VORNADO REALTY TRUST 2016 ANNUAL REPORT
10JUL201211394241
6APR201118555177
This Annual Report is printed on recycled paper and is recyclable.
V O R N A D O C O M P A N Y P R O F I L E
Vornado Realty Trust is a fully-integrated real estate investment trust.
We own all or portions of:
Continuing Business (“RemainCo”):
• 20.2 million square feet of Manhattan office space in 36 properties;
• 2.7 million square feet of Manhattan flagship street retail space in 70 properties;
• 2,004 units in twelve residential properties;
• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in
the heart of the Penn Plaza district;
• A 32.4% interest in Alexander’s, Inc. (NYSE:ALX) which owns seven properties
in the greater New York metropolitan area including 731 Lexington Avenue, the
1.3 million square foot Bloomberg L.P. headquarters building;
• Signage throughout Penn Plaza and Times Square;
• BMS, our wholly owned subsidiary, which provides cleaning and security services
for our buildings and third parties, employing 2,587 associates;
• The 3.7 million square foot MART (“theMART”) in Chicago;(1)
• A 70% controlling interest in 555 California Street,(1) a three-building office
complex in San Francisco’s financial district aggregating 1.8 million square feet,
known as the Bank of America Center;
• A 5.4% interest in Urban Edge Properties (NYSE:UE); an 8.0% interest in
Pennsylvania Real Estate Investment Trust (NYSE:PEI); a 7.8% interest in
Lexington Realty Trust (NYSE:LXP); and a 32.5% interest in Toys “R” Us, Inc.;
• 220 Central Park South, a 950-foot-tall luxury residential for-sale condominium
tower containing 400,000 salable square feet, currently under construction for
2018 delivery.
Businesses We Will Spin (Washington) and Wind Down (Real Estate Fund):
Washington:(2)
• 11.1 million square feet of office space in 44 properties;
• 3,156 units in nine residential properties; and
Real Estate Fund
• A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the
general partner and investment manager of the fund. The fund’s investment period
ended in July 2013.
Vornado’s common shares are listed on the New York Stock Exchange and are traded
under the symbol: VNO.
theMART and 555 California Street are reported in the Other Segment. They are operated by the New York Division.
1
2 As announced in October 2016, Vornado’s Board of Trustees approved the tax-free spin-off of our Washington, DC segment and we entered into a
definitive agreement to merge it with the management business and certain select assets of The JBG Companies (“JBG”), a Washington, DC real
estate company. The transaction is expected to be completed in the second quarter of 2017. There can be no assurance that this transaction will be
completed.
F I N A N C I A L H I G H L I G H T S
As Reported
Revenues
Net income
Net income per sharebasic
Net income per sharediluted
Total assets
Total equity
EBITDA (before noncontrolling interest and gains on sale of real estate)
Funds from operations
Funds from operations per share
% increase in funds from operations per share
Year Ended December 31,
2016
2,506,202,000
823,606,000
4.36
4.34
2015
2,502,267,000
679,856,000
3.61
3.59
$
$
$
$
20,814,847,000
$ 21,143,293,000
7,618,496,000
2,161,137,000
1,457,583,000
7.66
39.8%
$
$
$
$
7,476,078,000
1,576,150,000
1,039,035,000
5.48
13.4%
$
$
$
$
$
$
$
$
$
In various sections throughout this letter, we present materials that exclude Washington, DC (which is expected to be spun off
in the second quarter of 2017) and the Real Estate Fund (which is in wind down) so as to better represent RemainCo, our
continuing business.
As Adjusted and excluding Washington, DC and the Real Estate Fund
Revenues
Net income
Net income per sharebasic
Net income per sharediluted
Total assets
EBITDA
Funds from operations
Funds from operations per share
% increase in funds from operations per share
Year Ended December 31,
2016
1,978,131,000
193,026,000
1.02
1.02
2015
1,905,124,000
213,628,000
1.13
1.13
$
$
$
$
19,172,679,000
$ 18,384,434,000
1,251,835,000
690,655,000
3.63
4.9%
$
$
$
1,174,267,000
656,093,000
3.46
20.1%
$
$
$
$
$
$
$
$
In these financial highlights and in the Chairman’s letter to our shareholders that follows, we present certain non-GAAP measures, including revenues, net income, total assets,
EBITDA and Funds from Operations, all as adjusted and excluding Washington, DC and the Real Estate Fund as well as Funds from Operations and EBITDA before gains on sale
of real estate. We have provided reconciliations of these non-GAAP measures to the applicable GAAP measures in the appendix section of this Chairman’s letter and in the
Company’s Annual Report on Form 10-K under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which accompanies this letter
or can be viewed at www.vno.com.
To Our Shareholders
Funds from Operations, as Adjusted (an apples-to-apples comparison of our continuing business, eliminating
certain one-timers, formerly called Comparable Funds from Operations) for the year ended December 31, 2016 was
$886.8 million, $4.66 per diluted share, compared to $900.9 million, $4.75 per diluted share, for the previous year, a
1.9% decrease per share.
Funds from Operations, as Adjusted and excluding Washington, DC and the Real Estate Fund (which
represents RemainCo, our continuing business) for the year ended December 31, 2016 was $690.7 million, $3.63 per
diluted share, compared to $656.1 million, $3.46 per diluted share, for the previous year, a 4.9% increase per share.
Funds from Operations, as Reported (apples-to-apples plus one-timers) for the year ended December 31, 2016
was $1,457.6 million, $7.66 per diluted share, compared to $1,039.0 million, $5.48 per diluted share, for the previous
year. (See page 4 for a reconciliation of Funds from Operations, as Reported to Funds from Operations, as Adjusted and
excluding Washington, DC and the Real Estate Fund.)
Net Income attributable to common shares for the year ended December 31, 2016 was $823.6 million, $4.34 per
diluted share, versus $679.9 million, $3.59 per diluted share, for the previous year.
After we complete the tax-free spin-off of our Washington, DC business, Our Business, (RemainCo) will be 89%
concentrated in New York, the most important city in the world, and overall is 69% office and 30% high street flagship
retail.
Here are our financial results (presented in EBITDA format) by business unit:
($ IN MILLIONS)
EBITDA:
New York:
Office
Street Retail
Alexander’s
Hotel Pennsylvania
Total New York
theMART
555 California Street
EBITDA
2016
Same Store
% Increase/
(Decrease)
Cash
GAAP
10.5%
9.5%
14.2%
6.7%
10.3%
4.4%
(56.1%)
(56.5%)
8.6%
6.3%
13.3%
14.0%
(13.1%)
(9.3%)
% of 2016
EBITDA
Increase/
(Decrease)
2016/2015
2016
2015
2014
EBITDA
53.7%
30.7%
3.7%
0.8%
88.9%
7.4%
3.7%
100%
20.6
24.4
3.3
(13.0)
35.3
12.7
(4.2)
43.8
668.4
381.5
46.2
10.0
1,106.1
91.9
45.8
1,243.8
647.8
357.1
42.9
23.0
1,070.8
79.2
609.3
277.3
41.7
30.7
959.0
79.0
50.0
1,200.0
48.9
1,086.9
Other (see page 3 for details)
EBITDA before Washington, DC and the
Real Estate Fund
647.8
51.8
337.2
1,891.6
1,251.8
1,424.1
Washington, DC
Real Estate Fund
3.8%
2.8%
--
(54.9)
290.5
(21.0)
290.5
33.9
290.4
70.3
EBITDA before noncontrolling interest and gains on sale of real estate
2,161.1
1,576.2
1,784,8
This letter and this Annual Report contain 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 performance. The Company’s future results, financial condition and business may
differ materially from those expressed in these forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many
of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors, see “Forward-Looking Statements” and “Item 1A.
Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, a copy of which accompanies this letter or can be viewed at www.vno.com.
2
Other EBITDA is comprised of:
($ IN MILLIONS)
Net gain on extinguishment of Skyline properties debt
Income from repayment of loans to and preferred
equity in 85 Tenth Avenue
Corporate general and administrative expenses
Acquisition related costs
Other investments
Investment income
EBITDA of properties and investments sold
Net gain on sale of other assets
Toys “R” Us
Other, net
Total
2016
487.9
160.8
(100.6 )
(26.0 )
84.3
22.5
30.2
1.0
2.0
(14.3 )
647.8
2015
--
--
(106.4 )
(35.2 )
43.2
26.4
110.0
6.7
2.5
4.6
51.8
2014
--
--
(94.9 )
(31.3 )
9.4
31.7
299.7
13.6
103.6
5.4
337.2
3
The following chart reconciles Funds from Operations, as Reported to Funds from Operations, as Adjusted and
excluding Washington, DC and the Real Estate Fund:
($ IN MILLIONS, EXCEPT PER SHARE)
Funds from Operations, as Reported
Less adjustments for certain items that impact FFO:
Net gain on extinguishment of Skyline properties debt
FFO of Washington, DC, Urban Edge pre spin-off and real estate sold
Income from repayment of loans to and preferred equity in 85 Tenth Avenue
Real Estate Fund
Acquisition related costs
Impairment loss – India
Reversal of deferred tax allowance
Toys “R” Us FFO
Write-off of deferred financing and defeasance costs
Other, primarily noncontrolling interests’ share of above adjustments
Total adjustments
2016
1,457.6
2015
1,039.0
2014
911.1
487.9
241.3
160.8
(21.0 )
(26.0 )
(14.0 )
--
--
--
(62.1 )
766.9
--
290.8
--
33.9
(12.5 )
--
90.0
--
--
(19.3 )
382.9
--
424.6
--
70.3
(16.4 )
--
--
(66.4 )
(22.7 )
(21.8 )
367.6
Funds from Operations as Adjusted and excluding Washington, DC and the
Real Estate Fund
Funds from Operations as Adjusted and excluding Washington, DC and the
Real Estate Fund per share
690.7
656.1
543.5
3.63
3.46
2.88
Funds from Operations, as Adjusted and excluding Washington, DC and the Real Estate Fund, increased by
$34.6 million in 2016, to $3.63 from $3.46 per share, an increase of $0.17 per share, or 4.9%.
($ IN MILLIONS, EXCEPT PER SHARE)
Same Store Operations:
New York Office
New York Street Retail
New York Hotel Penn
theMART
555 California Street
Properties placed back into service
Acquisitions, net of interest expense
Interest expense
Other
Increase in FFO as Adjusted and excluding Washington, DC
Amount
Per Share
44.1
34.5
(13.0)
12.1
(4.7)
6.2
12.8
(34.0)
(23.4)
0.22
0.17
(0.05)
0.06
(0.02)
0.03
0.06
(0.17)
(0.13)
and the Real Estate Fund
34.6
0.17
4
Report Card
We manage the business for long-term wealth creation. We cannot directly influence share price, but surely our
share price over time is a report card on our performance. Since I have run Vornado from 1980, total shareholder
returns have been 16.5%(3) per annum. Dividends have represented 3.6 percentage points of Vornado’s annual
return.
Here is a chart that shows Vornado’s total return to shareholders compared to the Office REIT and MSCI indices for
various periods ending December 31, 2016 and for 2017 year-to-date:
2017 YTD
One-year
Three-year
Five-year
Ten-year
Fifteen-year
Twenty-year
Office
REIT
Index
2.4 %
13.2 %
42.8 %
72.1 %
31.0 %
233.0 %
434.7 %
MSCI
Index
1.2 %
8.6 %
45.2 %
75.2 %
62.3 %
361.1 %
520.5 %
Vornado
(1.9 )%
7.3 %
40.6 %
76.0 %
36.9 %
425.0 %
986.7 %
Growth
As is our custom, we present the chart below that traces our ten-year record of growth, both in absolute dollars and
per share amounts:
As Adjusted
Excluding Washington, DC and
the Real Estate Fund
(RemainCo)(4)
FFO
EBITDA
1,251.8
1,174.3
1,057.5
1,011.5
882.4
868.1
823.8
787.4
852.2
862.4
Amount
690.7
656.1
543.5
503.0
385.4
370.3
352.4
230.5
341.9
378.9
Per
Share
3.63
3.46
2.88
2.68
2.07
1.93
1.86
1.33
2.09
2.31
Shares
Outstanding
200.5
199.9
198.5
197.8
197.3
196.5
195.7
194.1
168.9
167.7
($ AND SHARES IN MILLIONS,
EXCEPT PER SHARE DATA)
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
RemainCo FFO increased this year by 5.3% (4.9% on a per share basis), 13.3% per year over five years (13.5% on a
per share basis) and 10.9% per year over ten years (8.7% on a per share basis).
3 More recent shareholder returns have been 12.6% for 5 years and 3.5% for 10 years.
4 EBITDA and FFO including Washington, DC and the Real Estate Fund are as follows:
($ AND SHARES IN MILLIONS,
EXCEPT PER SHARE DATA)
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
EBITDA
1,521.3
1,498.8
1,418.2
1,357.3
1,211.3
1,215.5
1,161.0
1,095.3
1,139.4
1,130.4
5
FFO
Per
Share
4.66
4.75
4.33
4.02
3.27
3.20
3.11
2.62
3.31
3.42
Amount
886.8
900.9
816.5
754.8
610.5
613.9
590.7
453.9
541.6
561.6
Shares
Outstanding
200.5
199.9
198.5
197.8
197.3
196.5
195.7
194.1
168.9
167.7
Acquisitions/Dispositions
Our external growth has never been programmed, formulaic or linear, i.e. we do not budget acquisition activity. Each
year, we mine our deal flow for opportunities and, as such, our acquisition volume is lumpy. Our acquisition activity
since 2013 has ebbed in response to a rising market. Acquisitions have been limited to strategic New York retail
properties and creative class, value-add office projects; if we were an industrial company, you might call them bolt-on
acquisitions. We have pushed away from acquisitions that are off-the-fairway, non-strategic or over-priced.
Since 2012, our disposition activity has increased four-fold as we have implemented our strategic simplification; we
have sold much more than we have acquired. We have executed over $5.7 billion of asset sales in 70 transactions,
recognizing $2.4 billion of gains. In addition, we will have distributed $9.7 billion to shareholders by way of a tax-
free spin-off of Urban Edge Properties (our strip shopping center business) and the pending spin-off of our
Washington, DC business. Importantly, we have also significantly upgraded the mix and quality of our assets. For
example, trading:
•
•
•
•
the Green Acres B+ mall for the retail block at 666 Fifth Avenue (Uniqlo);
866 UN Plaza for 655 Fifth Avenue (Ferragamo);
1740 Broadway, a B office building, for the St. Regis retail on Fifth Avenue (Harry Winston); and
1750 Pennsylvania Avenue for Old Navy on 34th Street.
Here is a ten-year schedule of acquisitions and dispositions.
Acquisitions(5)
Dispositions(5)
($ IN MILLIONS)
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
Number of
Transactions
5
13
6
6
10
12
15
--
3
38
Asset
Cost
128.3
955.8
648.1
813.3
1,365.2
1,499.1
542.4
--
31.5
4,063.6
108
10,047.3
Number of
Transactions
5
11
11
20
23
7
5
16
6
5
109
(6)
Proceeds
1,022.5
972.9
1,060.4
1,429.8
1,222.3
389.2
137.8
262.8
493.2
186.3
7,177.2
(6)
Net
Gain
664.4
316.7
523.4
434.1
454.0
137.8
56.8
43.0
171.1
60.1
2,861.4
The action here takes place on the 45th floor where our acquisitions/dispositions teams reside. Special thanks to
EVP - CIO Michael Franco and EVP Mark Hudspeth and to SVPs Cliff Broser, Mario Ramirez, Adam Green,
GauRav Khanna and the rest of the team; and to SVP Ernie Wittich in Washington. Michael in the lead, with Adam,
Michael Schnitt and Darren Chan were our JBG deal team.
5 Excludes spin-offs and marketable securities.
6 Includes the disposition of the Skyline properties, Fairfax, Virginia, which were placed in receivership in August 2016. In December of
2016, the final disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets
(approximately $236 million) and liabilities (approximately $724 million) were removed from our balance sheet which resulted in a net
gain of $488 million. One could look at this transaction as a $724 million sale which resulted in a $488 million gain.
6
Capital Markets
At year-end we had $4.2 billion of liquidity comprised of $1.8 billion of cash, restricted cash and marketable securities
and $2.4 billion available on our $2.5 billion revolving credit facilities. Today, we have the same $4.2 billion of
liquidity available.
Since January 1, 2016, we have executed the following capital markets transactions:
•
•
•
•
•
•
•
•
•
•
•
In December, the joint venture, in which we have a 45.1% ownership interest, obtained a $90 million
construction loan on 61 Ninth Avenue. The loan matures in December 2020 with two six-month extension
options. The interest rate is LIBOR plus 3.05%. As of March 31, 2017, there was nothing drawn on the loan.
In December, we completed a $400 million refinancing of 350 Park Avenue, a 571,000 square foot
Manhattan office building. The ten-year loan is interest only and has a fixed rate of 3.92%. We realized net
proceeds of approximately $111 million. The property was previously encumbered by a 3.75%, $284 million
mortgage which was scheduled to mature in January 2017.
In November, we extended one of our two $1.25 billion unsecured revolving credit facilities from June 2017
to February 2021 with two six-month extension options. The interest rate on the extended facility was
lowered from LIBOR plus 115 basis points to LIBOR plus 100 basis points. The facility fee remains
unchanged at 20 basis points.
In September, we completed a $675 million refinancing of theMART, a 3,652,000 square foot commercial
building in Chicago. The five-year loan is interest only and has a fixed rate of 2.70%. We realized net
proceeds of approximately $124 million. The property was previously encumbered by a 5.57%, $550 million
mortgage which was scheduled to mature in December 2016.
In September, we redeemed all of the outstanding 6.875% Series J cumulative redeemable preferred shares at
their redemption price of $25.00 per share, or $246 million in the aggregate, plus accrued and unpaid
dividends through the date of redemption.
In August, the joint venture, in which we have a 49.9% ownership interest, completed an $80 million
refinancing of 50-70 West 93rd Street, a 326 unit Manhattan residential complex. The three-year loan with
two one-year extensions is interest only at LIBOR plus 1.70% (2.68% at March 31, 2017). The property was
previously encumbered by a $45 million first mortgage at LIBOR plus 1.90% and an $18.5 million second
mortgage at LIBOR plus 1.65%, which were scheduled to mature in September 2016.
In May, we completed a $300 million recourse financing of 7 West 34th Street, a 479,000 square foot
Manhattan office building. The ten-year loan is interest only at a fixed rate of 3.65% and matures in
June 2026. In June, we sold a 47% interest in the building. We retained all of the net proceeds from the
financing, as well as $127 million from the sale.
In May, the joint venture, in which we have a 50% ownership interest, completed a $900 million refinancing
of 280 Park Avenue, a 1,249,000 square foot Manhattan office building. The three-year loan with four one-
year extensions is interest only at LIBOR plus 2.00% (2.80% at March 31, 2017). The property was
previously encumbered by a 6.35%, $721 million mortgage which was scheduled to mature in June 2016.
In May, the joint venture, in which we have a 55% ownership interest completed a $273 million refinancing
of The Warner Building, a 622,000 square foot Washington, DC office building. The loan matures in June
2023, has a fixed rate of 3.65%, is interest only for the first two years and amortizes based on a 30-year
schedule beginning in year three. The property was previously encumbered by a 6.26%, $293 million
mortgage which matured in May 2016.
In March, the joint venture, in which we have a 55% ownership interest, completed a $300 million
refinancing of One Park Avenue, a 949,000 square foot Manhattan office building. The loan matures in
March 2021 and is interest only at LIBOR plus 1.75% (2.58% at March 31, 2017). The property was
previously encumbered by a 4.995%, $250 million mortgage which matured in March 2016.
In February, we completed a $700 million refinancing of 770 Broadway, a 1,158,000 square foot Manhattan
office building. The five-year loan is interest only at LIBOR plus 1.75% (2.53% at March 31, 2017), which
was swapped for four and a half years to a fixed rate of 2.56%. We realized net proceeds of approximately
$330 million. The property was previously encumbered by a 5.65%, $353 million mortgage which was
scheduled to mature in March 2016.
Our Triple A capital markets team was responsible for over $5.0 billion of transactions in this very active year.
Thank you to EVP Mark Hudspeth and SVPs Richard Reczka and Jan LaChapelle.
7
Below is the right hand side of our balance sheet at December 31, 2016: (7)
($ IN MILLIONS)
Secured debt
Unsecured debt
Pro rata share of non-consolidated debt (excluding Toys “R” Us)
Noncontrolling interests’ share of consolidated debt
Total debt
To be transferred to JBG SMITH
220 Central Park South(8)
666 Fifth Avenue office debt, at share
Cash, restricted cash and marketable securities
Net debt
EBITDA as adjusted(9)
Net debt/EBITDA as adjusted
9,374
1,341
3,229
(598)
13,346
(1,470)
(1,325)
(691)
(1,768)
8,092
1,203
6.7x
Fixed rate debt accounted for 73% of debt with a weighted average interest rate of 3.7% and a weighted average
term of 5.0 years; floating rate debt accounted for 27% of debt with a weighted average interest rate of 2.3% and a
weighted average term of 4.5 years.
We have $11 billion of unencumbered Class A assets in New York.
Vornado remains committed to maintaining our investment grade rating.
7
In my 2014 annual letter to shareholders (on page 10), I laid out our debt philosophy. Relevant paragraphs are reprinted below; the numbers
have been updated and exclude Washington, DC.
One of the hallmarks of a blue chip REIT is access to the four corners of the capital markets. Vornado is an investment-
grade blue chip that enjoys such access. But, let’s think about it. For purposes of this discussion, let’s call the four
corners of the capital markets common stock, preferred stock, unsecured debt and secured or project-level debt.
Unsecured debt is an attractive vehicle and trades in a very efficient marketplace. An investment grade company, using
its pre-filed shelf registration, need merely call its friendly investment banker to get $500 million, or even $1 billion, in a
matter of days - no fuss, no muss, no roadshow…easy. But, like cigarettes, there should be two warnings on the label of
unsecured debt. First, that it bears the full faith and credit of the issuer, in effect a personal guarantee and, second, that
markets are volatile and unpredictable and even a market as big, deep and strong as the unsecured debt market shuts
down cold in every cycle, at the very worst time. To safely partake in this market, one should have modest maturities
and have back-up liquidity. We partake, but we partake in this market in a very measured way. Secured or project-level
debt is different. It is a much more cumbersome and time-consuming process to execute…but it has no covenants and is
recourse solely to the asset that is pledged.
We calculate that Vornado has about $19 billion of assets at fair value pledged to its secured creditors very low
leverage. The remainder of our assets are unencumbered. Interestingly, if, say, 60% is an appropriate loan-to-value
ratio for secured debt as opposed to our current 42%, the math says we should then be able to unencumber up to an
additional $5 billion of assets, a worthy goal.
8 We exclude 220 Central Park South since it is for sale property and the debt will self liquidate from the proceeds of executed sales contracts.
9 Excluding Washington, DC, the Real Estate Fund and 666 Fifth Avenue office.
8
Focus, Focus, Focus
A few years ago, in response to a persistently undervalued stock price and an admittedly too complex and diffused
collection of assets and businesses, we began a program to simplify and focus the Company, all with an objective of
daylighting our treasure trove of assets and creating shareholder value. As I said at that time, everything was on the table
and that we would leave no stone unturned.
We have since exited business lines and non-core investments, gotten out of the mall business and sold out of the
showroom business, retaining, of course, the giant 3.7 million square foot Chicago MART building. We spun off our
shopping center business into Urban Edge Properties. We will shortly spinoff our Washington business to form JBG
SMITH Properties. All told, this activity will total $15.4 billion, $5.7 billion in asset sales (recognizing $2.4 billion of
gains) and $9.7 billion of distributions to shareholders by way of tax-free spin-offs. Of course, along the way we
acquired and developed assets into our core, all the while upgrading the mix and quality of our portfolio.
Upon completion of the DC spin-merger, we will have created three best-in-class, highly focused REITs:
URBAN EDGE PROPERTIES, a focused, pure play Northeastern shopping center business with a strong growth
profile and an irreplaceable portfolio of properties concentrated in dense, high barrier to entry markets with leading
demographics. UE has embedded growth opportunities from redevelopment and repositioning projects and a proven
management team headed by CEO Jeff Olson, supported by an experienced and engaged Board.
JBG SMITH PROPERTIES will be the largest, pure-play, mixed-use operator focused solely on Washington, DC,
with a premier portfolio of mixed-use assets in the best Metro-served, urban infill submarkets. JBG SMITH has a
best-in-class sharpshooter management team with a proven record of success, significant near-term embedded
growth prospects as well as an enormous pipeline of future development opportunities.
VORNADO REALTY TRUST (RemainCo) is a peerless NYC focused real estate company with premier office
assets and the only publicly investable high street retail portfolio of unique quality and scale. RemainCo has trophy
assets in the best submarkets, attractive built-in growth from recently signed leases, a best-in-class management
team with a proven record of value creation and a fortress balance sheet.
Urban Edge Properties
Urban Edge Properties celebrated its second anniversary as a public company in January, and we couldn’t be more
delighted with its performance. We gave birth to UE... seeding it with our unique, high-barrier, Northeastern shopping
center assets, and with our management and staff. We recruited Jeff Olson, a best-in-class shopping center CEO, and
launched it with a strong balance sheet (low leverage and $225 million of cash). UE is producing the exact result we had
expected… focus and performance. UE’s total shareholder return for the 26 months since the spin-off is 18% versus
negative 9% for the Bloomberg Shopping Center Index, outperformance of 27 percentage points. And think about it, if
the UE assets were still bundled inside of Vornado, they probably would be valued at a discount, just like Vornado.
Please visit the Urban Edge website, www.uedge.com, for Jeff’s must-read annual shareholder letter, describing UE’s
results, strategy and prospects.
JBG SMITH Properties
In October, we announced that we would spin off our Washington, DC business and simultaneously merge with The
JBG Companies in what is known as a tax-free spin-merge transaction, or technically a Reverse Morris Trust. A little
history here. We acquired our Washington business, then known as Charles E. Smith Commercial Realty, in 2002 at the
right time in the cycle and at a great price.(10) We have since built it through acquisitions and developments to be the
largest owner in the region. In 2011, we suffered a double whammy when the Department of Defense and related
contractors began vacating what would total 2.5 million square feet under the BRAC statute, just as the Washington
office market was softening. At the nadir, we suffered a $70 million hit to annual income. Even though our flagship
New York business powered through and its growth well exceeded the hit from Washington, our stock price suffered.
What to do? For various reasons selling the Washington business was not an option. But we did believe the best
strategy was to separate Washington and New York. A tax-free spin-off was the perfect solution. Spinning our
Washington business, as is, would have been an okay execution, but combining it with the market leader, JBG, would be
a blockbuster. At that point, we initiated an approach to JBG and began a courtship.
10
In acquiring Smith, we used units valued at the time at $600 million. These units today are worth $1.8 billion, so that $1.2 billion of appreciation
went to the sellers rather than our shareholders.
9
Three things happened. One, we got to know each other very well. Two, the JBG gang began to appreciate that the
permanent capital and scale of the public company format may be an even better business model than their private fund
model. And three, I decided at that time not to proceed. I simply could not get comfortable with serving two masters,
their private limited partners and our public shareholders.
JBG, having caught the bug, pursued an IPO, pursued a merger with several other already public candidates and finally
made a deal with NYRT. Maybe the JBG guys stubbed their toes on the NYRT deal, maybe not. Whatever. There were
lessons learned there and these guys are very fast learners. But, I can assure you that the JBG team are great real-estaters
and great money-makers and, after all, that’s what I was after. I cannot emphasize enough, the capability of the JBG
team; this is the real prize in the deal. This time around, we have it exactly correct. There will be no new funds and the
existing funds will be run off. We all, management, the Board and shareholders will worship at the altar of stock price,
standing shoulder to shoulder.
Vornado shareholders are expected to own approximately 74% of the combined company, JBG limited partners are
expected to own approximately 20%, and JBG management is expected to own approximately 6%, all percentages
subject to closing adjustments.
The combined company will be led by JBG’s management team. Critically, management’s interests will be perfectly
aligned with shareholders’ interests; they will be large equity-holders with appropriate vesting and lockup periods.
Management will certainly be eating its own cooking.
We very carefully selected which JBG assets would be included, always with an eye towards future growth. Valuations
were determined fairly and symmetrically.
JBG SMITH’s Board of Trustees will consist of 12 members, a majority of whom will be independent. Vornado and
JBG will each designate six trustees. I will be Chairman of the Board. Matt Kelly will be Chief Executive Officer and a
member of the Board. We expect to complete the distribution and combination in the second quarter of 2017.
This is a great deal for Vornado and its shareholders. This transformative transaction was very carefully constructed and
it accomplishes many of our important goals. It creates two highly focused pure-plays in Washington and in New York,
each with its own stock price, which I view as a report card. And, each will be the largest and the leader in its market.
Investors will be free to invest in New York or Washington or both as they choose. JBG SMITH will be the market-
leading powerhouse with an unrivaled portfolio and substantial growth opportunities. In fact, I believe the new
JBG SMITH has the potential to be the fastest growing real estate company in the nation.
This deal is the big fix for Washington. And, the math works. At its simplest, pure play New York unburdened by
Washington has to trade much better. And Washington with JBG management has to perform and trade much better.
Simply stated that’s what this deal is all about.
Vornado Realty Trust (RemainCo)
The main event for us is, and has always been, our flagship New York business which is more than four times the size of
Washington. Separating Washington from New York will daylight New York’s treasure trove of assets and superior
performance.
10
Operating Platforms…Lease, Lease, Lease
The mission of our business is to create value for shareholders by growing our asset base through the addition of
carefully selected properties and by adding value through intensive and efficient management. Our operating
platforms are where the rubber meets the road. In our business, leasing is the main event. In New York, theMART
and 555 California Street, we leased 2.8 million square feet; and in Washington we leased 1.4 million square feet.
As is our practice, we present below leasing and occupancy statistics for our businesses. This year we have beefed up
disclosure by adding initial rents, theMART and 555 California Street.
(SQUARE FEET IN THOUSANDS)
New York
Office
Street
Retail
theMART
555
California St.
Washington
2016
Square feet leased
Initial Rent
GAAP Mark-to-Market
Number of transactions
2015
Square feet leased
Initial Rent
GAAP Mark-to-Market
Number of transactions
2014
Square feet leased
Initial Rent
GAAP Mark-to-Market
Number of transactions
Occupancy rate:
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2,241
78.97 (12)
19.7 %
148
2,276
78.55
22.8 %
165
4,151
66.78
18.8 %
158
96.3 %
96.3 %
96.9 %
96.6 %
95.8 %
96.2 %
96.1 %
95.5 %
96.7 %
97.6 %
111
285.17
23.4 %
27
91
917.59
99.6 %
20
119
327.38
62.3 %
30
97.1 %
96.2 %
96.5 %
97.4 %
96.8 %
95.6 %
96.4 %
(14)
(14)
(14)
270
48.16
25.5 %
64
766
38.64
25.3 %
86
372
40.30
11.6 %
57
98.9 %
98.6 %
94.7 %
96.4 %
95.2 %
90.3 %
93.7 %
94.0 %
96.5 %
96.1 %
152
77.25
25.4 %
9
98
83.59
32.4 %
4
351
67.38
23.8 %
11
92.4 %
93.3 %
97.6 %
94.5 %
93.1 %
93.1 %
93.0 %
94.8 %
94.0 %
95.0 %
1,427 (11)
40.41 (13)
(2.5 )%
145
1,987 (11)
40.20 (13)
(8.2 )%
180
1,817 (11)
38.57 (13)
(3.3 )%
192
90.5 %
91.6 %
89.5 %
87.6 %
88.8 %
93.5 %
95.2 %
93.1 %
93.7 %
92.3 %
We are full and achieving record high rents.
