25
Cumulative Redeemable Preferred(3):
5.40% Series L: authorized 13,800,000 shares/units	290,306		12,000,000	25.00		1.35
5.25% Series M: authorized 13,800,000 shares/units	308,946		12,780,000	25.00		1.3125
5.25% Series N: authorized 12,000,000 shares/units	291,134		12,000,000	25.00		1.3125
4.45% Series O: authorized 12,000,000 shares/units	291,153		12,000,000	25.00		1.1125
	$	1,182,459	48,792,902

________________________________________

(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.

(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A preferred share/unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A preferred share/unit.

(3)Series L and Series M preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. Series N preferred shares/units are redeemable commencing November 2025 and Series O preferred shares/units are redeemable commencing September 2026, each at a redemption price of $25.00 per share/unit.

12. Stock-based Compensation

Vornado’s 2023 Omnibus Share Plan provides the Compensation Committee of Vornado’s Board of Trustees (the “Compensation Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted Vornado common shares, restricted Operating Partnership units (“LTIP Units”), out-performance plan awards (“OPP Units”), appreciation-only long-term incentive plan units (“AO LTIP Units”), performance conditioned appreciation-only long-term incentive plan units (“Performance AO LTIP Units”), and long-term performance plan units (“LTPP Units”) to certain of our employees and officers. Vornado’s 2023 Omnibus Share Plan was approved on May 18, 2023, as discussed on the following page.

We account for forfeitures as they occur and any previously recognized compensation cost is reversed in the period that an award is forfeited. Below is a summary of our stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
LTIP Units	$	22,179	$	21,086	$	27,698
Performance AO LTIP Units	11,426		94		219
LTPP Units	7,189		5,145		—
OPP Units	1,992		1,906		8,629
Vornado stock options	162		296		456
Vornado restricted stock	159		292		450
AO LTIP Units	94		430		877
	$	43,201	$	29,249	$	38,329

Below is a summary of unrecognized stock-based compensation expense as of December 31, 2023.


(Amounts in thousands)	As of December 31, 2023		Weighted-Average Remaining Amortization Period
Performance AO LTIP Units	$	37,284	2.1
LTIP Units	29,550		1.9
LTPP Units	5,004		1.6
OPP Units	1,206		1.3




	$	73,044	2.0

100

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Stock-based Compensation - continued

On May 18, 2023, our shareholders approved the 2023 Omnibus Share Plan (the “Plan”), which replaced the 2019 Omnibus Share Plan. Under the Plan, awards may be granted up to a maximum 10,800,000 shares, if all awards granted are Full Value awards, as defined in the Plan, and up to 21,600,000 shares, if all of the awards granted are Not Full Value Awards, as defined in the Plan. Full Value Awards are securities that have a value equivalent to the underlying Vornado common share or Class A unit of the Operating Partnership, such as restricted Vornado common shares or LTIP Units. Vornado stock options, AO LTIP Units and Performance AO LTIP Units are Not Full Value Awards; these securities require the payment of an exercise price. As of December 31, 2023, Vornado has approximately 1,217,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.

LTPP Units

LTPP Units are multi-year, LTIP units-based performance equity compensation plans. On January 11, 2023, the Compensation Committee approved the 2023 Long-Term Performance Plan (“2023 LTPP”). Awards under the 2023 LTPP are bifurcated between operational performance (50%) and relative performance (50%) measurements and may be earned at specified threshold, target and maximum levels.

The operational component awards may be earned based on Vornado’s 2023 operational performance in the following categories:

•FFO, as adjusted per share (75% weighting); and

•ESG performance metrics consisting of greenhouse emissions reductions, GRESB score and Green Building Certification (LEED) achievements (aggregate 25% weighting).

Any LTPP award units tentatively earned based on Vornado’s 2023 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30% if Vornado’s three-year total shareholder return (“TSR”) is below specified levels.

Awards under relative components may be earned based on Vornado’s three-year TSR, measured against the Dow Jones U.S. Real Estate Office Index (50% weighting) and a Northeast peer group custom index (50% weighting). Awards earned under the relative component of the 2023 LTPP are subject to reductions of up to 30% if Vornado’s three-year TSR is below specified levels.

If the designated performance objectives are achieved, awards earned under 2023 LTPP will vest 50% in January 2026 and 50% in January 2027. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2023 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

LTPP Units granted during the years ended December 31, 2023 and 2022 had grant date fair values of $9,491,000 and $7,847,000, respectively. During the years ended December 31, 2023 and 2022, $4,670,000 and $4,033,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).

OPP Units

OPP Units are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units of the Operating Partnership if, and only if, Vornado outperforms a predetermined TSR and/or outperforms the market with respect to a relative TSR during the four-year performance period. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.

OPP units granted during the year ended December 31, 2021 had a total notional value of $30,000,000 and a fair value of $9,950,000, of which $6,140,000 was immediately expensed on the grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).

On March 30, 2023, the outstanding OPP Units issued in 2020 were forfeited as the requirements were not satisfied.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Stock-based Compensation – continued

Vornado Stock Options

Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over four years and expire ten years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.

Below is a summary of Vornado’s stock option activity for the year ended December 31, 2023.


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding as of December 31, 2022	176,705	$	65.35


Forfeited	(1,058)	52.30
Expired	(17,546)	64.56
Outstanding as of December 31, 2023	158,101	$	65.52	4.17
Options exercisable as of December 31, 2023	144,361	$	66.78	3.99

There were no Vornado stock options granted during the years ended December 31, 2023, 2022 and 2021.

There were no Vornado stock options exercised during the year ended December 31, 2023. Cash received from Vornado stock option exercises for the years ended December 31, 2022 and 2021 was $7,000 and $22,000, respectively. The total intrinsic value of Vornado stock options exercised during the years ended December 31, 2022 and 2021 was $842 and $5,500, respectively. As of December 31, 2023, the aggregate intrinsic value of outstanding and exercisable Vornado stock options was $0.

Performance AO LTIP Units

Performance AO LTIP Units are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A Operating Partnership units in the same manner as AO LTIP Units until ten years from the date of grant.

On January 14, 2023, the outstanding Performance AO LTIP Units issued in 2019 expired as the performance conditions were not satisfied.

On June 29, 2023, the Committee granted 14,368,750 Performance AO LTIP Units to a broad group of employees of the Company including its named executive officers (as identified in the Company’s proxy statement for its 2023 Annual Meeting of Shareholders). Each Performance AO LTIP Unit is potentially convertible into a number of Class A Units, determined by reference to the excess of the closing market price of Vornado common shares on the NYSE on the date of conversion over $16.87. The Performance AO LTIP Units can be converted until the 10th anniversary of the grant date, subject to satisfaction of the vesting and performance conditions described below.

The Performance AO LTIP Units will vest with respect to 20% on the 3rd anniversary of the Grant Date, and the remaining 80% will vest on the 4th anniversary of the Grant Date, subject to the recipient’s continued employment with the Company, and subject to the following performance conditions:

•No Performance AO LTIP Units are earned if the Applicable Price (defined below) is less than $21.0875 per share.

•At an Applicable Price of $21.0875 per share (a 25% increase above the Grant Date share price), 33% of the Performance AO LTIP Units are earned.

•At an Applicable Price of $25.3050 per share (a 50% increase above the Grant Date share price), 67% of the Performance AO LTIP Units are earned.

•At an Applicable Price of $29.5225 per share (a 75% increase above the Grant Date share price), 100% of the Performance AO LTIP Units are earned.

Linear interpolation applies for Applicable Prices between $21.0875 and $29.5225. “Applicable Price” means the highest average consecutive 20-trading day closing share price for Vornado’s common shares during the 10 years following the Grant Date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Stock-based Compensation – continued

Performance AO LTIP Units - continued

Performance AO LTIP Units granted during the year ended December 31, 2023 had a fair value of $48,710,000. The fair value of each Performance AO LTIP Unit granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2023:


															As of December 31, 2023

Expected volatility															33%
Risk free interest rate															4%
Expected dividend yield															6%

Below is a summary of Performance AO LTIP Units activity for the year ended December 31, 2023.


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding as of December 31, 2022	496,762	$	62.62
Expired	(496,762)	62.62
Granted	14,368,750	16.87


Outstanding as of December 31, 2023	14,368,750	$	16.87	9.5
Options exercisable as of December 31, 2023	—	$	—	—

As of December 31, 2023, the aggregate intrinsic value of outstanding Performance AO LTIP Units was $153,748,000.

AO LTIP Units

AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units. AO LTIP Units have a term of ten years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit. Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.

Below is a summary of AO LTIP Units activity for the year ended December 31, 2023.


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding as of December 31, 2022	565,664	$	59.93


Forfeited	(3,797)	52.40
Expired	(20,053)	59.62
Outstanding as of December 31, 2023	541,814	$	59.99	5.24
Options exercisable as of December 31, 2023	499,882	$	60.63	5.16

There were no AO LTIP Units granted during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the aggregate intrinsic value of outstanding and exercisable AO LTIP Units was $0.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Stock-based Compensation – continued

LTIP Units

LTIP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over a period of three to four years, and are subject to a taxable book-up event, as defined. Compensation expense related to LTIP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested LTIP Units amounted to $1,302,000, $2,197,000 and $2,634,000 in the years ended December 31, 2023, 2022 and 2021, respectively.

On June 29, 2023, the Committee granted 2,394,801 LTIP Units to a broad group of employees of the Company including its named executive officers (as identified in the Company’s proxy statement for its 2023 Annual Meeting of Shareholders). The LTIP Units vest in two equal installments on the 3rd and 4th anniversaries of the grant date, respectively, subject to the recipient’s continued employment with the Company as of such dates, with each vesting tranche subject to an additional one-year post-vesting transfer restriction. The fair value of each LTIP Unit was based on the market value of Vornado’s common shares on the grant date less a discount for post-vesting transfer restrictions.

Below is a summary of restricted LTIP unit activity for the year ended December 31, 2023.


Unvested Units	Units	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2022	985,916	$	49.41
Granted	3,110,000	14.62
Vested	(825,882)	45.04
Forfeited	(59,875)	27.15

Unvested as of December 31, 2023	3,210,159	17.24

LTIP Units granted in 2023, 2022 and 2021 had a fair value of $45,468,000, $15,446,000 and $26,194,000, respectively. The fair value of LTIP Units that vested during the years ended December 31, 2023, 2022 and 2021 was $37,198,000, $25,158,000 and $36,541,000, respectively.

Vornado Restricted Stock

Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $2,000, $18,000 and $35,000 for the years ended December 31, 2023, 2022 and 2021, respectively.

Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2023.


Unvested Shares	Shares	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2022	8,379	$	55.64

Vested	(5,093)	57.17
Forfeited	(239)	53.31
Unvested as of December 31, 2023	3,047	53.26

There were no Vornado restricted stock awards granted during the years ended December 31, 2023, 2022 and 2021. The fair value of restricted stock that vested during the years ended December 31, 2023, 2022 and 2021 was $291,000, $428,000 and $567,000, respectively.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. Income (Loss) Per Share/Income (Loss) Per Class A Unit

Vornado Realty Trust

Basic net income (loss) per common share is computed by dividing (i) net income (loss) attributable to common stockholders after allocation of dividends and undistributed earnings to participating securities by (ii) the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the dilutive impact of potential common shares and is computed after allocation of earnings to participating securities. Vornado’s participating securities include unvested restricted common shares. Employee stock options, OPP Units, AO LTIP Units, Performance AO LTIP Units and LTPP Units are included in the calculation of diluted income per share using the treasury stock method, if the effect is dilutive. Series A convertible preferred shares, Series G-1 through G-4 convertible preferred units, and Series D-13 redeemable preferred units, are included in the calculation of diluted income per share using the if-converted method, if the effect is dilutive. Net income (loss) is allocated to redeemable Class A units of the Operating Partnership on a one-for-one basis with Vornado common shares. As such, redemption of these units for Vornado common shares would not have a dilutive effect on income (loss) per common share.


(Amounts in thousands, except per share amounts)	For the Year Ended December 31,
	2023		2022		2021
Numerator:
Net income (loss) attributable to Vornado	$	105,494	$	(346,499)	$	175,999
Preferred share dividends	(62,116)		(62,116)		(65,880)
Series K preferred share issuance costs	—		—		(9,033)
Net income (loss) attributable to common shareholders	43,378		(408,615)		101,086
Distributions and earnings allocated to unvested participating securities	(2)		(18)		(34)
Numerator for basic and diluted income (loss) per common share	$	43,376	$	(408,633)	$	101,052

Denominator:
Denominator for basic income (loss) per common share - weighted average shares	191,005		191,775		191,551
Effect of dilutive securities(1):
Share-based awards	851		—		571
Denominator for diluted income (loss) per common share - weighted average shares and assumed conversions	191,856		191,775		192,122

Income (loss) per common share:
Basic	$	0.23	$	(2.13)	$	0.53
Diluted	$	0.23	$	(2.13)	$	0.53

____________________

(1)The calculation of diluted income (loss) per common share for the years ended December 31, 2023, 2022, and 2021 excluded weighted average potential common shares of 3,458, 1,706, and 164, respectively, as their effect was antidilutive.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. Income (Loss) Per Share/Income (Loss) Per Class A Unit – continued

Vornado Realty L.P.

Basic net income (loss) per Class A unit is computed by dividing (i) net income (loss) attributable to Class A unitholders after allocation of distributions and undistributed earnings to participating securities by (ii) the weighted average number of Class A units outstanding for the period. Diluted earnings per share reflects the dilutive impact of potential Class A units and is computed after allocation of earnings to participating securities. VRLP’s participating securities include unvested LTIP Units and LTPP Units for which the applicable performance vesting conditions were satisfied. Equity awards subject to market and/or performance vesting conditions, including Vornado stock options, OPP Units, AO LTIP Units, Performance AO LTIP Units and LTPP Units, are included in the calculation of diluted income per Class A unit using the treasury stock method. Convertible securities, including Series A convertible preferred shares, Series G-1 through G-4 convertible preferred units, and Series D-13 redeemable preferred units, are included in the calculation of diluted income per Class A unit using the if-converted method, if dilutive.


(Amounts in thousands, except per unit amounts)	For the Year Ended December 31,
	2023		2022		2021
Numerator:
Net income (loss) attributable to Vornado Realty L.P.	$	108,855	$	(376,875)	$	183,539
Preferred unit distributions	(62,231)		(62,231)		(66,035)
Series K preferred unit issuance costs	—		—		(9,033)
Net income (loss) attributable to Class A unitholders	46,624		(439,106)		108,471
Distributions and earnings allocated to participating securities	(1,323)		(2,215)		(2,668)
Numerator for basic and diluted income (loss) per Class A unit	$	45,301	$	(441,321)	$	105,803

Denominator:
Denominator for basic income (loss) per Class A unit – weighted average units	205,105		205,315		204,728
Effect of dilutive securities(1):
Unit-based awards	851		—		916
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions	205,956		205,315		205,644

Income (loss) per Class A unit:
Basic	$	0.22	$	(2.15)	$	0.52
Diluted	$	0.22	$	(2.15)	$	0.51

____________________

(1)The calculation of diluted income (loss) per Class A unit for the years ended December 31, 2023, 2022, and 2021 excluded weighted average potential Class A units of 3,458, 1,706, and 164, respectively, as their effect was antidilutive.

14. Variable Interest Entities

Unconsolidated VIEs

As of December 31, 2023 and 2022, we had several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 5 – Investments in Partially Owned Entities). As of December 31, 2023 and 2022, the carrying amount of assets related to our unconsolidated VIEs was $109,220,000 and $68,223,000, respectively, included in “investments in partially owned entities” on our consolidated balance sheets. Our maximum exposure to loss from our unconsolidated VIEs as of December 31, 2023 and 2022 was $196,394,000 and $68,223,000, respectively, which includes our completion guarantee provided to the lender of the Pier 94 JV in 2023.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Farley joint venture and certain properties that have noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

As of December 31, 2023, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,901,150,000 and $2,735,826,000 respectively. As of December 31, 2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,423,995,000 and $2,345,726,000, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements

ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities as well as certain U.S. Treasury securities that are highly liquid and are actively traded in secondary markets; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) investments in U.S. Treasury bills (classified as available-for-sale), (ii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iii) loans receivable for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10"), (iv) interest rate swaps and caps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.


(Amounts in thousands)	As of December 31, 2023
	Total		Level 1		Level 2		Level 3
Deferred compensation plan assets ($26,363 included in restricted cash and $78,883 in other assets)	$	105,246	$	58,956	$	—	$	46,290
Loans receivable (included in investments in partially owned entities)	32,984		—		—		32,984
Interest rate swaps and caps designated as a hedge (included in other assets)	138,772		—		138,772		—
Interest rate caps not designated as a hedge (included in other assets)	4,154		—		4,154		—
Total assets	$	281,156	$	58,956	$	142,926	$	79,274

Mandatorily redeemable instruments (included in other liabilities)	$	49,386	$	49,386	$	—	$	—
Interest rate swaps designated as a hedge (included in other liabilities)	7,239		—		7,239		—
Interest rate caps not designated as a hedge (included in other liabilities)	4,092		—		4,092		—
Total liabilities	$	60,717	$	49,386	$	11,331	$	—


(Amounts in thousands)	As of December 31, 2022
	Total		Level 1		Level 2		Level 3
Investments in U.S. Treasury bills(1)	$	471,962	$	471,962	$	—	$	—
Deferred compensation plan assets ($7,763 included in restricted cash and $88,559 in other assets)	96,322		57,406		—		38,916
Loans receivable ($50,091 included in investments in partially owned entities and $4,306 in other assets)	54,397		—		—		54,397
Interest rate swaps and caps designated as a hedge (included in other assets)	183,804		—		183,804		—
Interest rate caps not designated as a hedge (included in other assets)	5,994		—		5,994		—
Total assets	$	812,479	$	529,368	$	189,798	$	93,313

Mandatorily redeemable instruments (included in other liabilities)	$	49,383	$	49,383	$	—	$	—
Interest rate caps not designated as a hedge (included in other liabilities)	2,741		—		2,741		—
Total liabilities	$	52,124	$	49,383	$	2,741	$	—

____________________

(1)During the year ended December 31, 2023, we realized proceeds of $477,000 from maturing U.S. Treasury bills.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements - continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022
Beginning balance	$	38,916	$	45,016
Purchases	7,855		4,507
Sales	(5,080)		(9,941)
Realized and unrealized gains (losses)	982		(3,781)
Other, net	3,617		3,115
Ending balance	$	46,290	$	38,916

Loans Receivable

Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10. These investments are classified as Level 3.

Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable.


	As of
	December 31, 2023	December 31, 2022
Unobservable quantitative inputs (range and weighted average):
Discount rates	8.0%	7.5%
Terminal capitalization rates	5.5%	5.5%

The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.


(Amounts in thousands)	For the Year Ended December 31,
	2023			2022
Beginning balance	$	54,397		$	50,182
Credit losses	(26,155)		(1)	—
Interest accrual	5,153			4,748
Paydowns	(411)			(533)
Ending balance	$	32,984		$	54,397

____________________

(1)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. The loss was included in “income (loss) from partially owned entities” on our consolidated statements of income for the year ended December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements - continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Derivatives and Hedging

We use derivative instruments principally to reduce our exposure to interest rate increases. We do not enter into or hold derivative instruments for speculative trading purposes. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Changes in the fair value of our cash flow hedges are recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of hedging instruments and hedged items, but will have no effect on cash flows. Cash payments and receipts related to our interest rate hedges are classified as operating activities and included within our disclosure of cash paid for interest on our consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of December 31, 2023 and 2022, respectively.


(Amounts in thousands)	As of December 31, 2023									As of December 31, 2022
	Notional Amount			All-In Swapped Rate	Swap/Cap Expiration Date	Fair Value Asset		Fair Value Liability		Fair Value Asset
Interest rate swaps:
555 California Street mortgage loan:
In-place swap	$	840,000	(1)	2.29%	05/24	$	15,494	$	—	$	49,888
Forward swap (effective 05/24)	840,000		(1)	6.03%	05/26	—		6,091		—
770 Broadway mortgage loan	700,000			4.98%	07/27	20,306		—		29,226
PENN 11 mortgage loan:
In-place swap	500,000			2.22%	03/24	4,702		—		26,587
Forward swap (effective 03/24)	250,000		(2)	6.34%	10/25	—		1,148		—
Unsecured revolving credit facility	575,000			3.87%	08/27	17,064		—		24,457
Unsecured term loan(3)	700,000			4.52%	(3)	11,089		—		21,024
100 West 33rd Street mortgage loan	480,000			5.06%	06/27	3,550		—		6,886
888 Seventh Avenue mortgage loan	200,000		(4)	4.76%	09/27	4,340		—		6,544
4 Union Square South mortgage loan	98,200		(5)	3.74%	01/25	2,327		—		4,050
Interest rate caps:
1290 Avenue of the Americas mortgage loan	950,000			(6)	11/25	53,784		—		7,590
One Park Avenue mortgage loan	525,000			(7)	03/25	5,297		—		5,472
Various mortgage loans						819		—		2,080
						$	138,772	$	7,239	$	183,804

________________________________________

(1)Represents our 70.0% share of the $1.2 billion mortgage loan. In March 2023, we entered into the forward swap arrangement detailed above.

(3)Represents the aggregate fair value of various interest rate swap arrangements to hedge interest payments on our unsecured term loan, which matures in December 2027. The impact of these interest rate swap arrangements is detailed below:


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+129)

Through 07/25	$	700,000	4.52%	$	100,000
07/25 through 10/26	550,000		4.35%	250,000
10/26 through 08/27	50,000		4.03%	750,000

2022 includes the fair value of a $100,000 notional swap which expired in October 2023.

(4)The remaining $59,800 mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (7.14% as of December 31, 2023).

(5)The remaining $21,800 mortgage loan balance bears interest at a floating rate of SOFR plus 1.50% (6.84% as of December 31, 2023).

(6)Current SOFR strike rate of 1.00%. 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 for further information.

(7)Current SOFR cap strike rate of 3.89%. In March 2023, we entered into a forward cap arrangement which is effective upon the March 2024 expiration of the current in-place cap and expires in March 2025. The forward cap has a SOFR strike rate of 3.89%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements - continued

Fair Value Measurements on a Nonrecurring Basis

During the years ended December 31, 2023 and 2022, we recognized impairment losses on certain real estate investments. The following table sets forth the details of our impairment losses.


(Amounts in thousands)	As of and For The Years Ended
	December 31, 2023					December 31, 2022
	Aggregate Fair Value		Impairment Losses			Aggregate Fair Value		Impairment Losses
Consolidated real estate assets	$	55,097	$	45,007	(1)	$	80,008	$	19,098
Investments in partially owned entities	21,473		29,344		(2)	2,272,320		583,212		(3)
	$	76,570	$	74,351		$	2,352,328	$	602,310

________________________________________

(1)Includes $22,176 attributable to noncontrolling interests.

(2)Excludes a $21,114 impairment loss on advances made for our interest in a joint venture.

(3)Includes $6,822 attributable to noncontrolling interests.

The fair value of these assets was measured using discounted cash flow analyses and level 3 inputs. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate assets.


	As of
	December 31, 2023		December 31, 2022
Unobservable Quantitative Input	Range	Weighted Average	Range	Weighted Average
Discount rates	7.50% - 8.00%	7.99%	7.50% - 8.00%	7.52%
Terminal capitalization rates	5.50%	5.50%	4.75% - 5.50%	4.78%

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments.


(Amounts in thousands)	As of December 31, 2023					As of December 31, 2022
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	$	825,720		$	826,000	$	402,903		$	403,000
Debt:
Mortgages payable	$	5,729,615		$	5,569,000	$	5,877,615		$	5,697,000
Senior unsecured notes	1,200,000			1,069,000		1,200,000			1,021,000
Unsecured term loan	800,000			800,000		800,000			800,000
Unsecured revolving credit facilities	575,000			575,000		575,000			575,000
Total	$	8,304,615	(1)	$	8,013,000	$	8,452,615	(1)	$	8,093,000

________________________________________

(1)Excludes $53,163 and $63,572 of deferred financing costs, net and other as of December 31, 2023 and 2022, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Impairment losses, Transaction Related Costs and Other

The following table sets forth the details of impairment losses, transaction related costs and other:


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Real estate impairment losses(1)	$	45,007	$	19,098	$	7,880
Transaction related costs and other	5,684		12,624		5,935

	$	50,691	$	31,722	$	13,815

________________________________________

(1)See Note 15 - Fair Value Measurements for additional information. 2023 includes $22,176 of impairment loss attributable to noncontrolling interests.

17. Interest and Other Investment Income, Net

The following table sets forth the details of interest and other investment income, net:


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021





Interest on cash and cash equivalents and restricted cash	$	44,786	$	7,553	$	284
Credit losses on investments	(8,269)		—		—
Amortization of discount on investments in U.S. Treasury bills	3,829		7,075		—
Interest on loans receivable	1,351		5,006		2,517
Other, net	—		235		1,811
	$	41,697	$	19,869	$	4,612

18. Interest and Debt Expense

The following table sets forth the details of interest and debt expense:


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Interest expense (1)	$	368,984	$	277,046	$	249,169
Capitalized interest and debt expense	(43,062)		(19,085)		(38,320)
Amortization of deferred financing fees	23,301		21,804		20,247
	$	349,223	$	279,765	$	231,096

________________________________________

(1)2021 includes $23,729 of defeasance costs, of which $7,119 is attributable to noncontrolling interests, in connection with the refinancing of 1290 Avenue of the Americas, a property in which we own a 70% controlling interest.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. Leases

As lessor

We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rent payable monthly in advance. Leases typically provide for periodic step‑ups in rent over the term of the lease and pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. Certain leases also require additional variable rent payments based on a percentage of the tenants’ sales. Electricity is provided to tenants on a sub-metered basis or included in rent based on surveys and adjusted for subsequent utility rate increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

As of December 31, 2023, future undiscounted cash flows under non-cancelable operating leases were as follows:


(Amounts in thousands)	As of December 31, 2023
For the year ended December 31,
2024	$	1,271,885
2025	1,207,370
2026	1,168,555
2027	1,061,307
2028	962,067
Thereafter	6,254,989

As lessee

We have a number of ground leases which are classified as operating leases. As of December 31, 2023, our ROU assets and lease liabilities were $680,044,000 and $732,859,000, respectively. As of December 31, 2022, our ROU assets and lease liabilities were $684,380,000 and $735,969,000, respectively.

On August 28, 2023, upon contribution of the Pier 94 leasehold to Pier 94 JV, we derecognized a ROU asset of $7,081,000 and a lease liability of $20,692,000. See Note 5 - Investments in Partially Owned Entities for further details.

When the rate implicit in a lease is not readily determinable, the discount rate applied to measure each ROU asset and lease liability is based on our incremental borrowing rate ("IBR"). We consider the general economic environment and our ratings and factor in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. Certain of our ground leases offer renewal options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the lease liability and corresponding ROU asset.

Certain of our ground leases are subject to fair market rent resets based on a percentage of the appraised value of the underlying assets at specified future dates. Fair market rent resets occurring during the lease term do not give rise to remeasurement of the related ROU assets and lease liabilities. Fair market rent resets occurring during the lease term, which may be material, will be recognized in the periods in which they are incurred as variable rent expense.

The following table sets forth information related to the measurement of our lease liabilities.


(Amounts in thousands)	For the Year Ended December 31,
	2023			2022			2021
Weighted average remaining lease term (in years)	47.9			48.4			44.4
Weighted average discount rate	5.59		%	5.54		%	4.85		%
Cash paid for operating leases	$	22,499		$	21,861		$	22,382

We recognize rent expense as a component of "operating" expenses on our consolidated statements of income. Rent expense is comprised of fixed and variable lease payments. The following table sets forth the details of our rent expense.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Fixed rent expense	$	46,538	$	45,211	$	24,901
Variable rent expense	14,679		14,180		13,078
Rent expense	$	61,217	$	59,391	$	37,979

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. Leases - continued

As lessee - continued

As of December 31, 2023, future lease payments under operating ground leases were as follows:


(Amounts in thousands)	As of December 31, 2023
For the year ended December 31,
2024	$	57,811
2025	46,227
2026	46,616
2027	47,027
2028	47,462
Thereafter	1,869,172
Total undiscounted cash flows	2,114,315
Present value discount	(1,381,456)
Lease liabilities	$	732,859

PENN 1

The Farley Building

The future lease payments detailed above exclude the ground and building lease at the Farley Building. The consolidated joint venture, in which we own a 95% controlling interest, has a 99-year triple-net lease with Empire State Development ("ESD") for 847,000 rentable square feet of commercial space at the property, comprised of approximately 730,000 square feet of office space and approximately 117,000 square feet of restaurant and retail space. Our lease of the commercial space at the property is accounted for as a “failed sale-leaseback” as a result of us being deemed the "accounting owner" during development of the property in accordance with ASC 842-40-55 and the lease subsequently meeting "finance lease" classification pursuant to ASC 842-40-25 upon substantial completion. The lease calls for annual rent payments and fixed payments in lieu of real estate taxes ("PILOT") through June 2030. Following the fixed PILOT payment period, the PILOT is calculated in a manner consistent with buildings subject to New York City real estate taxes and assessments. As of December 31, 2023, future rent and fixed PILOT payments are $527,379,000.

20. Multiemployer Benefit Plans

Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.

Multiemployer Pension Plans

Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our participating subsidiaries may be required to bear its then pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2023, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.

During the years ended December 31, 2023, 2022 and 2021, we contributed $7,913,000, $7,761,000 and $19,851,000, respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated statements of income. During the year ended December 31, 2021, the Company funded its pension withdrawal liability in relation to the permanent closure of Hotel Pennsylvania which resulted in the Company funding more than 5% of total employer contributions to the related plan for the year. For our other Multiemployer Pension Plans, our subsidiaries’ contributions did not represent more than 5% of total employer contributions for the years ended December 31, 2023, 2022 and 2021.

Multiemployer Health Plans

Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. During the years ended December 31, 2023, 2022 and 2021, our subsidiaries contributed $28,764,000, $26,514,000 and $23,431,000, respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of income.

113

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

21. Commitments and Contingencies

Insurance

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

114

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

21. Commitments and Contingencies – continued

Other Commitments and Contingencies - continued

As of December 31, 2023, we have construction commitments aggregating approximately $91,372,000.

22. Related Party Transactions

Alexander’s, Inc.

We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 5 - Investments in Partially Owned Entities.

Interstate Properties (“Interstate”)

Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2023, Interstate and its partners beneficially owned an aggregate of approximately 7.0% of the common shares of beneficial interest of Vornado and 26.0% of Alexander’s common stock.

We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are consistent with the market. We earned $206,000, $204,000, and $203,000 of management fees under the agreement for the years ended December 31, 2023, 2022 and 2021, respectively.

Fifth Avenue and Times Square JV

We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements. These agreements are described in Note 5 - Investments in Partially Owned Entities. Haim Chera, Executive Vice President - Head of Retail, has an investment in Crown Acquisitions Inc. and Crown Retail Services LLC (collectively, "Crown"), companies controlled by Mr. Chera's family. Crown has a nominal minority interest in Fifth Avenue and Times Square JV. Additionally, we have other investments with Crown.

115

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

23. Segment Information

We operate in two reportable segments, New York and Other, which is based on how we manage our business.

Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. Asset information by segment is not reported as we do not use this measure to assess segment performance or to make resource allocation decisions.

Below is a summary of NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2023, 2022 and 2021.


(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


(Amounts in thousands)	For the Year Ended December 31, 2021
	Total		New York		Other
Total revenues	$	1,589,210	$	1,257,599	$	331,611
Operating expenses	(797,315)		(626,386)		(170,929)
NOI - consolidated	791,895		631,213		160,682
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(69,385)		(38,980)		(30,405)
Add: NOI from partially owned entities	310,858		300,721		10,137
NOI at share	1,033,368		892,954		140,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	1,318		(1,188)		2,506
NOI at share - cash basis	$	1,034,686	$	891,766	$	142,920

116

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

23. Segment Information - continued

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, 2022 and 2021.


(Amounts in thousands)	For the Year Ended December 31,
	2023		2022		2021
Net income (loss)	$	32,888	$	(382,612)	$	207,553
Depreciation and amortization expense	434,273		504,502		412,347
General and administrative expense	162,883		133,731		134,545
Impairment losses, transaction related costs and other	50,691		31,722		13,815
(Income) loss from partially owned entities	(38,689)		461,351		(130,517)
Income from real estate fund investments	(1,590)		(3,541)		(11,066)
Interest and other investment income, net	(41,697)		(19,869)		(4,612)
Interest and debt expense	349,223		279,765		231,096

Net gains on disposition of wholly owned and partially owned assets	(71,199)		(100,625)		(50,770)
Income tax expense (benefit)	29,222		21,660		(10,496)

NOI from partially owned entities	285,761		305,993		310,858
NOI attributable to noncontrolling interests in consolidated subsidiaries	(48,553)		(70,029)		(69,385)
NOI at share	1,143,213		1,162,048		1,033,368
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(3,377)		(10,980)		1,318
NOI at share - cash basis	$	1,139,836	$	1,151,068	$	1,034,686

117

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Vornado Realty Trust

Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of Vornado Realty Trust, together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2023, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2023 was effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and our trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023.

118

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Vornado Realty Trust

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vornado Realty Trust and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 12, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

119

ITEM 9A. CONTROLS AND PROCEDURES - CONTINUED

Vornado Realty L.P.

Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

Management of Vornado Realty Trust, sole general partner of Vornado Realty L.P., together with Vornado Realty L.P.’s consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and Vornado’s trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

120

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Vornado Realty L.P.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Partnership and our report dated February 12, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

121

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, 2023, none of our trustees or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to trustees of Vornado, the Operating Partnership’s sole general partner, including its audit committee and audit committee financial expert, will be contained in Vornado’s definitive Proxy Statement involving the election of Vornado’s trustees which Vornado will file with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 2023, and such information is incorporated herein by reference. Also incorporated herein by reference is the information under the caption “16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.

Executive Officers of the Registrant

The following is a list of the names, ages, principal occupations and positions with Vornado of the executive officers of Vornado and the positions held by such officers during the past five years. All executive officers of Vornado have terms of office that run until the next succeeding meeting of the Board of Trustees of Vornado following the Annual Meeting of Vornado’s Shareholders unless they are removed sooner by Vornado’s Board.

Name

Age

PRINCIPAL OCCUPATION, POSITION AND OFFICE
(Current and during past five years with Vornado unless otherwise stated)

Steven Roth

Chairman of the Board; Chief Executive Officer since April 2013 and from May 1989 to May 2009; Managing General Partner of Interstate Properties, an owner of shopping centers and an investor in securities and partnerships; Chief Executive Officer of Alexander’s, Inc. since March 1995, a Director since 1989, and Chairman of the Board since May 2004.

Michael J. Franco

President and Chief Financial Officer since December 2020; President since April 2019; Executive Vice President - Chief Investment Officer from April 2015 to April 2019; Executive Vice President - Head of Acquisitions and Capital Markets from November 2010 to April 2015.

Haim Chera

Executive Vice President - Head of Retail since April 2019; Principal at Crown Acquisitions from January 2000 - April 2019.

Barry S. Langer

Executive Vice President - Development - Co-Head of Real Estate since April 2019; Executive Vice President - Head of Development from May 2015 to April 2019.

Glen J. Weiss

Executive Vice President - Office Leasing - Co-Head of Real Estate since April 2019; Executive Vice President - Office Leasing from May 2013 to April 2019.

Vornado, the Operating Partnership’s sole general partner, has adopted a Code of Business Conduct and Ethics that applies to all officers and employees. This Code is available on Vornado’s website at www.vno.com.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to Vornado’s executive officer and trustee compensation will be contained in Vornado’s Proxy Statement referred to above in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

122

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to security ownership of certain beneficial owners and management and related stockholder matters will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

Equity compensation plan information

The following table provides information as of December 31, 2023 regarding Vornado’s equity compensation plans.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the second column)
Equity compensation plans approved by security holders	21,767,856	(1)	$	65.52	1,217,273	(2)
Equity compensation plans not approved by security holders	419,603	(3)	N/A		—
Total	22,187,459		$	65.52	1,217,273

________________________________________

(1)Includes shares/units of (i) 158,101 Vornado Stock Options (144,361 of which are vested and exercisable), (ii) 541,814 Appreciation-Only Long-Term Incentive Plan ("AO LTIP") units (499,882 of which are vested and exercisable), (iii) 14,368,750 Performance AO LTIP units, (iv) 4,558,915 restricted Operating Partnership units (1,348,756 of which are vested and exercisable), (v) 1,208,264 unearned Out-Performance Plan units, (vi) 71,656 earned but unvested Long-Term Performance Plan LTIP Units and (vii) 860,356 unearned Long-Term Performance Plan LTIP Units. See Note 12 - Stock-based Compensation in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Does not include 3,047 shares of Vornado Restricted Stock, as they have been reflected in Vornado's total shares outstanding.

(2)Based on awards being granted as "Full Value Awards," as defined. If we were to grant "Not Full Value Awards," as defined, the number of securities available for future grants is approximately 2,435,000 shares.

(3)Includes (i) 120,924 restricted Operating Partnership units granted at a market price of $13.03 per unit to Vornado Trustees that are not executives of the Company as part of their annual Trustee fees and (ii) 116,612 restricted Operating Partnership units granted at a market price of $19.30 per unit to Vornado consultants that are not executives of the Company for annual consulting fees, and (iii) 182,067 restricted Operating Partnership units granted in 2022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to certain relationships and related transactions, and director independence will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to principal accountant fees and services will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Ratification of The Appointment of Independent Accounting Firm” and such information is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this report:

1.The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.