Of all the many numbers on this table, my personal favorite is that theMART achieved $48 initial rent in 2016. This
is the result of a major repurposing and releasing program that created what I believe to be the best example of
creative office space this side of Silicon Valley. This building, which has its own zip code, is a unique franchise,
created by David, Myron and their teams.
Year in and year out, our New York Office occupancy rate is in the high 90s. That’s some performance. Thanks to
our all-star leasing captains: Glen Weiss and Ed Hogan. Also thanks to the New York leasing machine: Josh Glick,
Jared Solomon, Andy Ackerman, Jared Silverman, Edward Riguardi, Ryan Levy, Lucy Phillips and Jason Morrison.
Paul Heinen is the all-star who runs leasing at theMART and 555 California Street. Kudos as well to Jim Creedon
and the Washington leasing team.
11 Excludes 79 square feet in 2016, 161 square feet in 2015 and 247 square feet in 2014 of retail leases.
12 Excludes Long Island City; including Long Island City would be $72.56.
13
Initial rent in Crystal City is $39.92 in 2016, $37.35 in 2015 and $39.01 in 2014.
Included in New York Office.
14
11
Leasing highlights this year include:
New York:
PWC at 90 Park Avenue – 240,000 square feet;
•
• Bloomberg at 731 Lexington Avenue – 192,000 square feet;
• GSA at 85 Tenth Avenue – 171,000 square feet;
• Metropolitan Transit Authority at 33-00 Northern Boulevard – 169,000 square feet;
• City of New York at 33-00 Northern Boulevard – 149,000 square feet;
• Alston & Bird at 90 Park Avenue – 110,000 square feet;
•
Facebook at 770 Broadway – 80,000 square feet;
• Robert A.M. Stern Architects at One Park – 62,000 square feet;
•
• Antares Capital at 280 Park Avenue – 57,000 square feet;
•
•
• AOL at 692 Broadway – 11,000 square feet;
• Dyson at 640 Fifth Avenue – 3,000 square feet;
Level 3 Communications at 85 Tenth Avenue – 60,000 square feet;
Four Seasons at 280 Park Avenue – 18,000 square feet;
Starbucks at 61 Ninth Avenue – 20,000 square feet;
theMART:
• Allstate – 41,000 square feet;
•
PayPal – 28,000 square feet;
• Bosch – 18,000 square feet;
• Kellogg’s – 15,000 square feet;
555 California Street:
• McKinsey & Company – 54,000 square feet;
• Ripple Labs – 29,000 square feet;
• Bay Club Financial District – 20,000 square feet;
• Norton Rose Fulbright – 18,000 square feet;
Washington:
Lockheed Martin at 2121 Crystal Drive – 142,000 square feet;
•
• US Citizenship and Immigration Services at 2200 Crystal Drive – 102,000 square feet;
• Chemonics International at 251 18th Street – 53,000 square feet;
• Deloitte at 2200 Crystal Drive – 24,000 square feet; and
•
SAIC at 2231 Crystal Drive – 25,000 square feet.
Business is good; David and Glen say so, the market says so and most importantly the numbers say so. New York is
the capital of the world. It is where talent, business and investors want to be. The resilience of New York surprises
even me, with tenants in every major industry coming to New York and expanding in New York (for sure New York
is no longer only a finance industry town). David’s team has been putting up record breaking numbers year in and
year out.
12
Here are the principles by which we run our office business:
We invest in the best buildings in the best locations.
We are a fully-integrated real estate operating company. We have the best leasing, operating and
development teams in the business.
We seek to acquire value-add assets where our unique skills will create shareholder value.
We invest in our buildings to maintain, modernize and transform. The front of the house and the back of
the house of our assets are as good as new (and are in locations where new could not be created). Our
transformations have produced increased rent of over $20 per square foot, yielding attractive double digit
returns. By the way, David also measures our success here by the quality of tenants we have been able to
attract.(15) We have transformed almost all of our fleet; Penn Plaza is on deck.
We are patient and prepared to let flat 4% cap rate deals pass by, while we wait for the fat pitch.
We believe vacancy at the right price is an opportunity and that buildings, in whatever condition (that we
can reimagine) in great locations are also an opportunity.
While we have many million plus square foot buildings, we shy away from 500,000 square foot tenants
who seem to always get the better of the deal, in strong markets or in weak. Our sweet spot is the 50,000 to
200,000 square foot tenant.
We coined the phrase that “New York is tilting to the West and tilting to the South” and, of late, we have
been investing aggressively in Chelsea and the neighborhoods surrounding the Penn Plaza District.
We have a hospitality approach, treating our tenants as the valued customers that they are. This attitude
begins at the leasing table (although that process can at times be contentious), through tenant fit up, to
greeting at the front door. We are gratified how many of our existing tenants refer new tenant prospects to
us.
We treat the real estate brokerage community as if they are our customers, because they are. Brokers prefer
dealing with us, we know what it takes to make a deal, we treat their clients well and we deliver every time.
We are in the amenity business. Our amenity poster child is the giant MART in Chicago, where we have
large, state of the art, dining, workout, congregating and meeting spaces, etc.
Tenant mix is really important; companies and their employees care who they co-tenant with. The design
and location of each of our buildings has a target market in mind. For example our new-builds in Chelsea
are targeting the creative class and boutique financials (an interesting combination).
15 Such as: Amazon 470,000 square feet; Neuberger Berman 405,000 square feet; Facebook 355,000 square feet; AOL/Verizon 308,000 square
feet; Ziff Brothers 295,000 square feet; PricewaterhouseCoopers 240,000 square feet; Guggenheim Partners 230,000 square feet; Cushman &
Wakefield 170,000 square feet; PJT Partners 150,000 square feet; FootLocker 135,000 square feet; Alston & Bird 125,000 square feet;
TPG 100,000 square feet; JLL 80,000 square feet and Robert A.M. Stern 60,000 square feet.
13
We, and our partners Related and Skanska, are hard at work towards a closing of the Farley Post Office/Moynihan
Train Station expected in the next couple of months. This landmark project will be the best creative office space in
town.
Our Penn Plaza assets continue to be the focus of intense activity in our shop, the office buildings, hotel and retail.
We will make announcements at the appropriate time. We all work on Penn Plaza; Barry Langer, Executive Vice
President – Development, together with David Bellman, Marc Ricks and Judy Kessler are our team leaders here.
Quality really matters. In the office business, the A buildings rent better and sell better, ditto for street retail. We
recently published a 342-page coffee table book, Vornado’s Manhattan, highlighting our 105 properties. This book
shows clearly the quality of our portfolio. It has been very well received by our shareholders, analysts, lenders,
tenants and other stakeholders. The book is on our website at www.vno.com. Please take a look. Thank you Lisa
Vogel, SVP – Marketing and her team who created this book.
I cannot say often enough that Vornado and its management team are one of only a very small handful of firms that
have the capital base, track record, talent, relationships and trust in the marketplace to lease, acquire, develop,
finance and manage million square foot towers and Fifth Avenue retail. It’s a complicated business, rookies need
not apply. Thank you to our professionals and staff, 586 strong, for a job well done this year and every year.(16)
16 Vornado’s wholly owned subsidiary, BMS, provides cleaning and security services. Thank you as well to the team of 1,942 personnel under
the very able leadership of Mike Doherty, President-BMS. BMS provides both great services to our tenants and profit to our shareholders.
14
What’s Going on with Retail (and it’s not the weather)
Disruption in retail is the topic du jour, the eye of the storm so to speak (both retail tenants’ and retail landlords’ stocks
have been battered), so it is appropriate that we get into a fulsome discussion of retail this year.
In the be-careful-what-you-wish-for department, we made the prescient call four years ago that retail was in secular
decline and acted on that by selling our malls,(17) spinning our strips into Urban Edge Properties, while retaining and
even growing our flagship street retail in Manhattan.
So what’s wrong with retail:(18)
• The U.S. is grossly over-stored. ICSC publishes 24 square feet of shopping center space per capita.(19)
• The struggles and failure (or near failure) of many household names in the anchor and chain store business.
• Traffic in shopping centers, while difficult to measure, is clearly declining and has been for years and so that
makes a trend.
• Shopping preferences and how we shop have changed, especially among millennials.
• Most brands have become ubiquitous and, therefore, less differentiated and important.
• Price and on sale is the only strategy which seems to work.
• And then, of course, there is Amazon and the Internet.
I do not believe we can grow our way out of this mess. I believe the only fix for brick and mortar retailing is rightsizing
by the closing and evaporation of, you pick the number, 10%, 20%, 30% of the weakest space. This very painful process
will surely take more than five years. It will also create enormous opportunity for those with the capital and
management platforms to feed on the carnage.
So if we were so prescient as to predict the secular decline in retail, and sell our malls, and spin our strips, why did we
keep our Manhattan flagship street retail? We believe Upper Fifth Avenue is enduring (read forever). We believe Times
Square is enduring and unique. We believe in the handful of world cities. And, we believe the quality and scale of our
Manhattan flagship portfolio is unique, irreplaceable and commands a premium.
Of course, even we are not immune. It’s only to be expected when a tenant’s basic business model is being threatened
that they hunker down rather than step up. For flagship retail (and for A+ malls), this is a pause, a cyclical bump. For
everybody else, it is secular disruption. Interestingly, several fast fashion retailers have told me that their 10-year plan is
for smaller fleets (fewer stores), but with more and larger flagships. That strategy makes eminent sense to me.
______________
17 We sold the malls (into a very strong market) and spun off the strips in half measure anticipating secular decline (note the current softness in
retail) and recognizing that with only a handful of malls, we were in no man’s land, and in half measure to de-conglomerate i.e., there is no
real benefit in having $50 million shopping centers in New Jersey, no matter how great they may be, together with million square foot office
towers in Manhattan. I believe the decision to exit the mall business will look better and better as each year goes by.
Retailing stinks, right? Well, maybe not… note that the richest people in Europe are all retailers, the founders of: Zara, H&M, Ikea, LVMH
and that the richest in the US is a retailer, if you aggregate the wealth of Sam Walton’s heirs.
19 The next highest country is Canada with 17 square feet per capita, Norway is next with 10 square feet, all the mature European countries are in
18
single digits.
Further, the 24 per square foot number is not credible. There are 17.7 billion square feet of total retail establishments (both in and out of
shopping centers) versus a population of 323 million or a startling 54.9 square feet per capita. Granted this larger number now includes car
dealerships and the like, but it also includes all the freestanding Walmarts, Costcos, etc.
15
We own the best-in-class 70-property, 2.7 million square foot flagship street retail business in Manhattan, concentrated
on the best high streets – Fifth Avenue, Times Square, Madison Avenue, Penn Plaza, Union Square and Soho. While the
street retail portfolio accounts for 9% of our total Manhattan square footage, it generates 30% of RemainCo EBITDA.
High street retail is the most unique, scarce, lowest cap rate real estate asset class. It exists only in Manhattan and a
handful of other gateway cities.(20) This is a growing business:
($ IN MILLIONS)
2016
2015
2014
2013
2012
Here is our 2016 retail math by submarket:
($ IN MILLIONS, EXCEPT %)
Fifth Avenue
Times Square
Madison Avenue
Penn Plaza
Union Square
SoHo
Other
Total
Number of
Properties
70
65
57
54
47
EBITDA
381.5
357.1
277.3
244.1
189.0
%
29.3
17.1
12.2
21.9
4.2
4.3
11.0
100.0
2016 Actual
Cash NOI
90.4
52.8
37.6
67.7
13.0
13.3
34.0
Signed
Leases
43.3
--
--
--
--
--
--
308.8
43.3
Vacancy
0.5
19.5
3.4
8.6
--
--
0.8
32.8
2016 Fully
Leased
Cash NOI
134.2
72.3
41.0
76.3
13.0
13.3
34.8
384.9
Half our flagship retail income comes from Upper Fifth Avenue(21) and Times Square. As David says, both Upper Fifth
Avenue and Times Square are pretty much locked up for term with great tenants.(22) Here are the lease expiries:
Upper Fifth Avenue
Times Square
Tenant
Harry Winston
Swatch
MAC Cosmetics
Zara
Uniqlo
Hollister
Tissot
Ferragamo
Dyson
Victoria's Secret
Tenant
MAC Cosmetics
Year of
Expiration
2031
2031(23) Disney
2024
2019
2026
2024
2026
2028
2027
2032
Forever 21
US Polo
Sunglass Hut
Planet Hollywood
T-Mobile
Laline
Invicta
Swatch
Nederlander Theater
Year of
Expiration
2025
2026
2031
2023
2023
2023
2025
2026
2025
2030
2050
________________
20
21
In my 2014 annual letter to shareholders (on pages 14-15), I discussed the extraordinary rent growth and value creation that this asset class has
had over the last 10 years.
In Upper Fifth Avenue, we completed $80 million of leasing in the last five quarters, including our deals with Victoria’s Secret, Harry
Winston, Swatch and Dyson. In the same timeframe, our brethren on Upper Fifth Avenue completed deals with Under Armour, Nike, Coach
and Longchamp. All this activity is indicative of a super-strong, must-have submarket.
22 David also says that the Victoria’s Secret and Swatch leases are equivalent in value to a million square foot office tower.
23 Tenant has the right to cancel in 2023.
16
About half the income of Penn Plaza comes from anchors, the balance from 75 different tenants, many of whom we keep
on relatively short leases to facilitate development.
Anchor
Tenant
JCPenney
Kmart
Old Navy
H&M
Year of
Expiration
2029
2021
2019
2018
For the complete lease expiration schedule, please see page 29 of our 2016 Annual Report on Form 10-K, which can be
viewed at www.vno.com.
2016 cash NOI for our street retail business was $308.8 million. We guesstimate that 2017 same store cash NOI will be
about $330 million. Annual rent steps in our retail portfolio are over $8 million per year. If business is as usual, and we
were to keep the portfolio at stable occupancy, in the mid-90s%, this same-store portfolio would achieve about
$400 million of cash NOI by 2020. On the other hand, if every expiry that we expect to vacate were to vacate and we
did not re-let a single square foot (and, of course, we will), we guesstimate the portfolio would produce no less than
approximately $325 million each year through 2020.
17
Some Thoughts, 2016 Version
Our strategy is simple:
• Selling, pruning and cleaning up, sort of a spring cleaning, which is pretty much done.
• Determining which businesses we want to be in and can win in and investing with conviction - malls no,
flagship retail yes, and great New York office buildings, 555 California and theMART, of course.
• Focusing on only a few business units, each with truly outstanding management… and here we have gone so
far as to actually create three separate companies.
• Relentlessly pursuing quality.
• Maintaining a fortress balance sheet with industry leading liquidity.
• All in the relentless pursuit of shareholder value.
So how have we done? We are an NAV-focused management team. When we began this campaign five years ago our
shares were trading at a discount to NAV which we calculated to be about 9%.(24) After all we have done, our discount
to NAV is today about 21%.(24) The fact that all but one of our peers and most of the industry blue chips have fared even
worse on a relative basis, makes us feel no better at all.
So in the end, what is NAV and what does it mean? NAV is basically a calculation of private market value, asset-by-
asset. It involves one hard number, NOI, multiplied by a softer number, a guestimated market cap rate. While the
number should be reasonably accurate for a single asset, it can only be an approximation of the value of an entire
company; it excludes taxes, transaction costs, platform value and strategic value, etc.
Here is a graph showing our NAV compared to our trading price over 20 years. Clearly, stock price and NAV move in
tandem.(25) But look at the end points…there is a, say, $25 dollar per share gap between NAV and stock price, in our case
that’s $5 billion of shareholder value and, as Joe would say, “that’s not nothing.”
We included an NAV schedule for the first time in our 2016 year-end Supplemental which can be viewed at
www.vno.com; we intend to update this annually.
24 Calculated using Green Street’s NAV.
25
Interestingly, most times stock price leads NAV, both up and down.
18
Some Thoughts, 2016 Version (Continued)
I say again that the easy money has been made for this cycle; asset prices are high, well past the 2007 peak; it’s a better
time to sell than to invest; and now is the time in the cycle when the smart guys build cash for opportunities that will
undoubtedly present themselves in the future.
Each year in my annual letter, I try to inform shareholders using as many numbers as words. This year’s report is
particularly dense with lots of important and interesting information. I want to single out the last sentence on page 5,
which has been italicized for emphasis. RemainCo is the main event. RemainCo unburdened by Washington, DC and
other noise has put up truly outstanding numbers - growth in FFO per share: 4.9% in 2016; 13.5% per year for the past
five years and 8.7% per year for the past 10 years. Further, since 2005, RemainCo has delivered industry leading same-
store NOI growth of 5.2% annually. I urge you to review the comparative financial material on pages 7, 8, 9 and 10
contained in our presentation from the Citi 2017 Global Property CEO Conference which can be viewed at
www.vno.com.
It is difficult and lonely to be early and contrarian. Examples are our call, four years ago, on the secular decline of retail,
our preference for project-level secured debt rather than corporate level unsecured debt and my recent call that this is the
time when the smart guys start to build cash. Of course, the best early and contrarian call we made was buying Mendik’s
see-through buildings and platform in 1997 for $165 per square foot.
It’s debatable whether it’s better to have 30% full recourse financing on all of one’s assets or 60% non-recourse
financing on half of one’s assets. Further, while I am currently agnostic as to interest rates, I observe that there is no
place to hide from rising rates. Fixed rate financing which always costs more, almost never protects equity value.
There has been much press recently about 666 Fifth Avenue. Vornado owns 125 linear feet of the retail block front
consisting of the Uniqlo, Tissot and Hollister stores; the remaining 75 feet is owned and operated by Zara. Vornado also
owns half of the 1.4 million square foot office building, together with the Kushner family. This is an ongoing, complex,
dynamic, and unpredictable situation… and it is the rare case when we may be sellers.
Can WeWork be worth $18 billion, or even $16 billion? Maybe it’s that over 20% of America’s work force is temporary.
Maybe it’s that we are a startup nation. Maybe it’s their capital-lite business model where they lease at wholesale and
then sublease desk-by-desk at retail, and do not incur TI and leasing commissions every time a tenant moves in or out.
Maybe it’s their membership/clubby culture. Or, maybe it’s that they have a brand and model which seems to be
expandable worldwide. We’ll see.
Tax reform is in the air. Tax rates will undoubtedly change and there is much talk out of Washington of simplification
and structural change of the tax code. All of this will affect our business in ways that we cannot yet predict. We will
keep a keen eye.
Are we now an in-the-box, New York only company? What does this mean for concentration risk? That may be a
serious issue for me, our management and our families, but no issue at all for our shareholders who can own our stock
and diversify by owning any other real estate stock, in whatever asset classes or geographies they choose.
220 Central Park South continues its record setting success. In his annual letter, the greatest investor hawks candy,
furniture, jewelry and insurance. So, I guess it is okay for me to remind shareholders here that we are developing
220 Central Park South, the best apartment house in town. Give us a call, we have a few good ones left.
Jeff Olson, 49, and Matt Kelly, 44, have taken up 30% of my succession. I expect them to do a better job than I would
have. We are convinced that a focused and independent UE and JBG SMITH will be outstanding performers, better than
if they were all bundled up in one company.
19
Some Thoughts, 2016 Version (Continued)
Vornado owns the only two Kmarts in Manhattan, both at the bottom of our office buildings. Both have term and
options for 19 years. The rents are under market, which may or may not create equity in the leaseholds. We have
wrangled with Sears over the years, but have not yet been able to make a deal.
Sears has a 195,000 square foot store in Rego Park, Queens owned by our affiliate, Alexander’s. The volume here has
declined from $86.8 million in 1997 to $28.7 million currently. The operating losses must now exceed the carry
empty rent, for Sears has decided to close this unit. This lease is also under market, but since it expires in three years
all the equity in the lease clearly belongs to the landlord. We are now hard at work on redevelopment plans.
Alexander’s, in which we own a 32.4% interest, has $1 billion of property at this intersection in Queens, NY.
To honor America, the crown atop 731 Lexington Avenue, the Bloomberg tower, is now brightly flying the red, white
and blue. The colors are prominent in the evening skyline and are best seen from the northwest. Take a look.
20
Some Accounting Updates
In various sections throughout this letter we present materials which exclude Washington, DC and the Real Estate Fund
so as to better represent RemainCo, our continuing business.
The Washington, DC segment will be accounted for as a Discontinued Operation after the date of the spin-off.
Beginning in 2017 the Real Estate Fund, which is in wind down, will be treated as noncomparable.
We have excluded 666 Fifth Avenue office from our leasing metrics.
Beginning in 2017, for office buildings with retail at the base, we will adjust the allocation of real estate taxes as between
our retail and office subsegments. This will have no effect on our consolidated financial statements, but will result in a
reallocation of slightly more than $16 million of income from retail to office. It will therefore have a minor effect on
NAV, resulting from the difference in retail versus office cap rates.
Corporate Governance
Last year we de-staggered our Board, adopted a trustee resignation policy, elected Candace Beinecke as Lead Trustee
and fulfilled our commitment to add a new independent Trustee to the Board. This year, we have adopted proxy access
and have provided additional disclosure in our proxy statement on executive compensation and sustainability initiatives.
For a complete summary, please refer to our proxy statement which can be viewed at www.vno.com-proxy and
governance section on our website at www.vno.com-governance.
21
Sustainability
Vornado continues to lead the industry in sustainability – it’s important to our tenants and to our investors, and it is
important to us. From energy conservation, to healthy indoor environments, to sustainable new construction, we
continuously improve our programs each year. We recognize that a portfolio of our size carries a big responsibility
to manage energy, and we work hard to monitor, control, and reduce our consumption. Our energy efficiency capital
projects continue to save energy and modernize our existing buildings. We are an active participant in demand
response and contribute significantly to reducing electricity grid constraints in each of our markets.
We also recognize the need to not only report on our past accomplishments, but also to put forth our future
commitments. In 2016, we set goals to reduce landlord-controlled carbon emissions 40% by 2026, below a 2009
base year. To stand by this commitment, we have enrolled our New York portfolio in the NYC Carbon Challenge
for Commercial Landlords and Tenants.
Our tenants spend the majority of their week working in our buildings, and we recognize our responsibility to
provide a healthy indoor environment for them. We are focused on delivering healthy air and healthy water, and our
cleaning company leads the industry in least-toxic cleaning policies. We lead a robust tenant engagement program
that in 2016 included our first roundtable seminar, attended by participants from over 4 million square feet of our
tenant base.
We have also incorporated sustainable design into our new buildings. Our pipeline of new office buildings will be
among the greenest in the industry.
Our programs deliver results: in 2016, we reduced our energy consumption by 73,734 megawatt hours and recycled
and composted over 17,000 tons of waste. We won NAREIT’s Leader in the Light Award (7th year in a row), we
achieved Energy Star Partner of the Year with Sustained Excellence (2nd time with this distinction), and we again
earned the Global Real Estate Sustainability Benchmark (GRESB) Green Star ranking (4th year in a row).
Finally, we extend our commitment to making our buildings more sustainable to benefit the communities that
surround us. As a corporate citizen, Vornado upholds its commitment to give back by encouraging all of our
employees to volunteer. As a landlord, Vornado recognizes its role as a community steward. Through Vornado
Volunteers, our employees give back to communities through participation in causes that support vulnerable
populations, protect and improve the environment, and promote a healthy lifestyle.
For more detail on our 2016 sustainability efforts, including our Global Reporting Initiative (GRI) Index, please see
our sustainability report at www.vno.com.
22
On February 15, 2017, we permanently transferred Steve Theriot to be CFO of JBG SMITH. Steve is the perfect
candidate for this important job. He knows our assets, systems and people (which will make up 74% of JBG
SMITH), he is an expert at SEC reporting and he is the right executive to combine the accounting and control
function of these two companies. We thank Steve for his very productive four years as Vornado’s CFO.
Joe Macnow, who has been Vornado’s CFO for over 30 years, has been appointed Vornado’s interim CFO while we
conduct a search. Even when Steve was here, Joe was always here too. Joe is well known to all of our constituents
and is recognized by all as being one of the best in the business.
Our finance department is deep and we used this occasion to promote Matthew Iocco, Executive Vice President –
Chief Accounting Officer and Tom Sanelli, Executive Vice President – Chief Financial Officer, New York Division.
Congratulations to Matt and Tom.
We continually broaden our leadership team through promotions from within our Company. Please join me in
congratulating this year’s class; they deserve it.
* * *
Thomas Sanelli was promoted to Executive Vice President, Chief Financial Officer, New York Division;
Gaurav Khanna was promoted to Senior Vice President, Acquisitions & Capital Markets;
Laura Sperber was promoted to Senior Vice President, Financial Systems;
Michael Schnitt was promoted to Vice President, Acquisitions and Capital Markets;
Jason Morrison was promoted to Vice President, New York Retail;
Christina Herrick was promoted to Vice President, Human Resources DC of BMS;
Nikola Sopov was promoted to Vice President, Information Security;
Ana May Alagao was promoted to Vice President, SEC Reporting;
Jay Beckoff was promoted to Vice President, Tax Counsel; and
Mark Roszkowski was promoted to Vice President, Finance/Financial Reporting.
We welcome Mandakini Puri, who joined the Board in December. Mandi brings great judgement and expertise in
private equity and finance from her work at BlackRock and Merrill Lynch. Her full bio can be accessed on our
website at www.vno.com. Mandi joins a Board whose guidance and counsel is invaluable to our Company.
Welcome also to Benjamin Genocchio; Executive Director of The Armory Show; Lucy Phillips, VP, Retail Leasing;
Michael Worthman, SVP, Retail Leasing; and James Iervolino, VP, Risk Management.
We mourn the passing of Neil Underberg, a life-long, valued counselor of mine and a director of Alexander’s since
1980.
Year-after-year, I am fortunate to work every day, with the gold medal team. Our operating platform heads are the
best in the business. Thanks again to my partners David Greenbaum, Michael Franco, Joe Macnow and to Mitchell
Schear.
We are fortunate to have in our New York and Finance Divisions, a group of super leaders, our exceptional Division
Executive Vice Presidents. They deserve special recognition and our thanks: Glen Weiss, Leasing – New York
Office; Barry Langer, Development – New York; Ed Hogan, Leasing – New York Retail; Michael Doherty – BMS;
Robert Entin, Chief Information Officer; Mark Hudspeth, Capital Markets; Matthew Iocco, Chief Accounting
Officer; Brian Kurtz, Financial Administration; Myron Maurer, Chief Operating Officer – theMART; Tom Sanelli,
Chief Financial Officer – New York; Gaston Silva, Chief Operating Officer – New York; and Craig Stern, Tax &
Compliance.
23
Same goes for the Executive Vice Presidents in our Washington Division: James Creedon, Leasing; Laurie Kramer,
Finance; and Patrick Tyrrell, Chief Operating Officer.
Thank you as well to our very talented and hardworking 41 Senior Vice Presidents and 86 Vice Presidents who
make the trains run on time, every day.
Our Vornado Family has grown with 18 marriages and 27 births this year, 20 girls and 7 boys, but who’s counting.
Many thanks to Joe Macnow and LouAnn Bell who have been helping me with my letter forever. And, to
Rich Famularo, Carolyn Williams and Diane Sudzinski for their special help this year.
On behalf of Vornado’s Board, senior management and 4,225 associates, we thank our shareholders, analysts and other
stakeholders for their continued support.
Steven Roth
Chairman and CEO
April 4, 2017
Again this year, I offer to assist shareholders with tickets to my wife’s productions on Broadway – the still-going-strong,
Tony award-winning Best Musical Kinky Boots, as well as Indecent, an important new play. Please call if I can be of
help.
Welcome Levi Emanuel Roth, the son of my son; congratulations to the big–hearted, new–hearted super–girl Emi, a
daughter of my daughter.