The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.


			Page in this Annual Report on Form 10-K
Schedule III - Real Estate and Accumulated Depreciation			124

Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.

123

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(Amounts in thousands)


COLUMN A	COLUMN B			COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances(1)			Initial cost to company				Costs capitalized subsequent to acquisition		Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction(3)	Date acquired	Life on which depreciation in latest income statement is computed
				Land		Buildings and improvements				Land		Buildings and improvements		Total(2)
New York
Manhattan
1290 Avenue of the Americas	$	950,000		$	518,244	$	926,992	$	257,295	$	518,244	$	1,184,287	$	1,702,531	$	495,262	1963	2007	(4)
One Park Avenue	525,000			197,057		369,016		15,684		197,057		384,700		581,757		25,714		1926	2021	(4)
350 Park Avenue	400,000			265,889		363,381		108,646		306,034		431,882		737,916		181,322		1960	2006	(4)
PENN 1	—			—		412,169		914,769		—		1,326,938		1,326,938		435,128		1972	1998	(4)
100 West 33rd Street	480,000			331,371		361,443		78,189		331,371		439,632		771,003		186,718		1911/2009	2007	(4)
150 West 34th Street	75,000			119,657		268,509		—		119,657		268,509		388,166		57,618		1900	2015	(4)
PENN 2	575,000		(5)	53,615		164,903		845,098		52,689		1,010,927		1,063,616		109,183		1968	1997	(4)
90 Park Avenue	—			8,000		175,890		200,721		8,000		376,611		384,611		208,034		1964	1997	(4)
770 Broadway	700,000			52,898		95,686		198,096		52,898		293,782		346,680		146,826		1907	1998	(4)
888 Seventh Avenue	259,800			—		117,269		180,130		—		297,399		297,399		168,398		1980	1998	(4)
PENN 11	500,000			40,333		85,259		142,088		40,333		227,347		267,680		112,615		1923	1997	(4)
909 Third Avenue	350,000			—		120,723		128,753		—		249,476		249,476		143,228		1969	1999	(4)
150 East 58th Street	—			39,303		80,216		65,710		39,303		145,926		185,229		78,336		1969	1998	(4)
595 Madison Avenue	—			62,731		62,888		82,600		62,731		145,488		208,219		64,983		1968	1999	(4)
330 West 34th Street	—			—		8,599		188,073		—		196,672		196,672		68,953		1925	1998	(4)
715 Lexington Avenue	—			—		26,903		20,828		30,086		17,645		47,731		2,918		1923	2001	(4)
4 Union Square South	120,000			24,079		55,220		14,329		24,079		69,549		93,628		30,512		1965/2004	1993	(4)
The Farley Building	—			—		476,235		956,812		—		1,433,047		1,433,047		106,076		1912	2018	(4)
260 Eleventh Avenue	—			—		80,482		8,201		—		88,683		88,683		18,343		1911	2015	(4)
606 Broadway	74,119			45,406		8,993		486		23,930		30,955		54,885		1,696			2016	(4)
435 Seventh Avenue	95,696			19,893		19,091		2,032		19,893		21,123		41,016		12,659		2002	1997	(4)
131-135 West 33rd Street	—			8,315		21,312		477		8,315		21,789		30,104		4,478			2016	(4)
304 - 306 Canal Street	—			3,511		12,905		(7,629)		1,771		7,016		8,787		539		1910	2014	(4)
1131 Third Avenue	—			7,844		7,844		5,683		7,844		13,527		21,371		3,886			1997	(4)
431 Seventh Avenue	—			16,700		2,751		300		16,700		3,051		19,751		1,157			2007	(4)
138-142 West 32nd Street	—			9,252		9,936		2,132		9,252		12,068		21,320		2,611		1920	2015	(4)
334 Canal Street	—			1,693		6,507		1,304		753		8,751		9,504		614			2011	(4)
966 Third Avenue	—			8,869		3,631		—		8,869		3,631		12,500		938			2013	(4)
137 West 33rd Street	—			6,398		1,550		—		6,398		1,550		7,948		339		1932	2015	(4)
825 Seventh Avenue	—			1,483		697		3,969		1,483		4,666		6,149		1,299			1997	(4)
537 West 26th Street	—			10,370		17,632		20,000		26,631		21,371		48,002		4,396			2018	(4)

124

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(Amounts in thousands)


COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances(1)		Initial cost to company				Costs capitalized subsequent to acquisition		Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction(3)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements				Land		Buildings and improvements		Total(2)
New York - continued
Manhattan - continued
339 Greenwich Street	$	—	$	2,622	$	12,333	$	(10,018)	$	866	$	4,071	$	4,937	$	368		2017	(4)
Hotel Pennsylvania	—		29,903		121,712		163,985		29,903		285,697		315,600		—		1919	1997	(4)
Other (Including Signage)	—		140,477		31,892		56,012		108,589		119,792		228,381		32,781				(4)
Total Manhattan	5,104,615		2,025,913		4,530,569		4,644,755		2,053,679		9,147,558		11,201,237		2,707,928
Other Properties
Paramus, New Jersey	—		—		—		20,408		1,033		19,375		20,408		14,819		1967	1987	(4)
Total Other Properties	—		—		—		20,408		1,033		19,375		20,408		14,819

Total New York	5,104,615		2,025,913		4,530,569		4,665,163		2,054,712		9,166,933		11,221,645		2,722,747
Other
THE MART
THE MART, Illinois	$	—	$	64,528	$	319,146	$	475,435	$	64,535	$	794,574	$	859,109	$	406,292	1930	1998	(4)
527 West Kinzie, Illinois	—		5,166		—		317		5,166		317		5,483		—			1998
Total THE MART	—		69,694		319,146		475,752		69,701		794,891		864,592		406,292

555 California Street, California	1,200,000		223,446		895,379		278,150		223,446		1,173,529		1,396,975		468,993		1922,1969 -1970	2007	(4)
Borgata Land, Atlantic City, NJ	—		83,089		—		1,405		83,089		1,405		84,494		671		—	2010
759-771 Madison Avenue (40 East 66th Street) Residential, New York	—		8,454		13,321		(8,193)		5,273		8,309		13,582		3,541		—	2005	(4)
Annapolis, Maryland	—		—		9,652		—		—		9,652		9,652		5,215			2005	(4)
Wayne Towne Center, New Jersey	—		—		26,137		49,313		—		75,450		75,450		42,400			2010	(4)
Other	—		—		—		3,861		—		3,861		3,861		2,291				(4)
Total Other	1,200,000		384,683		1,263,635		800,288		381,509		2,067,097		2,448,606		929,403

Leasehold improvements, equipment and other	—		—		—		130,953		—		130,953		130,953		100,677

Total December 31, 2023	$	6,304,615	$	2,410,596	$	5,794,204	$	5,596,404	$	2,436,221	$	11,364,983	$	13,801,204	$	3,752,827

________________________________________

(1)Represents contractual debt obligations.

(2)The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.5 billion lower than the amounts reported for financial statement purposes.

(3)Date of original construction - many properties have had substantial renovation or additional construction, see "costs capitalized subsequent to acquisition" column.

(4)Depreciation of the buildings and improvements is calculated over lives ranging from the life of the lease to forty years.

(5)Secured amount outstanding on revolving credit facilities.

125

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(Amounts in thousands)

The following is a reconciliation of real estate assets and accumulated depreciation:


	Year Ended December 31,
	2023		2022		2021
Real Estate
Balance at beginning of period	$	13,314,755	$	13,217,845	$	12,087,943
Additions during the period:
Land	40,145		—		197,057
Buildings & improvements and other	713,740		711,722		1,286,474
	14,068,640		13,929,567		13,571,474
Less: Assets sold, written-off, reclassified to ready for sale and deconsolidated	267,436		614,812		353,629
Balance at end of period	$	13,801,204	$	13,314,755	$	13,217,845

Accumulated Depreciation
Balance at beginning of period	$	3,470,991	$	3,376,347	$	3,169,446
Depreciation expense	382,638		449,864		362,311
	3,853,629		3,826,211		3,531,757
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	100,802		355,220		155,410
Balance at end of period	$	3,752,827	$	3,470,991	$	3,376,347

126

(b) Exhibits:


Exhibit No.
3.1		—	Articles of Restatement of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007	*

3.2		—	Amended and Restated Bylaws of Vornado Realty Trust, as amended on July 28, 2022 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022	*

3.3		—	Articles of Amendment to Declaration of Trust, dated September 30, 2016 – Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11954), filed on February 16, 2021	*

3.4		—	Articles of Amendment of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on October 4, 2016—Incorporated by reference to Annex B to Vornado Realty Trust's Definitive Proxy Statement on Schedule 14A (File No. 001-11954), filed on April 8, 2016.	*

3.5		—	Articles of Amendment to Declaration of Trust, dated June 13, 2018 - Incorporated by reference to Exhibit 3.54 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-11954), filed on July 30, 2018	*

3.6		—	Articles of Amendment to Declaration of Trust, dated August 7, 2019 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on August 8, 2019	*

3.7		—	Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated by reference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A (File No. 001-11954), filed on January 25, 2013	*

3.8		—	Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.7 to Vornado Realty Trust's Registration Statement on Form 8-A (File No. 001-11954), filed on December 13, 2017	*

3 .9		—	Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series N Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on November 24, 2020	*

3.10		—	Articles Supplementary Classifying Vornado Realty Trust's 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on September 22, 2021	*

3.11		—	Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by reference to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*

3.12		—	Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*

3.13		—	Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-50095), filed on April 14, 1998	*

3.14		—	Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 30, 1998	*

3.15		—	Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on February 9, 1999	*

3.16		—	Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on March 17, 1999	*

3.17		—	Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*

3.18		—	Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*

3.19		—	Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*

3.20		—	Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999	*

3.21		—	Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999	*

3.22		—	Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 23, 1999	*
			________________________________
	*		Incorporated by reference

127


3.23		—	Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on May 19, 2000	*

3.24		—	Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 16, 2000	*

3.25		—	Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 28, 2000	*

3.26		—	Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001	*

3.27		—	Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001	*

3.28		—	Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001	*

3.29		—	Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 001-11954), filed on March 18, 2002	*

3.30		—	Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002	*

3.31		—	Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*

3.32		—	Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed on November 7, 2003	*

3.33		—	Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 – Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on March 3, 2004	*

3.34		—	Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 14, 2004	*

3.35		—	Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 – Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005	*

3.36		—	Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 – Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005	*

3.37		—	Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004	*

3.38		—	Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004	*

3.39		—	Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on January 4, 2005	*

3.40		—	Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 21, 2005	*

3.41		—	Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 1, 2005	*

3.42		—	Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 14, 2005	*

3.43		—	Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-22685), filed on May 8, 2006	*

3.44		—	Thirty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006	*

3.45		—	Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on May 3, 2006	*

3.46		—	Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006	*

3.47		—	Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007	*
			__________________________________
	*		Incorporated by reference

128



3.48		—	Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*

3.49		—	Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*

3.50		—	Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*

3.51		—	Fortieth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*

3.52		—	Forty-First Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (file No. 001-11954), filed on May 6, 2008	*

3.53		—	Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of December 17, 2010 – Incorporated by reference to Exhibit 99.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No 000-22685), filed on December 21, 2010	*

3.54		—	Forty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 20, 2011 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on April 21, 2011	*

3.55		—	Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as, of March 30, 2012 - Incorporated by reference to Exhibit 99.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on April 5, 2012	*

3.56		—	Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of July 18, 2012 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on July 18, 2012	*

3.57		—	Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 2013	*

3.58		—	Forty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated April 1, 2015 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on April 2, 2015	*

3.59		—	Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated December 13, 2017 - Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on December 13, 2017	*

3.60	**	—	Forty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of January 12, 2018 - Incorporated by reference to Exhibit 3.53 to Vornado Realty Trust's Annual Report on 10-K for the year ended December 31, 2017 (File No. 001-11954), filed on February 12, 2018	*

3.61		—	Forty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of August 7, 2019 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on August 8, 2019	*

3.62		—	Fiftieth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 24, 2020 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on November 24, 2020	*

3.63		—	Fifty-First Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 22, 2021 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on September 22, 2021	*

4.1		—	Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 001-11954), filed on April 28, 2005	*

4.2		—	Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 27, 2006	*
			Certain instruments defining the rights of holders of long-term debt securities of Vornado Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of such instruments

4.3		—	Description of Vornado Realty Trust securities registered pursuant to Section 12 of the Securities Exchange Act of 1934	***

4.4		—	Description of Class A units of Vornado Realty L.P. and certain provisions of its agreement of limited partnership	***
			__________________________________________
	*		Incorporated by reference
	**		Management contract or compensatory agreement
	***		Filed herewith

129

10.1

—

Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, 1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993

10.2

—

Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992 – Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993

10.3

—

Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit 10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002

10.4

—

59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002

10.5

—

Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander's, Inc., the subsidiaries party thereto and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander's Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2020

10.6

—

Second Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007

10.7

—

Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007

10.8

—

Vornado Realty Trust's 2010 Omnibus Share Plan - Incorporated by reference to Exhibit 10.41 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 001-11954) filed on August 3, 2010

10.9

—

Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit 99.3 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954) filed on April 5, 2012

10.10

—

Employment agreement between Vornado Realty Trust and Michael J. Franco dated January 10, 2014 - Incorporated by reference to Exhibit 10.52 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 2014

10.11

—

Form of Vornado Realty Trust 2010 Omnibus Share Plan AO LTIP Unit Award Agreement - Incorporated by reference to Exhibit 10.34 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-11954), filed on February 12, 2018

10.12

—

Form of 2019 Amendment to Restricted LTIP Unit and Restricted Stock Agreements - Incorporated by reference to Exhibit 10.37 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-11954), filed on February 11, 2019

10.13

—

Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit 10.38 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-11954), filed on February 11, 2019

10.14

—

Vornado Realty Trust 2019 Omnibus Share Plan - Incorporated by reference to Annex B to Vornado Realty Trust's Proxy Statement dated April 5, 2019 (File No. 001-11954), filed on April 5, 2019

10.15

—

Transaction Agreement between Vornado Realty L.P. and Crown Jewel Partner LLC, dated April 18, 2019 - Incorporated by reference to Exhibit 10.42 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-11954), filed on July 29, 2019

10.16

—

Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted Stock Agreement - Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020

10.17

—

Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020

10.18

—

Form of Vornado Realty Trust 2019 Omnibus Share Plan Incentive/Non-Qualified Stock Option Agreement - Incorporated by reference to Exhibit 10.34 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020

10.19

—

Employment agreement between Vornado Realty Trust and Glen J. Weiss dated May 25, 2018 - Incorporated by reference to Exhibit 10.35 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11954), filed on May 4, 2020

10.20

—

Employment agreement between Vornado Realty Trust and Haim Chera dated April 19, 2019 - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11954), filed on May 4, 2020

10.21

—

Form of Vornado Realty Trust 2021 Outperformance Plan Award Agreement for Executives – Incorporated by reference to Exhibit 10.42 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11954), filed on February 16, 2021

10.22

—

Form of Vornado Realty Trust 2021 Outperformance Plan Award Agreement for Non-Executives – Incorporated by reference to Exhibit 10.43 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11954), filed on February 16, 2021

__________________________________________

Incorporated by reference

Management contract or compensatory agreement

130

10.23

—

Second Amended and Restated Revolving Credit Agreement dated as of April 15, 2021 among Vornado Realty L.P., as Borrower, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.44 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No. 001-11954), filed on August 2, 2021

10.24

—

Form of Vornado Realty Trust 2022 Long-term Performance Plan LTIP Unit Award Agreement - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Annual Report on form 10-K for the year ended December 31, 2021 (File No. 001-11954), filed on February 14, 2022

10.25

—

Employment agreement between Vornado Realty Trust and Barry Langer dated June 4, 2018 - Incorporated by reference to Exhibit 10.37 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 001-11954), filed on May 2, 2022

10.26

—

Second Amended and Restated Term Loan Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.38 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022

10.27

—

Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.39 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022

10.28

—

Third Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.40 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022

10.29

—

Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted LTIP Unit Agreement granted in 2023 - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-11954), filed on February 13, 2023

10.30

—

Form of Vornado Realty Trust 2023 Long-term Performance Plan LTPP Unit Award Agreement - Incorporated by reference to Exhibit 10.37 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-11954), filed on February 13, 2023

10.31

—

Form of Vornado Realty Trust’s 2023 Omnibus Share Plan - Incorporated by reference to Annex A to Vornado Realty Trust’s Proxy Statement dated April 7, 2023 (File No. 001-11954), filed on April 7, 2023

10.32

—

Form of Vornado Realty Trust 2023 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 3, 2023

10.33

—

Form of Vornado Realty Trust 2023 Omnibus Share Plan Performance Conditioned AO LTIP Unit Award Agreement - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 3, 2023

__________________________________________

Incorporated by reference

Management contract or compensatory agreement

131


21		—	Subsidiaries of Vornado Realty Trust and Vornado Realty L.P.	***

23.1		—	Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust	***

23.2		—	Consent of Independent Registered Public Accounting Firm for Vornado Realty L.P.	***

31.1		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust	***

31.2		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust	***

31.3		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.	***

31.4		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.	***

32.1		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust	***

32.2		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust	***

32.3		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.	***

32.4		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.	***

97.1		—	Vornado Realty Trust Restatement Clawback Policy	***

101		—	The following financial information from Vornado Realty Trust and Vornado Realty L.P. Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements.	***

104		—	The cover page from the Vornado Realty Trust and Vornado Realty L.P. Annual Report on Form 10-K for the year ended December 31, 2023, formatted as iXBRL and contained in Exhibit 101.	***








			_____________________________


	***		Filed herewith

ITEM 16. FORM 10-K SUMMARY

None.

132

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		VORNADO REALTY TRUST
		(Registrant)

February 12, 2024	By:	/s/ Deirdre Maddock
		Deirdre Maddock, Chief Accounting Officer (duly authorized officer and principal accounting officer)

133

SIGNATURES - CONTINUED

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature

Title

Date

By:

/s/Steven Roth

Chairman of the Board of Trustees

February 12, 2024

(Steven Roth)

and Chief Executive Officer
(Principal Executive Officer)

By:

/s/Candace K. Beinecke

Trustee

February 12, 2024

(Candace K. Beinecke)

By:

/s/Michael D. Fascitelli

Trustee

February 12, 2024

(Michael D. Fascitelli)

By:

/s/Beatrice Hamza Bassey

Trustee

February 12, 2024

(Beatrice Hamza Bassey)

By:

/s/William W. Helman IV

Trustee

February 12, 2024

(William W. Helman IV)

By:

/s/David Mandelbaum

Trustee

February 12, 2024

(David Mandelbaum)

By:

/s/Raymond J. McGuire

Trustee

February 12, 2024

(Raymond J. McGuire)

By:

/s/Mandakini Puri

Trustee

February 12, 2024

(Mandakini Puri)

By:

/s/Daniel R. Tisch

Trustee

February 12, 2024

(Daniel R. Tisch)

By:

/s/Russell B. Wight, Jr.