24
25
Below is a reconciliation of Net Income to EBITDA:
($ IN MILLIONS)
Net Income attributable to the Operating Partnership
Interest and debt expense
Depreciation, amortization, and income taxes
2016
960.6
507.3
706.1
2015
2014
2013
2012
2011
2010
2009
2008
2007
803.7
469.8
579.3
912.5
654.4
710.2
500.8
758.8
759.1
662.5
760.5
742.3
718.2
797.9
782.2
703.1
131.3
828.1
826.8
706.4
739.0
414.7
822.0
568.1
611.3
853.5
680.9
EBITDA
Gains on sale of real estate
Real estate impairment loss
2,174.0
1,852.8
2,277.1
2018.7
2,165.3
2,298.3
2,237.6 1,697.1
1,804.8
2,145.7
(179.9)
(293.6)
(518.8)
(412.1)
(471.4)
(61.4)
(63.0)
(46.6)
(67.0)
(80.5)
167.0
17.0
26.5
43.7
131.8
28.8
109.0
23.2
--
--
EBITDA before gains on sale of real estate
2,161.1
1,576.2
1,784.8
1,650.3
1,825.7
2,265.7
2,283.6 1,673.7
1,737.8
2,065.2
Adjustments for items that impact EBITDA
(639.8)
(77.5)
(366.6)
(293.0)
(614.4) (1,050.2)
(1,122.6)
(578.4)
(598.4)
(934.8)
EBITDA As Adjusted
Less: Washington, DC
Real Estate Fund
1,521.3
1,498.7
1,418.2
1,357.3
1,211.3
1,215.5
1,161.0 1,095.3
1,139.4
1,130.4
290.5
290.5
290.4
296.3
304.3
338.1
336.7
307.9
287.2
268.0
(21.0)
33.9
70.3
49.5
24.6
9.3
0.5
--
--
--
EBITDA as Adjusted Excluding Washington, DC and
the Real Estate Fund
1,251.8
1,174.3
1,057.5
1,011.5
882.4
868.1
823.8
787.4
852.2
862.4
Below is a reconciliation of Net Income to FFO:
($ IN MILLIONS, EXCEPT SHARE AMOUNTS)
Net Income
Preferred share dividends
Net Income applicable to common shares
Depreciation and amortization of real property
Net gains on sale of real estate
Real estate impairment losses
Partially-owned entities adjustments:
Depreciation of real property
Net gains on sale of real estate
Income tax effect of adjustments
Real estate impairment losses
Noncontrolling interests’ share adustments
Interest on exchangeable senior debentures
Preferred share dividends
2016
906.9
2015
2014
2013
2012
2011
2010
2009
2008
2007
760.4
864.9
476.0
617.3
662.3
647.9
106.2
359.3
541.5
(83.3)
(80.6)
(81.5)
(84.0)
(67.9)
(60.5)
(51.2)
(57.1)
(57.1)
(57.1)
823.6
531.6
679.8
514.1
783.4
517.5
392.0
501.8
549.4
504.4
601.8
530.1
596.7
505.8
49.1
508.6
302.2
509.4
484.4
451.3
(177.0)
(289.1)
(507.2)
(411.6)
(245.8)
(51.6)
(57.2)
(45.3)
(57.5)
(60.8)
160.7
0.3
26.5
37.1
130.0
28.8
97.5
23.2
--
--
154.8
144.0
117.8
157.3
154.7
170.9
148.3
140.6
115.9
134.0
(2.9)
(4.5)
(11.6)
(0.5)
(241.6)
(9.8)
(5.8)
(1.4)
(9.5)
6.3
--
16.8
--
(41.1)
(22.4)
--
1.6
--
--
(7.3)
(8.0)
--
--
--
(26.7)
(27.5)
(24.6)
(24.6)
(22.9)
(23.2)
6.6
11.6
--
11.5
--
--
(15.1)
(16.6)
(41.0)
(46.8)
(47.0)
(49.7)
(46.7)
--
0.1
--
--
26.1
0.3
25.9
0.2
--
0.2
(15.5)
(28.8)
--
25.3
0.2
813.1
$4.97
25.0
0.3
943.2
$5.75
Funds From Operations
Funds From Operations per share
1,457.6
1,039.0
911.1
641.0
818.6
1,231.0
1,251.5
605.1
7.66
5.48
4.83
$3.41
$4.39
$ 6.42
$6.59
$ 3.49
Below is a reconciliation of Net Income to Net Income as Adjusted:
Below is a reconciliation of Total Assets to Total Assets as Adjusted:
($ IN MILLIONS)
Net Income applicable to common shares
Certain items that impact net income
Washington, DC
Real Estate Fund
Net income, as Adjusted
2016
823.6
(569.7)
(80.7)
19.8
193.0
2015
679.8
(369.5)
(64.7)
(32.0)
213.6
($ IN MILLIONS)
Total Assets
Adjustments:
Assets related to sold properties
Washington, DC
Real Estate Fund
2016
20,814.8
2015
21,143.3
(5.6)
(4,572.4)
(462.1)
(115.6)
3,513.6
19,172.7
(580.2)
(4,472.2)
(574.8)
(550.0)
3,418.3
18,384.4
Cash available to repay revolving credit facilities
Accumulated depreciation
Total Assets, as Adjusted
Below is a reconciliation of Revenues to Revenues as Adjusted:
($ IN MILLIONS)
Revenues
Adjustments:
Assets related to sold properties
Washington, DC
Other
Revenues, as Adjusted
2016
2,506.2
2015
2,502.3
(48.9)
(479.2)
--
1,978.1
(117.6)
(477.2)
(2.4)
1,905.1
Below is a reconciliation of EBITDA to EBITDA as Adjusted ( as shown on page 8):
($ IN MILLIONS)
EBITDA as Adjusted Excluding Washington, DC
2016
and the Real Estate Fund
Real Estate Fund
666 Fifth Avenue
EBITDA as Adjusted (as shown on page 8)
1,251.8
(21.0)
(28.0)
1,202.8
Below is a reconciliation of EBITDA to Cash NOI – New York Street Retail:
($ IN MILLIONS)
EBITDA as Adjusted Excluding Washington, DC
2016
and the Real Estate Fund
Operations other than New York Street Retail
Non cash adjustments
Cash NOI – New York Street Retail
1,251.8
(870.3)
(72.7)
308.8
26
UNITED STATES
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, 2016
OR
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:
Commission File Number:
001-11954 (Vornado Realty Trust)
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
Vornado Realty L.P.
Maryland
(State or other jurisdiction of incorporation or organization)
22-1657560
(I.R.S. Employer Identification Number)
Delaware
(State or other jurisdiction of incorporation or organization)
13-3925979
(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)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Vornado Realty Trust
Vornado Realty Trust
Vornado Realty Trust
Vornado Realty Trust
Vornado Realty Trust
Title of Each Class
Common Shares of beneficial interest,
$.04 par value per share
Cumulative Redeemable Preferred Shares
of beneficial interest, no par value:
6.625% Series G
6.625% Series I
5.70% Series K
5.40% Series L
Name of Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Registrant
Vornado Realty L.P.
Title of Each Class
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 and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted 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 and post such files).
Vornado Realty Trust: YES NO Vornado Realty L.P.: YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Vornado Realty Trust:
Large Accelerated Filer
Non-Accelerated Filer (Do not check if smaller reporting company)
Accelerated Filer
Smaller Reporting Company
Vornado Realty L.P.:
Large Accelerated Filer
Non-Accelerated Filer (Do not check if smaller reporting company)
Accelerated Filer
Smaller Reporting Company
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 $17,294,426,000 at June 30, 2016.
As of December 31, 2016, there were 189,100,876 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, 2016
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 $984,737,000 at June 30, 2016.
Documents Incorporated by Reference
Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 18, 2017.
This Annual Report on Form 10-K omits financial statements required under Rule 3-09 of Regulation S-X, for Toys “R” Us, Inc. An
amendment to this Annual Report on Form 10-K will be filed as soon as practicable following the availability of such financial
statements.
EXPLANATORY NOTE
This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2016 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” 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 entities/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 93.7% 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 quarterly distribution to a Class A unitholder is equal to
the quarterly 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 other 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, as applicable, the
Operating Partnership generates all remaining capital required by the Company’s business. These capital sources may include working
capital, net cash provided by operating activities, borrowings under the revolving credit facility, 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 6. Selected Financial Data;
•
•
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific
to each entity, where applicable; and
Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty
Trust and Vornado Realty L.P.:
• Note 9. Redeemable Noncontrolling Interests/Redeemable Partnership Units
• Note 10. Shareholders’ Equity/Partners’ Capital
• Note 13. Stock-based Compensation
• Note 17. Income Per Share/Income Per Class A Unit
• Note 22. Summary of Quarterly Results (Unaudited)
This report also includes separate Part II, Item 9A. Controls and Procedures sections, separate Exhibit 12 computation of ratios,
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.
Item
Financial Information:
Page Number
INDEX
PART I.
PART II.
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and
Results of Operations
7A.
Quantitative and Qualitative Disclosures about Market Risk
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
PART III.
PART IV.
Signatures
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance(1)
Executive Compensation(1)
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters(1)
Certain Relationships and Related Transactions, and Director Independence(1)
Principal Accounting Fees and Services(1)
Exhibits, Financial Statement Schedules
7
11
22
23
33
33
34
36
39
94
95
159
159
163
163
164
164
164
164
165
166
(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, 2016, portions of which are incorporated by reference herein.
5
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; and estimates of future capital expenditures, dividends to
common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of
these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could
materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as
of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference. All subsequent written and
oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their 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.
6
ITEM 1.
BUSINESS
PART I
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 is 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 93.7% of the common limited
partnership interest in the Operating Partnership at December 31, 2016.
On October 31, 2016, Vornado’s Board of Trustees approved the tax-free spin-off of our Washington, DC segment and we
entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a
Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado,
will be Chairman of the Board of Trustees of the new company, which will be named JBG SMITH Properties. Mitchell Schear,
President of our Washington, DC business, will be a member of the Board of Trustees of the new company. The pro rata distribution
to Vornado common shareholders and Class A Operating Partnership unitholders is intended to be treated as a tax-free spin-off for
U.S. federal income tax purposes. It is expected to be made on a pro rata 1:2 basis. The initial Form 10 registration statement relating
to the spin-off and merger was filed with the SEC on January 23, 2017 and the distribution and combination are expected to be
completed in the second quarter of 2017. The distribution and combination are subject to certain conditions, including the SEC
declaring the Form 10 registration statement effective, filing and approval of the new company’s listing application, receipt of
regulatory approvals and third party consents by each of the Company and JBG, and formal declaration of the distribution by
Vornado’s Board of Trustees. The distribution and combination are not subject to a vote by Vornado’s shareholders or Operating
Partnership unitholders. Vornado’s Board of Trustees has approved the transaction. JBG has obtained all requisite approvals from its
investment funds for this transaction. There can be no assurance that this transaction will be completed.
We currently own all or portions of:
New York:
•
•
•
20.2 million square feet of Manhattan office space in 36 properties;
2.7 million square feet of Manhattan street retail space in 70 properties;
2,004 units in twelve residential properties;
• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn Plaza district;
• A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York
metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building;
Washington, DC:
•
•
11.1 million square feet of office space in 44 properties;
3,156 units in nine residential properties;
Other Real Estate and Related Investments:
• The 3.7 million square foot Mart (“theMART”) 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, known as the Bank of America Center;
• A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the
fund;
• A 32.5% interest in Toys “R” Us, Inc. (“Toys”); and
• Other real estate and other investments.
7
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 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;
investing in retail properties in select under-stored locations such as the New York City metropolitan area;
developing and redeveloping our existing 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, 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.
ACQUISITIONS
There were no significant acquisitions during 2016.
DISPOSITIONS
On May 27, 2016, we sold a 47% ownership interest in 7 West 34th Street for net proceeds of $127.4 million.
On August 24, 2016, the Skyline properties, located in Fairfax, Virginia, were placed in receivership. On December 21, 2016, the
final disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets
(approximately $236.5 million) and liabilities (approximately $724.4 million), were removed from our consolidated balance sheet
which resulted in a net gain of $487.9 million. There was no taxable income related to this transaction.
On December 19, 2016, we sold a 20% ownership interest in Fairfax Square for $15.5 million.
FINANCINGS
We completed the following financing transactions during 2016:
•
•
•
•
•
•
•
•
•
$900 million refinancing of 280 Park Avenue (50% owned);
$700 million refinancing of 770 Broadway for net proceeds of approximately $330 million;
$675 million refinancing of theMART for net proceeds of approximately $124 million;
$400 million refinancing of 350 Park Avenue for net proceeds of approximately $111 million;
$300 million refinancing of One Park Avenue (55% owned);
$300 million financing of 7 West 34th Street (53% owned as of May 27, 2016);
$273 million refinancing of The Warner Building (55% owned);
$ 80 million refinancing of 50-70 West 93rd Street (49.9% owned); and
$247 million redemption of all of the outstanding 6.875% Series J cumulative redeemable preferred shares
We also extended one of our two $1.25 billion unsecured revolving credit facilities to February 2021 with two six-month
extension options, lowering the interest rate from LIBOR plus 115 basis points to LIBOR plus 100 basis points. The facility fee
remains unchanged at 20 basis points.
8
DEVELOPMENT AND REDEVELOPMENT EXPENDITURES
We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South
development site. The incremental development cost of this project is estimated to be approximately $1.3 billion, of which
$609,420,000 has been expended as of December 31, 2016.
We are developing a 173,000 square foot Class-A office building at 512 West 22nd Street, along the western edge of the High
Line in the West Chelsea submarket of Manhattan (55.0% owned). The incremental development cost of this project is estimated to
be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2016, $30,143,000 has been expended, of
which our share is $16,579,000.
We are developing a 170,000 square foot office and retail building at 61 Ninth Avenue, located on the southwest corner of Ninth
Avenue and 15th Street in the West Chelsea submarket of Manhattan. In February 2016, the venture purchased an adjacent five story
loft building and air rights in exchange for a 10% common and preferred equity interest in the venture valued at $19,400,000, which
reduced our ownership interest to 45.1% from 50.1%. On December 21, 2016, the venture obtained a $90,000,000 construction loan.
The loan matures in December 2020 with two six-month extension options. The interest rate is LIBOR plus 3.05%. As of December
31, 2016, there was nothing drawn on this loan. The incremental development cost of this project is estimated to be approximately
$150,000,000, of which our share is $68,000,000. As of December 31, 2016, $38,499,000 has been expended, of which our share is
$17,363,000.
We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway
and Houston Street in Manhattan (50.0% owned). At closing, the joint venture obtained a $65,000,000 construction loan, of which
approximately $25,800,000 was outstanding as of December 31, 2016. The loan, which bears interest at LIBOR plus 3.00% (3.66% at
December 31, 2016), matures in May 2019 with two one-year extension options. The venture’s incremental development cost of this
project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2016, $20,833,000 has
been expended, of which our share is $10,417,000.
We are in the process of demolishing two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street, and
will replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street. The
incremental development cost of the project is estimated to be approximately $170,000,000, of which $10,500,000 has been expended
as of December 31, 2016.
In September 2016, a joint venture between the Related Companies and Vornado was designated by New York State to redevelop
the historic Farley Post Office building. The building will include a new Moynihan Train Hall and approximately 850,000 rentable
square feet of office space and ancillary train hall retail. The joint venture will enter into a 99-year, triple-net lease and make a
$230,000,000 contribution towards the construction of the train hall. Total costs for the redevelopment of the office and retail space
are yet to be determined.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including,
in particular, the Penn Plaza District.
There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be
completed, or completed on schedule or within budget.
9
SEGMENT DATA
We operate in the following business segments: New York and Washington, DC. Financial information related to these business
segments for the years ended December 31, 2016, 2015 and 2014 is set forth in Note 23 – Segment Information to our consolidated
financial statements in this Annual Report on Form 10-K.
SEASONALITY
Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings, cash flows and funds
from operations, and therefore impacts comparisons of the current quarter to the previous quarter. The New York and Washington,
DC segments have historically experienced higher utility costs in the first and third quarters of the year.
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, 2016, 2015 and
2014.
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 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. While we may seek the vote of our shareholders in connection with any particular material transaction, 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.
EMPLOYEES
As of December 31, 2016, we have approximately 4,225 employees, of which 284 are corporate staff. The New York segment
has 3,265 employees, including 2,634 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides
cleaning, security and engineering services primarily to our New York and Washington, DC properties and 459 employees at the
Hotel Pennsylvania. The Washington, DC segment and theMART properties have 456 and 220 employees, respectively. The
foregoing does not include employees of partially owned entities.
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 or 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, changed 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 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.
10
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 or
units, 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. See
“Forward-Looking Statements” contained herein on page 6.
REAL ESTATE INVESTMENTS’ VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.
The value of real estate 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:
changes in real estate taxes and other expenses;
global, national, regional and local economic conditions;
competition from other available space;
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;
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;
•
• whether tenants and users such as customers and shoppers consider a property attractive;
•
•
•
•
•
•
•
•
•
changes in space utilization by our tenants due to technology, economic conditions and business environment;
the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
availability of financing on acceptable terms or at all;
inflation or deflation;
fluctuations in interest rates;
our ability to obtain adequate insurance;
changes in zoning laws and taxation;
government regulation;
consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence
in public spaces including retail centers;
potential liability under environmental or other laws or regulations;
natural disasters;
general competitive factors; and
climate changes.
•
•
•
•
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 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.
Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as
well as the value of 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 may decline nationwide, as it did in 2008 and 2009 due to the 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. 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.
11
Real estate is a competitive business.
We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower
returns on their investments. Principal factors of competition are rents charged, sales prices, 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.
We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able
to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In
addition, because a majority of our income comes from renting of real property, our income, funds available to pay indebtedness and
funds available for distribution to equity holders will decrease if a significant number of our tenants cannot pay their rent or if we are
not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce our rights as
landlord without delays and may incur substantial legal costs. During periods of economic adversity, there may be an increase in the
number of tenants that cannot pay their rent and an increase in vacancy rates.
We may be unable to renew leases or relet space as leases expire.
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, taking into account among other things, the cost of improvements to
the property and leasing commissions, may be less favorable than the terms in the expired leases. 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. If we are unable to promptly renew the leases or relet the space at
similar rates or if we incur substantial costs in renewing or reletting the space, 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 revenue, net income and available cash.
From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent
in the future. The bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties,
including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenant could result in decreased
revenue, net income and funds available to pay our indebtedness or make distributions to equity holders.
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 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 also 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.
12
In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such
as a “carbon tax”). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or
distribute to equity holders.
We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and
similar requirements.
Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the
Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (“Prohibited Persons”)
from conducting business or engaging in transactions in the United States and thereby restricts our doing business with such persons.
In addition, our leases, loans and other agreements may require us to comply with OFAC and related requirements, and any failure to
do so may result in a breach of such agreements. If a tenant or other party with whom we conduct business is placed on the OFAC list
or is otherwise a party with whom we are prohibited from doing business, we may be required to terminate the lease or other
agreement. Any such termination could result in a loss of revenue or otherwise negatively affect our financial results and cash flows.
Our business and operations would suffer in the event of system failures.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal
information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses,
unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or
accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional
costs to remedy damages caused by such disruptions.
The occurrence of cyber incidents, or a deficiency in our cyber security, 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.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware,
computer viruses, 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. The risk of a security breach or disruption, particularly through cyber
attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the
number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. 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. 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. 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; subject us to claims for breach of contract, damages, credits, penalties 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.
13
Some of our potential losses may not be covered by insurance.
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and 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. Our
California properties have earthquake insurance with coverage of $180,000,000 per occurrence and in the annual aggregate, subject to
a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0
billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear,
biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization
Act of 2015, which expires in December 2020.
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 $1,622,000 ($1,976,000 for 2017) and 16% (17% for 2017) 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.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, we
cannot anticipate what coverage will be available on commercially reasonable terms in the future.
Our debt instruments, consisting of mortgage loans secured by our properties which are non-recourse to us, 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 our properties and expand our portfolio.
Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could
result in substantial costs.
The Americans with Disabilities Act (“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.
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OUR INVESTMENTS ARE CONCENTRATED CURRENTLY IN THE NEW YORK CITY METROPOLITAN AREA AND
WASHINGTON, DC/NORTHERN VIRGINIA AREA AND CIRCUMSTANCES AFFECTING THESE AREAS
GENERALLY COULD ADVERSELY AFFECT OUR BUSINESS. UPON COMPLETION OF OUR PROPOSED SPIN-OFF
OF OUR WASHINGTON, DC SEGMENT, OUR BUSINESS AND INVESTMENTS WILL BE LESS DIVERSIFIED AND
MORE CONCENTRATED IN THE NEW YORK CITY METROPOLITAN AREA.
A significant portion of our properties are located currently in the New York City/New Jersey metropolitan area and
Washington, DC/Northern Virginia area and are affected by the economic cycles and risks inherent to those areas.
In 2016, approximately 91% of our EBITDA, as adjusted, came from properties located in the New York City metropolitan area
and the Washington, DC/Northern Virginia area. We may continue to concentrate a significant portion of our future acquisitions in
these areas or in other geographic real estate markets in the United States or abroad. Real estate markets are subject to economic
downturns and we cannot predict how economic conditions will impact these markets in either the short or long term. Declines in the
economy or declines in real estate markets in these areas could hurt 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 these regions
include:
•
financial performance and productivity of the media, advertising, financial, technology, retail, insurance and real estate
industries;
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•
•
•
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• with respect to our Washington, DC segment, space needs of, and budgetary constraints affecting, the United States
Government, including the effect of a deficit reduction plan and/or base closures and repositioning under the Defense Base
Closure and Realignment Act of 2005, as amended;
business layoffs or downsizing;
industry slowdowns;
relocations of businesses;
changing demographics;
increased telecommuting 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);
infrastructure quality; and
any oversupply of, or reduced demand for, real estate.
•
•
Assuming we complete the spin-off of our Washington, DC segment as expected, our real estate investments will be more
concentrated in New York City and less diversified than prior to the spin-off. After giving effect to the spin-off and assuming it was
completed as of January 1, 2016, 89% of our EBITDA, as adjusted, came from properties located in the New York City metropolitan
area.
It is impossible for us to assess the future effects 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, would negatively affect our businesses and profitability.
Terrorist attacks, such as those of September 11, 2001 in New York City and the Washington, DC area, may adversely affect
the value of our properties and our ability to generate cash flow.
We have significant investments in large metropolitan areas, including the New York, Washington, DC, Chicago and San
Francisco metropolitan areas. In response to a terrorist attack or the perceived threat of terrorism, 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 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. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.
Natural disasters and 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, Washington, DC, Chicago and San Francisco metropolitan areas. Natural
disasters, including earthquakes, storms and hurricanes, could impact our properties in these and other areas in which we operate.
Potentially adverse consequences of “global warming” could similarly have an impact on our properties. As a result, we could
become subject to significant losses and/or repair costs that may or may not be fully covered by insurance and to the risk of business
interruption. The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.
15
WE MAY ACQUIRE OR SELL ASSETS OR ENTITIES OR DEVELOP PROPERTIES. OUR FAILURE OR INABILITY
TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THE RESULTS OF THESE TRANSACTIONS COULD
ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.
We may acquire, develop or redevelop real estate and acquire related companies and this may create risks.
We may acquire, develop or redevelop properties or acquire real estate related companies when we believe doing so is consistent
with our business strategy. We may not succeed in (i) developing, redeveloping or acquiring real estate and real estate related
companies; (ii) completing these activities on time or within budget; and (iii) leasing or selling developed, redeveloped or acquired
properties at amounts sufficient to cover our costs. Competition in these activities could also significantly increase our costs.
Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or
developments in new markets or industries where we do not have the same level of market knowledge may result in weaker than
anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing and
consequently fail to recover expenses already incurred. Furthermore, 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.
From time to time we have made, and in the future we may seek to make, one or more material acquisitions. The
announcement of such a material acquisition may result in a rapid and significant decline in the price of our securities.
We are continuously looking at material transactions 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.
It may be difficult to buy and sell real estate quickly, which may limit our flexibility.
Real estate investments are relatively difficult to buy and sell quickly. Consequently, we may have limited ability to vary our
portfolio promptly in response to changes in economic or other conditions.
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, Inc. (“Alexander’s”), Toys “R” Us, Inc. (“Toys”), Lexington Realty Trust (“Lexington”),
Urban Edge Properties (“UE”), Pennsylvania Real Estate Investment Trust (“PREIT”), 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, including operating or managing toy stores. 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 that affect the general and New York City retail environments.
Certain of our properties are Manhattan street retail properties. As such, these properties are affected by the general and New
York City retail environments, including the level of consumer spending and consumer confidence, change in relative strengths of
world currencies, the threat of terrorism, increasing competition from retailers, outlet malls, retail websites and catalog companies and
the impact of technological change upon the retail environment generally. These factors could adversely affect the financial condition
of our retail tenants and the willingness of retailers to lease space in our retail locations, and in turn, adversely affect us.
16
Our investment in Toys has in the past and may in the future result in increased seasonality and volatility in our reported
earnings.
We carry our Toys investment at zero. As a result, we no longer record our equity in Toys' income or loss. Because Toys is a
retailer, its operations subject us to the risks of a retail company that are different than those presented by our other lines of business.
The business of Toys is highly seasonal and substantially all of Toys net income is generated in its fourth quarter. It is possible that
the value of Toys may increase and we could again resume recording our equity in Toys' income or loss, which would increase the
seasonality and volatility of our reported earnings.
Our decision to dispose of real estate assets would change the holding period assumption in our valuation analyses, which
could result in material impairment losses and adversely affect our financial results.
We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If
we change our intended holding period, due to our intention to sell or otherwise dispose of an asset, then under accounting principles
generally accepted in the United States of America, we must reevaluate whether that asset is impaired. Depending on the carrying
value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may
record an impairment loss that would adversely affect our financial results. This loss could be material to our results of operations in
the period that it is recognized.
We invest in marketable equity securities. The value of these investments may decline as a result of operating performance or
economic or market conditions.
We invest in marketable equity securities of publicly-traded companies, such as Lexington. As of December 31, 2016, our
marketable securities have an aggregate carrying amount of $203,704,000, at market. Significant declines in the value of these
investments due to, among other reasons, operating performance or economic or market conditions, may result in the recognition of
impairment losses which could be material.
We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-off.
Although we believe that separating our Washington, DC segment will provide benefits to us and our shareholders, the spin-off
may not provide such results on the scope or scale we anticipate, and neither we nor JBG SMITH may realize the intended benefits of
the spin-off. In addition, we will incur one-time costs in connection with the spin-off that may exceed our estimates and negate some
of the benefits we expect to achieve. Further, if the proposed spin-off is completed, our operational and financial profile will change
upon the separation of the Washington, DC segment from us. As a result, our diversification of revenue sources will diminish, and our
results of operations, cash flows, working capital, and financing requirements may be subject to increased volatility.
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OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND FINANCIAL RISKS.
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.
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 its Operating Partnership that 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. Likewise, 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 payable to holders
of 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, 2016, there were four series of preferred units of the Operating Partnership not held by Vornado with a total
liquidation value of $56,047,000.
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.
We have a substantial amount of indebtedness that could affect our future operations.
As of December 31, 2016, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and
deferred financing costs, net, totaled $10.7 billion. 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 required debt service. Our debt service costs generally will not be
reduced if developments at the property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the
income from the property. 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 a loss of income and a decline in our total asset value.
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We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on
acceptable terms.
We rely on both secured and unsecured, variable rate and non-variable rate debt to finance acquisitions and development activities
and for working capital. 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 cost of our existing debt may increase,
especially in the case of a rising interest rate environment, and we may not be able to refinance our existing debt in sufficient amounts
or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or
on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affect our financial
condition and results of operations.
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
lender, to further mortgage the applicable property or to discontinue 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 level of our ratio of total debt to total assets, our ratio of secured
debt to total assets, our ratio of EBITDA to interest expense, and fixed charges, and that require us to maintain a certain level 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 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.
A downgrade in our credit ratings could materially adversely affect our business and financial condition.
Our credit rating and the credit ratings assigned to our debt securities and our preferred shares could change based upon, among
other things, our results of operations and financial condition. These 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, which
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.
Vornado may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.
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. 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.
We face possible adverse changes in tax laws, which may result in an increase in our tax liability.
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. The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of
such changes. 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 payment of dividends and
distributions.
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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.
VORNADO’S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE US.
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. 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.
Until 2019, Vornado has a classified Board of Trustees and that may reduce the likelihood of certain takeover transactions.
Vornado’s Board of Trustees is divided currently into three classes of trustees. Commencing this year, each class of trustees that
is up for election will be elected for a one-year term with all trustees forming a single class elected annually commencing in 2019.
Historically trustees of each class have been chosen for three-year staggered terms. Staggered terms of trustees may reduce the
possibility of a tender offer or an attempt to change control of Vornado, even though a tender offer or change in control might be in
the best interest of our equity holders.
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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:
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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.
OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO CONFLICTS OF
INTEREST.
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, 2016, Interstate Properties, a New Jersey general partnership, and its partners owned an aggregate of
approximately 7.1% of the common shares of Vornado and 26.3% 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. Wight and Mandelbaum are Trustees of
Vornado and also 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, and on the outcome of any matters submitted to Vornado’s shareholders for
approval. 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 under a management agreement for which we receive an annual
fee equal to 4% of annual base rent and percentage rent. See Note 21 – Related Party Transactions to our consolidated financial
statements in this Annual Report on Form 10-K for additional information.
There may be conflicts of interest between Alexander’s and us.
As of December 31, 2016, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has
seven 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 26.3% of the outstanding common stock of
Alexander’s as of December 31, 2016. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Office 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. Wight and Mandelbaum are Trustees of Vornado and also Directors of Alexander’s and general partners of
Interstate Properties. Dr. Richard West is a Trustee of Vornado and a Director of Alexander’s. In addition, Joseph Macnow, our
Executive Vice President – Finance and Chief Administrative Officer, is the Executive Vice President and Chief Financial Officer of
Alexander’s, and Stephen W. Theriot, our Chief Financial Officer, is the Assistant Treasurer of Alexander’s.
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We manage, develop and lease Alexander’s properties under management and development agreements and leasing agreements
under which we receive annual fees from Alexander’s. See Note 21 – Related Party Transactions to our consolidated financial
statements in this Annual Report on Form 10-K for additional information.
THE NUMBER OF SHARES OF VORNADO REALTY TRUST AND THE MARKET FOR THOSE SHARES GIVE RISE
TO VARIOUS RISKS.
The trading price of Vornado’s common shares has been volatile and may fluctuate.
The trading price of Vornado’s common shares has been volatile and may continue to fluctuate widely as a result of a number of
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. Among those factors are:
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our financial condition and performance;
the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
actual or anticipated quarterly fluctuations in our operating results and financial condition;
our dividend policy;
the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in
comparison to other equity securities, including securities issued by other real estate companies, and fixed income
securities;
uncertainty and volatility in the equity and credit markets;
fluctuations in interest rates;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or
actions taken by rating agencies with respect to our securities or those of other REITs;
failure to meet analysts’ revenue or earnings estimates;
speculation in the press or investment community;
strategic actions by us or our competitors, such as acquisitions or restructurings;
the extent of institutional investor interest in us;
the extent of short-selling of Vornado common shares and the shares of our competitors;
fluctuations in the stock price and operating results of our competitors;
general financial and economic market conditions and, in particular, developments related to market conditions for
REITs and other real estate related companies;
domestic and international economic factors unrelated to our performance; and
all other risk factors addressed elsewhere in this Annual Report on the 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, 2016, Vornado had
authorized but unissued, 60,899,124 common shares of beneficial interest, $.04 par value and 67,116,023 preferred shares of
beneficial interest, no par value; of which 19,538,084 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved comments from the staff of the Securities Exchange Commission as of the date of this Annual Report on
Form 10-K.
22
ITEM 2.
PROPERTIES
We operate in two business segments: New York and Washington, DC. The following pages provide details of our real estate
properties as of December 31, 2016.
NEW YORK SEGMENT
Property
One Penn Plaza (ground leased through 2098)
1290 Avenue of the Americas
Two Penn Plaza
666 Fifth Avenue Office Condominium(1)
909 Third Avenue (ground leased through 2063)
Independence Plaza, Tribeca
(3 buildings) (1,327 units)(1)
280 Park Avenue(1)
770 Broadway
Eleven Penn Plaza
90 Park Avenue
One Park Avenue(1)
888 Seventh Avenue (ground leased through 2067)
100 West 33rd Street
330 Madison Avenue(1)
330 West 34th Street (ground leased through 2149)
85 Tenth Avenue(1)
650 Madison Avenue(1)
350 Park Avenue
150 East 58th Street
7 West 34th Street
33-00 Northern Boulevard (Center Building)
595 Madison Avenue
640 Fifth Avenue
50-70 W 93rd Street (326 units)(1)
Manhattan Mall
40 Fulton Street
4 Union Square South
260 Eleventh Avenue
(ground leased through 2114)
512 W 22nd Street(1)
61 Ninth Avenue (ground leased through 2115)(1)
825 Seventh Avenue(1)
1540 Broadway
608 Fifth Avenue (ground leased through 2033)
Paramus
666 Fifth Avenue Retail Condominium
1535 Broadway
(Marriott Marquis - retail and signage)
(ground and building leased through 2032)
57th Street (2 buildings)(1)
689 Fifth Avenue
478-486 Broadway (2 buildings) (10 units)
150 West 34th Street
510 Fifth Avenue
655 Fifth Avenue
155 Spring Street
3040 M Street
435 Seventh Avenue
692 Broadway
606 Broadway
697-703 Fifth Avenue (St. Regis - retail)
715 Lexington Avenue
%
Ownership
100.0%
70.0%
100.0%
49.5%
100.0%
Type
Office/Retail
Office/Retail
Office/Retail
Office/Retail
Office
%
Occupancy
92.7%
99.5%
98.9%
n/a
100.0%
In Service
2,522,000
2,110,000
1,631,000
-
1,346,000
Square Feet
Under
Development
or Not
Available
for Lease
-
-
-
1,448,000
-
100.0% (2)
92.3%
98.3%
99.1%
95.9%
93.4%
94.6%
98.2%
89.1%
87.2%
100.0%
95.5%
100.0%
97.9%
100.0%
99.5%
97.3%
91.8%
95.4%
97.6%
92.7%
100.0%
100.0%
n/a
n/a
100.0%
100.0%
96.6%
94.7%
100.0%
77.2%
94.3%
91.8%
100.0% (2)
100.0%
100.0%
100.0%
100.0%
86.7%
100.0%
100.0%
n/a
100.0%
100.0%
1,245,000
1,249,000
1,158,000
1,151,000
959,000
949,000
885,000
855,000
842,000
718,000
626,000
552,000
571,000
545,000
479,000
471,000
323,000
313,000
283,000
256,000
250,000
206,000
184,000
-
-
169,000
160,000
137,000
129,000
114,000
108,000
103,000
100,000
85,000
78,000
66,000
57,000
50,000
44,000
43,000
36,000
-
26,000
23,000
12,000
-
-
-
-
-
-
-
-
-
-
40,000
-
-
-
-
-
-
-
-
-
-
-
173,000
170,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
34,000
-
-
50.1% Retail/Residential
Office/Retail
50.0%
Office/Retail
100.0%
Office/Retail
100.0%
Office/Retail
100.0%
Office/Retail
55.0%
Office/Retail
100.0%
Office
100.0%
Office/Retail
25.0%
Office/Retail
100.0%
Office/Retail
49.9%
Office/Retail
20.1%
Office/Retail
100.0%
Office/Retail
100.0%
Office/Retail
53.0%
Office
100.0%
Office/Retail
100.0%
Office/Retail
100.0%
Residential
49.9%
Retail
100.0%
Office/Retail
100.0%
Retail
100.0%
100.0%
55.0%
45.1%
51.2%
100.0%
100.0%
100.0%
100.0%
Office
Office
Office/Retail
Office/Retail
Retail
Office/Retail
Office
Retail
Retail/Theatre
100.0%
Office/Retail
50.0%
100.0%
Office/Retail
100.0% Retail/Residential
Retail
100.0%
Retail
100.0%
Retail
92.5%
Retail
100.0%
Retail
100.0%
Retail
100.0%
Retail
100.0%
Office/Retail
50.0%
Retail
74.3%
Retail
100.0%
23
Total
Property
2,522,000
2,110,000
1,631,000
1,448,000
1,346,000
1,257,000
1,249,000
1,158,000
1,151,000
959,000
949,000
885,000
855,000
842,000
718,000
626,000
592,000
571,000
545,000
479,000
471,000
323,000
313,000
283,000
256,000
250,000
206,000
184,000
173,000
170,000
169,000
160,000
137,000
129,000
114,000
108,000
103,000
100,000
85,000
78,000
66,000
57,000
50,000
44,000
43,000
36,000
34,000
26,000
23,000
ITEM 2.
PROPERTIES - CONTINUED
%
Ownership
Type
NEW YORK SEGMENT - CONTINUED
Property
1131 Third Avenue
40 East 66th Street (5 units)
131-135 West 33rd Street
828-850 Madison Avenue
443 Broadway
484 Eighth Avenue
334 Canal Street (4 units)
304 Canal Street (4 units)
677-679 Madison Avenue (8 units)
431 Seventh Avenue
138-142 West 32nd Street
148 Spring Street
150 Spring Street (1 unit)
966 Third Avenue
488 Eighth Avenue
267 West 34th Street
968 Third Avenue (1)
265 West 34th Street
486 Eighth Avenue
137 West 33rd Street
Other (4 buildings) (34 units)
Hotel Pennsylvania
Alexander's, Inc.:
731 Lexington Avenue(1)
Rego Park II, Queens(1)
Rego Park I, Queens(1)
The Alexander Apartment Tower, Queens
(312 units)(1)
Flushing, Queens(1)
Paramus, New Jersey (30.3 acres
ground leased through 2041)(1)
Rego Park III, Queens (3.2 acres)(1)
Total New York Segment
Our Ownership Interest
See notes on page 26.
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
50.0%
100.0%
100.0%
100.0%
82.0%
100.0%
32.4%
32.4%
32.4%
32.4%
32.4%
32.4%
32.4%
Square Feet
Under
Development
or Not
Available
for Lease
In Service
Total
Property
23,000
23,000
23,000
18,000
16,000
-
15,000
-
13,000
10,000
8,000
7,000
7,000
7,000
6,000
6,000
6,000
3,000
-
3,000
57,000
-
-
-
-
-
16,000
-
13,000
-
-
-
-
-
-
-
-
-
-
3,000
-
32,000
23,000
23,000
23,000
18,000
16,000
16,000
15,000
13,000
13,000
10,000
8,000
7,000
7,000
7,000
6,000
6,000
6,000
3,000
3,000
3,000
89,000
%
Occupancy
100.0%
100.0% (2)
100.0%
100.0%
100.0%
n/a
- (2)
n/a
100.0% (2)
100.0%
67.4%
100.0%
100.0% (2)
100.0%
100.0%
100.0%
100.0%
100.0%
n/a
100.0%
97.7% (2)
Retail
Retail/Residential
Retail
Retail
Retail
Retail
Retail/Residential
Retail/Residential
Retail/Residential
Retail
Retail
Retail
Retail/Residential
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail/Residential
Hotel
n/a
1,400,000
-
1,400,000
Office/Retail
Retail
Retail
Residential
Retail
Retail
n/a
100.0%
99.9%
100.0%
98.1%
100.0%
100.0%
n/a
96.5 %
1,063,000
609,000
343,000
255,000
167,000
-
-
28,295,000
-
-
-
-
1,063,000
609,000
343,000
255,000
167,000
-
-
1,941,000
-
-
30,236,000
96.5 %
22,442,000
967,000
23,409,000
24
ITEM 2.
PROPERTIES - CONTINUED
WASHINGTON, DC SEGMENT
Property
2011-2451 Crystal Drive (5 buildings)
RiverHouse Apartments (3 buildings) (1,670 units)
S. Clark Street/12th Street (5 buildings)
1550-1750 Crystal Drive/
241-251 18th Street (4 buildings)
1800, 1851 and 1901 South Bell Street (3 buildings)
Rosslyn Plaza (4 buildings)(1)
1825-1875 Connecticut Avenue, NW
(Universal Buildings) (2 buildings)
2200/2300 Clarendon Blvd (Courthouse Plaza)
(ground leased through 2062) (2 buildings)
1299 Pennsylvania Avenue, NW
(Warner Building)(1)
The Bartlett (699 units)
2100/2200 Crystal Drive (2 buildings)
Commerce Executive (3 buildings)
1501 K Street, NW(1)
2101 L Street, NW
1700 M Street
WestEnd25 (283 units)
220 20th Street (265 units)
Crystal City Hotel
Rosslyn Plaza (196 units)(1)
875 15th Street, NW (Bowen Building)
1101 17th Street, NW(1)
Democracy Plaza One
(ground leased through 2084)
1730 M Street, NW (ground leased through 2061)
2221 South Clark Street (216 units)
2001 Jefferson Davis Highway
223 23rd Street
Met Park/Warehouses
1399 New York Avenue, NW
Crystal City Shops at 2100
Crystal Drive Retail
Other (3 buildings)
Total Washington, DC Segment
Our Ownership Interest
See notes on page 26.
%
Ownership
Type
%
Occupancy
89.7%
97.7%
83.2%
Office
Residential
Office
100.0%
100.0%
100.0%
100.0%
100.0%
46.2%
100.0%
100.0%
Office
Office
Office
86.8%
100.0%
64.0%
1,452,000
377,000
493,000
30,000
492,000
248,000
1,482,000
869,000
741,000
Office
99.0%
686,000
Office
94.6%
639,000
Square Feet
Under
Development
or Not
Available
for Lease
Total
Property
2,325,000
1,802,000
1,546,000
-
-
-
In Service
2,325,000
1,802,000
1,546,000
-
-
-
143,000
-
14,000
-
-
333,000
-
-
-
-
-
-
-
-
686,000
639,000
622,000
620,000
532,000
407,000
402,000
380,000
333,000
273,000
269,000
266,000
253,000
231,000
216,000
214,000
205,000
622,000
477,000
532,000
393,000
402,000
380,000
-
273,000
269,000
266,000
253,000
231,000
216,000
214,000
205,000
171,000
162,000
-
53,000
129,000
80,000
57,000
11,000
14,716,000
-
-
147,000
76,000
-
-
-
-
1,483,000
171,000
162,000
147,000
129,000
129,000
80,000
57,000
11,000
16,199,000
55.0%
Office
100.0% Residential/Retail
Office
100.0%
Office
100.0%
Office
5.0%
Office
100.0%
Office
100.0%
Residential
100.0%
Residential
100.0%
Residential
100.0%
Residential
43.7%
Office
100.0%
Office
55.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
Office
Office
Residential/
Office
Office
Office
Warehouses
Office
Office
Retail
Other
92.4%
100.0% (2)
73.0%
94.1%
91.5%
99.0%
n/a
97.2%
97.7%
100.0%
96.9%
84.5%
99.4%
97.6%
92.3%
100.0% (2)
52.4%
n/a
100.0%
75.2%
94.6%
100.0%
100.0%
90.2%
90.5%
13,556,000
1,344,000
14,900,000
25
ITEM 2.
PROPERTIES - CONTINUED
OTHER
Property
theMART:
theMART, Chicago
Other (2 properties)(1)
Total theMART
Our Ownership Interest
555 California Street:
555 California Street
315 Montgomery Street
345 Montgomery Street
Total 555 California Street
Our Ownership Interest
Vornado Capital Partners Real Estate Fund ("the Fund")(3) :
800 Corporate Pointe, Culver City, CA (2 buildings)
Crowne Plaza Times Square, NY
Lucida, 86th Street and Lexington Avenue, NY
(ground leased through 2082) (39 units)
1100 Lincoln Road, Miami, FL
11 East 68th Street Retail, NY
501 Broadway, NY
Total Real Estate Fund
Our Ownership Interest
Other:
Wayne Town Center, Wayne
(ground leased through 2064)
Annapolis
(ground leased through 2042)
Fashion Centre Mall(4)
Washington Tower(4)
Total Other
Our Ownership Interest
%
Ownership
Type
%
Occupancy
In Service
Square Feet
Under
Development
or Not
Available
for Lease
Total
Property
100.0%
50.0%
Office/Retail/Showr
oom
Retail
98.9%
100.0%
98.9%
3,652,000
19,000
3,671,000
98.9%
3,662,000
-
-
-
-
3,652,000
19,000
3,671,000
3,662,000
70.0%
70.0%
70.0%
Office
Office/Retail
Office/Retail
98.0%
55.6%
n/a
92.4%
1,505,000
233,000
-
1,738,000
-
-
64,000
64,000
1,505,000
233,000
64,000
1,802,000
92.4%
1,217,000
45,000
1,262,000
100.0%
Office
75.3% Office/Retail/Hotel
96.0%
68.8%
100.0% Retail/Residential
Retail/Theatre
100.0%
Retail
100.0%
Retail
100.0%
100.0% (2)
98.6%
100.0%
100.0%
89.8%
246,000
240,000
154,000
128,000
11,000
9,000
788,000
86.3%
216,000
-
-
-
-
-
-
-
-
246,000
240,000
154,000
128,000
11,000
9,000
788,000
216,000
100.0%
Retail
100.0%
644,000
12,000
656,000
100.0%
7.5%
7.5%
Retail
Retail
Office
100.0%
96.9%
100.0%
98.5%
128,000
869,000
170,000
1,811,000
-
-
-
12,000
128,000
869,000
170,000
1,823,000
99.8%
850,000
12,000
862,000
(1) Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on
Form 10-K.
(2) Excludes residential occupancy statistics.
(3) We own a 25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying assets.
(4) Reclassified to Other from Washington, DC segment.
26
NEW YORK
As of December 31, 2016, our New York segment consisted of 28.3 million square feet in 86 properties. The 28.3 million square
feet is comprised of 20.2 million square feet of office space in 36 properties, 2.7 million square feet of retail space in 70 properties,
2,004 units in twelve residential properties, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, Inc.
(“Alexander’s”), which owns seven properties in the greater New York metropolitan area. The New York segment also includes 11
garages totaling 1.7 million square feet (4,970 spaces) which are managed by, or leased to, third parties.
New York lease terms generally range from five to seven years for smaller tenants to as long as 20 years for major tenants, and
may provide for extension options at market rates. 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. 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, 2016, the occupancy rate for our New York segment was 96.5%.
Occupancy and weighted average annual rent per square foot (in service):
Office:
Retail:
As of December 31,
2016
2015
2014
2013
2012
As of December 31,
2016
2015
2014
2013
2012
Total
Property
Square Feet
20,227,000
21,288,000
20,154,000
18,744,000
18,319,000
Total
Property
Square Feet
2,672,000
2,641,000
2,469,000
2,349,000
2,171,000
Vornado's Ownership Interest
Occupancy
Rate
96.3 %
96.3 %
96.9 %
96.4 %
95.6 %
Weighted
Average Annual
Rent Per
Square Foot
$
68.90
66.62
65.34
62.20
60.45
Square Feet
16,962,000
17,412,000
16,408,000
15,303,000
15,338,000
Vornado's Ownership Interest
Occupancy
Rate
97.1 %
96.2 %
96.5 %
97.4 %
96.8 %
Weighted
Average Annual
Rent Per
Square Foot
213.85
202.85
173.19
162.92
148.71
$
Square Feet
2,464,000
2,408,000
2,162,000
2,116,000
2,001,000
Occupancy and average monthly rent per unit (in service):
Residential:
As of December 31,
2016 (1)
2015
2014
2013
2012
Number of Units
2,004
1,711
1,678
1,672
1,673
Number of Units
Vornado's Ownership Interest
Occupancy
Rate
977
886
855
847
847
95.7 %
95.0 %
95.2 %
94.8 %
96.5 %
Average Monthly
Rent Per Unit
$
3,576
3,495
3,146
2,920
2,770
(1)
Includes The Alexander (32.4% ownership) from the date of stabilization in the third quarter of 2016.
27
NEW YORK – CONTINUED
Tenants accounting for 2% or more of revenues:
Tenant
IPG and affiliates
Swatch Group USA
AXA Equitable Life Insurance
Macy's
Neuberger Berman Group LLC
2016 rental revenue by tenants’ industry:
Square Feet
Leased
2016
Revenues
924,000
32,000
481,000
646,000
412,000
$
53,666,000
53,263,000
40,955,000
40,886,000
33,487,000
Percentage of
New York
Total
Revenues
3.1 %
3.1 %
2.4 %
2.4 %
2.0 %
Percentage
of Total
Revenues
2.1 %
2.1 %
1.6 %
1.6 %
1.3 %
Industry
Office:
Financial Services
Real Estate
Communications
Family Apparel
Legal Services
Advertising/Marketing
Technology
Insurance
Publishing
Engineering, Architect & Surveying
Government
Banking
Home Entertainment & Electronics
Health Services
Pharmaceutical
Other
Retail:
Family Apparel
Women's Apparel
Luxury Retail
Restaurants
Banking
Department Stores
Discount Stores
Other
Total
Percentage
11%
7%
6%
6%
5%
5%
4%
4%
3%
3%
2%
2%
2%
1%
1%
9%
71%
7%
6%
6%
2%
2%
2%
1%
3%
29%
100%
28
NEW YORK – CONTINUED
Lease expirations as of December 31, 2016, assuming none of the tenants exercise renewal options:
Year
Office:
Month to month
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Retail:
Month to month
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Number of
Square Feet of
Expiring Leases Expiring Leases
Percentage of
New York
Square Feet
Weighted Average Annual
Rent of Expiring Leases
Total
Per Square Foot
12
72
106
95
121
124
68
57
71
40
66
12
14
30
26
21
16
8
14
18
12
19
25,000
489,000 (1)
1,153,000 (2)
826,000
1,466,000
1,242,000
688,000
1,725,000
1,227,000
742,000
1,298,000
50,000
28,000 (3)
171,000
202,000
72,000
52,000
33,000
81,000
151,000
38,000
136,000
0.2 %
3.0 %
7.2 %
5.1 %
9.1 %
7.7 %
4.3 %
10.7 %
7.6 %
4.6 %
8.1 %
2.6 %
1.4 %
8.8 %
10.4 %
3.7 %
2.7 %
1.7 %
4.2 %
7.8 %
2.0 %
7.0 %
$
1,254,000 $
31,770,000
85,505,000
57,322,000
99,053,000
86,776,000
37,809,000
132,048,000
93,797,000
53,343,000
92,625,000
$
2,509,000 $
13,374,000
44,423,000
34,039,000
10,588,000
10,283,000
3,855,000
20,523,000
59,881,000
18,428,000
42,233,000
50.16
64.97 (1)
74.16
69.40
67.57
69.87
54.95
76.55
76.44
71.89
71.36
50.18
477.64 (3)
259.78
168.51
147.06
197.75
116.82
253.37
396.56
484.95
310.54
(1) Based on current market conditions, we expect to re-lease this space at weighted average rents between $65 to $75 per square foot.
(2) Excludes 492,000 square feet leased at 909 Third Avenue to the U.S. Post Office through 2038 (including four 5-year renewal options) for
which the annual escalated rent is $11.70 per square foot.
(3) Based on current market conditions, we expect to re-lease this space at weighted average rents between $550 to $600 per square foot.
Alexander’s
As of December 31, 2016, we own 32.4% of the outstanding common stock of Alexander’s, which owns seven properties in the
greater New York metropolitan area aggregating 2.4 million square feet, including 731 Lexington Avenue, the 1.3 million square foot
Bloomberg L.P. headquarters building. Alexander’s had $1.05 billion of outstanding debt, net at December 31, 2016, of which our
pro rata share was $341.0 million, none of which is recourse to us.
Hotel Pennsylvania
We own the Hotel Pennsylvania which is located in New York City on Seventh Avenue at 33rd Street in the heart of the Penn
Plaza district and consists of a hotel portion containing 1,000,000 square feet of hotel space with 1,700 rooms and a commercial
portion containing 400,000 square feet of retail and office space.
Hotel Pennsylvania:
Average occupancy rate
Average daily rate
Revenue per available room
2016
Year Ended December 31,
2014
2015
2013
2012
84.7 %
$
$
134.38
113.84
$
$
90.7 %
147.46
133.69
$
$
92.0 %
93.4 %
89.1 %
162.01
149.04
$
$
158.01
147.63
$
$
152.79
136.21
29
WASHINGTON, DC
On October 31, 2016, Vornado’s Board of Trustees approved the tax-free spin-off of our Washington, DC segment and we
entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a
Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado,
will be Chairman of the Board of Trustees of the new company, which will be named JBG SMITH Properties. Mitchell Schear,
President of our Washington, DC business, will be a member of the Board of Trustees of the new company. The pro rata distribution
to Vornado common shareholders and Class A Operating Partnership unitholders is intended to be treated as a tax-free spin-off for
U.S. federal income tax purposes. It is expected to be made on a pro rata 1:2 basis. The initial Form 10 registration statement relating
to the spin-off and merger was filed with the SEC on January 23, 2017 and the distribution and combination are expected to be
completed in the second quarter of 2017. The distribution and combination are subject to certain conditions, including the SEC
declaring the Form 10 registration statement effective, filing and approval of the new company’s listing application, receipt of
regulatory approvals and third party consents by each of the Company and JBG, and formal declaration of the distribution by
Vornado’s Board of Trustees. The distribution and combination are not subject to a vote by Vornado’s shareholders or Operating
Partnership unitholders. Vornado’s Board of Trustees has approved the transaction. JBG has obtained all requisite approvals from its
investment funds for this transaction. There can be no assurance that this transaction will be completed.
On August 24, 2016, the Skyline properties, located in Fairfax, Virginia, were placed in receivership. On December 21, 2016, the
final disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets
(approximately $236,535,000) and liabilities (approximately $724,412,000), were removed from our consolidated balance sheet which
resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.
On December 19, 2016, we completed the sale of our 20% interest in Fairfax Square to our joint venture partner for $15,500,000,
which resulted in a net gain of approximately $15,302,000.
30
WASHINGTON, DC – CONTINUED
As of December 31, 2016, our Washington, DC segment consisted of 58 properties aggregating 14.7 million square feet including
11.1 million square feet of office space in 44 properties, nine residential properties containing 3,156 units and a hotel property. The
Washington, DC segment also includes 45 garages totaling approximately 7.0 million square feet (22,110 spaces) which are managed
by, or leased to, third parties.
Washington, DC office lease terms generally range from five to seven years for smaller tenants to as long as 15 years for major
tenants, and may provide for extension options at either pre-negotiated or market rates. Leases typically provide for periodic step-ups
in rent over the term of the lease and pass through to tenants, the tenants’ share of increases in real estate taxes and certain property
operating expenses over a base year. Periodic step-ups in rent are usually based upon fixed percentage 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, 2016, the occupancy rate for our Washington DC segment was 90.5%, and 22.4% of the occupied space was
leased to various agencies of the U.S. Government.
Occupancy and weighted average annual rent per square foot (in service):
Office:
Vornado's Ownership Interest
As of December 31,
2016
2015
2014
2013
2012
Total
Property
Square Feet
11,141,000
11,592,000
11,635,000
11,753,000
11,665,000
Square Feet
10,123,000
10,597,000
10,620,000
10,686,000
10,538,000
Occupancy
Rate
88.3 %
90.1 %
87.3 %
85.2 %
86.2 %
Weighted
Average Annual
Rent Per
Square Foot
$
44.05
43.99
44.03
44.03
42.91
Occupancy and average monthly rent per unit (in service):
Residential:
As of December 31,
2016
2015
2014
2013
2012
Number of
Units
Number of
Units
Vornado's Ownership Interest
Occupancy
Rate
Average Monthly
Rent Per Unit
$
3,156
2,630
2,414
2,414
2,414
3,046
2,520
2,304
2,304
2,304
97.8 %
96.4 %
97.4 %
96.3 %
97.9 %
2,064
2,044
2,053
2,075
2,122
Tenants accounting for 2% or more of revenues:
Tenant
U.S. Government
Family Health International
Arlington County
Square Feet
Leased
2,748,000
323,000
241,000
$
2016
Revenues
79,185,000
15,199,000
11,388,000
Percentage of
Washington, DC
Total Revenues
15.3 %
2.9 %
2.2 %
Percentage
of Total
Revenues
3.4 %
0.7 %
0.5 %
31
WASHINGTON, DC – CONTINUED
2016 rental revenue by tenants’ industry:
Industry
Percentage
U.S. Government
Government Contractors
Membership Organizations
Legal Services
Real Estate
Business Services
Management Consulting Services
State and Local Government
Health Services
Food
Computer and Data Processing
Education
Television Broadcasting
Manufacturing
Other
21%
13%
9%
5%
4%
4%
3%
3%
2%
2%
2%
1%
1%
1%
29%
100%
Lease expirations as of December 31, 2016, assuming none of the tenants exercise renewal options:
Year
Month to month
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Number of
Square Feet of
Expiring Leases Expiring Leases
93,000
955,000 (1)
943,000
1,143,000
845,000
793,000
1,149,000
225,000
377,000
319,000
192,000
32
108
105
94
85
60
59
20
35
26
16
$
Percentage of
Washington, DC
Square Feet
1.1 %
11.5 %
11.3 %
13.7 %
10.1 %
9.5 %
13.8 %
2.7 %
4.5 %
3.8 %
2.3 %
Weighted Average Annual
Rent of Expiring Leases
Total
2,516,000 $
Per Square Foot
27.05
37.97 (1)
46.30
45.05
50.86
44.55
45.44
45.34
42.02
39.76
47.68
36,265,000
43,658,000
51,492,000
42,980,000
35,331,000
52,207,000
10,202,000
15,840,000
12,685,000
9,154,000
(1) Based on current market conditions, we expect to re-lease this space at weighted average rents between $38 to $42 per square foot.
32
OTHER INVESTMENTS
theMART
As of December 31, 2016, we own the 3.7 million square foot theMART in Chicago, whose largest tenant is Motorola Mobility at
609,000 square feet, the lease of which is guaranteed by Google. theMART is encumbered by a $675,000,000 mortgage loan that
bears interest at a fixed rate of 2.70% and matures in September 2021. As of December 31, 2016, theMART had an occupancy rate of
98.9% and a weighted average annual rent per square foot of $40.39.
555 California Street
As of December 31, 2016, we own a 70% controlling interest in a three-building office complex containing 1.8 million square
feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district (“555
California Street”). 555 California Street is encumbered by a $579,795,000 mortgage loan that bears interest at a fixed rate of 5.10%
and matures in September 2021. As of December 31, 2016, 555 California Street had an occupancy rate of 92.4% and a weighted
average annual rent per square foot of $68.43.
Vornado Capital Partners Real Estate Fund (the “Fund”) and Crowne Plaza Times Square Hotel Joint Venture (the “Crowne
Plaza Joint Venture”)
As of December 31, 2016, we own a 25.0% interest in the Fund which currently has six investments, one of which is the Crowne
Plaza Times Square Hotel in which we also own an additional interest through a joint venture. We are the general partner and
investment manager of the Fund. As of December 31, 2016, these six investments are carried on our consolidated balance sheet at an
aggregate fair value of $462,132,000, including the Crowne Plaza Joint Venture. As of December 31, 2016, our share of unfunded
commitments was $34,422,000.
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.
33
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.”
Quarterly high and low sales prices of Vornado’s common shares and dividends paid per common share for the years ended
December 31, 2016 and 2015 were as follows:
Quarter
High
Year Ended
December 31, 2016
Low
Dividends
High
Year Ended
December 31, 2015
Low
Dividends
1st
2nd
3rd
4th
$
99.97
100.13
108.69
105.91
$
78.91
90.13
97.18
86.35
$
0.63
0.63
0.63
0.63
$
126.62 (1)
113.12
98.96
103.41
$
104.11
94.55
84.60
89.32
$
0.63
0.63
0.63
0.63
(1) Achieved on January 15, 2015, prior to the spin-off of Urban Edge Properties (NYSE: UE).
As of February 1, 2017, there were 1,051 holders of record of Vornado common shares.
There is no established trading market for Class A units of the Operating Partnership. As of February 1, 2017, there were 997
Class A unitholders of record.
Recent Sales of Unregistered Securities
During 2016, the Operating Partnership issued 491,920 Class A units in connection with equity awards issued pursuant to
Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the
Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and
consideration received included $8,540,019 in cash proceeds. Such units were issued in reliance on an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended.
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 Equity Securities
In December 2016, we received 2,755 Vornado common shares at a weighted average price of $103.62 per share as payment for
the exercise price of certain employees’ stock options.
34
Performance Graph
The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the 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, 2011 in our common shares, 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.
Comparison of Five-Year Cumulative Return
$200
$175
$150
$125
$100
$75
2011
2012
2013
2014
2015
2016
Vornado Realty Trust
S&P 500 Index
The NAREIT All Equity Index
Vornado Realty Trust
S&P 500 Index
The NAREIT All Equity Index
$
100 $
100
100
109 $
116
120
125 $
154
123
171 $
175
158
163 $
177
162
174
198
176
2011
2012
2013
2014
2015
2016
35
ITEM 6. SELECTED FINANCIAL DATA
Vornado Realty Trust
(Amounts in thousands, except per share amounts)
Operating Data:
Revenues:
Property rentals
Tenant expense reimbursements
Cleveland Medical Mart development project
Fee and other income
Total revenues
Expenses:
Operating
Depreciation and amortization
General and administrative
Cleveland Medical Mart development project
Skyline properties impairment loss
Acquisition and transaction related costs
Total expenses
Operating income
(Loss) income from real estate fund investments
Income (loss) from partially owned entities
Interest and other investment income (loss), net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax (expense) benefit
Income (loss) from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests in:
Consolidated subsidiaries
Operating Partnership
Net income attributable to Vornado
Preferred share dividends
Preferred unit and share redemptions
Net income attributable to common shareholders
Per Share Data:
2016
Year Ended December 31,
2014
2013
2015
2012
$ 2,103,728 $ 2,076,586
260,976
-
164,705
2,502,267
260,667
-
141,807
2,506,202
$ 1,911,487
245,819
-
155,206
2,312,512
$ 1,880,405 $ 1,771,264
207,149
235,234
119,077
2,332,724
226,831
36,369
155,571
2,299,176
1,024,336
565,059
179,279
-
160,700
26,037
1,955,411
550,791
(23,602)
165,389
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
(53,654)
906,917
(75,903)
(7,408)
$
823,606 $
1,011,249
542,952
175,307
-
-
12,511
1,742,019
760,248
74,081
(12,630)
26,978
(378,025)
-
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
(43,231)
760,434
(80,578)
-
679,856
953,611
481,303
169,270
-
-
18,435
1,622,619
689,893
163,034
(59,861)
38,752
(412,755)
-
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
(47,613)
864,852
(81,464)
-
783,388
$
928,565
461,627
177,366
32,210
-
24,857
1,624,625
674,551
102,898
(340,882)
(24,887)
(425,782)
-
2,030
(12,072)
8,717
(3,355)
568,095
564,740
(63,952)
(24,817)
475,971
(82,807)
(1,130)
$
392,034 $
891,637
435,545
167,194
226,619
-
17,386
1,738,381
594,343
63,936
421,668
(261,200)
(431,235)
-
4,856
392,368
(8,132)
384,236
310,305
694,541
(32,018)
(45,263)
617,260
(76,937)
8,948
549,271
Income (loss) from continuing operations, net - basic
Income (loss) from continuing operations, net - diluted
Net income per common share - basic
Net income per common share - diluted
Dividends per common share
$
$
4.32
4.30
4.36
4.34
2.52
$
3.35
3.33
3.61
3.59
2.52 (1)
$
1.23
1.22
4.18
4.15
2.92
(0.75) $
(0.75)
2.10
2.09
2.92
1.37
1.37
2.95
2.94
3.76 (2)
Balance Sheet Data:
Total assets
Real estate, at cost
Accumulated depreciation and amortization
Debt, net
Total equity
$ 20,814,847 $ 21,143,293
18,090,137
18,339,958
(3,418,267)
(3,513,574)
11,091,010
10,611,685
7,476,078
7,618,496
$ 21,157,980
16,822,358
(3,161,633)
9,530,337
7,489,382
$ 20,018,210 $ 21,978,802
15,287,078
(2,524,718)
9,714,819
7,904,144
15,392,968
(2,829,862)
8,708,414
7,594,744
(1) Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.
Includes a special long-term capital gain dividend of $1.00 per share.