Trustee

February 12, 2024

(Russell B. Wight, Jr.)

By:

/s/Michael J. Franco

President and Chief Financial Officer

February 12, 2024

(Michael J. Franco)

(Principal Financial Officer)

By:

/s/Deirdre Maddock

Chief Accounting Officer

February 12, 2024

(Deirdre Maddock)

(Principal Accounting Officer)

134

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		VORNADO REALTY L.P.
		(Registrant)

February 12, 2024	By:	/s/ Deirdre Maddock
		Deirdre Maddock, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

135

SIGNATURES - CONTINUED

Signature

Title

Date

By:

/s/Steven Roth

Chairman of the Board of Trustees and

February 12, 2024

(Steven Roth)

Chief Executive Officer of Vornado Realty Trust
(Principal Executive Officer)

By:

/s/Candace K. Beinecke

Trustee of Vornado Realty Trust

February 12, 2024

(Candace K. Beinecke)

By:

/s/Michael D. Fascitelli

Trustee of Vornado Realty Trust

February 12, 2024

(Michael D. Fascitelli)

By:

/s/Beatrice Hamza Bassey

Trustee of Vornado Realty Trust

February 12, 2024

(Beatrice Hamza Bassey)

By:

/s/William W. Helman IV

Trustee of Vornado Realty Trust

February 12, 2024

(William W. Helman IV)

By:

/s/David Mandelbaum

Trustee of Vornado Realty Trust

February 12, 2024

(David Mandelbaum)

By:

/s/Raymond J. McGuire

Trustee of Vornado Realty Trust

February 12, 2024

(Raymond J. McGuire)

By:

/s/Mandakini Puri

Trustee of Vornado Realty Trust

February 12, 2024

(Mandakini Puri)

By:

/s/Daniel R. Tisch

Trustee of Vornado Realty Trust

February 12, 2024

(Daniel R. Tisch)

By:

/s/Russell B. Wight, Jr.

Trustee of Vornado Realty Trust

February 12, 2024

(Russell B. Wight, Jr.)

By:

/s/Michael J. Franco

President and Chief Financial Officer of Vornado Realty Trust

February 12, 2024

(Michael J. Franco)

(Principal Financial Officer)

By:

/s/Deirdre Maddock

Chief Accounting Officer of Vornado Realty Trust

February 12, 2024

(Deirdre Maddock)

(Principal Accounting Officer)

136

Document

EXHIBIT 4.3

DESCRIPTION OF VORNADO REALTY TRUST SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following description of the material terms of the shares of beneficial interest of Vornado Realty Trust is only a summary and is subject to, and qualified in its entirety by reference to, the more complete descriptions of the shares in the following documents: (a) Vornado Realty Trust’s Declaration of Trust, as amended and supplemented (including the applicable articles supplementary), which we refer to as our Declaration of Trust, and (b) Vornado Realty Trust’s amended and restated bylaws, which we refer to as our bylaws, copies of which are exhibits to this Annual Report on Form 10-K. Please note that references to “Vornado,” “we,” “our” and “us” refer only to Vornado Realty Trust. Capitalized terms used but not defined herein have the meanings set forth in the Annual Report on Form 10-K to which this description is an exhibit.

General

The Declaration of Trust authorizes the issuance of up to 720,000,000 shares of beneficial interest, consisting of 250,000,000 common shares of beneficial interest, $.04 par value per share (the "Common Shares"), 110,000,000 preferred shares of beneficial interest, no par value per share (the “Preferred Shares”), and 360,000,000 excess shares, $.04 par value per share. The Board of Trustees may classify or reclassify any unissued Preferred Shares from time to time in one or more series, without shareholder approval, with such designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof as established by our Board of Trustees.

As permitted by Maryland law, the Declaration of Trust authorizes our Board of Trustees, without any action by our shareholders, to amend the Declaration of Trust from time to time to increase or decrease the aggregate number of shares of beneficial interest or the number of shares of beneficial interest of any class that we are authorized to issue. The effect of this provision in our Declaration of Trust is to permit our Board of Trustees, without shareholder action, to increase or decrease (a) the total number of authorized shares of beneficial interest of Vornado Realty Trust and/or (b) the number of authorized shares of beneficial interest of any one or more classes. Maryland law permits a real estate investment trust to have shares of beneficial interest that are assigned to a particular class as well as shares that are not assigned to a particular class but are available to be classified by the Board of Trustees at a later time. Thus, the total number of authorized shares of beneficial interest may exceed the total number of authorized shares of all classes. Currently, all of our authorized shares of beneficial interest are assigned to one of the three classes set forth above.

(a)Common Shares, $0.04 par value share

Dividend Rights

The holders of Common Shares are entitled to receive dividends when, if and as authorized by the Board of Trustees and declared by Vornado out of assets legally available to pay dividends, if receipt of the dividends is in compliance with the provisions in the Declaration of Trust restricting the ownership and transfer of shares of beneficial interest. However, the terms of Vornado’s issued and outstanding Preferred Shares provide that, other than in compliance with requirements of an employee incentive or benefit plan or as permitted under Article IV of the Declaration of Trust, Vornado may only pay dividends or other distributions on Common Shares or purchase Common Shares if full cumulative dividends have, for all past dividend periods and the then-current dividend period, been paid or set apart for payment on all outstanding Preferred Shares. The terms of the Preferred Shares that are now issued and outstanding do not provide for any mandatory sinking fund in connection with the payment of dividends on Preferred Shares.

Voting Rights

Subject to the provisions of the Declaration of Trust regarding the restrictions on ownership and transfer of Common Shares, the holders of Common Shares are entitled to one vote for each share on all matters on which shareholders are entitled to vote, including elections of Trustees. There is no cumulative voting in the election of Trustees, which means that the holders of a majority of the outstanding Common Shares may elect all of the Trustees then standing for election. The holders of Common Shares do not have any conversion, redemption or preemptive rights to subscribe to any securities of Vornado.

Listing of Common Shares

Our Common Shares are listed on the New York Stock Exchange under the symbol “VNO”.

Rights Upon Liquidation

If Vornado is dissolved, liquidated or wound up, holders of Common Shares are entitled to share proportionally in any assets available for distribution after the prior rights of creditors, including holders of Vornado’s indebtedness, and the aggregate liquidation preference of any Preferred Shares then outstanding are satisfied in full.

Restrictions on Ownership of Common Shares

The Common Shares Beneficial Ownership Limit. For Vornado to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), not more than 50% of the value of its outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of a taxable year and the shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. The Code defines “individuals” to include some entities for purposes of the preceding sentence. All references to a shareholder’s ownership of Common Shares in this section “ — The Common Shares Beneficial Ownership Limit” assume application of the applicable attribution rules of the Code under which, for example, a shareholder is deemed to own shares owned by his or her spouse.

The Declaration of Trust contains a number of provisions that restrict the ownership and transfer of shares and are designed to safeguard Vornado against loss of its REIT status. These provisions may also have the effect of deterring non-negotiated acquisitions of, and proxy fights for, us by third parties. The Declaration of Trust contains a limitation that restricts, with some exceptions, shareholders from owning more than a specified percentage of the outstanding Common Shares. We call this percentage the “common shares beneficial ownership limit.” The common shares beneficial ownership limit was initially set at 2.0% of the outstanding Common Shares. Our Board of Trustees subsequently adopted a resolution raising the common shares beneficial ownership limit from 2.0% to 6.7% of the outstanding Common Shares and has the authority to grant exemptions from the common shares beneficial ownership limit. The shareholders who owned more than 6.7% of the Common Shares immediately after the merger of Vornado, Inc. into Vornado in May 1993 may continue to do so and may acquire additional Common Shares through stock option and similar plans or from other shareholders who owned more than 6.7% of the Common Shares immediately after that merger. However, Common Shares may not be transferred if, as a result, more than 50% in value of the outstanding shares of Vornado would be owned by five or fewer individuals. While the shareholders who owned more than 6.7% of the Common Shares immediately after the merger of Vornado, Inc. into Vornado in May 1993 are not generally permitted to acquire additional Common Shares from any other source, these shareholders may acquire additional Common Shares from any source if Vornado issues additional Common Shares, up to the percentage held by them immediately before Vornado issues the additional shares.

Shareholders should be aware that events other than a purchase or other transfer of Common Shares may result in ownership, under the applicable attribution rules of the Code, of Common Shares in excess of the common shares beneficial ownership limit. For instance, if two shareholders, each of whom owns 3.5% of the outstanding Common Shares, were to marry, then after their marriage both shareholders would be deemed to own 7.0% of the outstanding Common Shares, which is in excess of the common shares beneficial ownership limit. Similarly, if a shareholder who owns 4.9% of the outstanding Common Shares were to acquire a 50% interest in a corporation which owns 4.8% of the outstanding Common Shares, then the shareholder would be deemed to own 7.3% of the outstanding Common Shares. You should consult your own tax advisors concerning the application of the attribution rules of the Code in your particular circumstances.

The Constructive Ownership Limit. Under the Code, rental income received by a REIT from persons in which the REIT is treated, under the applicable attribution rules of the Code, as owning a 10% or greater interest does not constitute qualifying income for purposes of the income requirements that REITs must satisfy. For these purposes, a REIT is treated as owning any stock owned, under the applicable attribution rules of the Code, by a person that owns 10% or more of the value of the outstanding shares of the REIT. The attribution rules of the Code applicable for these purposes are different from those applicable with respect to the common shares beneficial ownership limit. All references to a shareholder’s ownership of Common Shares in this section “— The Constructive Ownership Limit” assume application of the applicable attribution rules of the Code.

In order to ensure that rental income of Vornado will not be treated as nonqualifying income under the rule described in the preceding paragraph, and thus to ensure that Vornado will not lose its REIT status as a result of the ownership of shares by a tenant, or a person that holds an interest in a tenant, the Declaration of Trust contains an ownership limit that restricts, with some exceptions, shareholders from owning more than 9.9% of the outstanding shares of any class. We refer to this 9.9% ownership limit as the “constructive ownership limit.” The shareholders who owned shares in excess of the constructive ownership limit immediately after the merger of Vornado, Inc. into Vornado in May 1993 generally are not subject to the constructive ownership limit. The Declaration of Trust also contains restrictions that are designed to ensure that the shareholders who owned shares in excess of the constructive ownership limit immediately after the merger of Vornado, Inc. into Vornado in May 1993 will not, in the aggregate, own a large enough interest in a tenant or subtenant of the REIT to cause rental income received, directly or indirectly, by the REIT from that tenant or subtenant to be treated as nonqualifying income for purposes of the income requirements that REITs must satisfy. The restrictions described in the preceding sentence have an exception for tenants and subtenants from whom the REIT receives, directly or indirectly, rental income that is not in excess of a specified threshold.

Shareholders should be aware that events other than a purchase or other transfer of shares may result in ownership, under the applicable attribution rules of the Code, of shares in excess of the constructive ownership limit. As the attribution rules that apply with respect to the constructive ownership limit differ from those that apply with respect to the common shares beneficial ownership limit, the events other than a purchase or other transfer of shares which may result in share ownership in excess of the constructive ownership limit may differ from those which may result in share ownership in excess of the common shares beneficial ownership limit. You should consult your own tax advisors concerning the application of the attribution rules of the Code in your particular circumstances.

DREIT Ownership Limit. Under the Code, a domestically controlled qualified investment entity includes a REIT in which, at all times during the relevant testing period, less than 50% in value of the REIT’s stock was held directly or indirectly by foreign persons, as such term is used in the provision of the Code defining a domestically controlled qualified investment entity. Our qualification as a domestically controlled qualified investment entity (which, in our case, would mean that we would be a domestically controlled REIT) would mean that foreign investors that enter into joint venture structures with us that utilize subsidiary REITs may be able to treat our interest in such subsidiary REITs as being held entirely by U.S. persons for purposes of determining whether the subsidiary REIT is itself a domestically controlled qualified investment entity (and, therefore, a domestically controlled REIT), thereby enabling such foreign investors to avail themselves of certain tax benefits under the Foreign Investment in Real Property Tax Act of 1980 that may not otherwise be available.

The Declaration of Trust contains provisions that restrict the ownership and transfer of shares and are designed to assist us prospectively in qualifying as a domestically controlled qualified investment entity. Specifically, if any transfer or non-transfer event involving our capital shares would result in Vornado failing to qualify as a domestically controlled qualified investment entity, the purported transferee or affected holder will be a “prohibited owner” and would not acquire any right or interest in those shares.

Issuance of Excess Shares If the Ownership Limits Are Violated. The Declaration of Trust provides that a transfer of Common Shares that would otherwise result in ownership, under the applicable attribution rules of the Code, of Common Shares in excess of the common shares beneficial ownership limit or the constructive ownership limit, or which would cause the shares of beneficial interest of Vornado to be beneficially owned by fewer than 100 persons, will be void and the purported transferee will acquire no rights or economic interest in the Common Shares. In addition, the Declaration of Trust provides that Common Shares that would otherwise be owned, under the applicable attribution rules of the Code, in excess of the common shares beneficial ownership limit or the constructive ownership limit will be automatically exchanged for excess shares. The Declaration of Trust further provides that, if there is a purported transfer or any other event that would, if effective, result in Vornado failing to qualify as a domestically controlled qualified investment entity, then the smallest number of Common Shares owned or purported to be owned, directly or indirectly within the meaning of Section 897(h)(4)(B) of the Code, by the purported transferee or affected holder which, if exchanged for excess shares, would not cause Vornado to fail to qualify as a domestically controlled qualified investment entity shall be automatically exchanged for an equal number of excess shares. These excess shares will be transferred, by operation of law, to Vornado as trustee of a trust for the exclusive benefit of a beneficiary designated by the purported transferee or purported holder. While so held in trust, excess shares are not entitled to vote and are not entitled to participate in any dividends or distributions made by Vornado. Any dividends or distributions received by the purported transferee or other purported holder of the excess shares before Vornado discovers the automatic exchange for excess shares must be repaid to Vornado upon demand.

If the purported transferee or purported holder elects to designate a beneficiary of an interest in the trust with respect to the excess shares, he or she may designate only a person whose ownership of the shares will not violate the common shares beneficial ownership limit or the constructive ownership limit. When the designation is made, the excess shares will be automatically exchanged for Common Shares. The Declaration of Trust contains provisions designed to ensure that the purported transferee or other purported holder of the excess shares may not receive, in return for transferring an interest in the trust with respect to the excess shares, an amount that reflects any appreciation in the Common Shares for which the excess shares were exchanged during the period that the excess shares were outstanding but will bear the burden of any decline in value during that period. Any amount received by a purported transferee or other purported holder for designating a beneficiary in excess of the amount permitted to be received must be turned over to Vornado. The Declaration of Trust provides that Vornado, or its designee, may purchase any excess shares that have been automatically exchanged for Common Shares as a result of a purported transfer or other event. The price at which Vornado, or its designee, may purchase the excess shares will be equal to the lesser of:

•in the case of excess shares resulting from a purported transfer for value, the price per share in the purported transfer that resulted in the automatic exchange for excess shares, or in the case of excess shares resulting from some other event, the market price of the Common Shares exchanged on the date of the automatic exchange for excess shares; and

• the market price of the Common Shares exchanged for the excess shares on the date that Vornado accepts the deemed offer to sell the excess shares.

Vornado’s right to buy the excess shares will exist for 90 days, beginning on the date that the automatic exchange for excess shares occurred or, if Vornado did not receive a notice concerning the purported transfer that resulted in the automatic exchange for excess shares, the date on which the Board of Trustees determines in good faith that an exchange for excess shares has occurred.

Other Provisions Concerning the Restrictions on Ownership. Our Board of Trustees may exempt persons from the common shares beneficial ownership limit or the constructive ownership limit, including the limitations applicable to holders who owned in excess of 6.7% of the Common Shares immediately after the merger of Vornado, Inc. into Vornado in May 1993, if evidence satisfactory to the Board of Trustees is presented showing that the exemption will not jeopardize Vornado’s status as a REIT under the Code. No exemption to a person that is an individual for purposes of Section 542(a)(2) of the Code, however, may permit the individual to have beneficial ownership in excess of 9.9% of the outstanding shares of the class. Before granting an exemption of this kind, the Board of Trustees is required to obtain a ruling from the IRS or an opinion of counsel satisfactory to it and representations and undertakings, including representations, from the applicant, that demonstrate, to the reasonable satisfaction of the Board of Trustees, that such ownership would not jeopardize the REIT status of Vornado.

The foregoing restrictions on transfer and ownership will not apply if the Board of Trustees determines that it is no longer in the best interests of Vornado to attempt to qualify, or to continue to qualify, as a REIT.

All persons who own, directly or by virtue of the applicable attribution rules of the Code, more than 2.0% of the outstanding Common Shares must give a written notice to Vornado containing the information specified in the Declaration of Trust by January 31 of each year. In addition, each shareholder will be required to disclose to Vornado upon demand any information that Vornado may request, in good faith, to determine Vornado’s status as a REIT or to comply with Treasury regulations promulgated under the REIT provisions of the Code.

The ownership restrictions described above may have the effect of precluding acquisition of control of Vornado unless the Vornado Board determines that maintenance of REIT status is no longer in the best interests of Vornado.

(b)Preferred Shares of beneficial interest, no par value

The Declaration of Trust authorizes the issuance of 110,000,000 preferred shares. Of the 110,000,000 authorized preferred shares, as of December 31, 2023, the Declaration of Trust authorizes Vornado to issue:

12,902 as $3.25 Series A Convertible Preferred Shares (the “Series A Convertible Preferred Shares”);

3,200,000 as Series D-10 7.00% Cumulative Redeemable Preferred Shares;

1,400,000 as Series D-11 7.20% Cumulative Redeemable Preferred Shares;

800,000 as Series D-12 6.55% Cumulative Redeemable Preferred Shares;

4,000,000 as Series D-14 6.75% Cumulative Redeemable Preferred Shares;

1,800,000 as Series D-15 6.875% Cumulative Redeemable Preferred Shares;

13,800,000 as 5.40% Series L Cumulative Redeemable Preferred Shares (the “Series L Preferred Shares”);

13,800,000 as 5.25% Series M Cumulative Redeemable Preferred Shares (the “Series M Preferred Shares”);

12,000,000 as 5.25% Series N Cumulative Redeemable Preferred Shares (the “Series N Preferred Shares”); and

12,000,000 as 4.45% Series O Cumulative Redeemable Preferred Shares (the “Series O Preferred Shares”).