(2)
36
ITEM 6. SELECTED FINANCIAL DATA - CONTINUED
Vornado Realty Trust
(Amounts in thousands)
Other Data:
Funds From Operations ("FFO")(1):
Net income attributable to common shareholders
FFO adjustments:
Depreciation and amortization of real property
Net gains on sale of real estate
Real estate impairment losses
Proportionate share of adjustments to equity in net income
(loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property
Net gains on sale of real estate
Real estate impairment losses
Income tax effect of above adjustments
Noncontrolling interests' share of above adjustments
FFO adjustments, net
$
2016
Year Ended December 31,
2014
2013
2015
2012
$
823,606 $
679,856 $
783,388 $
392,034 $
549,271
$
531,620 $
(177,023)
160,700
514,085 $
(289,117)
256
517,493 $
(507,192)
26,518
501,753 $
(411,593)
37,170
504,407
(245,799)
129,964
154,795
(2,853)
6,328
-
673,567
(41,267)
632,300 $
143,960
(4,513)
16,758
-
381,429
(22,342)
359,087 $
117,766
(11,580)
-
(7,287)
135,718
(8,073)
127,645 $
157,270
(465)
6,552
(26,703)
263,984
(15,089)
248,895 $
154,680
(241,602)
11,673
(27,493)
285,830
(16,649)
269,181
FFO attributable to common shareholders
Convertible preferred share dividends
Earnings allocated to Out-Performance Plan units
FFO attributable to common shareholders plus assumed
conversions(1)
$ 1,455,906 $ 1,038,943 $
911,033 $
86
1,591
92
-
97
-
640,929 $
108
-
818,452
113
-
$ 1,457,583 $ 1,039,035 $
911,130 $
641,037 $
818,565
(1) 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
depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and
other specified non-cash 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. 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.
37
ITEM 6. SELECTED FINANCIAL DATA
Vornado Realty L.P.
(Amounts in thousands, except per unit amounts)
Operating Data:
Revenues:
Property rentals
Tenant expense reimbursements
Cleveland Medical Mart development project
Fee and other income
Total revenues
Expenses:
Operating
Depreciation and amortization
General and administrative
Cleveland Medical Mart development project
Skyline properties impairment loss
Acquisition and transaction related costs
Total expenses
Operating income
(Loss) income from real estate fund investments
Income (loss) from partially owned entities
Interest and other investment income (loss), net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax (expense) benefit
Income (loss) from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests in
consolidated subsidiaries
Net income attributable to Vornado Realty L.P.
Preferred unit distributions
Preferred unit redemptions
Net income attributable to Class A unitholders
Per Unit Data:
2016
Year Ended December 31,
2014
2015
2013
2012
$ 2,103,728 $ 2,076,586
260,976
-
164,705
2,502,267
260,667
-
141,807
2,506,202
$ 1,911,487
245,819
-
155,206
2,312,512
$ 1,880,405 $ 1,771,264
207,149
235,234
119,077
2,332,724
226,831
36,369
155,571
2,299,176
1,024,336
565,059
179,279
-
160,700
26,037
1,955,411
550,791
(23,602)
165,389
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
960,571
(76,097)
(7,408)
$
877,066 $
1,011,249
542,952
175,307
-
-
12,511
1,742,019
760,248
74,081
(12,630)
26,978
(378,025)
-
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
803,665
(80,736)
-
722,929
953,611
481,303
169,270
-
-
18,435
1,622,619
689,893
163,034
(59,861)
38,752
(412,755)
-
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
912,465
(81,514)
-
830,951
$
928,565
461,627
177,366
32,210
-
24,857
1,624,625
674,551
102,898
(340,882)
(24,887)
(425,782)
-
2,030
(12,072)
8,717
(3,355)
568,095
564,740
(63,952)
500,788
(83,965)
(1,130)
$
415,693 $
891,637
435,545
167,194
226,619
-
17,386
1,738,381
594,343
63,936
421,668
(261,200)
(431,235)
-
4,856
392,368
(8,132)
384,236
310,305
694,541
(32,018)
662,523
(86,873)
8,948
584,598
Income (loss) from continuing operations, net - basic
Income (loss) from continuing operations, net - diluted
Net income per Class A unit - basic
Net income per Class A unit - diluted
Distributions per Class A unit
$
$
4.32
4.29
4.36
4.32
2.52
$
3.35
3.31
3.61
3.57
2.52 (1)
$
1.22
1.21
4.17
4.14
2.92
(0.79) $
(0.78)
2.09
2.08
2.92
1.37
1.37
2.95
2.93
3.76 (2)
Balance Sheet Data:
Total assets
Real estate, at cost
Accumulated depreciation and amortization
Debt, net
Total equity
$ 20,814,847 $ 21,143,293
18,090,137
18,339,958
(3,418,267)
(3,513,574)
11,091,010
10,611,685
7,476,078
7,618,496
$ 21,157,980
16,822,358
(3,161,633)
9,530,337
7,489,382
$ 20,018,210 $ 21,978,802
15,287,078
(2,524,718)
9,714,819
7,904,144
15,392,968
(2,829,862)
8,708,414
7,594,744
(1) Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.
Includes a special long-term capital gain distribution of $1.00 per unit.
(2)
38
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Overview - Leasing activity
Critical Accounting Policies
Net Income and EBITDA by Segment for the Years Ended
December 31, 2016, 2015 and 2014
Results of Operations:
Year Ended December 31, 2016 Compared to December 31, 2015
Year Ended December 31, 2015 Compared to December 31, 2014
Supplemental Information:
Net Income and EBITDA by Segment for the Three Months Ended
December 31, 2016 and 2015
Three Months Ended December 31, 2016 Compared to December 31, 2015
Three Months Ended December 31, 2016 Compared to September 30, 2016
Related Party Transactions
Liquidity and Capital Resources
Financing Activities and Contractual Obligations
Certain Future Cash Requirements
Cash Flows for the Year Ended December 31, 2016
Cash Flows for the Year Ended December 31, 2015
Cash Flows for the Year Ended December 31, 2014
Funds From Operations for the Three Months and Years Ended
December 31, 2016 and 2015
Page Number
40
47
51
54
58
65
72
76
78
80
81
82
84
87
89
91
93
39
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., a Delaware limited partnership (the “Operating
Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is 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 93.7% of the common limited partnership interest in the Operating Partnership
as of December 31, 2016. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating
Partnership and those entities/subsidiaries consolidated by Vornado.
On October 31, 2016, Vornado’s Board of Trustees approved the tax-free spin-off of our Washington, DC segment and we
entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a
Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado,
will be Chairman of the Board of Trustees of the new company, which will be named JBG SMITH Properties. Mitchell Schear,
President of our Washington, DC business, will be a member of the Board of Trustees of the new company. The pro rata distribution
to Vornado common shareholders and Class A Operating Partnership unitholders is intended to be treated as a tax-free spin-off for
U.S. federal income tax purposes. It is expected to be made on a pro rata 1:2 basis. The initial Form 10 registration statement relating
to the spin-off and merger was filed with the SEC on January 23, 2017 and the distribution and combination are expected to be
completed in the second quarter of 2017. The distribution and combination are subject to certain conditions, including the SEC
declaring the Form 10 registration statement effective, filing and approval of the new company’s listing application, receipt of
regulatory approvals and third party consents by each of the Company and JBG, and formal declaration of the distribution by
Vornado’s Board of Trustees. The distribution and combination are not subject to a vote by Vornado’s shareholders or Operating
Partnership unitholders. Vornado’s Board of Trustees has approved the transaction. JBG has obtained all requisite approvals from its
investment funds for this transaction. There can be no assurance that this transaction will be completed.
We own and operate office and retail properties with large concentrations in the New York City metropolitan area and in the
Washington, DC/Northern Virginia area. In addition, we have a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX),
which owns seven properties in the greater New York metropolitan area, a 32.5% interest in Toys “R” Us, Inc. (“Toys”) as well as
interests in other real estate and related 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, 2016:
Three-month
One-year
Three-year
Five-year
Ten-year
Vornado
3.9%
7.3%
40.6%
76.0%
36.9%
Total Return(1)
Office REIT
0.6%
13.2%
42.8%
72.1%
31.0%
MSCI
(3.0%)
8.6%
45.2%
75.2%
62.3%
(1) Past performance is not necessarily indicative of future performance.
40
Overview – continued
We intend to achieve this objective by continuing to pursue our investment philosophy and 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;
investing in retail properties in select under-stored locations such as the New York City metropolitan area;
developing and redeveloping our existing 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, 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.
We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower
returns on their investments. Principal factors of competition are rents charged, sales prices, 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.
Vornado Realty Trust
Year Ended December 31, 2016 Financial Results Summary
Net income attributable to common shareholders for the year ended December 31, 2016 was $823,606,000, or $4.34 per diluted
share, compared to $679,856,000, or $3.59 per diluted share, for the year ended December 31, 2015. The years ended December 31,
2016 and 2015 include certain items that impact net income attributable to common shareholders, which are listed in the table on the
following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income
attributable to common shareholders by $569,725,000 and $369,455,000, or $3.00 and $1.95 per diluted share, for the years ended
December 31, 2016 and 2015, respectively.
Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the year ended December 31,
2016 was $1,457,583,000, or $7.66 per diluted share, compared to $1,039,035,000, or $5.48 per diluted share, for the year ended
December 31, 2015. The years ended December 31, 2016 and 2015 include certain items that impact FFO, which are listed in the
table on page 43. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by
$570,780,000 and $138,158,000, or $3.00 and $0.73 per diluted share, for the years ended December 31, 2016 and 2015, respectively.
Net income as adjusted and FFO as adjusted for the year ended December 31, 2016 include $41,373,000, or $0.20 per diluted
share, for our 33.0% share of a non-cash unrealized loss and related reduction in our carried interest accrual, resulting from the fourth
quarter mark-to-market fair value adjustment of our real estate funds’ investment in the Crowne Plaza Times Square Hotel.
41
Overview – continued
Vornado Realty Trust – continued
Quarter Ended December 31, 2016 Financial Results Summary
Net income attributable to common shareholders for the quarter ended December 31, 2016 was $651,181,000, or $3.43 per diluted
share, compared to $230,742,000, or $1.22 per diluted share, for the prior year’s quarter. The quarters ended December 31, 2016 and
2015 include certain items that impact net income attributable to common shareholders, which are listed in the table below. The
aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common
shareholders by $594,473,000 and $144,301,000, or $3.13 and $0.76 per diluted share, for the quarters ended December 31, 2016 and
2015, respectively.
FFO for the quarter ended December 31, 2016 was $797,734,000, or $4.20 per diluted share, compared to $259,528,000, or $1.37
per diluted share, for the prior year’s quarter. The quarters ended December 31, 2016 and 2015 include certain items that impact FFO,
which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling
interests, increased FFO by $582,996,000 and $21,469,000, or $3.07 and $0.11 per diluted share, for the quarters ended December 31,
2016 and 2015, respectively.
Net income as adjusted and FFO as adjusted for the quarter ended December 31, 2016 include $41,373,000, or $0.20 per diluted
share, for our 33.0% share of a non-cash unrealized loss and related reduction in our carried interest accrual, resulting from the fourth
quarter mark-to-market fair value adjustment of our real estate funds’ investment in the Crowne Plaza Times Square Hotel.
For the Year Ended
December 31,
For the Three Months Ended
December 31,
2016
2015
2016
2015
$
487,877 $
- $
487,877 $
-
160,843
(160,700)
159,511
(26,037)
15,302
(7,823)
(7,408)
1,730
714
-
-
-
-
255,964
(12,511)
-
-
-
32,419
6,724
90,030
33,153
160,843
-
-
(14,743)
15,302
(2,480)
-
(117)
-
-
-
(20,290)
2,854
183
606,756
(37,031)
569,725 $
(21,260)
4,513
3,004
392,036
(22,581)
369,455 $
(14,754)
13
208
632,149
(37,676)
594,473 $
-
-
142,693
(4,951)
-
-
-
13,943
4,231
-
-
(4,141)
-
1,671
153,446
(9,145)
144,301
(Amounts in thousands)
Certain items that impact net income attributable to common shareholders:
Net gain on extinguishment of Skyline properties debt
Income from the repayment of our investments in 85 Tenth Avenue
loans and preferred equity
Skyline properties impairment loss
Net gains on sale of real estate
Acquisition and transaction related costs
Net gain on sale of our 20% interest in Fairfax Square
Default interest on Skyline properties mortgage loan
Preferred share issuance costs (Series J redemption)
Net income (loss) from discontinued operations and sold properties
Net gains on sale of residential condominiums
Reversal of allowance for deferred tax assets (re: taxable REIT
subsidiary's ability to utilize NOLs)
Net gain on sale of our interest in Monmouth Mall
Our share of partially owned entities:
Real estate impairment losses
Net gains on sale of real estate
Other
Noncontrolling interests' share of above adjustments
Certain items that impact net income attributable to common shareholders, net $
42
Overview – continued
Vornado Realty Trust – continued
(Amounts in thousands)
Certain items that impact FFO:
Net gain on extinguishment of Skyline properties debt
Income from the repayment of our investments in 85 Tenth Avenue
loans and preferred equity
Acquisition and transaction related costs
FFO from discontinued operations and sold properties
Default interest on Skyline properties mortgage loan
Preferred share issuance costs (Series J redemption)
Net gains on sale of residential condominiums
Reversal of allowance for deferred tax assets (re: taxable REIT
subsidiary's ability to utilize NOLs)
Our share of partially owned entities:
Real estate impairment losses
Other
Noncontrolling interests' share of above adjustments
Certain items that impact FFO, net
Vornado Realty L.P.
Year Ended December 31, 2016 Financial Results Summary
For the Year Ended
December 31,
For the Three Months Ended
December 31,
2016
2015
2016
2015
$
487,877 $
- $
487,877 $
-
160,843
(26,037)
11,923
(7,823)
(7,408)
714
-
(12,511)
64,263
-
-
6,724
160,843
(14,743)
2,202
(2,480)
-
-
-
(4,951)
22,137
-
-
4,231
-
90,030
-
-
(13,962)
183
606,310
(35,530)
570,780 $
(4,502)
3,004
147,008
(8,850)
138,158 $
(13,962)
208
619,945
(36,949)
582,996 $
-
1,671
23,088
(1,619)
21,469
$
Net income attributable to Class A unitholders for the year ended December 31, 2016 was $877,066,000, or $4.32 per diluted
Class A unit, compared to $722,929,000, or $3.57 per diluted Class A unit, for the year ended December 31, 2015. The year ended
December 31, 2016 and 2015 include certain items that impact net income attributable to Class A unitholders which are listed in the
table on the following page. The aggregate of these items increased net income attributable to Class A unitholders by $606,756,000,
or $3.00 per diluted Class A unit, and $392,036,000, or $1.95 per diluted Class A unit, for the years ended December 31, 2016 and
2015, respectively.
Net income as adjusted for the year ended December 31, 2016 includes $41,373,000, or $0.20 per diluted Class A unit, for our
33.0% share of a non-cash unrealized loss and related reduction in our carried interest accrual, resulting from the fourth quarter mark-
to-market fair value adjustment of our real estate funds’ investment in the Crowne Plaza Times Square Hotel.
Quarter Ended December 31, 2016 Financial Results Summary
Net income attributable to Class A unitholders for the quarter ended December 31, 2016 was $693,377,000, or $3.43 per diluted
Class A unit, compared to $245,735,000, or $1.21 per diluted Class A unit, for the prior year’s quarter. The quarters ended December
31, 2016 and 2015 include certain items that impact net income attributable to Class A unitholders, which are listed in the table on the
following page. The aggregate of these items increased net income attributable to Class A unitholders by $632,149,000, or $3.13 per
diluted Class A unit, and $153,446,000, or $0.76 per diluted Class A unit, for the quarters ended December 31, 2016 and 2015,
respectively.
Net income, as adjusted for the quarter ended December 31, 2016 includes $41,373,000, or $0.20 per diluted Class A unit, for our
33.0% share of a non-cash unrealized loss and related reduction in our carried interest accrual, resulting from the fourth quarter mark-
to-market fair value adjustment of our real estate funds’ investment in the Crowne Plaza Times Square Hotel.
43
Overview – continued
Vornado Realty L.P. – continued
(Amounts in thousands)
Certain items that impact net income attributable to Class A unitholders:
Net gain on extinguishment of Skyline properties debt
Income from the repayment of our investments in 85 Tenth Avenue
loans and preferred equity
Skyline properties impairment loss
Net gains on sale of real estate
Acquisition and transaction related costs
Net gain on sale of our 20% interest in Fairfax Square
Default interest on Skyline properties mortgage loan
Preferred unit issuance costs (Series J redemption)
Net income (loss) from discontinued operations and sold properties
Net gains on sale of residential condominiums
Reversal of allowance for deferred tax assets (re: taxable REIT
subsidiary's ability to utilize NOLs)
Net gain on sale of our interest in Monmouth Mall
Our share of partially owned entities:
Real estate impairment losses
Net gains on sale of real estate
Other
Certain items that impact net income attributable to Class A unitholders
$
Vornado Realty Trust and Vornado Realty L.P.
Same Store EBITDA and Cash Basis Same Store EBITDA
For the Year Ended
December 31,
For the Three Months Ended
December 31,
2016
2015
2016
2015
$
487,877 $
- $
487,877 $
-
160,843
(160,700)
159,511
(26,037)
15,302
(7,823)
(7,408)
1,730
714
-
-
-
-
255,964
(12,511)
-
-
-
32,419
6,724
90,030
33,153
160,843
-
-
(14,743)
15,302
(2,480)
-
(117)
-
-
-
-
-
142,693
(4,951)
-
-
-
13,943
4,231
-
-
(20,290)
2,854
183
606,756 $
(21,260)
4,513
3,004
392,036 $
(14,754)
13
208
632,149 $
(4,141)
-
1,671
153,446
The percentage increase (decrease) in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
and cash basis same store EBITDA of our operating segments are summarized below.
Same store EBITDA % increase (decrease):
Year ended December 31, 2016 vs. December 31, 2015
Year ended December 31, 2015 vs. December 31, 2014
Three months ended December 31, 2016 vs. December 31, 2015
Three months ended December 31, 2016 vs. September 30, 2016
Cash basis same store EBITDA % increase (decrease):
Year ended December 31, 2016 vs. December 31, 2015
Year ended December 31, 2015 vs. December 31, 2014
Three months ended December 31, 2016 vs. December 31, 2015
Three months ended December 31, 2016 vs. September 30, 2016
New York
Washington, DC
6.3 % (1)
1.5 % (2)
7.8 % (3)
4.1 % (4)
8.6 % (1)
0.3 % (2)
17.6 % (3)
8.2 % (4)
2.8 %
(0.1 %)
2.3 %
(3.7 %)
3.8 %
(4.5 %)
4.4 %
(2.3 %)
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 7.7% and by 10.3% on a cash basis.
(2) Excluding Hotel Pennsylvania, same store EBITDA increased by 2.4% and by 1.3% on a cash basis.
(3) Excluding Hotel Pennsylvania, same store EBITDA increased by 9.2% and by 19.8% on a cash basis.
(4) Excluding Hotel Pennsylvania, same store EBITDA increased by 3.6% and by 7.6% on a cash basis.
Calculations of same store EBITDA, reconciliations of our net income to EBITDA 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 the Financial
Condition and Results of Operations.
44
Overview – continued
Washington, DC Segment
Excluding the Skyline Properties which were disposed of on December 21, 2016, our Washington, DC segment EBITDA as
adjusted was $290,500,000 for the year ended December 31, 2016, which is flat to 2015 as a result of an increase in EBITDA from the
core business of $3,100,000, offset by a decline in EBITDA from properties taken out-of-service of $3,100,000. These results are
slightly ahead of the guidance we published for 2016.
We expect to complete the spin-off of our Washington, DC segment in the second quarter of 2017. We expect that Washington,
DC’s EBITDA as adjusted during the first half of 2017 will be lower than the first half of 2016 by approximately $1,000,000 to
$5,000,000, comprised of:
(i)
(ii)
core business approximately $2,000,000 to $6,000,000 higher than 2016, offset by,
reduction in EBITDA of approximately $6,000,000 to $8,000,000 from 1700 M Street, 1800 South Bell and 1750
Crystal Drive being taken out-of-service for redevelopment.
Investments
On March 17, 2016, we entered into a joint venture, in which we own a 33.3% interest, which owns a $150,000,000 mezzanine
loan with an interest rate of LIBOR plus 8.88% and an initial maturity date in November 2016, with two three-month extension
options. On November 9, 2016, the mezzanine loan was extended to May 2017 with an interest rate of LIBOR plus 9.42% (10.08% at
December 31, 2016) during the extension period. As of December 31, 2016, the joint venture has fully funded its commitments. The
joint venture’s investment is subordinate to $350,000,000 of third party debt. We account for our investment in the joint venture
under the equity method.
On May 20, 2016, we contributed $19,650,000 for a 50.0% equity interest in a joint venture that will develop 606 Broadway, a
34,000 square foot office and retail building, located on Houston Street in Manhattan. The development cost of this project is
estimated to be approximately $104,000,000. At closing, the joint venture obtained a $65,000,000 construction loan, of which
approximately $25,800,000 was outstanding at December 31, 2016. The loan, which bears interest at LIBOR plus 3.00% (3.66% at
December 31, 2016), matures in May 2019 with two one-year extension options. Because this joint venture is a VIE and we
determined we are the primary beneficiary, we consolidate the accounts of this joint venture from the date of our investment.
Dispositions
On May 27, 2016, we sold a 47% ownership interest in 7 West 34th Street, a 479,000 square foot Manhattan office building
leased to Amazon, and retained the remaining 53% interest. This transaction was based on a property value of approximately
$561,000,000 or $1,176 per square foot. We received net proceeds of $127,382,000 from the sale and realized a net gain of
$203,324,000, of which $159,511,000 was recognized in the second quarter of 2016 and is included in “net gain on disposition of
wholly owned and partially owned assets” in our consolidated statements of income. The remaining net gain of $43,813,000 has been
deferred until our guarantee of payment of loan principal and interest is removed or the loan is repaid. We realized a net tax gain of
$90,017,000. We continue to manage and lease the property. We share control over major decisions with our joint venture partner.
Accordingly, this property is accounted for under the equity method from the date of sale.
On December 19, 2016, we completed the sale of our 20% interest in Fairfax Square to our joint venture partner for $15,500,000,
which resulted in a net gain of approximately $15,302,000.
On August 24, 2016, the Skyline properties, located in Fairfax, Virginia, were placed in receivership. On December 21, 2016, the
final disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets
(approximately $236,535,000) and liabilities (approximately $724,412,000), were removed from our consolidated balance sheet which
resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.
45
Overview – continued
Financings
Unsecured Revolving Credit Facility
On November 7, 2016, we extended one of our two $1.25 billion unsecured revolving credit facilities from June 2017 to February
2021 with two six-month extension options. The interest rate on the extended facility was lowered from LIBOR plus 115 basis points
to LIBOR plus 100 basis points. The facility fee remains unchanged at 20 basis points.
Secured Debt
On February 8, 2016, we completed a $700,000,000 refinancing of 770 Broadway, a 1,158,000 square foot Manhattan office
building. The five-year loan is interest only at LIBOR plus 1.75% (2.40% at December 31, 2016), which was swapped for four and a
half years to a fixed rate of 2.56%. The Company realized net proceeds of approximately $330,000,000. The property was previously
encumbered by a 5.65%, $353,000,000 mortgage which was scheduled to mature in March 2016.
On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street. The ten-year loan is interest only at a
fixed rate of 3.65% and matures in June 2026.
On September 6, 2016, we completed a $675,000,000 refinancing of theMART, a 3,652,000 square foot commercial building in
Chicago. The five-year loan is interest only and has a fixed rate of 2.70%. The Company realized net proceeds of approximately
$124,000,000. The property was previously encumbered by a 5.57%, $550,000,000 mortgage which was scheduled to mature in
December 2016.
On December 2, 2016, we completed a $400,000,000 refinancing of 350 Park Avenue, a 571,000 square foot Manhattan office
building. The ten-year loan is interest only and has a fixed rate of 3.92%. The Company realized net proceeds of approximately
$111,000,000. The property was previously encumbered by a 3.75%, $284,000,000 mortgage which was scheduled to mature in
January 2017.
Preferred Securities
On September 1, 2016, we redeemed all of the outstanding 6.875% Series J cumulative redeemable preferred shares/units at their
redemption price of $25.00 per share/unit, or $246,250,000 in the aggregate, plus accrued and unpaid dividends/distributions through
the date of redemption. In connection therewith, we expensed $7,408,000 of issuance costs, which reduced net income attributable to
common shareholders and net income attributable to Class A unitholders in the twelve months ended December 31, 2016. These costs
had been initially recorded as a reduction of shareholders’ equity and partners’ capital.
46
Overview - continued
Leasing Activity
The leasing activity and related statistics in the tables 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.
(Square feet in thousands)
New York Office
Manhattan
Long Island City
(Center Building)
New York
Retail
Washington, DC
Office
Quarter Ended December 31, 2016:
Total square feet leased
Our share of square feet leased
Initial rent(1)
Weighted average lease term (years)
Second generation relet space:
Square feet
GAAP basis:
Straight-line rent(2)
Prior straight-line rent
Percentage increase
Percentage increase inclusive of 3 square
foot Dyson lease at 640 Fifth(3)
Cash basis:
Initial rent(1)
Prior escalated rent
Percentage increase (decrease)
Percentage increase inclusive of 3 square
foot Dyson lease at 640 Fifth(3)
Tenant improvements and leasing commissions:
Per square foot
Per square foot per annum:
Percentage of initial rent
(Square feet in thousands)
Year Ended December 31, 2016:
Total square feet leased
Our share of square feet leased
Initial rent(1)
Weighted average lease term (years)
Second generation relet space:
Square feet
GAAP basis:
Straight-line rent(2)
Prior straight-line rent
Percentage increase (decrease)
Percentage increase inclusive of 3 square
foot Dyson lease at 640 Fifth(3)
Cash basis:
Initial rent(1)
Prior escalated rent
Percentage increase (decrease)
Percentage increase inclusive of 3 square
foot Dyson lease at 640 Fifth(3)
Tenant improvements and leasing commissions:
Per square foot
Per square foot per annum:
Percentage of initial rent
See notes on the following page.
$
$
$
$
$
$
$
$
$
$
$
$
$
$
609
432
78.29
7.8
358
77.10
71.95
7.2%
77.16
72.41
6.6%
73.69
9.45
12.1%
$
$
$
$
$
$
$
17
17
35.41
9.8
-
-
-
-
-
-
-
75.81
7.74
21.8%
$
$
$
$
$
$
$
10
10
906.91
9.8
7
178.19
164.21
8.5%
515.6%
160.47
170.45
(5.9%)
396.4%
813.04
82.96
9.1%
$
$
$
$
$
$
$
329
311
41.59
4.6
272
40.43
39.11
3.4%
41.91
41.12
1.9%
23.20
5.04
12.1%
New York Office
Manhattan
Long Island City
(Center Building)
New York
Retail
Washington, DC
Office
302
302
39.84
6.0
285
38.68
28.69
34.8%
40.10
30.53
31.4%
21.66
3.61
9.1%
$
$
$
$
$
$
$
111
90
285.17
9.1
69
204.95
166.14
23.4%
94.9%
194.35
173.70
11.9%
70.1%
184.74
20.30
7.1%
$
$
$
$
$
$
$
1,427
1,350
40.41
4.2
1,072
38.56
39.53
(2.5%)
41.08
42.47
(3.3%)
19.62
4.67
11.6%
$
$
$
$
$
$
$
1,939
1,541
78.97
9.3
1,382
78.30
66.15
18.4%
78.37
68.03
15.2%
72.81
7.83
9.9%
47
Overview - continued
Leasing Activity - continued
(Square feet in thousands)
Year Ended December 31, 2015:
Total square feet leased
Our share of square feet leased:
Initial rent(1)
Weighted average lease term (years)
Second generation relet space:
Square feet
GAAP basis:
Straight-line rent(2)
Prior straight-line rent
Percentage increase (decrease)
Cash basis:
Initial rent(1)
Prior escalated rent
Percentage increase (decrease)
Tenant improvements and leasing commissions:
Per square foot
Per square foot per annum:
Percentage of initial rent
New York
Washington, DC
Office
Retail
Office
$
$
$
$
$
$
$
2,276
1,838
78.55
9.2
1,297
77.03
62.73
22.8%
78.89
66.21
19.1%
69.36
7.54
9.6%
$
$
$
$
$
$
$
91
82
917.59
13.7
74
1,056.66
529.31
99.6%
907.49
364.56
148.9%
688.42
50.25
5.5%
$
$
$
$
$
$
$
1,987
1,847
40.20
8.6
1,322
39.57 (4)
43.08 (4)
(8.2%) (4)
40.12 (4)
43.99 (4)
(8.8%) (4)
55.14
6.41
15.9%
(1) Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free
rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis
straight-line rent per square foot.
(2) Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the
effect of free rent and periodic step-ups in rent.
(3) The Dyson lease was signed after this space had been vacant for greater than nine months and therefore, by company policy, does not qualify as
"second generation" relet space.
(4) Excluding 371 square feet of leasing activity with the U.S. Marshals Service (of which 293 square feet is second generation relet space), the
initial rent and prior escalated rent on a GAAP basis was $42.30 and $43.89 per square foot, respectively (3.6% decrease), and the initial rent
and prior escalated rent on a cash basis was $42.43 and $43.96 per square foot, respectively (3.5% decrease).
48
Overview - continued
Square footage (in service) and Occupancy as of December 31, 2016:
(Square feet in thousands)
New York:
Office
Retail
Residential - 1,692 units
Alexander's, including 312 residential units
Hotel Pennsylvania
Washington, DC:
Office
Residential - 3,156 units
Other
Other:
theMART
555 California Street
Other
Number of
properties
Square Feet (in service)
Our
Share
Total
Portfolio
Occupancy %
36
70
11
7
1
44
9
5
3
3
4
20,227
2,672
1,559
2,437
1,400
28,295
11,141
3,245
330
14,716
3,671
1,738
1,811
7,220
16,962
2,464
826
790
1,400
22,442
10,123
3,103
330
13,556
3,662
1,217
850
5,729
96.3%
97.1%
95.7%
99.8%
96.5%
88.3%
97.8%
100.0%
90.5%
98.9%
92.4%
99.8%
Total square feet at December 31, 2016
50,231
41,727
49
Overview - continued
Square footage (in service) and Occupancy as of December 31, 2015:
(Square feet in thousands)
New York:
Office
Retail
Residential - 1,711 units
Alexander's, including 296 residential units
Hotel Pennsylvania
Washington, DC:
Office
Residential - 2,630 units
Other
Other:
theMART
555 California Street
Other
Number of
properties
Square Feet (in service)
Our
Total
Share
Portfolio
Occupancy %
35
65
11
7
1
44
9
5
3
3
4
21,288
2,641
1,561
2,419
1,400
29,309
11,592
2,808
386
14,786
3,658
1,736
1,749
7,143
17,412
2,408
827
784
1,400
22,831
10,597
2,666
386
13,649
3,649
1,215
837
5,701
96.3%
96.2%
95.0%
99.7%
96.4%
90.1%
96.4%
100.0%
91.6%
98.5%
93.3%
99.8%
Total square feet at December 31, 2015
51,238
42,181
50
Critical Accounting Policies
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. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that we believe are
critical to the preparation of our consolidated financial statements. The summary should be read in conjunction with the more
complete discussion of our accounting policies included in Note 2 – Basis of Presentation and Significant Accounting Policies to our
consolidated financial statements in this Annual Report on Form 10-K.