As of December 31, 2023, 12,902 of $3.25 Series A Convertible Preferred Shares, 12,000,000 of 5.40% Series L Preferred Shares, 12,780,000 of 5.25% Series M Preferred Shares, 12,000,000 of 5.25% Series N Preferred Shares, 12,000,000 of 4.45% Series O Preferred Shares and no other series of preferred shares, were issued and outstanding. Series D-10 7.00% Cumulative Redeemable Preferred Shares, Series D-11 7.20% Cumulative Redeemable Preferred Shares, Series D-12 6.55% Cumulative Redeemable Preferred Shares, Series D-14 6.75% Cumulative Redeemable Preferred Shares or Series D-15 6.875% Cumulative Redeemable Preferred Shares may be issued upon the redemption of preferred units of limited partnership interest of Vornado Realty L.P. of a corresponding series.

Item 601(b)(4)(vi) of Regulation S-K requires a description of each class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, the only series of preferred shares described below are the Series A Convertible Preferred Shares and the Series L, M, N and O Preferred Shares.

Dividend Rights

Dividends on the Series A Convertible Preferred Shares are cumulative from the date of original issue of this series and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 1997, at the rate of $3.25 per Series A Convertible Preferred Share per annum.

Dividends on the Series L Preferred Shares are cumulative from the date of original issue of this series and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing April 1, 2013, at the rate of 5.40% of the liquidation preference per annum, or $1.35 per Series L Preferred Share per annum.

Dividends on the Series M Preferred Shares are cumulative from the date of original issue of this series and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on April 1, 2018, at the rate of 5.25% of the liquidation preference per annum, or $1.3125 per Series M Preferred Share per annum.

Dividends on the Series N Preferred Shares are cumulative from the date of original issue of this series and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2021, at the rate of 5.25% of the liquidation preference per annum, or $1.3125 per Series N Preferred Share per annum.

Dividends on the Series O Preferred Shares are cumulative from the date of original issue of this series and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2022, at the rate of 4.45% of the liquidation preference per annum, or $1.1125 per Series O Preferred Share per annum.

Redemption at Option of Vornado

The Series A Convertible Preferred Shares are currently redeemable by the Company, in whole or in part, at the option of the Company, for such number of Common Shares as are issuable at the initial conversion rate of 0.68728 Common Share for each Series A Convertible Preferred Share, subject to adjustment in certain circumstances. The conversion rate as of December 31, 2023 is 1.9531 Common Share for each Series A Convertible Preferred Share. The Company may exercise this option only if for 20 trading days within any period of 30 consecutive trading days, including the last trading day of such period, the closing price of the Common Shares on the New York Stock Exchange ("NYSE") exceeds $87.30 per share, subject to adjustment in certain circumstances. In order to exercise its redemption option, the Company must issue a press release announcing the redemption prior to the opening of business on the second trading day after the conditions described in the preceding sentences have, from time to time, been met. The Series A Convertible Preferred Shares are not redeemable for cash.

We may redeem the Series L Preferred Shares in whole at any time or in part from time to time at a redemption price of $25.00 per share, plus any accrued and unpaid dividends through the date of redemption. The Series L Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed. We are not required to set aside funds to redeem the Series L Preferred Shares.

We may redeem the Series M Preferred Shares in whole at any time or in part from time to time at a redemption price of $25.00 per share, plus any accrued and unpaid dividends through the date of redemption. The Series M Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed. We are not required to set aside funds to redeem the Series M Preferred Shares.

Except in instances relating to preservation of our status as a real estate investment trust, the Series N Preferred Shares are not redeemable until November 24, 2025. On and after November 24, 2025, we may redeem the Series N Preferred Shares in whole at any time or in part from time to time at a redemption price of $25.00 per share, plus any accrued and unpaid dividends through the date of redemption. The Series N Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed. We are not required to set aside funds to redeem the Series N Preferred Shares.

Except in instances relating to preservation of our status as a real estate investment trust, the Series O Preferred Shares are not redeemable until September 22, 2026. On and after September 22, 2026, we may redeem the Series O Preferred Shares in whole at any time or in part from time to time at a redemption price of $25.00 per share, plus any accrued and unpaid dividends through the date of redemption. The Series O Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed. We are not required to set aside funds to redeem the Series O Preferred Shares.

Liquidation Preference

The holders of Series A Convertible Preferred Shares will be entitled to receive in the event of any liquidation, dissolution or winding up of Vornado, whether voluntary or involuntary, $50.00 per Series A Convertible Preferred Share, and the holders of Series L, M, N and O Preferred Shares will be entitled to receive in the event of any liquidation, dissolution or winding up of Vornado, whether voluntary or involuntary, $25.00 per Preferred Share (such amounts, the "Liquidation Preference") plus an amount per Preferred Share equal to all dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders.

Until the holders of the Series A Convertible Preferred Shares and the Series L, M, N and O Preferred Shares have been paid the Liquidation Preference and all accrued and unpaid dividends in full, no payment will be made to any holder of Junior Shares upon the liquidation, dissolution or winding up of Vornado. If, upon any liquidation, dissolution or winding up of Vornado, the assets of Vornado, or proceeds thereof, distributable among the holders of the Parity Shares (as defined below under "—Ranking") are insufficient to pay in full the Liquidation Preference and all accrued and unpaid dividends and the liquidation preference and all accrued and unpaid dividends with respect to any other shares of Parity Shares, then such assets, or the proceeds thereof, will be distributed among the holders of Preferred Shares and any such Parity Shares ratably in accordance with the respective amounts which would be payable on such Preferred Shares and any such Parity Shares if all amounts payable thereon were paid in full. None of (i) a consolidation or merger of Vornado with one or more entities, (ii) a statutory share exchange by Vornado or (iii) a sale or transfer of all or substantially all of Vornado's assets will be considered a liquidation, dissolution or winding up, voluntary or involuntary, of Vornado.

The term "Junior Shares" means the Common Shares, and any other class of capital stock of Vornado now or hereafter issued and outstanding that ranks junior as to the payment of dividends or amounts upon liquidation, dissolution and winding up to the Series A Convertible Preferred Shares and the Series L, M, N and O Preferred Shares.

Ranking

The Series A Convertible Preferred Shares and the Series L, M, N and O Preferred Shares rank senior to the Junior Shares, including the Common Shares, with respect to payment of dividends and amounts upon liquidation, dissolution or winding up. While any Series A Convertible Preferred Shares or any L, M, N or O Preferred Shares are outstanding, we may not authorize, create or increase the authorized amount of any class or series of beneficial interest that ranks senior to the Series A Convertible Preferred Shares or the Series L, M, N and O Preferred Shares with respect to the payment of amounts upon liquidation, dissolution or winding up without the consent of the holders of two-thirds of the outstanding Series A Convertible Preferred Shares, and the Series L, M, N

and O Preferred Shares and all other shares of Voting Preferred Shares (as defined under "—Voting Rights" below), voting as a single class. However, we may create additional classes of beneficial interest, increase the authorized number of Preferred Shares or issue series of Preferred Shares ranking on parity with the Series A Convertible Preferred Shares or the Series L, M, N or O Preferred Shares with respect, in each case, to the payment of dividends and amounts upon liquidation, dissolution or winding up ("Parity Shares") without the consent of any holder of Series A Convertible Preferred Shares or Series L, M, N or O Preferred Shares.

Voting Rights

The holders of the Series A Convertible Preferred Shares and the L, M, N and O Preferred Shares will generally have no voting rights. However, if dividends on any series of the Preferred Shares upon which like voting rights have been conferred and are exercisable, (together with the Series A Convertible Preferred Shares and the L, M, N and O Preferred Shares, the “Voting Preferred Shares”) are in arrears for six quarterly dividend periods (whether or not consecutive), the holders of the Voting Preferred Shares (voting separately as a class with holders of all other series of parity preferred shares upon which like voting rights have been conferred and are exercisable) will have the right to elect two additional trustees to serve on our Board of Trustees until such dividend arrearage is eliminated.

The approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series A Convertible Preferred Shares and all other series of Voting Preferred Shares, acting as a single class either at a meeting of shareholders or by written consent, is required in order to (i) amend, alter or repeal any of the provisions of the Declaration of Trust to materially and adversely affect the voting powers, rights or preferences of the Series A Convertible Preferred Shares and the Voting Preferred Shares; provided that any filing with the State Department of Assessments and Taxation of Maryland in connection with a merger, consolidation or sale of all or substantially all the assets of Vornado shall not be deemed to be an amendment, alteration or repeal of any provisions of the Declaration of Trust, or (ii) to authorize, create, or increase the authorized amount of, any shares of any class or series or any security convertible into shares of any class or series having rights senior to the Series A Convertible Preferred Shares with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up.

The approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series L, M, N and O Preferred Shares and all other series of Voting Preferred Shares, acting as a single class either at a meeting of shareholders or by written consent, is required in order (i) to amend, alter or repeal any provisions of the Declaration of Trust, whether by merger, consolidation or otherwise, to affect materially and adversely the voting powers, rights or preferences of the holders of the Series L, M, N or O Preferred Shares, unless in connection with any such amendment, alteration or repeal, each such share remains outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred stock of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof identical to those of the applicable Preferred Shares (except for changes that do not materially and adversely affect the holders of such shares), or (ii) to authorize, create, or increase the authorized amount of, any class or series of beneficial interest having rights senior to the Series L, M, N or O Preferred Shares with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up.

For all Voting Preferred Shares, if such amendment affects materially and adversely the rights, preferences, privileges or voting powers of one or more but not all of the series of Voting Preferred Shares, then only the consent of the holders of at least two-thirds of the votes entitled to be cast by the series so affected is required in lieu of the consent of the holders of two-thirds of the Voting Preferred Shares as a class.

We may create additional classes of shares that rank junior to or on parity with the Series A Convertible Preferred Shares or the Series L, M, N and O Preferred Shares, increase the authorized number of shares of classes that rank junior to or on parity with the Series A Convertible Preferred Shares or the Series L, M, N and O Preferred Shares and issue additional shares of classes that rank junior to or on parity with the Series A Convertible Preferred Shares or the Series L, M, N and O Preferred Shares without the consent of any holder of the Series A Convertible Preferred Shares or the Series L, M, N and O Preferred Shares.

Listing of Preferred Shares

As of the date of filing of this Exhibit 4.3, our Series L, M, N and O Preferred Shares are listed on the New York Stock Exchange under the symbols “VNO Pr L,” “VNO Pr M,” “VNO Pr N,” and “VNO Pr O,” respectively.

Conversion Rights

The Series A Convertible A Preferred Shares are convertible, in whole or in part, at the option of the holder at any time, unless previously redeemed, into Common Shares, at an initial conversion price of $72.75 of Liquidation Preference per Common Share, subject to adjustment in certain circumstances. As of December 31, 2023, the conversion price is $1.9531 per Common Share.

The Series L, M, N and O Preferred Shares are not convertible into or exchangeable for any other property or securities of Vornado.

Restrictions on Ownership of Preferred Shares

As noted above, for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares of beneficial interest may be owned, beneficially or constructively, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of a taxable year, and the shares of beneficial interest must be

beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (or during a proportionate part of a shorter taxable year). For this and other reasons, the Declaration of Trust and the Articles Supplementary for each series of Preferred Shares contain provisions that restrict the ownership and transfer of shares of beneficial interest.

Our Declaration of Trust contains a Preferred Share ownership limit that restricts shareholders from owning, under the applicable attribution rules of the Code, more than 9.9% of the outstanding Preferred Shares of any class or series and a Common Share ownership limit that generally restricts shareholders from owning, under the applicable attribution rules of the Code, more than 6.7% of the Outstanding Common Shares. In addition, our Declaration of Trust contains provisions that limit ownership under the applicable attribution rules of the Code of our Preferred Shares and our Common Shares to the extent that such ownership of such shares would cause us to fail to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code. Shares owned in excess of any of these limits will be automatically exchanged for excess shares pursuant to our Declaration of Trust. Excess shares will be held in trust by us and, while held in trust, will not be entitled to vote or participate in dividends or distributions made by us.

(c)Certain Provisions of Maryland Law and of our Declaration of Trust and our bylaws

The following description of certain provisions of Maryland law and of our Declaration of Trust and bylaws is only a summary. For a complete description, we refer you to Maryland law, our Declaration of Trust and our bylaws.

Board of Trustees

Our Declaration of Trust provides that the number of trustees of the Company will not be more than fifteen and may be increased or decreased by a vote of the trustees then in office. Our bylaws provide that any vacancy on the Board may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum. Any trustee elected to fill a vacancy will hold office for the remainder of the full term of the class of trustees in which the vacancy occurred and until a successor is duly elected and qualifies. Pursuant to our Declaration of Trust and bylaws, each member of our Board of Trustees is elected by our shareholders to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies. Holders of Common Shares have no right to cumulative voting in the election of trustees and trustees will be elected by a plurality of the votes cast in the election of trustees.

Removal of Trustees

Our Declaration of Trust provides that a trustee may be removed only for cause and only by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of trustees. This provision, when coupled with the provision in our bylaws authorizing the Board of Trustees to fill vacant trusteeships, precludes shareholders from removing incumbent trustees except for cause and by a substantial affirmative vote and thereafter filling the vacancies created by the removal with their own nominees.

Business Combinations

Under Maryland law, "business combinations" between a Maryland real estate investment trust and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested shareholder is defined as:

•any person who beneficially owns, directly or indirectly, ten percent or more of the voting power of the trust's outstanding shares; or

•an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding voting shares of the trust.

A person is not an interested shareholder under the statute if the Board of Trustees approved in advance the transaction by which the interested shareholder otherwise would have become an interested shareholder. However, in approving a transaction, the Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board.

After the five-year prohibition, any business combination between the Maryland trust and an interested shareholder generally must be recommended by the Board of Trustees of the trust and approved by the affirmative vote of at least:

•80% of the votes entitled to be cast by holders of outstanding shares of the trust; and

•two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than voting shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

These super-majority vote requirements do not apply if the holders of the trust's Common Shares receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the Board of Trustees before the time that the interested shareholder becomes an interested shareholder.

Our Board of Trustees has adopted a resolution exempting any business combination between any trustee or officer of Vornado, or their affiliates, and Vornado. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and any of them. As a result, the trustees and officers of Vornado and their affiliates may be able to enter into business combinations with us without compliance with the super-majority vote requirements and the other provisions of the statute. With respect to business combinations with other persons, the business combination provisions of Maryland law may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of the shareholders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.

Control Share Acquisitions

Maryland law provides that control shares of a Maryland real estate investment trust acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are trustees of the trust are excluded from shares entitled to vote on the matter. Control shares are voting shares which, if aggregated with all other shares owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing trustees within one of the following ranges of voting power:

•one-tenth or more but less than one-third,

•one-third or more but less than a majority, or

•a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval, or shares acquired directly from the trust. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of trustees of the trust to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the trust may itself present the question at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the trust may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the trust to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of shareholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction, or (b) to acquisitions approved or exempted by the declaration of trust or bylaws of the trust.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Approval of Extraordinary Trust Action; Amendment of Declaration of Trust and Bylaws

Under Maryland law, a Maryland real estate investment trust generally may not amend its declaration of trust, dissolve, merge or consolidate with or convert into another entity, sell all or substantially all of its assets or engage in a statutory share exchange, unless approved by the affirmative vote of shareholders holding at least two-thirds of the shares entitled to vote on the matter. However, a Maryland real estate investment trust may provide in its declaration of trust for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Vornado may take any of these actions if approved by the Board of Trustees and by the affirmative vote of not less than a majority of all of the votes entitled to be cast on the matter. Similarly, our Declaration of Trust provides for approval of amendments by the affirmative vote of a majority of the votes entitled to be cast on the matter. Some limited exceptions (including amendments to the provisions of our Declaration of Trust related to the removal of trustees, ownership and transfer restrictions and amendments) require the affirmative vote of shareholders holding at least two-thirds of the shares entitled to vote on the matter.

Under Maryland law, the declaration of trust of a Maryland real estate investment trust may permit the trustees, by a two-thirds vote, to amend the declaration of trust from time to time to qualify as a REIT under the Code or the Maryland REIT Law, without the affirmative vote or written consent of the shareholders. Our Declaration of Trust permits such action by the Board of Trustees. In addition, our Declaration of Trust, as permitted by Maryland law, contains a provision that permits our Board, without a shareholder vote, to amend the Declaration of Trust to increase or decrease the total number of shares of beneficial interest that we are authorized to issue and the number of authorized shares of any class or series of beneficial interest that we are authorized to issue.

The Board of Trustees has the right to adopt and amend the bylaws. Additionally, our bylaws provide that shareholders may adopt, alter or repeal any bylaw by the affirmative vote of a majority of the votes entitled to be cast on the matter, to the extent permitted by law.

Advance Notice of Trustee Nominations and New Business

Our bylaws provide that with respect to an annual meeting of shareholders, nominations of persons for election to the Board of Trustees and the proposal of business to be considered by shareholders may be made only (i) pursuant to our notice of the meeting, (ii) by the Board of Trustees or (iii) by a shareholder or record who is entitled to vote at the meeting and who has complied with the advance notice procedures of our bylaws. With respect to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Trustees at a special meeting may be made only (i) by the Board of Trustees, or (ii) pursuant to our notice of the meeting, provided that the Board of Trustees has determined that trustees will be elected at the meeting, by a shareholder of record who is entitled to vote at the meeting and who has complied with the advance notice provisions of our bylaws.

Proxy Access Procedures for Qualifying Shareholders

Our bylaws permit a shareholder, or a group of up to 20 stockholders, that owns 3% or more of our outstanding Common Shares, continuously for at least three years, to nominate and include in our proxy statement for an annual meeting of shareholders, trustee nominees constituting up to the greater of two nominees or 20% of our Board of Trustees, provided that the shareholder(s) and the trustee nominee(s) satisfy the requirements specified in our bylaws.

Subtitle 8

Maryland law permits a Maryland real estate investment trust with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect, without shareholder approval, to classify our Board of Trustees.

Anti-takeover Effect of Certain Provisions of Maryland Law and of the Declaration of Trust and Bylaws

The business combination provisions and, if the applicable provision in our bylaws is rescinded, the control share acquisition provisions of Maryland law, the provisions in our Declaration of Trust on removal of trustees and the advance notice provisions of our bylaws could delay, defer or prevent a transaction or a change in control of Vornado that might involve a premium price for holders of Common Shares or otherwise be in their best interest.

Document

EXHIBIT 4.4

DESCRIPTION OF CLASS A UNITS OF VORNADO REALTY L.P. AND
CERTAIN PROVISIONS OF ITS AGREEMENT OF LIMITED PARTNERSHIP

The following description of the material terms of the class A units of Vornado Realty L.P., which we refer to as the “operating partnership,” and some material provisions of the operating partnership’s agreement of limited partnership, which we refer to as the “partnership agreement,” does not describe every aspect of the units or the partnership agreement and is only a summary of, and qualified in its entirety by reference to, applicable provisions of Delaware law and the partnership agreement. A copy of the partnership agreement is filed as an exhibit to the Annual Report on Form 10-K to which this Exhibit is attached.