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 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 redeveloped property, the excess is charged
to expense. Depreciation is recognized on a straight-line basis over estimated useful lives 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.
Upon the acquisition of real estate that meets the criteria of a business under ASU 2017-01, 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. 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 record acquired intangible assets (including acquired above-market leases, acquired in-
place leases and tenant relationships) and acquired intangible liabilities (including below–market leases) at their estimated fair value
separate and apart from goodwill. 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.
As of December 31, 2016 and 2015, the carrying amounts of real estate, net of accumulated depreciation, were $14.8 billion and
$14.7 billion, respectively. As of December 31, 2016 and 2015, the carrying amounts of identified intangible assets (including
acquired above-market leases, tenant relationships and acquired in-place leases) were $192,731,000 and $227,901,000, respectively,
and the carrying amounts of identified intangible liabilities, a component of “deferred revenue” on our consolidated balance sheets,
were $263,786,000 and $318,148,000, respectively.
Our properties, including any related 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 our
current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the
projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be
different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is
subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ
materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
51
Critical 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 factors such as
ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive
participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the
primary beneficiary. 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 entity is not considered a VIE
and the approval of all of the partners/members is contractually required with respect to major decisions, such as operating and capital
budgets, the sale, exchange or other disposition of real property, the hiring of a chief executive officer, the commencement,
compromise or settlement of any lawsuit, legal proceeding or arbitration or the placement of new or additional financing secured by
assets of the venture. 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. Investments that do not
qualify for consolidation or equity method accounting are accounted for on the cost method.
Investments in 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 measured based on the excess of the carrying amount of an
investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available
information at the time the analyses are prepared. The ultimate realization of our investments in partially owned entities is dependent
on a number of factors, including the performance of each investment and market conditions. If our estimates of the projected future
cash flows, the nature of development activities for properties for which such activities are planned and the estimated fair value of the
investment change based on market conditions or otherwise, our evaluation of impairment losses may be different and such
differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is
based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from
actual results.
As of December 31, 2016 and 2015, the carrying amounts of investments in partially owned entities were $1.4 billion and $1.6
billion, respectively.
Allowance for Doubtful Accounts
We periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts
($10,920,000 and $11,908,000 as of December 31, 2016 and 2015, respectively) for estimated losses resulting from the inability of
tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the
straight-lining of rents ($2,227,000 and $2,751,000 as of December 31, 2016 and 2015, respectively). This receivable arises from
earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing
these allowances and considers payment history and current credit status in developing these estimates. These estimates may differ
from actual results, which could be material to our consolidated financial statements.
52
Critical Accounting Policies – continued
Revenue Recognition
We have the following revenue sources and revenue recognition policies:
• Base Rent — income arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases
on a straight-line basis which includes the effects of rent steps and rent abatements under the leases. We commence rental
revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its
intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are
owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the
lease.
• Percentage Rent — income arising from retail tenant leases that is contingent upon tenant sales exceeding defined thresholds.
These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been
achieved).
• Hotel Revenue — income arising from the operation of the Hotel Pennsylvania which consists of rooms revenue, food and
beverage revenue, and banquet revenue. Income is recognized when rooms are occupied. Food and beverage and banquet
revenue are recognized when the services have been rendered.
• Trade Shows Revenue — income arising from the operation of trade shows, including rentals of booths. This revenue is
recognized when the trade shows have occurred.
• Expense Reimbursements — revenue arising from tenant leases which provide for the recovery of all or a portion of the
operating expenses and real estate taxes of the respective property. This revenue is recognized in the same periods as the
expenses are incurred.
• Management, Leasing and Other Fees — income arising from contractual agreements with third parties or with partially
owned entities. This revenue is recognized as the related services are performed under the respective agreements.
Before we recognize revenue, we assess, among other things, its collectability. If our assessment of the collectability of revenue
changes, the impact on our consolidated financial statements could be material.
Income Taxes
Vornado operates in a manner intended to enable it to continue to qualify as a Real Estate Investment Trust (“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 taxable
income and therefore, no provision for Federal income taxes is required. If Vornado fails to distribute the required amount of income
to its shareholders, or fails to meet other REIT requirements, it may fail to qualify as a REIT which may result in substantial adverse
tax consequences.
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.
53
Net Income and EBITDA by Segment for the Years Ended December 31, 2016, 2015 and 2014
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the years ended December
For the Year Ended December 31, 2016
Total
New York
31, 2016 and 2015.
(Amounts in thousands)
Total revenues
Total expenses
Operating income (loss)
Income (loss) from partially owned entities
Loss from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially
owned assets
Income before income taxes
Income tax expense
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax expense(2)
EBITDA(1)
(Amounts in thousands)
Total revenues
Total expenses
Operating income (loss)
(Loss) income from partially owned entities
Income from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax benefit (expense)
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax (benefit) expense(2)
EBITDA(1)
____________________________
See notes on pages 56 and 57.
$
$
$
$
1,713,374
1,093,587
619,787
(2,379)
-
5,093
(216,685)
-
$
Washington, DC
518,117
528,863
(10,746)
(7,227)
-
(2)
(72,434)
487,877
159,511
565,327
(5,508)
559,819
-
559,819
15,302
412,770
(1,083)
411,687
-
411,687
$
Other
274,711
332,961
(58,250)
174,995
(23,602)
24,455
(113,555)
-
922
4,965
(1,721)
3,244
7,172
10,416
(13,558)
546,261
280,563
435,961
5,911
1,268,696 (3) $
-
411,687
81,723
158,720
2,979
655,109 (4) $
(7,793)
2,623
145,076
99,533
2,948
250,180 (5)
$
1,695,925
1,032,015
663,910
655
-
7,722
(194,278)
$
Washington, DC
532,812
390,921
141,891
(6,020)
-
(262)
(68,727)
142,693
620,702
(4,379)
616,323
-
616,323
(13,022)
603,301
248,724
394,028
4,766
1,250,819 (3) $
102,404
169,286
(317)
168,969
-
168,969
-
168,969
80,795
178,021
(1,610)
426,175 (4) $
Other
273,530
319,083
(45,553)
(7,265)
74,081
19,518
(115,020)
6,724
(67,515)
89,391
21,876
52,262
74,138
(42,743)
31,395
140,324
92,588
(88,535)
175,772 (5)
For the Year Ended December 31, 2015
Total
New York
2,506,202
1,955,411
550,791
165,389
(23,602)
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
960,571
507,362
694,214
11,838
2,173,985
$
$
2,502,267
1,742,019
760,248
(12,630)
74,081
26,978
(378,025)
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
803,665
469,843
664,637
(85,379)
1,852,766
$
$
54
Net Income and EBITDA by Segment for the Years Ended December 31, 2016, 2015 and 2014 - continued
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the year ended December 31,
2014.
(Amounts in thousands)
For the Year Ended December 31, 2014
Total
New York
1,520,845
946,466
574,379
20,701
-
6,711
(183,427)
$
Washington, DC
537,151
358,019
179,132
(4,767)
-
183
(75,395)
-
418,364
(4,305)
414,059
463,163
877,222
-
99,153
(242)
98,911
-
98,911
$
Other
254,516
318,134
(63,618)
(75,795)
163,034
31,858
(153,933)
13,568
(84,886)
(4,734)
(89,620)
122,513
32,893
(8,626)
868,596
241,959
324,239
4,395
1,439,189 (3) $
-
98,911
87,778
144,124
288
331,101 (4) $
(87,935)
(55,042)
324,661
217,610
19,565
506,794 (5)
Total revenues
Total expenses
Operating income (loss)
(Loss) income from partially owned entities
Income from real estate fund investments
Interest and other investment income, net
Interest and debt expense
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax expense
Income (loss) from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income (loss) attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax expense(2)
EBITDA(1)
____________________________
See notes on the following pages.
$
$
2,312,512
1,622,619
689,893
(59,861)
163,034
38,752
(412,755)
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
912,465
654,398
685,973
24,248
2,277,084
$
$
55
Net Income and EBITDA by Segment for the Years Ended December 31, 2016, 2015 and 2014 - continued
Notes to preceding tabular information:
(1) We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of the
Operating Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the
performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not
be comparable to similarly titled measures employed by other companies.
Our 7.5% interest in Fashion Centre Mall/Washington Tower will not be included in the spin-off of our Washington, DC segment
and have been reclassified to Other. The prior year's presentation has been conformed to the current year.
(2) Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income to
EBITDA includes our share of these items from partially owned entities.
(3) The elements of "New York" EBITDA are summarized below.
(Amounts in thousands)
Office
Retail
Residential
Alexander's
Hotel Pennsylvania
Total New York EBITDA
Certain items that impact EBITDA:
Net gains on sale of real estate
EBITDA from discontinued operations and sold properties
Other
Certain items that impact EBITDA
Total New York EBITDA, as adjusted
For the Year Ended December 31,
2015
2014
2016
805,708
381,739
25,060
46,182
10,007
1,268,696
(159,511)
(3,120)
-
(162,631)
1,106,065
$
$
804,272
358,379
22,266
42,858
23,044
1,250,819
(142,693)
(35,985)
(1,300)
(179,978)
1,070,841
$
$
1,063,355
281,428
21,907
41,746
30,753
1,439,189
(440,537)
(39,743)
(171)
(480,451)
958,738
$
$
(4) The elements of "Washington, DC" EBITDA are summarized below.
(Amounts in thousands)
Office, excluding the Skyline properties
Skyline properties
Total Office
Residential
Total Washington, DC EBITDA
Certain items that impact EBITDA:
Net gain on extinguishment of Skyline properties debt
Skyline properties impairment loss
EBITDA from discontinued operations and sold properties
Net gains on sale of real estate and a land parcel
Other
Certain items that impact EBITDA
Total Washington, DC EBITDA, as adjusted
For the Year Ended December 31,
2015
2016
2014
$
$
260,436
348,016
608,452
46,657
655,109
(487,877)
160,700
(22,131)
(15,302)
-
(364,610)
290,499
$
$
359,063
26,325
385,388
40,787
426,175
-
-
(33,605)
(102,404)
405
(135,604)
290,571
$
$
260,270
29,250
289,520
41,581
331,101
-
-
(38,876)
(1,800)
-
(40,676)
290,425
56
Net Income and EBITDA by Segment for the Years Ended December 31, 2016, 2015 and 2014 - continued
Notes to preceding tabular information:
(5) The elements of "Other" EBITDA are summarized below.
(Amounts in thousands)
Our share of real estate fund investments:
Income before net realized/unrealized (loss) gain
Net realized/unrealized (loss) gain
Carried interest
Total (loss) income from real estate fund investments
theMART (including trade shows)
555 California Street
India real estate ventures
Our share of Toys(a)
Other investments
Corporate general and administrative expenses(b)(c)
Investment income and other, net(b)
Income from the repayment of our investments in 85 Tenth Avenue loans
and preferred equity
Acquisition and transaction related costs
Our share of impairment losses on India real estate ventures
Discontinued operations(d)
Net gains on sale of real estate
Impairment loss and loan loss reserve on investment in Suffolk Downs
Total Other
For the Year Ended December 31,
2015
2016
2014
$
$
8,607
(16,270)
(13,379)
(21,042)
91,845
45,827
3,685
2,000
77,240
199,555
(100,594)
22,501
160,843
(26,062)
(13,962)
7,185
714
-
250,180
$
$
$
8,611
14,657
10,696
33,964
79,159
49,975
3,933
2,500
42,436
211,967
(106,416)
26,385
-
(12,511)
(14,806)
28,314
44,390
(1,551)
175,772
$
8,056
37,535
24,715
70,306
79,636
48,844
6,434
103,632
21,385
330,237
(94,929)
31,665
-
(16,392)
(5,771)
245,679
26,568
(10,263)
506,794
(a) As a result of our investment being reduced to zero, we suspended equity method accounting in 2014. The year ended December 31, 2014
includes an impairment loss of $75,196.
(b) The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $5,213,
$111, and $11,557 of income, respectively.
(c) The year ended December 31, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation
expense related to the modification of the 2012-2014 Out-Performance Plans.
(d) The years ended December 31, 2015 and 2014 include $22,684 and $14,956, respectively, of transaction costs related to the spin-off of our
strip shopping centers and malls.
EBITDA by Region
Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash
impairment losses, and operations of sold properties.
For the Year Ended December 31,
2015
2016
2014
Region:
New York City metropolitan area
Washington, DC/Northern Virginia area
Chicago, IL
San Francisco, CA
72%
19%
6%
3%
100%
72%
20%
5%
3%
100%
70%
21%
6%
3%
100%
57
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015
Revenues
Our revenues, which consist of property rentals (including hotel and trade show revenues), tenant expense reimbursements, and
fee and other income, were $2,506,202,000 in the year ended December 31, 2016, compared to $2,502,267,000 in the prior year, an
increase of $3,935,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)
Increase (decrease) due to:
Property rentals:
Acquisitions, dispositions and other
Development and redevelopment
Hotel Pennsylvania
Trade shows
Same store operations
Tenant expense reimbursements:
Acquisitions, dispositions and other
Development and redevelopment
Same store operations
Fee and other income:
BMS cleaning fees
Management and leasing fees
Lease termination fees
Other income
$
Total
New York
Washington, DC
Other
$
(48,446)
2,151
(12,837)
(852)
87,126
27,142
(5,074)
244
4,521
(309)
(3,193)
4,060
(16,717)
(7,048)
(22,898)
(33,841) (1) $
(150)
(12,837) (3)
-
77,676
30,848
(4,698)
(3)
10,170
5,469
(3,233)
1,105
(13,878) (4)
(2,862)
(18,868)
(14,605) (2) $
(195)
-
-
6,622
(8,178)
(377)
(796)
(1,960)
(3,133)
-
2,023
(3,118)
(2,289)
(3,384)
-
2,496
-
(852)
2,828
4,472
1
1,043
(3,689)
(2,645)
40
932
279
(1,897)
(646)
Total increase (decrease) in revenues
$
3,935
$
17,449
$
(14,695)
$
1,181
(1) Primarily due to (i) $20,515 from the write-off of New York office straight-line rents recorded in 2016, (ii) $18,014 from the disposition of 20
Broad Street and (iii) $14,238 of income in 2015 from the acceleration of amortization of acquired below-market lease liabilities at 697-703
Fifth Avenue (St. Regis - retail), partially offset by asset acquisitions.
(2) Primarily from the disposition of 1750 Pennsylvania Avenue and higher vacancies at the Skyline properties. On December 21, 2016, the
disposition of the Skyline properties was completed by the receiver.
(3) Average occupancy and revenue per available room were 84.7% and $113.84, respectively, for 2016 as compared to 90.7% and $133.69,
respectively, for 2015.
(4) Primarily from a lease termination fee received from a tenant at 20 Broad Street in the fourth quarter of 2015.
58
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
Expenses
Our expenses, which consist primarily of operating (including hotel and trade show expenses), depreciation and amortization and
general and administrative expenses, were $1,955,411,000 in the year ended December 31, 2016, compared to $1,742,019,000 in the
prior year, an increase of $213,392,000. Below are the details of the increase by segment:
(Amounts in thousands)
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other
Development and redevelopment
Non-reimbursable expenses, including
bad-debt reserves
Hotel Pennsylvania
Trade shows
BMS expenses
Same store operations
Depreciation and amortization:
Acquisitions, dispositions and other
Development and redevelopment
Same store operations
General and administrative:
Mark-to-market of deferred compensation
plan liability
Same store operations
Skyline properties impairment loss
Acquisition and transaction related costs
Total
New York
Washington, DC
Other
$
(3,098)
(701)
$
2,527
(99)
$
(5,625) (1) $
(2,090)
(1,975)
322
456
(3,019)
21,102
13,087
(4,077)
(22,207)
48,391
22,107
5,102
(1,130)
3,972
160,700
13,526
(2,296)
322
-
(3,152)
25,224
22,526
3,229
(296)
35,275
38,208
-
838
838
-
-
-
1,488
(230)
-
456
133
(3,963)
(2,116)
-
1,321
1,691
3,012
551
-
-
-
(159)
(7,323)
(7,306) (1)
(23,232) (2)
11,425
(19,113)
-
3,678
3,678
5,102 (3)
(5,646) (4)
(544)
160,700 (5)
-
-
13,526
Total increase in expenses
$
213,392
$
61,572
$
137,942
$
13,878
(1) Primarily from the disposition of 1750 Pennsylvania Avenue and higher vacancies at the Skyline properties. On December 21, 2016, the
disposition of the Skyline properties was completed by the receiver.
(2) Primarily due to the demolition of two adjacent office properties, 1726 M Street and 1150 17th Street.
(3) This increase in expense is entirely offset by a corresponding decrease in income from the mark-to-market of the deferred compensation plan
assets, a component of “interest and other investment income, net” on our consolidated statements of income.
(4) Results primarily from the acceleration of the recognition of compensation expense in 2015 of $4,542 related to 2012-2014 Out-Performance
Plans due to the modification of the vesting criteria of awards such that they fully vest at age 65.
(5) On March 15, 2016, we notified the servicer of the $678,000 non-recourse mortgage loan on the Skyline properties in Virginia that cash flow
will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash
shortfalls. Accordingly, at our request, the loan was transferred to the special servicer. Consequently, based on the shortened holding period
for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a
$160,700 non-cash impairment loss in the first quarter of 2016.
59
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
(Loss) Income from Real Estate Fund Investments
Below are the components of the (loss) income from our real estate fund investments for the years ended December 31, 2016 and
2015.
(Amounts in thousands)
Net investment income
Net realized gain on exited investments
Previously recorded unrealized gain on exited investment
Net unrealized (loss) gain on held investments
(Loss) income from real estate fund investments
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries
(Loss) income from real estate fund investments attributable to the Operating Partnership(1)
Less loss (income) attributable to noncontrolling interests in the Operating Partnership
(Loss) income from real estate fund investments attributable to Vornado
$
$
For the Year Ended December 31,
2016
2015
17,053
14,761
(14,254)
(41,162)
(23,602)
2,560
(21,042)
1,270
(19,772)
$
$
16,329
26,036
(23,279)
54,995
74,081
(40,117)
33,964
(2,011)
31,953
(1) Excludes $3,831, and $2,939 of management and leasing fees in the years ended December 31, 2016 and 2015, respectively, which are included
as a component of "fee and other income" on our consolidated statements of income.
Income (Loss) from Partially Owned Entities
Summarized below are the components of income (loss) from partially owned entities for the years ended December 31, 2016
and 2015.
(Amounts in thousands)
Equity in Net Income (Loss):
85 Tenth Avenue (1)
Alexander's
Partially owned office buildings (2)
India real estate ventures (3)
Urban Edge Properties ("UE")
PREIT
Toys (4)
Other investments (5)
Percentage
Ownership at
December 31, 2016
For the Year Ended December 31,
2016
2015
49.9%
32.4%
Various
4.1%-36.5%
5.4%
8.0%
32.5%
Various
$
$
178,072
34,240
(42,100)
(18,122)
5,839
(5,213)
2,000
10,673
165,389
$
$
(1,015)
31,078
(23,556)
(18,746)
4,394
(7,450)
2,500
165
(12,630)
(2)
(1) On December 1, 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55% $625,000 refinancing of the property and we received net
proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income as a result of
this transaction.
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West
22nd Street and others. In 2016 and 2015, we recognized net losses of $47,000 and $39,600, respectively, from our 666 Fifth Avenue (Office)
joint venture as a result of our share of depreciation expense. In addition, in 2015 we recognized our $12,800 share of a write-off of a below-
market lease liability related to a tenant vacating at 650 Madison Avenue.
Includes non-cash impairment losses of $13,962 and $14,806, respectively.
(3)
(4) Represents management fees earned and received from our investment in Toys.
(5)
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street and others.
60
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
Interest and Other Investment Income, net
Interest and other investment income, net was $29,546,000 in the year ended December 31, 2016, compared to $26,978,000 in
the prior year, an increase of $2,568,000. This increase resulted primarily from an increase in the value of investments in our deferred
compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).
Interest and Debt Expense
Interest and debt expense was $402,674,000 in the year ended December 31, 2016, compared to $378,025,000 in the prior year,
an increase of $24,649,000. This increase was primarily due to (i) $23,205,000 of higher interest expense from the full year effect of
2015 financings of the St. Regis Retail, 150 West 34th Street, 100 West 33rd Street, and from the $375,000,000 drawn on our
$750,000,000 delayed draw term loan, (ii) $10,208,000 of lower capitalized interest, and (iii) $7,823,000 of default interest on our
Skyline properties mortgage loan, partially offset by (iv) $13,127,000 of interest savings from the re-financings of 888 7th Avenue and
770 Broadway and (v) $4,177,000 of interest savings from the repayment of the Bowen Building loan.
Net Gain on Extinguishment of Skyline Properties Debt
In the year ended December 31, 2016, upon the final disposition of the Skyline properties, all assets (approximately
$236,535,000) and liabilities (approximately $724,412,000), were removed from our consolidated balance sheet which resulted in a
net gain of $487,877,000.
Net Gain on Disposition of Wholly Owned and Partially Owned Assets
The net gain of $175,735,000 in the year ended December 31, 2016, consists primarily of a $159,511,000 net gain on sale of our
47% ownership interest in 7 West 34th Street and a $15,302,000 net gain on sale of our 20% ownership interest in Fairfax Square.
The net gain of $251,821,000 in the prior year, consists of a $142,693,000 net gain on sale of 20 Broad Street, a $102,404,000 net gain
on sale of 1750 Pennsylvania Avenue and $6,724,000 from the sale of residential condominiums.
Income Tax (Expense) Benefit
In the year ended December 31, 2016, we had an income tax expense of $8,312,000, compared to a benefit of $84,695,000 in the
prior year, an increase in expense of $93,007,000. This increase in expense resulted primarily from the prior year reversal of
$90,030,000 of valuation allowances against certain of our deferred tax assets, as we concluded that it was more-likely-than-not that
we will generate sufficient taxable income from the sale of 220 Central Park South residential condominium units to realize the
deferred tax assets.
Income from Discontinued Operations
We have reclassified the revenues and expenses of our strip shopping center and mall business which was spun off to UE on
January 15, 2015 and other related retail assets that were sold or are currently held for sale to “income from discontinued operations”
and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations”
for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets
related to discontinued operations for the years ended December 31, 2016 and 2015.
(Amounts in thousands)
Total revenues
Total expenses
Net gains on sale of real estate and a lease position
Impairment losses
UE spin-off transaction related costs
Pretax income from discontinued operations
Income tax expense
Income from discontinued operations
For the Year Ended December 31,
2015
2016
3,998
1,435
2,563
5,074
(465)
-
7,172
-
7,172
$
$
27,831
17,651
10,180
65,396
(256)
(22,972)
52,348
(86)
52,262
$
$
61
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net income attributable to noncontrolling interests in consolidated subsidiaries was $21,351,000 in the year ended December 31,
2016, compared to $55,765,000 in the prior year, a decrease of $34,414,000. This decrease resulted primarily from lower net income
allocated to the noncontrolling interests of our real estate fund investments.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $53,654,000 in the year ended December 31,
2016, compared to $43,231,000 in the prior year, an increase of $10,423,000. This increase resulted primarily from higher net income
subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $75,903,000 in the year ended December 31, 2016, compared to $80,578,000 in the prior year, a
decrease of $4,675,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable
preferred shares on September 1, 2016.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $76,097,000 in the year ended December 31, 2016, compared to $80,736,000 in the prior year, a
decrease of $4,639,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable
preferred units on September 1, 2016.
Preferred Share Issuance Costs
In the year ended December 31, 2016, we recognized a $7,408,000 expense in connection with the write-off of issuance costs
upon redeeming all of the outstanding 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.
62
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
Same Store EBITDA
Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year
reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be
property-level expenses, as well as other non-operating items. We also present same store EBITDA on a cash basis (which excludes
income from the straight-lining of rents, amortization of acquired below-market leases, net of above-market leases and other non-cash
adjustments). We present these non-GAAP financial 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 EBITDA should not be considered as an alternative to net income or
cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below is the reconciliation of EBITDA to same store EBITDA for each of our segments for the year ended December 31, 2016,
compared to the year ended December 31, 2015.
(Amounts in thousands)
EBITDA for the year ended December 31, 2016
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating expenses
Same store EBITDA for the year ended December 31, 2016
EBITDA for the year ended December 31, 2015
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating income
Same store EBITDA for the year ended December 31, 2015
Increase in same store EBITDA -
Year ended December 31, 2016 vs. December 31, 2015
% increase in same store EBITDA
New York
Washington, DC
$
1,268,696
$
655,109
35,864
29,729
(24,809)
(159,498)
(26,816)
6,568
1,100,005
1,250,819
$
$
-
(525,223)
(3,118)
159,860
316,357
426,175
35,026
26,051
(2,840)
(173,843)
(21,171)
(52,762)
1,035,229
$
-
(135,929)
(2,851)
(5,746)
307,700
64,776 (1) $
8,657 (3)
6.3% (2)
2.8%
$
$
$
$
(1) The $64,776 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $43,187 and
$33,360, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $13,037. The Office and Retail EBITDA increases
resulted primarily from higher rents, including signage, partially offset by lower management and leasing fees and higher operating expenses,
net of reimbursements.
(2) Excluding Hotel Pennsylvania, same store EBITDA increased by 7.7%.
(3) The $8,657 increase in Washington, DC same store EBITDA resulted primarily from higher rental revenue of $8,542, higher management and
leasing fees of $2,023, partially offset by higher net operating expenses of $2,351.
63
Results of Operations – Year Ended December 31, 2016 Compared to December 31, 2015 - continued
Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA
(Amounts in thousands)
Same store EBITDA for the year ended December 31, 2016
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the year ended December 31, 2016
Same store EBITDA for the year ended December 31, 2015
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the year ended December 31, 2015
Increase in cash basis same store EBITDA -
Year ended December 31, 2016 vs. December 31, 2015
% increase in cash basis same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 10.3% on a cash basis.
$
$
$
$
$
New York
1,100,005
Washington, DC
316,357
$
(170,920)
929,085
$
(19,446)
296,911
1,035,229
$
307,700
(179,403)
855,826
$
(21,641)
286,059
73,259
$
10,852
8.6%
(1)
3.8%
64
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014
Revenues
Our revenues, which consist of property rentals (including hotel and trade show revenues), tenant expense reimbursements, and
fee and other income, were $2,502,267,000 in the year ended December 31, 2015, compared to $2,312,512,000 in the year ended
December 31, 2014, an increase of $189,755,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)
Increase (decrease) due to:
Property rentals:
Acquisitions, dispositions and other
Development and redevelopment
Hotel Pennsylvania
Trade shows
Same store operations
Tenant expense reimbursements:
Acquisitions, dispositions and other
Development and redevelopment
Same store operations
Fee and other income:
BMS cleaning fees
Management and leasing fees
Lease termination fees
Other income
Total
New York
Washington, DC
Other
$
$
57,430
55,559
(6,501)
2,195
56,416
165,099
4,521
2,863
7,773
15,157
(3,545)
(3,089)
10,307
5,826
9,499
62,316 (1) $
52,547 (2)
(6,501)
-
46,024
154,386
5,098 (1)
2,904 (2)
4,046
12,048
(4,271)
(2,509)
12,207
3,219
8,646
$
(4,886)
142
-
-
2,616
(2,128)
(577)
(41)
57
(561)
-
(480)
(1,900)
730
(1,650)
-
2,870
-
2,195
7,776
12,841
-
-
3,670
3,670
726
(100)
-
1,877
2,503
Total increase (decrease) in revenues
$
189,755
$
175,080
$
(4,339)
$
19,014
(1)
Includes the acquisitions of 33-00 Northern Boulevard (Center Building), 260 Eleventh Avenue, 697-703 Fifth Avenue (St. Regis - retail) and
150 West 34th Street.
(2) Primarily 330 West 34th Street, 7 West 34th Street and 1535 Broadway (Marriott Marquis - retail and signage).
65
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Expenses
Our expenses, which consist primarily of operating (including hotel and trade show expenses), depreciation and amortization and
general and administrative expenses, were $1,742,019,000 in the year ended December 31, 2015, compared to $1,622,619,000 in the
year ended December 31, 2014, an increase of $119,400,000. Below are the details of the increase by segment:
(Amounts in thousands)
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other
Development and redevelopment
Non-reimbursable expenses, including
bad-debt reserves
Hotel Pennsylvania
Trade shows
BMS expenses
Same store operations
Depreciation and amortization:
Acquisitions, dispositions and other
Development and redevelopment
Same store operations
General and administrative:
Mark-to-market of deferred compensation
plan liability
Same store operations
Acquisition and transaction related costs
Total
New York
Washington, DC
Other
$
9,518
19,761
$
11,729 (1) $
14,289 (2)
(2,211)
1,449
$
(3,397)
915
249
(2,963)
33,555
57,638
34,960
17,014
9,675
61,649
(11,446)
17,483
6,037
(5,924)
(3,026)
915
-
(4,229)
22,718
42,396
34,816 (1)
(6,120) (2)
7,910
36,606
-
6,547 (4)
6,547
(538)
-
-
-
2,061
761
144
30,599
2,686
33,429
-
(1,288)
(1,288)
-
4,023
167
-
249
1,266
8,776
14,481
-
(7,465)
(921)
(8,386)
(11,446) (3)
12,224 (5)
778
-
-
(5,924)
Total increase in expenses
$
119,400
$
85,549
$
32,902
$
949
(1)
Includes the acquisitions of 33-00 Northern Boulevard (Center Building), 260 Eleventh Avenue, 697-703 Fifth Avenue (St. Regis - retail) and
150 West 34th Street.
(2) Primarily 330 West 34th Street, 7 West 34th Street and 1535 Broadway (Marriott Marquis - retail and signage).
(3) This decrease in expense is entirely offset by a corresponding decrease in income from the mark-to-market of the deferred compensation plan
assets, a component of “interest and other investment income, net” on our consolidated statements of income.
(4) Results primarily from (i) the acceleration of the recognition of compensation expense of $1,555 related to 2013-2015 Out-Performance Plans
due to the modification of the vesting criteria of awards such that they fully vest at age 65, and (ii) higher payroll and related costs.
(5) Results primarily from (i) the acceleration of the recognition of compensation expense of $6,217 related to 2013-2015 Out-Performance Plans
due to the modification of the vesting criteria of awards such that they fully vest at age 65, (ii) higher payroll and related costs of $2,900 and
(iii) higher professional fees and other of $2,400.
66
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Income from Real Estate Fund Investments
Below are the components of the income from our real estate fund investments for the years ended December 31, 2015 and 2014.
(Amounts in thousands)
Net investment income
Net realized gain on exited investments
Previously recorded unrealized gain on exited investment
Net unrealized gain on held investments
Income from real estate fund investments
Less income attributable to noncontrolling interests in consolidated subsidiaries
Income from real estate fund investments attributable to the Operating Partnership
Less income attributable to noncontrolling interests in the Operating Partnership
Income from real estate fund investments attributable to Vornado(1)
For the Year Ended December 31,
2015
2014
$
16,329
26,036
(23,279)
54,995
74,081
(40,117)
33,964
(2,011)
31,953 $
12,895
126,653
(50,316)
73,802
163,034
(92,728)
70,306
(4,047)
66,259
$
$
(1) Excludes $2,939, and $2,562 of management and leasing fees in the years ended December 31, 2015 and 2014, respectively, which are included
as a component of "fee and other income" on our consolidated statements of income.
Loss from Partially Owned Entities
Summarized below are the components of loss from partially owned entities for the years ended December 31, 2015 and 2014.
(Amounts in thousands)
Equity in Net (Loss) Income:
Alexander's
Partially owned office buildings(1)
India real estate ventures(2)
PREIT
UE
Toys(3)
Other investments(4)
Percentage
Ownership at
December 31, 2015
For the Year Ended December 31,
2015
2014
32.4%
Various
4.1%-36.5%
8.0%
5.4%
32.5%
Various
$
$
31,078
(24,571)
(18,746)
(7,450)
4,394
2,500
165
(12,630)
$
$
30,009
(6,138)
(8,309)
-
-
(73,556)
(1,867)
(59,861)
(1)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 85 Tenth
Avenue, 512 West 22nd Street and others. In 2015, we recognized net losses of $39,600 from our 666 Fifth Avenue (Office) joint venture as a
result of our share of depreciation expense. Also in 2015, we recognized our $12,800 share of a write-off of a below-market lease liability
related to a tenant vacating at 650 Madison Avenue. In 2014, we recognized our $14,500 share of accelerated depreciation from our West 57th
Street joint ventures in connection with the change in estimated useful life of those properties.
Includes non-cash impairment losses of $14,806 and $5,771, respectively.
(2)
(3) For the year ended December 31, 2015, we recognized net income of $2,500 from our investment in Toys, representing management fees
earned and received, compared to a net loss of $73,556 for the year ended December 31, 2014, which was primarily due to a $75,196 non-cash
impairment loss.
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street and others. In 2014, we recognized a
$10,263 non-cash charge comprised of a $5,959 impairment loss and a $4,304 loan loss reserve on our equity and debt investments in Suffolk
Downs.
(4)
67
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Interest and Other Investment Income, net
Interest and other investment income, net, was $26,978,000 in the year ended December 31, 2015, compared to $38,752,000 in
the year ended December 31, 2014, a decrease of $11,774,000. This decrease resulted primarily from a decrease in the value of
investments in our deferred compensation plan (offset by a corresponding increase in the liability for plan assets in general and
administrative expenses).
Interest and Debt Expense
Interest and debt expense was $378,025,000 in the year ended December 31, 2015, compared to $412,755,000 in the year ended
December 31, 2014, a decrease of $34,730,000. This decrease was primarily due to (i) $26,652,000 of interest savings from the
redemption of the $445,000,000 principal amount of the outstanding 7.875% senior unsecured notes during the fourth quarter of 2014,
(ii) $21,375,000 of interest savings from the redemption of the $500,000,000 principal amount of the outstanding 4.25% senior
unsecured notes on January 1, 2015, partially offset by (iii) $5,297,000 of interest expense from the issuance of $450,000,000 of
2.50% senior unsecured notes in June 2014, (iv) $5,182,000 of interest expense from the current year’s financings of 150 West 34th
Street and the Center Building, and (v) $3,481,000 of lower capitalized interest.
Net Gain on Disposition of Wholly Owned and Partially Owned Assets
The net gain of $251,821,000 in year ended December 31, 2015, consists of a $142,693,000 net gain on sale of 20 Broad Street, a
$102,404,000 net gain on sale of 1750 Pennsylvania Avenue and $6,724,000 from the sale of residential condominiums. The net gain
of $13,568,000 in the year ended December 31, 2014 is from the sale of residential condominiums and a land parcel.
Income Tax Benefit (Expense)
In the year ended December 31, 2015, we had an income tax benefit of $84,695,000, compared to an expense of $9,281,000 in
the year ended December 31, 2014, a decrease in expense of $93,976,000. This decrease in expense resulted primarily from the
reversal of the valuation allowances against certain of our deferred tax assets, as we concluded that it was more-likely than not that we
will generate sufficient taxable income from the sale of 220 Central Park South residential condominium units to realize the deferred
tax assets.
68
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Income from Discontinued Operations
The table below sets forth the combined results of operations of assets related to discontinued operations for the years ended
December 31, 2015 and 2014.
(Amounts in thousands)
Total revenues
Total expenses
Net gains on sales of real estate
UE spin-off transaction related costs
Impairment losses
Pretax income from discontinued operations
Income tax expense
Income from discontinued operations
For the Year Ended December 31,
2014
2015
27,831
17,651
10,180
65,396
(22,972)
(256)
52,348
(86)
52,262
$
$
395,786
274,107
121,679
507,192
(14,956)
(26,518)
587,397
(1,721)
585,676
$
$
Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net income attributable to noncontrolling interests in consolidated subsidiaries was $55,765,000 in the year ended December 31,
2015, compared to $96,561,000 in the year ended December 31, 2014, a decrease of $40,796,000. This decrease resulted primarily
from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $43,231,000 in the year ended December
31, 2015, compared to $47,613,000 in the year ended December 31, 2014, a decrease of $4,382,000. This decrease resulted primarily
from lower net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $80,578,000 in the year ended December 31, 2015, compared to $81,464,000 in the year ended
December 31, 2014, a decrease of $886,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $80,736,000 in the year ended December 31, 2015, compared to $81,514,000 in the year ended
December 31, 2014, a decrease of $778,000.
69
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Same Store EBITDA
Below is the reconciliation of EBITDA to same store EBITDA for each of our segments for the year ended December 31, 2015,
compared to the year ended December 31, 2014.
(Amounts in thousands)
EBITDA for the year ended December 31, 2015
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating income
Same store EBITDA for the year ended December 31, 2015
EBITDA for the year ended December 31, 2014
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating income
Same store EBITDA for the year ended December 31, 2014
Increase (decrease) in same store EBITDA -
Year ended December 31, 2015 vs. December 31, 2014
% increase (decrease) in same store EBITDA
New York
Washington, DC
$
1,250,819
$
426,175
35,026
26,051
(61,369)
(169,362)
(71,705)
(17,692)
965,717
1,439,189
$
$
-
(135,930)
2,271
(5,746)
312,821
331,101
28,479
27,339
(4,141)
(476,465)
(26,832)
(8,815)
951,415
$
-
(40,478)
621
(5,446)
313,137
14,302 (1) $
(316) (3)
1.5% (2)
(0.1%)
$
$
$
$
(1) The $14,302 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $13,688 and $6,519,
respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $7,709. The Office and Retail EBITDA increases resulted
primarily from higher rents, including signage, partially offset by lower management and leasing fees and higher net operating expenses.
(2) Excluding Hotel Pennsylvania, same store EBITDA increased by 2.4%.
(3) The $316 decrease in Washington, DC same store EBITDA resulted primarily from higher net operating expenses of $2,629 and lower fee and
other income of $715, partially offset by higher rental revenue of $3,162.
70
Results of Operations – Year Ended December 31, 2015 Compared to December 31, 2014 - continued
Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA
(Amounts in thousands)
Same store EBITDA for the year ended December 31, 2015
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the year ended December 31, 2015
Same store EBITDA for the year ended December 31, 2014
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the year ended December 31, 2014
Increase (decrease) in cash basis same store EBITDA -
Year ended December 31, 2015 vs. December 31, 2014
% increase (decrease) in cash basis same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 1.3% on a cash basis.
$
$
$
$
$
New York
965,717
Washington, DC
312,821
$
(131,561)
834,156
$
(19,726)
293,095
951,415
$
313,137
(119,842)
831,573
$
(6,358)
306,779
2,583
$
(13,684)
0.3%
(1)
(4.5%)
71
Supplemental Information
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2016 and 2015
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three months ended
December 31, 2016.
(Amounts in thousands)
For the Three Months Ended December 31, 2016
Total
New York
$
Total revenues
Total expenses
Operating income (loss)
Income (loss) from partially owned entities
Loss from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially owned
owned assets
Income before income taxes
Income tax benefit (expense)
Income from continuing operations
Income from discontinued operations
Net income
Less net loss (income) attributable to noncontrolling interests
$
638,260
463,156
175,104
164,860
(52,352)
9,284
(98,244)
487,877
15,510
702,039
1,493
703,532
1,012
704,544
443,910
275,168
168,742
2,764
-
1,409
(54,492)
-
$
Washington, DC
128,191
92,436
35,755
(1,097)
-
(143)
(18,038)
487,877
-
118,423
(1,377)
117,046
-
117,046
15,302
519,656
(199)
519,457
-
519,457
$
Other
66,159
95,552
(29,393)
163,193
(52,352)
8,018
(25,714)
-
208
63,960
3,069
67,029
1,012
68,041
in consolidated subsidiaries
Net income attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax (benefit) expense(2)
EBITDA(1)
_________________________
See notes on pages 74 and 75.
5,010
709,554
130,464
173,071
(1,229)
1,011,860
$
(3,747)
113,299
71,880
104,513
1,487
291,179 (3) $
-
519,457
19,934
41,007
199
580,597 (4) $
8,757
76,798
38,650
27,551
(2,915)
140,084 (5)
$
72
Supplemental Information – continued
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2016 and 2015 – continued
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three months ended
December 31, 2015.
(Amounts in thousands)
For the Three Months Ended December 31, 2015
Total
New York
$
452,717
265,152
187,565
(868)
-
2,080
(51,274)
$
Washington, DC
131,284
97,149
34,135
(1,713)
-
(322)
(16,504)
142,693
280,196
(1,194)
279,002
-
279,002
(6,382)
272,620
64,347
105,131
1,398
443,496 (3) $
-
15,596
(238)
15,358
-
15,358
-
15,358
19,574
42,601
246
77,779 (4) $
Other
67,580
81,577
(13,997)
(1,340)
21,959
5,602
(31,137)
4,231
(14,682)
1,882
(12,800)
1,984
(10,816)
(11,013)
(21,829)
37,197
23,001
(1,674)
36,695 (5)
Total revenues
Total expenses
Operating income (loss)
Loss from partially owned entities
Income from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax benefit (expense)
Income (loss) from continuing operations
Income from discontinued operations
Net income (loss)
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income (loss) attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax (benefit) expense(2)
EBITDA(1)
_________________________
See notes on the following pages.
$
$
651,581
443,878
207,703
(3,921)
21,959
7,360
(98,915)
146,924
281,110
450
281,560
1,984
283,544
(17,395)
266,149
121,118
170,733
(30)
557,970
$
$
73
Supplemental Information – continued
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2016 and 2015 - continued
Notes to preceding tabular information:
(1) We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating
Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance
of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable
to similarly titled measures employed by other companies.
Our 7.5% interest in Fashion Centre Mall/Washington Tower will not be included in the spin-off of our Washington, DC segment
and have been reclassified to Other. The prior year's presentation has been conformed to the current year.
(2) Interest and debt expense, depreciation and amortization and income tax expense in the reconciliation of net income to EBITDA
includes our share of these items from partially owned entities.
(3) The elements of "New York" EBITDA are summarized below.
(Amounts in thousands)
Office
Retail
Residential
Alexander's
Hotel Pennsylvania
Total New York EBITDA
Certain items that impact EBITDA:
Net gains on sale of 20 Broad Street
EBITDA from discontinued operations and sold properties
Certain items that impact EBITDA
Total New York EBITDA, as adjusted
(4) The elements of "Washington, DC" EBITDA are summarized below.
(Amounts in thousands)
Office, excluding the Skyline properties
Skyline properties
Total Office
Residential
Total Washington, DC EBITDA
Certain items that impact EBITDA:
Net gain on extinguishment of Skyline properties debt
Net gains on sale of Fairfax Square
EBITDA from discontinued operations and sold properties
Other
Certain items that impact EBITDA
Total Washington, DC EBITDA, as adjusted
For the Three Months Ended December 31,
2016
2015
170,469
97,528
6,160
11,302
5,720
291,179
-
-
-
291,179
$
$
323,765
93,319
6,011
11,708
8,693
443,496
(142,693)
(18,734)
(161,427)
282,069
For the Three Months Ended December 31,
2016
2015
74,242
492,964
567,206
13,391
580,597
(487,877)
(15,302)
(5,333)
-
(508,512)
72,085
$
$
61,661
5,712
67,373
10,406
77,779
-
-
(6,110)
405
(5,705)
72,074
$
$
$
$
74
Supplemental Information – continued
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2016 and 2015 - continued
Notes to preceding tabular information:
(5) The elements of "Other" EBITDA are summarized below.
(Amounts in thousands)
Our share of real estate fund investments:
Income before net realized/unrealized (loss) gain
Net realized/unrealized (loss) gain
Carried interest
Total (loss) income from real estate fund investments
theMART (including trade shows)
555 California Street
India real estate ventures
Our share of Toys
Other investments
Corporate general and administrative expenses(a)
Investment income and other, net(a)
Income from the repayment of our investments in 85 Tenth Avenue loans and preferred equity
Acquisition and transaction related costs
Our share of impairment losses on India real estate ventures
Discontinued operations
Net gain on sale of real estate
Impairment loss on loan loss reserve on investment in Suffolk Downs
Total Other
For the Three Months Ended December 31,
2016
2015
$
$
2,298
(19,603)
(17,399)
(34,704)
21,156
10,690
1,100
500
29,238
27,980
(24,230)
3,184
160,843
(14,743)
(13,962)
1,012
-
-
140,084
$
$
1,732
5,115
4,448
11,295
16,930
11,738
1,704
500
13,466
55,633
(24,373)
5,110
-
(4,951)
-
2,001
4,231
(956)
36,695
(a) The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $2,588
and $438 income for the three months ended December 31, 2016 and 2015, respectively.
EBITDA by Region
Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash
impairment losses, and operations of sold properties.
Region:
New York City metropolitan area
Washington, DC/Northern Virginia area
Chicago, IL
San Francisco, CA
For the Three Months Ended December 31,
2016
2015
74%
18%
5%
3%
100%
74%
19%
4%
3%
100%
75
Supplemental Information – continued
Three Months Ended December 31, 2016 Compared to December 31, 2015
Same Store EBITDA
Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year
reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be
property-level expenses, as well as other non-operating items. We also present same store EBITDA on a cash basis (which excludes
income from the straight-lining of rents, amortization of acquired below-market leases, net of above-market leases and other non-cash
adjustments). We present these non-GAAP financial 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 EBITDA should not be considered as an alternative to net income or
cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below is the reconciliation of EBITDA to same store EBITDA for each of our segments for the three months ended December
31, 2016, compared to the three months ended December 31, 2015.
New York
Washington, DC
580,597
$
291,179
8,307
(2,159)
(106)
(6,871)
(212)
290,138
443,496
6,788
(239)
(161,312)
(5,041)
(14,560)
269,132
$
$
$
21,006
$
7.8% (1)
7,612
-
(508,494)
(1,530)
23
78,208
77,779
7,553
-
(6,039)
(415)
(2,451)
76,427
1,781
2.3%
(Amounts in thousands)
EBITDA for the three months ended December 31, 2016
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating (income) expenses
Same store EBITDA for the three months ended December 31, 2016
EBITDA for the three months ended December 31, 2015
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating income
Same store EBITDA for the three months ended December 31, 2015
Increase in GAAP basis same store EBITDA -
Three months ended December 31, 2016 vs. December 31, 2015
% increase in same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 9.2%.
$
$
$
$
$
76
Supplemental Information – continued
Three Months Ended December 31, 2016 Compared to December 31, 2015 - continued
Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA
(Amounts in thousands)
Same store EBITDA for the three months ended December 31, 2016
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the three months ended
December 31, 2016
Same store EBITDA for the three months ended December 31, 2015
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the three months ended
December 31, 2015
Increase in cash basis same store EBITDA -
Three months ended December 31, 2016 vs. December 31, 2015
% increase in cash basis same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 19.8% on a cash basis.
$
$
$
$
$
New York
290,138
Washington, DC
78,208
$
(35,746)
(4,235)
254,392
$
73,973
269,132
$
76,427
(52,852)
(5,546)
216,280
$
70,881
38,112
$
17.6%
(1)
3,092
4.4%
77
Supplemental Information – continued
Three Months Ended December 31, 2016 Compared to September 30, 2016
Below is the reconciliation of Net Income to EBITDA for the three months ended September 30, 2016.
(Amounts in thousands)
Net income attributable to Vornado for the three months ended September 30, 2016
Interest and debt expense
Depreciation and amortization
Income tax expense
EBITDA for the three months ended September 30, 2016
$
$
New York
$
Washington, DC
24,107
20,565
36,637
310
81,619
$
96,403
66,314
111,731
2,445
276,893
Below is the reconciliation of EBITDA to same store EBITDA for each of our segments for the three months ended December
31, 2016, compared to the three months ended September 30, 2016.
New York
Washington, DC
580,597
$
291,179
8,307
7,612
-
(106)
(7,583)
(282)
291,515
276,893
9,783
-
(51)
(7,966)
1,286
279,945
$
$
$
-
(508,494)
(1,530)
23
78,208
81,619
6,858
-
(5,085)
(1,581)
(563)
81,248
11,570
$
(3,040)
4.1% (1)
(3.7%)
(Amounts in thousands)
EBITDA for the three months ended December 31, 2016
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating (income) expenses
Same store EBITDA for the three months ended December 31, 2016
EBITDA for the three months ended September 30, 2016
Add-back:
Non-property level overhead expenses included above
Less EBITDA from:
Acquisitions
Dispositions, including net gains on sale
Properties taken out-of-service for redevelopment
Other non-operating expenses (income)
Same store EBITDA for the three months ended September 30, 2016
Increase (decrease) in same store EBITDA -
Three months ended December 31, 2016 vs. September 30, 2016
% increase (decrease) in same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 3.6%.
$
$
$
$
$
78
Supplemental Information – continued
Three Months Ended December 31, 2016 Compared to September 30, 2016 - continued
Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA
(Amounts in thousands)
Same store EBITDA for the three months ended December 31, 2016
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the three months ended
December 31, 2016
Same store EBITDA for the three months ended September 30, 2016
Less: Adjustments for straight line rents, amortization of acquired
below-market leases, net, and other non-cash adjustments
Cash basis same store EBITDA for the three months ended
September 30, 2016
Increase (decrease) in cash basis same store EBITDA -
Three months ended December 31, 2016 vs. September 30, 2016
% increase (decrease) in cash basis same store EBITDA
(1) Excluding Hotel Pennsylvania, same store EBITDA increased by 7.6% on a cash basis.
$
$
$
$
$
New York
291,515
Washington, DC
78,208
$
(36,201)
(4,235)
255,314
$
73,973
279,945
$
81,248
(43,938)
(5,505)
236,007
$
75,743
19,307
$
(1,770)
8.2%
(1)
(2.3%)
79
Related Party Transactions
Alexander’s, Inc.
We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustees and its Chief Executive Officer is
also the Chairman of the Board 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 to our consolidated financial statements in this Annual Report on Form 10-K.
Urban Edge Properties
We own 5.4% of UE. During 2015, we provided transition services to UE, primarily for information technology, human
resources, tax and financial planning. In 2016, we continue to provide UE transition services for information technology and human
resources. UE is providing us with leasing, development and property management services for certain of our retail properties
including the retail assets of Alexander’s. Fees to UE for servicing the retail assets of Alexander’s are similar to the fees that we are
receiving from Alexander’s as described in Note 5 - Investments in Partially Owned Entities to our consolidated financial statements
in this Annual Report on Form 10-K.
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, are Interstate’s two other general partners. As of December
31, 2016, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial
interest of Vornado and 26.3% 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 fair to us. We earned $521,000, $541,000, and
$535,000 of management fees under the agreement for the years ended December 31, 2016, 2015 and 2014, respectively.
80
Liquidity and Capital Resources
Property rental income is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties.
Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing
commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and
development costs. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage
loans, senior unsecured borrowings, unsecured term loan and unsecured revolving credit facilities; proceeds from the issuance of
common and preferred equity securities; and asset sales.
We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business
operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and
recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from
borrowings and/or equity offerings.
We may from time to time purchase or retire outstanding preferred shares and debt 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.
Dividends
On January 18, 2017, Vornado declared a quarterly common dividend of $0.71 per share (an indicated annual rate of $2.84 per
common share). This dividend, if continued for all of 2017, would require Vornado to pay out approximately $537,000,000 of cash
for common share dividends. In addition, during 2017, Vornado expects to pay approximately $65,000,000 of cash dividends on
outstanding preferred shares and approximately $35,000,000 of cash distributions to unitholders of the Operating Partnership.
81
Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations
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 contain financial covenants that require us to maintain minimum
interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in
our ratings below Baa3/BBB. Our unsecured revolving credit facilities 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, 2016, we are in compliance with all of the financial
covenants required by our senior unsecured notes and our unsecured revolving credit facilities.
As of December 31, 2016, we had $1,501,027,000 of cash and cash equivalents and $2,364,523,000 of borrowing capacity under
our unsecured revolving credit facilities, net of outstanding borrowings and letters of credit of $115,630,000 and $19,847,000,
respectively. A summary of our consolidated debt as of December 31, 2016 and 2015 is presented below.
(Amounts in thousands)
2016
2015
Consolidated debt:
Variable rate
Fixed rate
Total
Deferred financing costs, net and other
Total, net
December 31,
Balance
$
$
3,765,054
6,949,873
10,714,927
(103,242)
10,611,685
Weighted
Average
Interest Rate
2.40%
3.82%
3.32%
December 31,
Balance
$
$
3,995,704
7,206,634
11,202,338
(111,328)
11,091,010
Weighted
Average
Interest Rate
2.00%
4.21%
3.42%
During 2017 and 2018, $118,585,000 and $209,208,000, respectively, of our outstanding debt matures; 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.
Below is a schedule of our contractual obligations and commitments at December 31, 2016.
(Amounts in thousands)
Contractual cash obligations (principal and interest(1)):
Notes and mortgages payable
Operating leases
Purchase obligations, primarily construction commitments
Unsecured revolving credit facilities
Senior unsecured notes due 2022
Senior unsecured notes due 2019
Capital lease obligations
Unsecured term loan
Total contractual cash obligations
Commitments:
Less than
1 Year
Total
1 – 3 Years
$ 10,829,548 $
1,791,440
771,850
118,231
500,833
489,375
372,379
392,915
3 – 5 Years Thereafter
476,269 $ 2,357,201 $ 5,446,252 $ 2,549,826
1,611,995
-
-
400,833
-
309,839
-
$ 15,266,571 $ 1,040,887 $ 3,762,946 $ 5,590,245 $ 4,872,493
34,871
477,074
27
20,000
11,250
12,508
8,888
71,222
294,776
118,204
40,000
472,500
25,016
384,027
73,352
-
-
40,000
5,625
25,016
-
Capital commitments to partially owned entities
Standby letters of credit
Total commitments
$
$
173,311 $
173,311 $
19,847
19,847
193,158 $
193,158 $
- $
-
- $
- $
-
- $
-
-
-
(1)
Interest on variable rate debt is computed using rates in effect at December 31, 2016.
82
Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
Details of 2016 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial
Conditions and Results of Operations. Details of 2015 financing activities are discussed below.
Secured Debt
On April 1, 2015, we completed a $308,000,000 refinancing of RiverHouse Apartments, a three building, 1,670 unit rental
complex located in Arlington, VA. The loan is interest only at LIBOR plus 1.28% and matures in 2025. We realized net proceeds of
approximately $43,000,000. The property was previously encumbered by a 5.43%, $195,000,000 mortgage which was scheduled to
mature in April 2015 and a $64,000,000 mortgage at LIBOR plus 1.53% which was scheduled to mature in 2018.
On June 2, 2015, we completed a $205,000,000 financing in connection with the acquisition of 150 West 34th Street. The loan
bears interest at LIBOR plus 2.25% and matures in 2018 with two one-year extension options.
On July 28, 2015, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot property
comprised of 855,000 square feet of office space and the 256,000 square foot Manhattan Mall. The loan is interest only at LIBOR
plus 1.65% and matures in July 2020. We realized net proceeds of approximately $242,000,000.
On September 22, 2015, we upsized the loan on our 220 Central Park South development by $350,000,000 to $950,000,000. The
interest rate on the loan is LIBOR plus 2.00% and the final maturity date is 2020. In connection with the upsizing, the standby
commitment for a $500,000,000 mezzanine loan for this development has been terminated by payment of a $15,000,000 contractual
termination fee, which was capitalized as a component of “development costs and construction in progress” on our consolidated
balance sheet as of December 31, 2015.
On December 11, 2015, we completed a $375,000,000 refinancing of 888 Seventh Avenue, a 882,000 square foot Manhattan
office building. The five-year loan is interest only at LIBOR plus 1.60% which was swapped for the term of the loan to a fixed rate of
3.15% and matures in December 2020. We realized net proceeds of approximately $49,000,000.
On December 21, 2015, we completed a $450,000,000 financing of the retail condominium of the St. Regis Hotel and the adjacent
retail town house located on Fifth Avenue at 55th Street. The loan matures in December 2020, with two one-year extension options.
The loan is interest only at LIBOR plus 1.80% for the first three years, LIBOR plus 1.90% for years four and five, and LIBOR plus
2.00% during the extension periods. We own a 74.3% controlling interest in the joint venture which owns the property.
Senior Unsecured Notes
On January 1, 2015, we redeemed all of the $500,000,000 principal amount of our outstanding 4.25% senior unsecured notes,
which were scheduled to mature on April 1, 2015, at a redemption price of 100% of the principal amount plus accrued interest through
December 31, 2014.
Unsecured Term Loan
On October 30, 2015, we entered into an unsecured delayed-draw term loan facility in the maximum amount of $750,000,000.
The facility matures in October 2018 with two one-year extension options. The interest rate is LIBOR plus 1.15% with a fee of 0.20%
per annum on the unused portion. At closing, we drew $187,500,000. The facility provides that the maximum amount available is
twice the amount outstanding on April 29, 2016, limited to $750,000,000, and all draws must be made by October 2017. This facility,
together with the $950,000,000 development loan mentioned above, provides the funding for our 220 Central Park South
development.
83
Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
Acquisitions and Investments
On January 20, 2015, we co-invested with the Vornado Capital Partners Real Estate Fund (“Fund”) and one of the Fund’s limited
partners to buy out the Fund’s joint venture partner’s 57.1% interest in the Crowne Plaza Times Square Hotel. The purchase price for
the 57.1% interest was approximately $95,000,000 (our share $39,000,000) which valued the property at approximately $480,000,000.
The property is encumbered by a $310,000,000 mortgage loan bearing interest at LIBOR plus 2.80% and maturing in December 2018
with a one-year extension option. Our aggregate ownership interest in the property increased to 33% from 11%.
On March 18, 2015, we acquired the Center Building, a 437,000 square foot office building, located at 33-00 Northern Boulevard
in Long Island City, New York, for $142,000,000, including the assumption of an existing $62,000,000, 4.43% mortgage maturing in
October 2018.
On June 2, 2015, we completed the acquisition of 150 West 34th Street, a 78,000 square foot retail property leased to Old Navy
through May 2019, and 226,000 square feet of additional zoning air rights, for approximately $355,000,000. At closing we completed
a $205,000,000 financing of the property.
On June 24, 2015, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A
office building, located along the western edge of the High Line at 512 West 22nd Street. The development cost of this project is
approximately $235,000,000. The development commenced during the fourth quarter of 2015 and is expected to be completed in
2018. We account for our investment in the joint venture under the equity method.
On July 31, 2015, we acquired 260 Eleventh Avenue, a 235,000 square foot office property leased to the City of New York
through 2021 with two five-year renewal options, a 10,000 square foot parking lot and additional air rights. The transaction is
structured as a 99-year ground lease with an option to purchase the land for $110,000,000. The $3,900,000 annual ground rent and the
purchase option price escalate annually at the lesser of 1.5% or CPI. The buildings were purchased for 813,900 newly issued
Operating Partnership units valued at approximately $80,000,000.
On September 25, 2015, we acquired 265 West 34th Street, a 1,700 square foot retail property and 15,200 square feet of
additional zoning air rights, for approximately $28,500,000.
Certain Future Cash Requirements
Capital Expenditures
The following table summarizes anticipated 2017 capital expenditures.
(Amounts in millions, except square foot data)
Expenditures to maintain assets
Tenant improvements
Leasing commissions
$
Total capital expenditures and leasing commissions $
Square feet budgeted to be leased (in thousands)
Weighted average lease term (years)
Tenant improvements and leasing commissions:
Per square foot
Per square foot per annum
(1) Primarily theMART and 555 California Street.
Total
New York
Washington, DC
Other(1)
168.8 $
121.0
38.1
327.9 $
$
$
99.0 $
53.0
22.0
174.0 $
1,000
10
75.00 $
7.50 $
29.0 $
50.0
13.0
92.0 $
1,217
8
51.35
6.50
40.8
18.0
3.1
61.9
The table above excludes anticipated capital expenditures of each of our partially owned non-consolidated subsidiaries, as these
entities fund their capital expenditures without additional equity contributions from us.
84
Liquidity and Capital Resources – continued
Development and Redevelopment Expenditures
We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South
development site. The incremental development cost of this project is estimated to be approximately $1.3 billion, of which
$609,420,000 has been expended as of December 31, 2016.
We are developing a 173,000 square foot Class-A office building at 512 West 22nd Street, along the western edge of the High
Line in the West Chelsea submarket of Manhattan (55.0% owned). The incremental development cost of this project is estimated to
be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2016, $30,143,000 has been expended, of
which our share is $16,579,000.
We are developing a 170,000 square foot office and retail building at 61 Ninth Avenue, located on the southwest corner of Ninth
Avenue and 15th Street in the West Chelsea submarket of Manhattan. In February 2016, the venture purchased an adjacent five story
loft building and air rights in exchange for a 10% common and preferred equity interest in the venture valued at $19,400,000, which
reduced our ownership interest to 45.1% from 50.1%. On December 21, 2016, the venture obtained a $90,000,000 construction loan.
The loan matures in December 2020 with two six-month extension options. The interest rate is LIBOR plus 3.05%. As of December
31, 2016, there was nothing drawn on this loan. The incremental development cost of this project is estimated to be approximately
$150,000,000, of which our share is $68,000,000. As of December 31, 2016, $38,499,000 has been expended, of which our share is
$17,363,000.
We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway
and Houston Street in Manhattan (50.0% owned). At closing, the joint venture obtained a $65,000,000 construction loan, of which
approximately $25,800,000 was outstanding as of December 31, 2016. The loan, which bears interest at LIBOR plus 3.00% (3.66% at
December 31, 2016), matures in May 2019 with two one-year extension options. The venture’s incremental development cost of this
project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2016, $20,833,000 has
been expended, of which our share is $10,417,000.
We are in the process of demolishing two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street, and
will replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street. The
incremental development cost of the project is estimated to be approximately $170,000,000, of which $10,500,000 has been expended
as of December 31, 2016.