The Operating Partnership's Outstanding Classes of Units

Holders of units, other than Vornado Realty Trust in its capacity as general partner, hold a limited partnership interest in the operating partnership. All holders of units, including Vornado Realty Trust in its capacity as general partner, are entitled to share in cash distributions from, and in the profits and losses of, the operating partnership.

Holders of units have the rights to which limited partners are entitled under the partnership agreement and the Delaware Revised Uniform Limited Partnership Act. Class A units are registered with the SEC under the Exchange Act. No other class of units is registered under Federal law and no units are registered under any state securities laws, and no units are listed on any exchange or quoted on any national market system. The partnership agreement imposes restrictions on the transfer of units. See "—Restrictions on Transfers of Units by Limited Partners" below for further information about these restrictions.

As of December 31, 2023, there were outstanding:

•12,902 series A preferred units;

•12,000,000 series L preferred units;

•12,780,000 series M preferred units;

•12,000,000 series N preferred units;

•12,000,000 series O preferred units;

•1,867,311 series D-13 preferred units;

•141,400 series D-17 preferred units;

•5,828 series G-1 preferred units;

•14,424 series G-2 preferred units;

•43,532 series G-3 preferred units;

•73,201 series G-4 preferred units;

•19,960,738 restricted operating partnership units (“LTIP units”), including 14,368,750 performance conditioned appreciation-only long-term incentive plan units and 541,814 appreciation-only long-term incentive plan units issued in connection with out-performance plan awards; and

•202,340,559 Class A units, including 11,949,856 not held by Vornado Realty Trust.

Distributions with Respect to Units

The partnership agreement provides for distributions, as determined in the manner provided in the partnership agreement, to Vornado Realty Trust and the limited partners in proportion to their percentage interests in the operating partnership, subject to the distribution preferences that are described in the next paragraph. As general partner of the operating partnership, Vornado Realty Trust has the exclusive right to declare and cause the operating partnership to make distributions as and when it deems appropriate or desirable in its discretion. For so long as Vornado Realty Trust elects to qualify as a REIT, it will make reasonable efforts, as determined by Vornado Realty Trust in its sole discretion, to make distributions to partners in amounts such that it will be able to pay shareholder dividends that will satisfy the requirements for qualification as a REIT and avoid any federal income or excise tax liability for Vornado Realty Trust.

Distributions vary among the holders of different classes of units:

•The series A preferred units entitle Vornado Realty Trust as their holder to a cumulative preferential distribution at an annual rate of $3.25 per series A preferred unit, which we refer to as the "series A preferred distribution preference." The series A preferred units correspond to Vornado Realty Trust’s series A convertible preferred shares.

•The series L preferred units entitle their holder to a preferential distribution at the annual rate of $1.35 per unit, which we refer to as the "series L preferred distribution preference." The series L preferred units correspond to Vornado Realty Trust’s series L preferred shares.

•The series M preferred units entitle their holder to a preferential distribution at the annual rate of $1.3125 per unit, which we refer to as the "series M preferred distribution preference." The series M preferred units correspond to Vornado Realty Trust's series M preferred shares.

•The series N preferred units entitle their holder to a preferential distribution at the annual rate of $1.3125 per unit, which we refer to as the "series N preferred distribution preference." The series N preferred units correspond to Vornado Realty Trust's series N preferred shares.

•The series O preferred units entitle their holder to a preferential distribution at the annual rate of $1.1125 per unit, which we refer to as the "series O preferred distribution preference." The series O preferred units correspond to Vornado Realty Trust's series O preferred shares.

•The series D-13 preferred units entitle their holder to a preferential distribution at the annual rate of $0.75 per unit, which we refer to as the "series D-13 preferred distribution preference."

•The series D-17 preferred units entitle their holder to a preferential distribution at the annual rate of $0.8125 per unit, which we refer to as the "series D-17 preferred distribution preference."

•The series G-1 preferred units entitle their holder to a preferential distribution at the annual rate of LIBOR plus 90 basis points per unit, which we refer to as the "series G-1 preferred distribution preference."

•The series G-2 preferred units entitle their holder to a preferential distribution at the annual rate of $1.375 per unit, which we refer to as the "series G-2 preferred distribution preference."

•The series G-3 preferred units entitle their holder to a preferential distribution at the annual rate of LIBOR plus 90 basis points per unit, which we refer to as the "series G-3 preferred distribution preference."

•The series G-4 preferred units entitle their holder to a preferential distribution at the annual rate of $1.375 per unit, which we call the "series G-4 preferred distribution preference."

In this description we sometimes refer to the series A preferred distribution preference, the series L distribution preference, the series M preferred distribution preference, the series N preferred distribution preference, the series O preferred distribution preference, the series D-13 preferred distribution preference, the series D-17 preferred distribution preference, the series G-1 preferred distribution preference, the series G-2 preferred distribution preference, the series G-3 preferred distribution preference, and the series G-4 preferred distribution preference as the "preferred distribution preferences."

The value of each class A unit, which is the operating partnership’s common unit, regardless of its class, equates to one common share of Vornado Realty Trust. Preferred units do not have a value equating to one common share, but have the liquidation preferences and conversion prices for conversion into class A units or terms for redemption for cash or corresponding preferred shares that are established in the partnership agreement. LTIP units have a value equating to one class A unit if and when the LTIP unit becomes exchangeable for one class A unit.

The partnership agreement provides that the operating partnership will make distributions when, as and if declared by Vornado Realty Trust in the order of preference provided for in the partnership agreement. The order of preference in the partnership agreement provides that distributions will be paid first to Vornado Realty Trust as necessary to enable Vornado Realty Trust to pay REIT expenses. The partnership agreement defines "REIT expenses" to mean the following in respect of Vornado Realty Trust:

•costs and expenses relating to the continuity of is existence and any entity in which Vornado Realty Trust owns an equity interest;

•costs and expenses relating to any of the offer or registration of securities;

•costs and expenses associated with preparing and filing of periodic reports under federal, state and local laws, including SEC filings;

•costs and expenses associated with its compliance with laws, rules and regulations applicable to it; and

•all other operating or administrative expenses incurred in the ordinary course of its business.

After the operating partnership pays Vornado Realty Trust distributions as necessary to enable it to pay REIT expenses, distributions will be paid:

•first, to holders of any class of preferred units ranking senior, as to distributions or redemption or voting rights, to class A units and LTIP units; and

•second, to holders of class A units and LTIP units.

Ranking of Units

The series A preferred units, series L preferred units, series M preferred units, series N preferred units, series O preferred units, series D-13 preferred units, series D-17 preferred units, series G-1 preferred units, series G-2 preferred units, series G-3 preferred units, and series G-4 preferred units rank senior to the class A and LTIP units with respect to the payment of distributions and amounts upon liquidation, dissolution or winding up of the operating partnership. The series A preferred units, series L preferred units, series M preferred units, series N preferred units, series O preferred units, series D-13 preferred units, series D-17 preferred units, series G-1 preferred units, series G-2 preferred units, series G-3 preferred units, and series G-4 preferred units and any other units designated as "parity units" all rank on a parity with each other, in each case with respect to the payment of distributions and amounts upon liquidation, dissolution or winding up of the operating partnership, without preference or priority of one over the other.

The series of preferred units have the following liquidation preferences:

•$50.00 per series A preferred unit; and

•$25.00 per series L preferred unit, series M preferred unit, series N preferred unit, series O preferred unit, series D-13 preferred unit, series D-17 preferred unit, series G-1 preferred unit, series G-2 preferred unit, series G-3 preferred unit and series G-4 preferred unit.

From time to time as determined by Vornado Realty Trust, in its discretion, the operating partnership may create additional series of preference units or classes of other units senior to or on parity with the class A units with respect to the payment of distributions and amounts upon liquidation, dissolution or winding up of the partnership.

Redemption or Conversion of Units

The holders of class A units, other than Vornado Realty Trust or any of its subsidiaries, have the right to redeem their units for cash or, at the option of Vornado Realty Trust, an equivalent number of Vornado Realty Trust’s common shares.

The series A preferred units became redeemable at Vornado Realty Trust’s option for class A units on April 1, 2001, and are convertible at its option into class A units at any time, provided that an equivalent number of series A preferred shares are concurrently converted into common shares by their holders. The number of class A units into which the series A preferred units are redeemable or convertible is equal to the aggregate liquidation preference of the series A preferred units being redeemed or converted divided by their conversion price. The conversion price of the series A preferred units is now 1.9531 and may be adjusted from time to time to take account of stock dividends and other transactions.

The series L, series M, series N and series O preferred units are redeemable for cash equal to the liquidation preference of $25.00 per unit plus any accrued and unpaid distributions at the option of Vornado Realty Trust, provided that an equivalent number of series L, series M, series N or series O preferred shares of Vornado Realty Trust, respectively, are concurrently redeemed by Vornado Realty Trust.

The series D-13 preferred units are redeemable by the holder for cash equal to the liquidation preference of $25.00 per unit plus any accrued and unpaid distribution, provided that Vornado Realty Trust may determine, at its option, to deliver its common shares with a value equal to the liquidation preference of $25.00 per unit plus any accrued and unpaid distributions.

The series D-17 preferred units are redeemable for cash (i) at the option of Vornado Realty Trust and (ii) at the option of the holder, in each case following certain events equal to the liquidation preference of $25.00 per unit plus any accrued and unpaid distributions.

Any redemption of units must comply with the delivery and other requirements of the operating partnership agreement which may limit the ability of a holder to redeem their units at a particular time or in a particular quantity.

Formation of the Operating Partnership

The operating partnership was formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act on October 2, 1996. Vornado Realty Trust is the sole general partner of, and owned approximately 91.0% of the common limited partnership interest in, the operating partnership at December 31, 2023.

Purposes, Business and Management of the Operating Partnership

The purpose of the operating partnership includes the conduct of any business that may be lawfully conducted by a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, except that the partnership agreement requires the business of the operating partnership to be conducted in a manner that will permit Vornado Realty Trust to be classified as a REIT under Section 856 of the Internal Revenue Code, unless it ceases to qualify as a REIT for any reason. In furtherance of its business, the operating partnership may enter into partnerships, joint ventures, limited liability companies or similar arrangements and may own interests in any other entity engaged, directly or indirectly, in any of the foregoing.

As the general partner of the operating partnership, Vornado Realty Trust has the exclusive power and authority to conduct the business of the operating partnership, except that the consent of the limited partners is required in some limited circumstances discussed under "—Meetings and Voting" below. No limited partner may take part in the operation, management or control of the business of the operating partnership by virtue of being a holder of units.

In particular, the limited partners expressly acknowledge in the partnership agreement that the general partner is acting on behalf of the operating partnership and the shareholders of Vornado Realty Trust collectively, and is under no obligation to consider the tax consequences to, or other separate interests of, limited partners when making decisions on behalf of the operating partnership. Except as required by lockup agreements described below, Vornado Realty Trust intends to make decisions in its capacity as general partner of the operating partnership taking into account its interests and the operating partnership as a whole, independent of the tax effects on the limited partners. See "—Borrowing by the Operating Partnership" below for a discussion of lockup agreements. Vornado Realty Trust and its trustees and officers will have no liability to the operating partnership or to any partner or assignee for any losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if it acted in good faith.

Ability to Engage in Other Businesses; Conflicts of Interest

Vornado Realty Trust generally may not conduct any business other than through the operating partnership without the consent of the holders of a majority of the common limited partnership interests, excluding the limited partnership interests held by it. Other persons including Vornado Realty Trust’s officers, trustees, employees, agents and its other affiliates are not prohibited under the partnership agreement from engaging in other business activities and are not required to present any business opportunities to the operating partnership. In addition, the partnership agreement does not prevent another person or entity that acquires control of

Vornado Realty Trust in the future from conducting other businesses or owning other assets, even though those businesses or assets may be ones that it would be in the best interests of the limited partners for the operating partnership to own.

Borrowing by the Operating Partnership

Vornado Realty Trust is authorized to cause the operating partnership to borrow money and to issue and guarantee debt as it deems necessary for the conduct of the activities of the operating partnership. The operating partnership's debt may be secured by mortgages, deeds of trust, liens or encumbrances on the operating partnership's properties. Vornado Realty Trust also may cause the operating partnership to borrow money to enable the operating partnership to make distributions, including distributions in an amount sufficient to permit us to avoid the payment of any federal income tax.

From time to time in connection with acquisitions of properties or other assets in exchange for limited partner interests in the operating partnership, Vornado Realty Trust and the operating partnership have entered into contractual arrangements that impose restrictions on the operating partnership's ability to sell, finance, refinance and, in some instances, pay down existing financing on certain of the operating partnership's properties or other assets. These arrangements are sometimes referred to as "lockup agreements" and include, for example, arrangements in which the operating partnership agrees that it will not sell the property or other assets in question for a period of years unless the operating partnership also pays the contributing partner a portion of the federal income tax liability that will accrue to that partner as a result of the sale. Arrangements of this kind may significantly reduce the operating partnership's ability to sell, finance or repay indebtedness secured by the subject properties or assets. Vornado Realty Trust expects to cause the operating partnership to continue entering into transactions of this type in the future and may do so without obtaining the consent of any partners in the operating partnership.

Reimbursement; Transactions with Vornado Realty Trust and Its Affiliates

Vornado Realty Trust does not receive any compensation for its services as general partner of the operating partnership. However, as a partner in the operating partnership, it has the same right to allocations and distributions with respect to the units it holds as other partners in the operating partnership holding the same classes of units. In addition, the operating partnership reimburses Vornado Realty Trust for all expenses it incurs relating to its ongoing operations and any offering of additional partnership interests in the operating partnership, its securities or rights, options, warrants or convertible or exchangeable securities, including expenses in connection with the registration of Vornado Realty Trust’s common shares for issuance in exchange for units if it assumes the obligation to redeem units and elects to redeem them for common shares instead of cash when a limited partner in the operating partnership exercises the right to redeem units. See "Redemption or Conversion of Units" above for further information about the right to redeem units.

Except as expressly permitted by the partnership agreement, the operating partnership will not, directly or indirectly, sell, transfer or convey any property to, or purchase any property from, or borrow funds from, or lend funds to, any partner in the operating partnership or any affiliate of the operating partnership or Vornado Realty Trust that is not also a subsidiary of the operating partnership, except in a transaction that has been approved by a majority of Vornado Realty Trust’s disinterested trustees, taking into account its fiduciary duties to the limited partners of the operating partnership.

Vornado Realty Trust’s Liability and Limited Partners

Vornado Realty Trust, as general partner of the operating partnership, is liable for all general recourse obligations of the operating partnership to the extent not paid by the operating partnership. Vornado Realty Trust is not liable for the nonrecourse obligations of the operating partnership.

The limited partners in the operating partnership are not required to make additional contributions to the operating partnership. Assuming that a limited partner does not take part in the control of the business of the operating partnership and otherwise complies with the provisions of the partnership agreement, the liability of a limited partner for obligations of the operating partnership under the partnership agreement and the Delaware Revised Uniform Limited Partnership Act will be limited, with some exceptions, generally to the loss of the limited partner's investment in the operating partnership represented by his or her units. Under the Delaware Revised Uniform Limited Partnership Act, a limited partner may not receive a distribution from the operating partnership if, at the time of the distribution and after giving effect to the distribution, the liabilities of the operating partnership, other than liabilities to parties on account of their interests in the operating partnership and liabilities for which recourse is limited to specified property of the operating partnership, exceed the fair value of the operating partnership's assets, other than the fair value of any property subject to nonrecourse liabilities of the operating partnership, but only to the extent of such liabilities. The Delaware Revised Uniform Limited Partnership Act provides that a limited partner who receives a distribution knowing at the time that it violates the foregoing prohibition is liable to the operating partnership for the amount of the distribution. Unless otherwise agreed, a limited partner in the circumstances described in the preceding sentence will not be liable for the return of the distribution after the expiration of three years from the date of the distribution.

The operating partnership has qualified to conduct business in the State of New York and may qualify in certain other jurisdictions. Maintenance of limited liability status may require compliance with legal requirements of those jurisdictions and some other jurisdictions. Limitations on the liability of a limited partner for the obligations of a limited partnership have not been clearly established in many jurisdictions. Accordingly, if it were determined that the right, or exercise of the right by the limited partners, to make some amendments to the partnership agreement or to take other action under the partnership agreement constituted "control" of

the operating partnership's business for the purposes of the statutes of any relevant jurisdiction, the limited partners might be held personally liable for the operating partnership's obligations.

Exculpation and Indemnification of Vornado Realty Trust

The partnership agreement generally provides that Vornado Realty Trust, as general partner of the operating partnership, will incur no liability to the operating partnership or any limited partner for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission, if it acted in good faith. In addition, Vornado Realty Trust is not responsible for any misconduct or negligence on the part of its agents, provided it appointed those agents in good faith. Vornado Realty Trust may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors, and any action it takes or omits to take in reliance upon the opinion of those persons, as to matters that it reasonably believes to be within their professional or expert competence, will be conclusively presumed to have been done or omitted in good faith and in accordance with the opinion of those persons.

The partnership agreement also provides for indemnification of Vornado Realty Trust and the indemnification of its trustees and officers and any other persons that it may from time to time designate against any and all losses, claims, damages, liabilities, expenses, judgments, fines, settlements and other amounts incurred by an indemnified person in connection with any proceeding and related to the operating partnership or Vornado Realty Trust, the formation and operations of the operating partnership or Vornado Realty Trust or the ownership of property by the operating partnership or Vornado Realty Trust, unless it is established by a final determination of a court of competent jurisdiction that:

•the act or omission of the indemnified person was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty;

•the indemnified person actually received an improper personal benefit in money, property or services; or

•in the case of any criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful.

Sales of Assets

Under the partnership agreement, Vornado Realty Trust generally has the exclusive authority to determine whether, when and on what terms assets of the operating partnership will be sold, as long as any sale of a property covered by a lockup agreement complies with such agreement. The partnership agreement prohibits Vornado Realty Trust from engaging in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or change of the terms of any outstanding common shares unless, in connection with the transaction, all limited partners other than Vornado Realty Trust and entities controlled by Vornado Realty Trust will have the right to elect to receive, or will receive, for each unit an amount of cash, securities or other property equal to the conversion factor multiplied by the greatest amount of cash, securities or other property paid to a holder of shares of beneficial interest of Vornado, if any, corresponding to that unit in consideration of one share of that kind. Vornado Realty Trust refers to transactions described in the preceding sentence as "termination transactions." The conversion factor is initially 1.0, but will be adjusted as necessary to prevent dilution or inflation of the interests of limited partners that would result if Vornado Realty Trust were to pay a dividend on its outstanding shares of beneficial interest in shares of beneficial interest, subdivide its outstanding shares of beneficial interest or combine its outstanding shares of beneficial interest into a smaller number of shares, in each case without a corresponding issuance to, or redemption or exchange of interests held by, limited partners in the operating partnership.

See "—Borrowing by the Operating Partnership" above for information about lockup agreements which limit the ability of Vornado Realty Trust to sell some of its properties.

Removal of the General Partner; Transfer of Interests of Vornado Realty Trust

The partnership agreement provides that the limited partners may not remove Vornado Realty Trust as general partner of the operating partnership with or without cause. The partnership agreement also generally prohibits Vornado Realty Trust from withdrawing as general partner of the operating partnership or transferring any of its interests in the operating partnership to any other person, except in each case, in connection with a termination transaction. In addition, the partnership agreement prohibits Vornado Realty Trust from engaging in any termination transaction unless all limited partners other than Vornado Realty Trust and entities controlled by Vornado Realty Trust will have the right in the termination transaction to elect to receive, or will receive, for each unit an amount of cash, securities or other property equal to the conversion factor multiplied by the greatest amount of cash, securities or other property paid to a holder of shares of beneficial interest of Vornado, if any, corresponding to that unit in consideration of one share of Vornado. The lock-up provisions and the gross-up provisions do not apply to a sale or other transfer by Vornado Realty Trust of is interests as a partner in the operating partnership, but they would apply to transfers of assets of the operating partnership undertaken during the period when the lock-up agreements are in effect as part of any sale or other transfer by Vornado Realty Trust of its interests as a partner in the operating partnership. See "—Borrowing by the Operating Partnership" for a description of the restrictions on transfers of assets under the lock-up agreements.

The partnership agreement does not prevent a transaction in which another entity acquires control or all of Vornado Realty Trust’s shares nor does it prevent any holder of interests in Vornado Realty Trust from owning assets or conducting businesses outside of the operating partnership.

Restrictions on Transfers of Units by Limited Partners

Subject to the percentage limitations discussed below, a limited partner, other than Vornado Realty Trust and some members of the Mendik group and FW/Mendik REIT, is permitted to transfer all or any portion of his or her units without restriction, provided that the limited partner obtains the prior written consent of Vornado Realty Trust, which it may withhold only if (a) it determines in its sole discretion exercised in good faith that the transfer would cause the operating partnership or any or all of the partners other than the partner seeking to make the transfer to incur tax liability or (b) if it determines that any of the circumstances referred to in the next paragraph exist. In addition, limited partners other than Vornado Realty Trust or any of its subsidiaries are permitted to dispose of their units by exercising their right to redeem units as described under "Redemption and Conversion of Units" above.

Vornado Realty Trust may withhold its consent to any proposed transfer (including any sale, assignment, gift, pledge, encumbrance or other disposition by law or otherwise, and including any redemption pursuant to the redemption rights described under "—Redemption or Conversion of Units" above) for a variety of reasons set forth in Article XI of the partnership agreement. These reasons include, without limitation, a determination by Vornado Realty Trust, in its sole and absolute discretion, that the transfer in question would (i) cause a termination of the operating partnership for tax purposes, (ii) cause the operating partnership to become a "party-in-interest" or a "disqualified person" with respect to any employee benefit plan subject to ERISA, (iii) cause the operating partnership to become a publicly-traded partnership (as defined in Section 469(k)(2) or Section 7704 of the Internal Revenue Code), (iv) cause the operating partnership to become subject to regulation under the Investment Company Act of 1940 or ERISA, (v) adversely affect Vornado Realty Trust’s ability to continue to qualify as a REIT or (vi) subject Vornado Realty Trust or the operating partnership to any additional taxes under Section 857 or Section 4981 of the Internal Revenue Code. In addition, no partner of the operating partnership may pledge or transfer any of its units to a lender to the operating partnership or any person who is related (within the meaning of Section 1.752-4(b) of the Treasury regulations) to any lender to the operating partnership whose loan constitutes a nonrecourse liability without the consent of Vornado Realty Trust, in its sole and absolute discretion, and without entering into an agreement with Vornado Realty Trust as described in the partnership agreement. The partnership agreement also provides that unless exempt due to a waiver granted by Vornado Realty Trust, no limited partnership interest in the operating partnership or portion thereof may be transferred in whole or in part, directly or indirectly, if such transfer would cause (i) any “foreign person” (as such term is used in Section 897(h)(4)(b) of the Internal Revenue Code) who already owns any limited partnership interest, to increase its direct or indirect ownership of limited partnership interests, or (ii) any foreign person, other than an a foreign person that owns any direct or indirect interest in the operating partnership on and as of August 7, 2019, to directly or indirectly own any such limited partnership interests. Any purported transfer to a foreign person in violation of the foregoing shall be deemed void ab initio and shall have no force or effect.

Transfers of operating partnership units (other than "private transfers" as defined in the regulations under the Internal Revenue Code) are limited in any one taxable year of the operating partnership to 2% of the interests in capital or profits not held by Vornado Realty Trust or certain of its affiliates, and Vornado Realty Trust has the right and currently intends to refuse to permit any attempted transfer of operating partnership units by a holder of such units that, when aggregated with prior redemptions and transfers by other holders of operating partnership units, would exceed this limit. In addition, redemptions of operating partnership units by the operating partnership pursuant to the redemption right of such units and transfers of operating partnership units to Vornado Realty Trust as a result of its assumption and performance of the operating partnership's obligation with respect to the redemption right of units, together with other transfers and redemptions (other than certain of the redemptions or transfers qualifying as "private transfers" under the regulations under Section 7704 of the Internal Revenue Code), are limited in any one taxable year to 10% of the interests in capital or profits not held by Vornado Realty Trust or certain of its affiliates, and it has the right and currently intends to refuse to permit certain redemptions and other transfers of operating partnership units that, when aggregated with prior redemptions and transfers, would exceed this limit.

Any permitted transferee of units may become a substituted limited partner only with Vornado Realty Trust’s consent, and it may withhold its consent in its sole and absolute discretion. If it does not consent to the admission of a transferee of units as a substituted limited partner, then the transferee will succeed to the economic rights and benefits attributable to the units, including the right to redeem units, but will not become a limited partner or possess any other rights of limited partners, including the right to vote.

No Withdrawal by Limited Partners

No limited partner has the right to withdraw from or reduce his or her capital contribution to the operating partnership, except as a result of the redemption, exchange or transfer of units under the terms of the partnership agreement.

Issuance of Limited Partnership Interests

Vornado Realty Trust is authorized, without the consent of the limited partners, to cause the operating partnership to issue limited partnership interests to Vornado Realty Trust, to the limited partners and to other persons for the consideration and upon the terms and conditions that it deems appropriate. The operating partnership also may issue partnership interests in different series or classes. Units may be issued to Vornado Realty Trust only if it issues shares of beneficial interest and contributes to the operating partnership the proceeds received by it from the issuance of the shares. Consideration for partnership interests may be cash or any property or other assets permitted by the Delaware Revised Uniform Limited Partnership Act. Except to the extent expressly granted by Vornado Realty Trust on behalf of the partnership pursuant to another agreement, no limited partner has preemptive, preferential or similar rights with respect to capital contributions to the operating partnership or the issuance or sale of any partnership interests.

Meetings and Voting

Meetings of the limited partners may be proposed and called only by Vornado Realty Trust. Limited partners may vote either in person or by proxy at meetings. Any action that is required or permitted to be taken by the limited partners may be taken either at a meeting of the limited partners or without a meeting if consents in writing stating the action so taken are signed by limited partners owning not less than the minimum number of units that would be necessary to authorize or take the action at a meeting of the limited partners at which all limited partners entitled to vote on the action were present. On matters in which limited partners are entitled to vote, each limited partner, including Vornado Realty Trust to the extent it holds units, will have a vote equal to the number of common units he or she holds. At this time, there is no voting preference among the classes of common units. The preferred units have no voting rights, except as required by law or the terms of a particular series of preferred units. A transferee of units who has not been admitted as a substituted limited partner with respect to his or her transferred units will have no voting rights with respect to those units, even if the transferee holds other units as to which he or she has been admitted as a limited partner, and units owned by the transferee will be deemed to be voted on any matter in the same proportion as all other interests held by limited partners are voted. The partnership agreement does not provide for annual meetings of the limited partners, and Vornado Realty Trust does not anticipate calling such meetings.

Amendment of the Partnership Agreement

Amendments to the partnership agreement may be proposed only by Vornado Realty Trust. Vornado Realty Trust generally has the power, without the consent of any limited partners, to amend the partnership agreement as may be required to reflect any changes to the agreement that it deems necessary or appropriate in its sole discretion, provided that the amendment does not adversely affect or eliminate any right granted to a limited partner that is protected by the special voting provisions described below. Limitations on its power to amend the partnership agreement are described below.

The partnership agreement provides that it generally may not be amended with respect to any partner adversely affected by the amendment without the consent of that partner if the amendment would:

•convert a limited partner's interest into a general partner's interest;

•modify the limited liability of a limited partner;

•amend Section 7.11.A, which prohibits Vornado Realty Trust from taking any action in contravention of an express prohibition or limitation in the partnership agreement without the written consent of all partners adversely affected by the action or any lower percentage of the limited partnership interests that may be specifically provided for in the partnership agreement or under the Delaware Revised Uniform Limited Partnership Act;

•amend Article V, which governs distributions, Article VI, which governs allocations of income and loss for capital account purposes, or Section 13.2.A(3), which provides for distributions, after payment of partnership debts, among partners according to their capital accounts upon a winding up of the operating partnership;

•amend Section 8.6, which provides redemption rights; or

•amend the provision being described in this paragraph.

In addition, except with the consent of a majority of the common limited partners, excluding Vornado Realty Trust and entities controlled by Vornado Realty Trust, Vornado Realty Trust may not amend:

•Section 4.2.A, which authorizes issuance of additional limited partnership interests;

•Section 5.1.C, which requires that if Vornado Realty Trust is not a REIT or a publicly traded entity it must for each taxable year make cash distributions equal to at least 95% of the operating partnership's taxable income;

•Section 7.5, which prohibits Vornado Realty Trust from conducting any business other than in connection with the ownership of interests in the operating partnership except with the consent of a majority of the common limited partners, excluding Vornado Realty Trust and any entity controlled by Vornado Realty Trust;

•Section 7.6, which limits the operating partnership's ability to enter into transactions with affiliates;

•Section 7.8, which establishes limits on Vornado Realty Trust’s liabilities to the operating partnership and the limited partners;

•Section 11.2, which limits Vornado Realty Trust’ ability to transfer its interests in the operating partnership;

•Section 13.1, which describes the manner and circumstances in which the operating partnership will be dissolved;

•Section 14.1.C, which establishes the limitations on amendments being described in this paragraph; or

•Section 14.2, which establishes the rules governing meetings of partners.

In addition, any amendment that would affect those lockup agreements that are part of the partnership agreement requires the consent of 75% of the limited partners benefited by those lockup agreements, with some exceptions. See "—Borrowing by the Operating Partnership" above for information about the lockup agreements.

Books and Reports

Vornado Realty Trust is required to keep the operating partnership's books and records at the principal office of the operating partnership. The books of the operating partnership are required to be maintained for financial and tax reporting purposes on an accrual basis in accordance with generally accepted accounting principles, which we refer to as "GAAP." The limited partners have the right, with some limitations, to receive copies of the most recent annual and quarterly reports filed with the SEC by Vornado Realty Trust, the operating partnership's federal, state and local income tax returns, a list of limited partners, the partnership agreement

and the partnership certificate and all amendments to the partnership certificate. Vornado Realty Trust may keep confidential from the limited partners any information that it believes to be in the nature of trade secrets or other information whose disclosure it in good faith believes is not in the best interests of the operating partnership or which the operating partnership is required by law or by agreements with unaffiliated third parties to keep confidential.

Vornado Realty Trust will furnish to each limited partner, no later than the date on which it mails its annual report to its shareholders, an annual report containing financial statements of the operating partnership, or of Vornado Realty Trust, if it prepares consolidated financial statements including the operating partnership, for each fiscal year, presented in accordance with GAAP. The financial statements will be audited by a nationally recognized firm of independent public accountants selected by Vornado Realty Trust. In addition, if and to the extent that it mails quarterly reports to its shareholders, Vornado Realty Trust will furnish to each limited partner, no later than the date on which it mails the quarterly reports to its shareholders, a report containing unaudited financial statements of the operating partnership, or of Vornado Realty Trust, if the reports are prepared on a consolidated basis, as of the last day of the quarter and any other information that may be required by applicable law or regulation or that it deems appropriate.

The operating partnership is presently subject to the informational requirements of the Exchange Act, and in accordance therewith, files reports and other information with the SEC. Such reports and other information are also available from the SEC's Internet site (https://www.sec.gov).

Vornado Realty Trust will use reasonable efforts to furnish to each limited partner, within 90 days after the close of each taxable year, the tax information reasonably required by the limited partners for Federal and state income tax reporting purposes.

Power of Attorney

Under the terms of the partnership agreement, each limited partner and each assignee appoints Vornado Realty Trust, any liquidator, and the authorized officers and attorneys-in-fact of each, as the limited partner's or assignee's attorney-in-fact to do the following:

•to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments including, among other things, the partnership agreement and the certificate of limited partnership and all amendments or restatements of the certificate of limited partnership that Vornado Realty Trust or any liquidator deems appropriate or necessary to form, qualify or maintain the existence of the operating partnership as a limited partnership in the State of Delaware and in all other jurisdictions in which the operating partnership may conduct business or own property, (b) all instruments that Vornado Realty Trust or any liquidator deems appropriate or necessary to reflect any amendment or restatement of the partnership agreement in accordance with its terms, (c) all conveyances and other instruments that Vornado Realty Trust or any liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the operating partnership under the terms of the partnership agreement, (d) all instruments relating to the admission, withdrawal, removal or substitution of any partner, any transfer of units or the capital contribution of any partner and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of partnership interests; and

•to execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of Vornado Realty Trust or any liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the partners under the partnership agreement or is consistent with the terms of the partnership agreement or appropriate or necessary, in the sole discretion of Vornado Realty Trust or any liquidator, to effectuate the terms or intent of the partnership agreement.

The partnership agreement provides that this power of attorney is irrevocable, will survive the subsequent incapacity of any limited partner and the transfer of all or any portion of the limited partner’s or assignee's units and will extend to the limited partner's or assignee's heirs, successors, assigns and personal representatives.

Dissolution, Winding Up and Termination

The operating partnership will continue until December 31, 2095, as this date may be extended by Vornado Realty Trust in its sole discretion, unless sooner dissolved and terminated. The operating partnership will be dissolved before the expiration of its term, and its affairs wound up upon the occurrence of the earliest of:

•Vornado Realty Trust’s withdrawal as general partner without the permitted transfer of its interest to a successor general partner, except in some limited circumstances;

•the sale of all or substantially all of the operating partnership's assets and properties, subject to the lock-up agreements during the period when the lock-up agreements are in effect;

•the entry of a decree of judicial dissolution of the operating partnership under the provisions of the Delaware Revised Uniform Limited Partnership Act;

•the entry of a final non-appealable order for relief in a bankruptcy proceeding of the general partner, or the entry of a final non-appealable judgment ruling that the general partner is bankrupt or insolvent, except that, in either of these cases, in some circumstances the limited partners other than Vornado Realty Trust may vote to continue the operating partnership and substitute a new general partner in Vornado Realty Trust’s place; or

•after December 31, 2046, on election by Vornado Realty Trust, in its sole and absolute discretion.

Upon dissolution, Vornado Realty Trust, as general partner, or any liquidator will proceed to liquidate the assets of the operating partnership and apply the proceeds from the liquidation in the order of priority provided in the partnership agreement.

Document

EXHIBIT 21

All of the following are subsidiaries of both Vornado Realty Trust and Vornado Realty, L.P. as of December 31, 2023, except Vornado Realty, L.P. is a subsidiary of only Vornado Realty Trust.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

FORM 10-K

SUBSIDIARIES OF THE REGISTRANT

AS OF DECEMBER 31, 2023

State of

Name of Subsidiary

Organization

11 East 68th Street LLC

Delaware

11 East 68th TRS LLC

Delaware

1290 Management II, LLC

Delaware

131 West 33rd Street Owner LLC

Delaware

137 West 33rd Street Owner LLC

Delaware

138-142 West 32nd EAT LLC

Delaware

144-150 West 34th Street EAT LLC

Delaware

144-150 West 34th Street Owner II LLC

Delaware

148 Spring Street, LLC

Delaware

150 East 58th Garage LLC

Delaware

150 East 58th Street, L.L.C.

New York

150 Spring Street LLC

Delaware

1535 Broadway Holdings II LLC

Delaware

1535 Broadway LLC

Delaware

1535 Broadway Sign LLC

Delaware

1535/1540 Broadway Holdings LLC

Delaware

1535/1540 Broadway TRS LLC

Delaware

1540 Broadway Garage LLC

Delaware

1540 Broadway Holdings II LLC

Delaware

1540 Broadway LLC

Delaware

1540 Broadway Sign LLC

Delaware

1800 Park REIT LLC

Delaware

201 East 66th Street LLC

New York

220 CPS Garage LLC

Delaware

220 CPS Tower Club Corp

New York

265 West 34th Street Owner LLC

Delaware

280 Park Administration LLC

Delaware

280 Park Cleaning LLC

Delaware

280 Park Holdings LLC

Delaware

280 Park Junior Mezzanine LLC

Delaware

280 Park Management LLC

Delaware

280 Park REIT LLC

Delaware

280 Park Senior Mezzanine LLC

Delaware

280 Park Venture LLC

Delaware

29 West 57th Street Owner LLC

Delaware

304-306 Canal Street LLC

Delaware

31 West 57th Street Owner LLC

Delaware

330 West 58th Garage LLC

Delaware

334 Canal Street LLC

Delaware

350 Park EAT LLC

Delaware

4 USS LLC

Delaware

40 East 14 Realty Associates, L.L.C.

New York

401 Commercial L.P.

Delaware

401 Commercial Son II LLC

Delaware

401 Commercial Son LLC

Delaware

401 General Partner, L.L.C.

Delaware

401 Hotel General Partner, L.L.C.

Delaware

401 Hotel REIT, LLC

Delaware

401 Hotel TRS, LLC

Delaware

401 Hotel, L.P.

Delaware

408 West 15th Street Owner LLC

Delaware

484-486 Broadway Owner LLC

Delaware

486 8th Avenue Owner LLC

Delaware

488 Eighth Avenue Owner LLC

Delaware

49 West 57th Street Owner LLC

Delaware

510 Fifth Avenue LLC

Delaware

527 West Kinzie LLC

Delaware

58 Central Park II LLC

Delaware

58 Central Park III LLC

Delaware

58 Central Park LLC

Delaware

61 Ninth Avenue Development Holdings LLC

Delaware

61 Ninth Avenue Development LLC

Delaware

61 Ninth Avenue Development Member LLC

Delaware

61 Ninth Avenue Management LLC

Delaware

61 Ninth Retail Manager LLC

Delaware

640 Fifth Avenue Holdings II LLC

Delaware

640 Fifth Avenue Holdings LLC

Delaware

640 Fifth Avenue LLC

New York

640 Fifth Avenue Owner LLC

Delaware

650 Madison GP LLC

Delaware

650 Madison GP LP

Delaware

650 Madison Junior Mezz LLC

Delaware

650 Madison Office Manager LLC

Delaware

650 Madison Owner LLC

Delaware

650 Madison Retail Manager LLC

Delaware

650 Madison Senior Mezz LLC

Delaware

655 Fifth Avenue Holdings LLC

Delaware

655 Fifth Avenue LLC

Delaware

655 Fifth Avenue Owner LLC

Delaware

655 Fifth Holdings LLC

Delaware

655 Fifth II LLC

Delaware

655 Fifth III LLC

Delaware

666 Fifth Avenue Retail Holdings LLC

Delaware

666 Fifth Retail Holdings II LLC

Delaware

689 Fifth Avenue Holdings II LLC

Delaware

689 Fifth Avenue Holdings LLC

Delaware

689 Fifth Avenue L.L.C.

New York

697 Fifth/2 East 55th Street Manager LLC

Delaware

697 Fifth/2 East 55th Street TIC A Holdings LLC

Delaware

697 Fifth/2 East 55th Street TIC A Mezz LLC

Delaware

697 Fifth/2 East 55th Street TIC A Owner LLC

Delaware

697 Fifth/2 East 55th Street TIC A Titleholder LLC

Delaware

697 Fifth/2 East 55th Street TIC B Lower-Tier LLC

Delaware

697 Fifth/2 East 55th Street TIC B Mezz LLC

Delaware

697 Fifth/2 East 55th Street TIC B Upper-Tier LLC

Delaware

697 Fifth/2 East 55th TIC B Holdings LLC

Delaware

697 Fifth/2 East 55th TIC B Mortgage Borrower LLC

Delaware

6M Investor LP

Delaware

6M REIT LLC

Delaware

7 West 34th Street LLC

New York

715 Lexington Avenue LLC

New York

715 Lexington Avenue TIC II LLC

Delaware

715 Lexington Avenue TIC LLC

Delaware

770 Broadway Company LLC

New York

770 Broadway Mezzanine LLC

Delaware

770 Broadway Owner LLC

Delaware

825 Seventh Avenue Holding L.L.C.

New York

85 Tenth Junior Mezz LLC

Delaware

888 Seventh Avenue LLC

Delaware

888 Seventh Garage LLC

Delaware

909 Third Company, L.P.

New York

909 Third GP, LLC

Delaware

968 Third, L.L.C.

New York

Alexander's, Inc.

Delaware

Armory Meteverse LLC

Delaware

Art on theMart Foundation

Illinois

Art on theMart LLC

Delaware

Art Patron Holdings LLC

Delaware

Balena Funding LLC

Delaware

Balena Real Estate Development LLC

Delaware

Broadway 280 Park Fee LLC

Delaware

Building Maintenance Service LLC

Delaware

Carpet Care Technologies LLC

Delaware

Circle 1 LLC

Delaware

Coastal Belmont LLC

Delaware

CV Harlem Park LLC

Delaware

Dock Parking LLC

Delaware

Durham Leasing II L.L.C.

New Jersey

Durham Leasing L.L.C.

New Jersey

Eleven Penn Plaza LLC

New York

Farley Building Commercial Member LLC

Delaware

Farley Building Master Tenant LLC

Delaware

Farley Building Retail Member LLC

Delaware

Farley Building TRS LLC

Delaware

Farley Building USPS Member LLC

Delaware

Farley Commercial Master Tenant SPE LLC

Delaware

Farley Commercial Master Tenant SPE Manager LLC

Delaware

Farley Developer LLC

Delaware

Farley Lease Management LLC

Delaware

Farley Property Manager LLC

Delaware

Farley Retail Master Tenant SPE LLC

Delaware

Farley Retail Master Tenant SPE Manager LLC

Delaware

Farley USPS Master Tenant SPE LLC

Delaware

Farley USPS Master Tenant SPE Manager LLC

Delaware

Fuller Madison LLC

New York

Garfield Parcel L.L.C.

New Jersey

Geneva Associates Owner LLC

Delaware

Green Acres 666 Fifth Retail EAT TIC Owner LLC

Delaware

Guard Management Service Corp.

Delaware

HBR Properties Annapolis, L.L.C.

Delaware

HBR Properties, L.L.C.

Delaware

IP Mezz Borrower I LLC

Delaware

IP Mezz Borrower II LLC

Delaware

IP Mortgage Borrower LLC

Delaware

LaSalle Hubbard L.L.C.

Delaware

Leva II Holdings LLC

Delaware

Leva III Holdings LLC

Delaware

Madave Holdings LLC

Delaware

Madave Properties SPE LLC

Delaware

Manhattan High Street Holdings GP LLC

Delaware

Manhattan High Street Holdings LLC

Delaware

Manhattan High Street Holdings LP

Delaware

Manhattan High Street REIT Holdings LLC

Delaware

Manhattan High Street Retail Leasing LLC

Delaware

Mart Parking II, LLC

Delaware

Mart Parking LLC

Delaware

Mart Trade Show L.L.C.

Delaware

MC 19 East Houston LLC

Delaware

MC VNO Soho LLC

Delaware

MC VNO Soho Manager LLC

Delaware

Merchandise Mart First Mezzanine Borrower L.L.C.

Delaware

Merchandise Mart Holdco L.L.C.

Delaware

Merchandise Mart L.L.C.

Delaware

Merchandise Mart Properties, Inc.

Delaware

Merchandise Mart Second Mezzanine Borrower L.L.C.

Delaware

MMPI Piers MTS L.L.C.

Delaware

Mortgage Owner LLC

Delaware

Moynihan Commercial Holdings II LLC

Delaware

Moynihan Commercial Holdings LLC

Delaware

Moynihan Commercial Master Landlord SPE LLC

Delaware

Moynihan Food Hall Bar LLC

Delaware

Moynihan Interim Tenant LLC

Delaware

Moynihan Overlook Bar LLC

Delaware

Moynihan Retail Holdings II LLC

Delaware

Moynihan Retail Holdings LLC

Delaware

Moynihan Retail Master Landlord SPE LLC

Delaware

Moynihan Train Hall Developer LLC

Delaware

Moynihan USPS Holdings II LLC

Delaware

Moynihan USPS Holdings LLC

Delaware

Moynihan USPS Master Landlord SPE LLC

Delaware

MTS-MM L.L.C.

Delaware

New Jersey GL LLC

Delaware

Ninety Park Garage LLC

Delaware

Ninety Park Lender LLC

New York

Ninety Park Lender QRS, Inc.

Delaware

Ninety Park Manager LLC

New York

Ninety Park Owner LLC

Delaware

Ninety Park Property LLC

New York

One Park Avenue Partners LLC

Delaware

One Park Avenue Senior Mezz Partners LLC

Delaware

One Park Owner JV LP

Delaware

One Penn Plaza LLC

New York

One Penn Plaza TRS, Inc.

Delaware

Orleans Hubbard LLC

Delaware

Paris Associates Owner LLC

Delaware

PCJ I Inc.

New York

Peak Power One LLC

Delaware

Penn 1 Azure LLC

Delaware

Penn 1 Birtie LLC

Delaware

Penn 1 FC Lessee LLC

Delaware

Penn 1 Garage LLC

Delaware

Penn 1 Platform LLC

Delaware

Penn 1 Powerspace LLC

Delaware

Penn 1 Restaurant Manager LLC

Delaware

Penn 1 WorkPlace LLC

Delaware

PENN 2 Holdings II LLC

Delaware

PENN 2 Holdings III LLC

Delaware

PENN 2 Holdings LLC

Delaware

PENN 2 Pavilion Lounge LLC

Delaware

PENN 2 2nd Floor Tenant Lounge LLC

Delaware

PENN 2 Restaurant Manager LLC

Delaware

PENN 2 Rooftop Manager LLC

Delaware

Penn District Benefits Provider LLC

Delaware

Penn District BP LLC

Delaware

Penn District Station Developer LLC

Delaware

Penn Plaza Insurance Company, L.L.C.

Vermont

Pier 94 Development Manager LLC

Delaware

Pier 94 JVCo LLC

Delaware

Pier 94 LeaseCo, LLC

Delaware

Pier 94 MezzCo, LLC

Delaware

Piers 92/94 LLC

Delaware

Powerspace & Services, Inc.

Delaware

Rego Center Garage LLC

Delaware

RV Farley Developer LLC

Delaware

RV Farley Holdings LLC

Delaware

RVS Partners LLC

Delaware

Shenandoah Parent LLC

Delaware

Skyline Parent LLC

Delaware

SMB Administration LLC

Delaware

SMB Tenant Services LLC

Delaware

SO Hudson 555 Management, Inc.

Delaware

SO Hudson Westside I Corp.

Delaware

T53 Condominium, L.L.C.

New York

the Mart Conference LLC

Delaware

The Palisades A/V Company, L.L.C.

Delaware

Thebes I LLC

Delaware

theMart FC LLC

Delaware

theMart Manager LLC

Delaware

TheMart Tots LLC

Delaware

TMO 1 LLC

Delaware

Two Penn Plaza REIT, Inc.

New York

V3P Parking LLC

Delaware

VCP COI One Park LP

Delaware

VCP IM L.L.C.

Delaware

VCP LP L.L.C.

Delaware

VCP One Park Parallel REIT LLC

Delaware

VCP Parallel COI One Park LP

Delaware

Virgin Sign L.L.C.

Delaware

VMC Parking LLC

Delaware

VNO 100 West 33rd Street LLC

Delaware

VNO 11 East 68th Street Holding Company LLC

Delaware

VNO 11 East 68th Street Mezz LLC

Delaware

VNO 1750 Pennsylvania Avenue LLC

Delaware

VNO 1800 Park LLC

Delaware

VNO 220 Development LLC

Delaware

VNO 225 West 58th Street LLC

Delaware

VNO 225 West 58th Street Mezz Owner LLC

Delaware

VNO 267 West 34th LLC

Delaware

VNO 280 Park JV Member LLC

Delaware

VNO 33 West 57th Street LLC

Delaware

VNO 350 Park Development LLC

Delaware

VNO 350 Park Member LLC

Delaware

VNO 40 East 52nd Street LLC

Delaware

VNO 401 Commercial Lessee LLC

Delaware

VNO 431 Seventh Avenue LLC

Delaware

VNO 435 Seventh Avenue LLC

Delaware

VNO 510 Fifth LLC

Delaware

VNO 510 West 22nd JV Member LLC

Delaware

VNO 510 West 22nd Lender LLC

Delaware

VNO 535-545 5th Loan LLC

Delaware

VNO 537 West 26th Street Owner LLC

Delaware

VNO 606 Broadway LLC

Delaware

VNO 606 Broadway Manager Member LLC

Delaware

VNO 61 Ninth Avenue Member LLC

Delaware

VNO 63rd Street LLC

Delaware

VNO 650 Madison Investor LLC

Delaware

VNO 650 Madison LLC

Delaware

VNO 7 West 34th Street Owner LLC

Delaware

VNO 7 West 34th Street Sub LLC

Delaware

VNO 86 Lex LLC

Delaware

VNO 93rd Street LLC

Delaware

VNO 966 Third Avenue LLC

Delaware

VNO AC LLC

Delaware

VNO Building Acquisition LLC

Delaware

VNO Capital Partners REIT LLC

Delaware

VNO Capital Partners TRS LLC

Delaware

VNO IF GP LLC

Delaware

VNO IP Loan LLC

Delaware

VNO Island Global LLC

Delaware

VNO LF 50 West 57th Street Holding LLC

Delaware

VNO LF 50 West 57th Street JV LLC

Delaware

VNO LF 50 West 57th Street LLC

Delaware

VNO LF 50 West 57th Street Management LLC

Delaware

VNO LNR Holdco, L.L.C.

Delaware

VNO Loan Acquisition LLC

Delaware

VNO Mobility Holdings LLC

Delaware

VNO New York Office Management LLC

Delaware

VNO One Park LLC

Delaware

VNO One Park Management LLC

Delaware

VNO One Park Owner LLC

Delaware

VNO Parking Garages LLC

Delaware

VNO PENN District Holdings II LLC

Delaware

VNO PENN District Holdings LLC

Delaware

VNO Pentagon City LLC

Delaware

VNO Pier 94 JV Member LLC

Delaware

VNO SC Note LLC

Delaware

VNO Wayne License LLC

Delaware

VNO Wayne Towne Center Holding LLC

Delaware

VNO Wayne Towne Center LLC

Delaware

VNO/Farley BL Member LLC

Delaware

VNO/Farley Developer Member LLC

Delaware

VNO/Farley PM Member LLC

Delaware

VOI Parking LLC

Delaware

Vornado 220 Central Park South II LLC

Delaware

Vornado 220 Central Park South LLC

Delaware

Vornado 330 W 34 Mezz LLC

Delaware

Vornado 330 West 34th Street L.L.C.

Delaware

Vornado 40 East 66th Street LLC

Delaware

Vornado 40 East 66th Street Member LLC

Delaware

Vornado 40 East 66th Street TRS LLC

Delaware

Vornado 401 Commercial LLC

Delaware

Vornado 601 Madison Avenue, L.L.C.

Delaware

Vornado 620 Sixth Avenue L.L.C.

Delaware

Vornado 692 Broadway, L.L.C.

Delaware

Vornado 90 Park Avenue L.L.C.

Delaware

Vornado 90 Park Member L.L.C.

Delaware

Vornado 90 Park QRS, Inc.

Delaware

Vornado Acquisition Co. LLC

Delaware

Vornado Air Rights LLC

Delaware

Vornado Auto L.L.C.

Delaware

Vornado Capital Partners GP LLC

Delaware

Vornado Capital Partners Parallel GP LLC

Delaware

Vornado Capital Partners Parallel LP

Delaware

Vornado Capital Partners Parallel REIT LLC

Delaware

Vornado Capital Partners, L.P.

Delaware

Vornado Cogen Holdings LLC

Delaware

Vornado Communications, LLC

Delaware

Vornado Concierge LLC

Delaware

Vornado Condominium Management LLC

Delaware

Vornado Eleven Penn Plaza LLC

Delaware

Vornado Eleven Penn Plaza Owner LLC

Delaware

Vornado Farley Holdings LLC

Delaware

Vornado Farley Member LLC

Delaware

Vornado Fort Lee L.L.C.

Delaware

Vornado Fortress LLC

Delaware

Vornado Harlem Park LLC

Delaware

Vornado Investment Corporation

Delaware

Vornado Investments L.L.C.

Delaware

Vornado Lending L.L.C.

New Jersey

Vornado Management Corp.

Delaware

Vornado Marketing LLC

Delaware

Vornado New York RR One L.L.C.

Delaware

Vornado NY TRS LLC

Delaware

Vornado Office Inc.

New York

Vornado Office Management LLC

New York

Vornado Penn Plaza Master Plan Developer LLC

Delaware

Vornado Property Advisor LLC

Delaware

Vornado Realty L.L.C.

Delaware

Vornado Realty, L.P.

Delaware

Vornado Retail Finance Manager LLC

Delaware

Vornado Rosslyn LLC

Delaware

Vornado RTR Urban Development LLC

Delaware

Vornado RTR Urban Development TMP LLC

Delaware

Vornado RTR, Inc.

Delaware

Vornado San Jose LLC

Delaware

Vornado SC Properties II LLC

Delaware

Vornado SC Properties LLC

Delaware

Vornado Shenandoah Holdings II LLC

Delaware

Vornado Sign LLC

Delaware

Vornado Suffolk LLC

Delaware

Vornado Sun LLC

Delaware

Vornado Title L.L.C.

Delaware

Vornado TSQ LLC

Delaware

Vornado Two Penn Plaza L.L.C.

Delaware

Vornado Two Penn Property L.L.C.

Delaware

Vornado Westbury Retail II LLC

Delaware

Vornado Westbury Retail LLC

Delaware

V-R 350 Park LLC

Delaware

VRT Development Rights LLC

New York

VSPS LLC

Delaware

WDC 666 Fifth Retail TIC Owner LLC

Delaware

Wells Kinzie L.L.C.

Delaware

West 57th Street Holding LLC

Delaware

West 57th Street JV LLC

Delaware

West 57th Street Management LLC

Delaware

WOC 666 Fifth Retail TIC Owner LLC

Delaware

Document

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of Vornado Realty Trust of our reports dated February 12, 2024, relating to the financial statements of Vornado Realty Trust and subsidiaries and the effectiveness of Vornado Realty Trust and subsidiaries’ internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2023:

Amendment No.1 to Registration Statement No. 333-36080 on Form S-3

Amendment No.1 to Registration Statement No. 333-50095 on Form S-3

Amendment No.1 to Registration Statement No. 333-89667 on Form S-3

Amendment No.1 to Registration Statement No. 333-102215 on Form S-3

Amendment No.1 to Registration Statement No. 333-102217 on Form S-3

Registration Statement No. 333-105838 on Form S-3

Registration Statement No. 333-107024 on Form S-3

Registration Statement No. 333-114146 on Form S-3

Registration Statement No. 333-121929 on Form S-3

Amendment No.1 to Registration Statement No. 333-120384 on Form S-3

Registration Statement No. 333-126963 on Form S-3

Registration Statement No. 333-139646 on Form S-3

Registration Statement No. 333-141162 on Form S-3

Registration Statement No. 333-150592 on Form S-3

Registration Statement No. 333-172880 on Form S-8

Registration Statement No. 333-191865 on Form S-4

Registration Statement No. 333-232056 on Form S-8

Registration Statement No. 333-258409 on Form S-3

Registration Statement No. 333-272385 on Form S-8

and in the following joint registration statement of Vornado Realty Trust and Vornado Realty L. P.:

Registration Statement No. 333-254965 on Form S-3

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

Document

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the joint Registration Statement No. 333-254965 on Form S-3 of Vornado Realty Trust and Vornado Realty L.P. of our reports dated February 12, 2024, relating to the financial statements of Vornado Realty L.P. and subsidiaries and the effectiveness of Vornado Realty L. P. and subsidiaries' internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 12, 2024

Document

EXHIBIT 31.1

CERTIFICATION

I, Steven Roth, certify that:

1.I have reviewed this Annual Report on Form 10-K of Vornado Realty Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			February 12, 2024

			/s/ Steven Roth
			Steven Roth
			Chairman of the Board and Chief Executive Officer

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EXHIBIT 31.2

CERTIFICATION

I, Michael J. Franco, certify that:

1.I have reviewed this Annual Report on Form 10-K of Vornado Realty Trust;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			February 12, 2024

			/s/ Michael J. Franco
			Michael J. Franco
			President and Chief Financial Officer

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EXHIBIT 31.3

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vornado Realty L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			February 12, 2024

			/s/ Steven Roth
			Steven Roth
			Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

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EXHIBIT 31.4