In September 2016, a joint venture between the Related Companies and Vornado was designated by New York State to redevelop
the historic Farley Post Office building. The building will include a new Moynihan Train Hall and approximately 850,000 rentable
square feet of office space and ancillary train hall retail. The joint venture will enter into a 99-year, triple-net lease and make a
$230,000,000 contribution towards the construction of the train hall. Total costs for the redevelopment of the office and retail space
are yet to be determined.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including,
in particular, the Penn Plaza District.
There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be
completed, or completed on schedule or within budget.
85
Liquidity and Capital Resources – continued
Insurance
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and 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. Our
California properties have earthquake insurance with coverage of $180,000,000 per occurrence and in the annual aggregate, subject to
a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0
billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear,
biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization
Act of 2015, which expires in December 2020.
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 $1,622,000 ($1,976,000 for 2017) and 16% (17% for 2017) 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.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, we
cannot anticipate what coverage will be available on commercially reasonable terms in the future.
Our debt instruments, consisting of mortgage loans secured by our properties which are non-recourse to us, 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 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 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.
Our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space.
These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying
loans. As of December 31, 2016, the aggregate dollar amount of these guarantees and master leases is approximately $737,000,000.
As of December 31, 2016, $19,847,000 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 higher interest rates in the event of a decline in our ratings below
Baa3/BBB. 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.
As of December 31, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating
approximately $173,000,000, which includes our share of the commitments of the Farley Post Office redevelopment joint venture.
As of December 31, 2016, we have construction commitments aggregating $653,940,000.
86
Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2016
Our cash and cash equivalents were $1,501,027,000 at December 31, 2016, a $334,680,000 decrease from the balance at
December 31, 2015. Our consolidated outstanding debt, net was $10,611,685,000 at December 31, 2016, a $479,325,000 decrease
from the balance at December 31, 2015. As of December 31, 2016 and December 31, 2015, $115,630,000 and $550,000,000,
respectively, was outstanding under our revolving credit facilities. During 2017 and 2018, $118,585,000 and $209,208,000,
respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it.
Net Cash Provided by Operating Activities
Cash flows provided by operating activities of $1,000,667,000 was comprised of (i) net income of $981,922,000, (ii)
distributions of income from partially owned entities of $217,468,000, (iii) return of capital from real estate fund investments of
$71,888,000, partially offset by (iv) $197,568,000 of non-cash adjustments, which include depreciation and amortization expense, net
gain on extinguishment of Skyline properties debt, net gain on the disposition of wholly owned and partially owned assets, equity in
net income from partially owned entities, real estate impairment losses, the effect of straight-lining of rental income, amortization of
below-market leases, net realized and unrealized loss on real estate fund investments and net gains on sale of real estate and other, and
(v) the net change in operating assets and liabilities of $73,043,000.
Net Cash Used in Investing Activities
Net cash used in investing activities of $889,193,000 was primarily comprised of (i) $606,565,000 of development costs and
construction in progress, (ii) $387,545,000 of additions to real estate, (iii) $127,608,000 of investments in partially owned entities, (iv)
$61,464,000 of acquisitions of real estate and other, (v) $42,000,000 due to the net deconsolidation of 7 West 34th Street, (vi)
$11,700,000 of investments in loans receivable and other, and (vii) $4,379,000 in purchases of marketable securities, partially offset
by (viii) $193,967,000 of capital distributions from partially owned entities, (ix) $153,534,000 of proceeds from sales of real estate
and related investments, (x) $3,937,000 of proceeds from the sale of marketable securities, and (xi) $585,000 of changes in restricted
cash.
Net Cash Used in Financing Activities
Net cash used in financing activities of Vornado Realty Trust of $446,154,000 was comprised of (i) $1,894,990,000 for the
repayments of borrowings, (ii) $475,961,000 of dividends paid on common shares, (iii) $246,250,000 for the redemption of preferred
shares, (iv) $130,590,000 of distributions to noncontrolling interests, (v) $80,137,000 of dividends paid on preferred shares, (vi)
$42,157,000 of debt issuance and other costs, and (vii) $186,000 for the repurchase of shares related to stock compensation
agreements and related tax withholdings and other, partially offset by (viii) $2,403,898,000 of proceeds from borrowings, (ix)
$11,950,000 of contributions from noncontrolling interests and (x) $8,269,000 of proceeds received from the exercise of employee
share options.
Net cash used in financing activities of the Operating Partnership of $446,154,000 was comprised of (i) $1,894,990,000 for the
repayments of borrowings, (ii) $475,961,000 of distributions to Vornado, (iii) $246,250,000 for the redemption of preferred units, (iv)
$130,590,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries, (v) $80,137,000
of distributions to preferred unitholders, (vi) $42,157,000 of debt issuance and other costs, and (vii) $186,000 for the repurchase of
Class A units related to equity compensation agreements and related tax withholdings and other, partially offset by (viii)
$2,403,898,000 of proceeds from borrowings, (ix) $11,950,000 of contributions from noncontrolling interests in consolidated
subsidiaries and (x) $8,269,000 of proceeds received from the exercise of Vornado stock options.
87
Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2016
Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions.
Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant
improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital
improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the
year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and
leasing commissions for space that was vacant at the time of acquisition of a property.
Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to
the cash expended in the year ended December 31, 2016.
(Amounts in thousands)
Expenditures to maintain assets
Tenant improvements
Leasing commissions
Non-recurring capital expenditures
Total capital expenditures and leasing commissions (accrual basis)
Adjustments to reconcile to cash basis:
Expenditures in the current year applicable to prior periods
Expenditures to be made in future periods for the current period
Total capital expenditures and leasing commissions (cash basis)
Tenant improvements and leasing commissions:
Per square foot per annum
Percentage of initial rent
$
$
Total
New York
Washington, DC
Other
$
114,031 $
86,630
38,938
55,636
295,235
67,239 $
63,995
32,475
41,322
205,031
24,745 $
12,712
4,067
8,725
50,249
268,101
(117,910)
445,426 $
159,144
(100,151)
264,024 $
71,935
(16,357)
105,827 $
22,047
9,923
2,396
5,589
39,955
37,022
(1,402)
75,575
7.15 $
11.0%
7.98 $
9.7%
4.67 $
11.6%
n/a
n/a
Development and Redevelopment Expenditures for the Year Ended December 31, 2016
Development and redevelopment expenditures consist of all hard and soft costs associated with the development or
redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and
ready for its intended use. Our development project budgets below include initial leasing costs, which are reflected as non-recurring
capital expenditures in the table above.
Below is a summary of development and redevelopment expenditures incurred in the year ended December 31, 2016. These
expenditures include interest of $34,097,000, payroll of $12,516,000, and other soft costs (primarily architectural and engineering
fees, permits, real estate taxes and professional fees) aggregating $46,995,000, that were capitalized in connection with the
development and redevelopment of these projects.
(Amounts in thousands)
220 Central Park South
The Bartlett
640 Fifth Avenue
90 Park Avenue
theMART
2221 South Clark Street (residential conversion)
Penn Plaza
Wayne Towne Center
330 West 34th Street
Other
Total
New York
Washington, DC
Other
303,974 $
67,580
46,282
33,308
24,788
15,939
11,904
8,461
5,492
88,837
606,565 $
- $
-
46,282
33,308
-
-
11,904
-
5,492
21,217
118,203 $
- $
67,580
-
-
-
15,939
-
-
-
56,863
140,382 $
303,974
-
-
-
24,788
-
-
8,461
-
10,757
347,980
$
$
88
Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2015
Our cash and cash equivalents were $1,835,707,000 at December 31, 2015, a $637,230,000 increase over the balance at
December 31, 2014. Our consolidated outstanding debt, net was $11,091,010,000 at December 31, 2015, a $1,560,673,000 increase
over the balance at December 31, 2014.
Net Cash Provided by Operating Activities
Cash flows provided by operating activities of $672,150,000 was comprised of (i) net income of $859,430,000, (ii) return of
capital from real estate fund investments of $91,458,000, and (iii) distributions of income from partially owned entities of
$65,018,000, partially offset by (iv) $81,654,000 of non-cash adjustments, which include depreciation and amortization expense, the
reversal of allowance for deferred tax assets, the effect of straight-lining of rental income, equity in net loss from partially owned
entities and net gains on sale of real estate and other, and (v) the net change in operating assets and liabilities of $262,102,000
(including $95,010,000 related to real estate fund investments).
Net Cash Used in Investing Activities
Net cash used in investing activities of $678,746,000 was comprised of (i) $490,819,000 of development costs and construction
in progress, (ii) $478,215,000 of acquisitions of real estate and other, (iii) $301,413,000 of additions to real estate, (iv) $235,439,000
of investments in partially owned entities, and (v) $1,000,000 of investment in loans receivable and other, partially offset by (vi)
$573,303,000 of proceeds from sales of real estate and related investments, (vii) $200,229,000 of changes in restricted cash, (viii)
$37,818,000 of capital distributions from partially owned entities, and (ix) $16,790,000 of proceeds from sales and repayment of
mezzanine loans receivable and other.
Net Cash Provided by Financing Activities
Net cash provided by financing activities of Vornado Realty Trust of $643,826,000 was comprised of (i) $4,468,872,000 of
proceeds from borrowings, (ii) $51,975,000 of contributions from noncontrolling interests, and (iii) $16,779,000 of proceeds received
from exercise of employee share options, partially offset by (iv) $2,936,578,000 for the repayments of borrowings, (v) $474,751,000
of dividends paid on common shares, (vi) $225,000,000 of distributions in connection with the spin-off of UE, (vii) $102,866,000 of
distributions to noncontrolling interests, (viii) $80,578,000 of dividends paid on preferred shares, (ix) $66,554,000 of debt issuance
and other costs, and (x) $7,473,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings
and other.
Net cash provided by financing activities of the Operating Partnership of $643,826,000 was comprised of (i) $4,468,872,000 of
proceeds from borrowings, (ii) $51,975,000 of contributions from noncontrolling interests in consolidated subsidiaries, and (iii)
$16,779,000 of proceeds received from exercise of Vornado stock options, partially offset by (iv) $2,936,578,000 for the repayments
of borrowings, (v) $474,751,000 of distributions to Vornado, (vi) $225,000,000 of distributions in connection with the spin-off of UE,
(vii) $102,866,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries, (viii)
$80,578,000 of distributions to preferred unitholders, (ix) $66,554,000 of debt issuance and other costs, and (x) $7,473,000 for the
repurchase of Class A units related to stock compensation agreements and related tax withholdings and other.
89
Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2015
Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to
the cash expended in the year ended December 31, 2015.
(Amounts in thousands)
Expenditures to maintain assets
Tenant improvements
Leasing commissions
Non-recurring capital expenditures
Total capital expenditures and leasing commissions (accrual basis)
Adjustments to reconcile to cash basis:
Expenditures in the current year applicable to prior periods
Expenditures to be made in future periods for the current period
Total capital expenditures and leasing commissions (cash basis)
Tenant improvements and leasing commissions:
Per square foot per annum
Percentage of initial rent
$
$
$
Total
New York
Washington, DC
Other
125,215 $
153,696
50,081
116,875
445,867
57,752 $
68,869
35,099
81,240
242,960
156,753
(222,469)
380,151 $
93,105
(118,911)
217,154 $
25,589 $
51,497
6,761
34,428
118,275
35,805
(73,227)
80,853 $
41,874
33,330
8,221
1,207
84,632
27,843
(30,331)
82,144
8.43 $
10.8%
10.20 $
8.9%
6.41 $
15.9%
n/a
n/a
Development and Redevelopment Expenditures for the Year Ended December 31, 2015
Below is a summary of development and redevelopment expenditures incurred in the year ended December 31, 2015. These
expenditures include interest of $59,305,000, payroll of $6,077,000, and other soft costs (primarily architectural and engineering fees,
permits, real estate taxes and professional fees) aggregating $90,922,000, that were capitalized in connection with the development
and redevelopment of these projects.
(Amounts in thousands)
220 Central Park South
The Bartlett
330 West 34th Street
90 Park Avenue
2221 South Clark Street (residential conversion)
Marriott Marquis Times Square - retail and signage
Wayne Towne Center
640 Fifth Avenue
Penn Plaza
251 18th Street
S. Clark Street/12th Street
1700 M Street
Other
Total
New York
Washington, DC
Other
158,014 $
103,878
32,613
29,937
23,711
21,929
20,633
17,899
17,701
5,897
4,579
2,695
51,333
490,819 $
- $
-
32,613
29,937
-
21,929
-
17,899
17,701
-
-
-
8,100
128,179 $
- $
103,878
-
-
23,711
-
-
-
-
5,897
4,579
2,695
27,525
168,285 $
158,014
-
-
-
-
-
20,633
-
-
-
-
-
15,708
194,355
$
$
90
Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2014
Our cash and cash equivalents were $1,198,477,000 at December 31, 2014, a $615,187,000 decrease over the balance at
December 31, 2013. Our consolidated outstanding debt was $9,530,337,000 at December 31, 2014, a $821,923,000 increase from the
balance at December 31, 2013.
Net Cash Provided by Operating Activities
Cash flows provided by operating activities of $1,135,310,000 was comprised of (i) net income of $1,009,026,000, (ii) return of
capital from real estate fund investments of $215,676,000, and (iii) distributions of income from partially owned entities of
$96,286,000, partially offset by (iv) $89,536,000 of non-cash adjustments, which include depreciation and amortization expense, the
effect of straight-lining of rental income, equity in net loss from partially owned entities and net gains on sale of real estate and other,
and (v) the net change in operating assets and liabilities of $96,142,000, including $3,392,000 related to real estate fund investments.
Net Cash Used in Investing Activities
Net cash used in investing activities of $574,465,000 was comprised of (i) $544,187,000 of development costs and construction
in progress, (ii) $279,206,000 of additions to real estate, (iii) $211,354,000 of acquisitions of real estate and other, (iv) $120,639,000
of investments in partially owned entities, and (v) $30,175,000 of investments in loans receivable and other, partially offset by (vi)
$388,776,000 of proceeds from sales of real estate and related investments, (vii) $99,464,000 of changes in restricted cash, (viii)
$96,913,000 of proceeds from sales and repayments of mortgages and mezzanine loans receivable and other, and (ix) $25,943,000 of
capital distributions from partially owned entities.
Net Cash Provided by Financing Activities
Net cash provided by financing activities of Vornado Realty Trust of $54,342,000 was comprised of (i) $2,428,285,000 of
proceeds from borrowings, (ii) $30,295,000 of contributions from noncontrolling interests, and (iii) $19,245,000 of proceeds received
from exercise of employee share options, partially offset by (iv) $1,312,258,000 for the repayments of borrowings, (v) $547,831,000
of dividends paid on common shares, (vi) $220,895,000 of distributions to noncontrolling interests, (vii) purchase of marketable
securities in connection with the defeasance of mortgage payable of $198,884,000, (viii) $81,468,000 of dividends paid on preferred
shares, (ix) $58,336,000 of debt issuance and other costs, and (x) $3,811,000 for the repurchase of shares related to stock
compensation agreements and related tax withholdings and other.
Net cash provided by financing activities of the Operating Partnership of $54,342,000 was comprised of (i) $2,428,285,000 of
proceeds from borrowings, (ii) $30,295,000 of contributions from noncontrolling interests in consolidated subsidiaries, and (iii)
$19,245,000 of proceeds received from exercise of Vornado stock options, partially offset by (iv) $1,312,258,000 for the repayments
of borrowings, (v) $547,831,000 of distributions to Vornado, (vi) $220,895,000 of distributions to redeemable security holders and
noncontrolling interests in consolidated subsidiaries, (vii) purchase of marketable securities in connection with the defeasance of
mortgage payable of $198,884,000, (viii) $81,468,000 of distributions to preferred unitholders, (ix) $58,336,000 of debt issuance and
other costs, and (x) $3,811,000 for the repurchase of Class A units related to stock compensation agreements and related tax
withholdings and other.
91
Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2014
Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to
the cash expended in the year ended December 31, 2014.
(Amounts in thousands)
Expenditures to maintain assets
Tenant improvements
Leasing commissions
Non-recurring capital expenditures
Total capital expenditures and leasing commissions (accrual basis)
Adjustments to reconcile to cash basis:
Expenditures in the current year applicable to prior periods
Expenditures to be made in future periods for the current period
Total capital expenditures and leasing commissions (cash basis)
Tenant improvements and leasing commissions:
Per square foot per annum
Percentage of initial rent
$
$
$
Total
New York
Washington, DC
Other
107,728 $
205,037
79,636
122,330
514,731
48,518 $
143,007
66,369
64,423
322,317
140,490
(313,746)
341,475 $
67,577
(205,258)
184,636 $
23,425 $
37,842
5,857
37,798
104,922
45,084
(63,283)
86,723 $
35,785
24,188
7,410
20,109
87,492
27,829
(45,205)
70,116
6.53 $
10.3%
6.82 $
9.1%
5.70 $
14.8%
n/a
n/a
Development and Redevelopment Expenditures for the Year Ended December 31, 2014
Below is a summary of development and redevelopment expenditures incurred in the year ended December 31, 2014. These
expenditures include interest of $62,787,000, payroll of $7,319,000, and other soft costs (primarily architectural and engineering fees,
permits, real estate taxes and professional fees) aggregating $67,939,000, that were capitalized in connection with the development
and redevelopment of these projects.
(Amounts in thousands)
Springfield Mall
Marriott Marquis Times Square - retail and signage
220 Central Park South
330 West 34th Street
The Bartlett
608 Fifth Avenue
Wayne Towne Center
7 West 34th Street
Other
Total
New York
Washington, DC
Other
$
$
127,467 $
112,390
78,059
41,592
38,163
20,377
19,740
11,555
94,844
544,187 $
- $
112,390
-
41,592
-
20,377
-
11,555
27,892
213,806 $
- $
-
-
-
38,163
-
-
-
45,482
83,645 $
127,467
-
78,059
-
-
-
19,740
-
21,470
246,736
92
Funds From Operations (“FFO”)
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
depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other
specified non-cash 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. 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.
FFO attributable to common shareholders plus assumed conversions was $1,457,583,000, or $7.66 per diluted share for the year
ended December 31, 2016, compared to $1,039,035,000, or $5.48 per diluted share for the year ended December 31, 2015. FFO
attributable to common shareholders plus assumed conversions was $797,734,000, or $4.20 per diluted share for the three months
ended December 31, 2016, compared to $259,528,000, or $1.37 per diluted share for the three months ended December 31, 2015.
Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.”
(Amounts in thousands, except per share amounts)
Reconciliation of our net income to FFO:
Net income attributable to common shareholders
Per diluted share
FFO adjustments:
Depreciation and amortization of real property
Net gains on sale of real estate
Real estate impairment losses
Proportionate share of adjustments to equity in net income (loss) of
partially owned entities to arrive at FFO:
Depreciation and amortization of real property
Net gains on sale of real estate
Real estate impairment losses
Noncontrolling interests' share of above adjustments
FFO adjustments, net
FFO attributable to common shareholders
Convertible preferred share dividends
Earnings allocated to Out-Performance Plan units
FFO attributable to common shareholders plus assumed conversions
Per diluted share
Reconciliation of Weighted Average Shares
Weighted average common shares outstanding
Effect of dilutive securities:
Employee stock options and restricted share awards
Convertible preferred shares
Out-Performance Plan units
Denominator for FFO per diluted share
For the Year Ended
December 31,
For the Three Months Ended
December 31,
2016
2015
2016
2015
$
$
$
$
$
$
$
823,606
4.34
531,620
(177,023)
160,700
154,795
(2,853)
6,328
673,567
(41,267)
632,300
1,455,906
86
1,591
1,457,583
7.66
$
$
$
$
$
$
$
679,856
3.59
514,085
(289,117)
256
143,960
(4,513)
16,758
381,429
(22,342)
359,087
1,038,943
92
-
1,039,035
5.48
$
$
$
$
$
$
$
651,181
3.43
133,389
(15,302)
-
37,160
(12)
792
156,027
(9,495)
146,532
797,713
21
-
797,734
4.20
$
$
$
$
$
$
$
230,742
1.22
131,910
(142,693)
-
37,275
-
4,141
30,633
(1,869)
28,764
259,506
22
-
259,528
1.37
188,837
188,353
189,013
188,537
1,064
42
230
190,173
1,166
45
-
189,564
1,055
40
-
190,108
1,107
44
-
189,688
93
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 amounts)
2016
2015
December 31,
Balance
Weighted
Average
Interest Rate
Effect of 1%
Change In
Base Rates
December 31,
Weighted
Average
Balance
Interest Rate
Consolidated debt:
Variable rate
Fixed rate
Pro rata share of debt of non-consolidated
entities (non-recourse):
Variable rate – excluding Toys "R" Us, Inc.
Variable rate – Toys "R" Us, Inc.
Fixed rate (including $671,181 and $661,513
$
$
$
of Toys "R" Us, Inc. debt in 2016 and 2015)
$
Noncontrolling interests’ share of
consolidated subsidiaries
Total change in annual net income attributable to
the Operating Partnership
Noncontrolling interests’ share of
the Operating Partnership
Total change in annual net income attributable to
Vornado
Total change in annual net income attributable to
the Operating Partnership per diluted
Class A unit
Total change in annual net income attributable to
Vornado per diluted share
3,765,054
6,949,873
10,714,927
1,109,376
1,162,072
2,791,249
5,062,697
2.40%
3.82%
3.32%
2.49%
6.05%
6.09%
5.30%
$
37,651 $
-
37,651 $
3,995,704
7,206,634
11,202,338
11,094 $
11,621
485,160
1,164,893
-
22,715 $
2,782,025
4,432,078
2.00%
4.21%
3.42%
1.97%
6.61%
6.37%
5.95%
(1,393)
58,973
(3,676)
$
55,297
$
$
0.29
0.29
We may 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. As
of December 31, 2016, we have an interest rate swap on a $412,000,000 mortgage loan that swapped the rate from LIBOR plus 1.65%
(2.27% at December 31, 2016) to a fixed rate of 4.78% through March 2018 and an interest swap on a $375,000,000 mortgage loan on
888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (2.22% at December 31, 2016) to a fixed rate of 3.15% through
December 2020.
In connection with the $700,000,000 refinancing of 770 Broadway, we entered into an interest rate swap from LIBOR plus
1.75% (2.40% at December 31, 2016) to a fixed rate of 2.56% through September 2020.
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, 2016, the estimated fair value of our consolidated debt was $10,746,000,000.
94
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Vornado Realty Trust
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2016 and 2015
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Vornado Realty L.P.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2016 and 2015
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Notes to Consolidated Financial Statements
Page
Number
96
97
98
99
100
103
105
106
107
108
109
112
114
95
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
We have audited the accompanying consolidated balance sheets of Vornado Realty Trust (the “Company”) as of December 31, 2016
and 2015, and 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, 2016. Our audits also included the financial statement schedules listed in the Index at
Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Vornado Realty
Trust at December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 13, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 13, 2017
96
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except unit, share and per share amounts)
December 31, 2016 December 31, 2015
ASSETS
Real estate, at cost:
Land
Buildings and improvements
Development costs and construction in progress
Leasehold improvements and equipment
Total
Less accumulated depreciation and amortization
Real estate, net
Cash and cash equivalents
Restricted cash
Marketable securities
Tenant and other receivables, net of allowance for doubtful accounts of $10,920 and $11,908
Investments in partially owned entities
Real estate fund investments
Receivable arising from the straight-lining of rents, net of allowance of $2,227 and $2,751
Deferred leasing costs, net of accumulated amortization of $228,862 and $218,239
Identified intangible assets, net of accumulated amortization of $207,330 and $187,360
Assets related to discontinued operations
Other assets
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net
Senior unsecured notes, net
Unsecured revolving credit facilities
Unsecured term loan, net
Accounts payable and accrued expenses
Deferred revenue
Deferred compensation plan
Liabilities related to discontinued operations
Other liabilities
Total liabilities
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 12,197,162 and 12,242,820 units outstanding
Series D cumulative redeemable preferred units - 177,101 units outstanding
Total redeemable noncontrolling interests
Vornado shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
shares; issued and outstanding 42,824,829 and 52,676,629 shares
Common shares of beneficial interest: $.04 par value per share; authorized
250,000,000 shares; issued and outstanding 189,100,876 and 188,576,853 shares
Additional capital
Earnings less than distributions
Accumulated other comprehensive income
Total Vornado shareholders' equity
Noncontrolling interests in consolidated subsidiaries
Total equity
See notes to the consolidated financial statements.
$
$
$
$
$
$
$
4,065,142
12,727,980
1,430,276
116,560
18,339,958
(3,513,574)
14,826,384
1,501,027
98,295
203,704
94,467
1,428,019
462,132
1,032,736
454,345
192,731
5,570
515,437
20,814,847
9,278,263
845,577
115,630
372,215
458,694
287,846
121,374
2,870
435,436
11,917,905
1,273,018
5,428
1,278,446
4,164,799
12,582,671
1,226,637
116,030
18,090,137
(3,418,267)
14,671,870
1,835,707
107,799
150,997
98,062
1,550,422
574,761
931,245
480,421
227,901
37,020
477,088
21,143,293
9,513,713
844,159
550,000
183,138
443,955
346,119
117,475
12,470
426,965
12,437,994
1,223,793
5,428
1,229,221
1,038,055
1,276,954
7,542
7,153,332
(1,419,382)
118,972
6,898,519
719,977
7,618,496
20,814,847
$
7,521
7,132,979
(1,766,780)
46,921
6,697,595
778,483
7,476,078
21,143,293
97
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
2016
Year Ended December 31,
2015
2014
REVENUES:
Property rentals
Tenant expense reimbursements
Fee and other income
Total revenues
EXPENSES:
Operating
Depreciation and amortization
General and administrative
Skyline properties impairment loss
Acquisition and transaction related costs
Total expenses
Operating income
(Loss) income from real estate fund investments
Income (loss) from partially owned entities
Interest and other investment income, net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially owned assets
Income before income taxes
Income tax (expense) benefit
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests in:
Consolidated subsidiaries
Operating Partnership
Net income attributable to Vornado
Preferred share dividends
Preferred share issuance costs (Series J redemption)
NET INCOME attributable to common shareholders
INCOME PER COMMON SHARE - BASIC:
Income from continuing operations, net
Income from discontinued operations, net
Net income per common share
Weighted average shares outstanding
INCOME PER COMMON SHARE - DILUTED:
Income from continuing operations, net
Income from discontinued operations, net
Net income per common share
Weighted average shares outstanding
$
$
$
$
$
$
2,103,728
260,667
141,807
2,506,202
1,024,336
565,059
179,279
160,700
26,037
1,955,411
550,791
(23,602)
165,389
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
(53,654)
906,917
(75,903)
(7,408)
823,606
4.32
0.04
4.36
188,837
4.30
0.04
4.34
$
$
$
$
$
$
2,076,586
260,976
164,705
2,502,267
1,011,249
542,952
175,307
-
12,511
1,742,019
760,248
74,081
(12,630)
26,978
(378,025)
-
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
(43,231)
760,434
(80,578)
-
679,856
3.35
0.26
3.61
188,353
3.33
0.26
3.59
$
$
$
$
$
$
1,911,487
245,819
155,206
2,312,512
953,611
481,303
169,270
-
18,435
1,622,619
689,893
163,034
(59,861)
38,752
(412,755)
-
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
(47,613)
864,852
(81,464)
-
783,388
1.23
2.95
4.18
187,572
1.22
2.93
4.15
190,173
189,564
188,690
See notes to consolidated financial statements.
98
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Net income
Other comprehensive income (loss):
Increase (reduction) in unrealized net gain on available-for-sale securities
Pro rata share of other comprehensive (loss) income of
nonconsolidated subsidiaries
Increase in value of interest rate swap and other
Comprehensive income
Less comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Vornado
2016
Year Ended December 31,
2015
$
981,922
$
859,430
$
2014
1,009,026
52,057
(55,326)
14,465
(2,739)
27,432
1,058,672
(79,704)
978,968
$
$
(327)
6,441
810,218
(96,130)
714,088
2,509
6,079
1,032,079
(145,497)
886,582
$
See notes to consolidated financial statements.
99
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
Balance, December 31, 2015
Net income attributable to Vornado
Net income attributable to
noncontrolling interests in
consolidated subsidiaries
Dividends on common shares
Dividends on preferred shares
Redemption of Series J
preferred shares
Common shares issued:
Upon redemption of Class A
units, at redemption value
Under employees' share
option plan
Under dividend reinvestment plan
Contributions
Distributions:
Real estate fund investments
Other
Conversion of Series A preferred
shares to common shares
Deferred compensation shares
and options
Increase in unrealized net gain on
available-for-sale securities
Pro rata share of other
comprehensive loss of
nonconsolidated subsidiaries
Increase in value of interest rate
swap
Adjustments to carry redeemable
Class A units at redemption value
Redeemable noncontrolling interests'
share of above adjustments
Other
Balance, December 31, 2016
Preferred Shares
Shares
Amount
52,677 $ 1,276,954
-
-
-
-
-
-
-
-
(9,850)
(238,842)
-
-
-
-
-
-
-
-
-
-
-
-
(2)
(56)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1)
42,825 $ 1,038,055
Common Shares
Additional
Earnings
Less Than
Capital
Distributions
Shares
188,577 $
Amount
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,766,780) $
906,917
46,921 $
-
778,483 $ 7,476,078
906,917
-
-
-
-
-
-
376
123
16
-
-
-
3
7
-
-
-
-
-
(1)
7,521 $ 7,132,979 $
-
-
-
-
-
-
-
-
-
-
15
36,495
6,820
1,443
-
-
-
56
-
(475,961)
(75,903)
(7,408)
-
-
-
-
-
-
-
1,788
(186)
-
-
-
(26,251)
-
2
-
-
-
-
-
(61)
5
1
-
-
-
-
-
-
-
-
-
-
-
189,101 $
7,542 $ 7,153,332 $
(1,419,382) $
-
-
-
-
-
-
-
-
-
-
-
-
52,057
(2,739)
27,434
-
21,351
-
-
21,351
(475,961)
(75,903)
-
(246,250)
-
36,510
-
-
19,749
6,825
1,444
19,749
(62,444)
(36,804)
(62,444)
(36,804)
-
-
-
-
-
-
-
1,602
52,057
(2,739)
27,434
(26,251)
(4,699)
(2)
118,972 $
-
(358)
(4,699)
(420)
719,977 $ 7,618,496
See notes to consolidated financial statements.
100
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
Balance, December 31, 2014
Net income attributable to Vornado
Net income attributable to
noncontrolling interests in
consolidated subsidiaries
Distribution of Urban Edge
Properties
Dividends on common shares
Dividends on preferred shares
Common shares issued:
Upon redemption of Class A
units, at redemption value
Under employees' share
option plan
Under dividend reinvestment plan
Contributions:
Real estate fund investments
Other
Distributions:
Real estate fund investments
Other
Conversion of Series A preferred
shares to common shares
Deferred compensation shares
and options
Reduction in unrealized net gain on
available-for-sale securities
Pro rata share of other
comprehensive loss of
nonconsolidated subsidiaries
Increase in value of interest rate
swap
Adjustments to carry redeemable
Class A units at redemption value
Redeemable noncontrolling interests'
share of above adjustments
Other
Balance, December 31, 2015
Preferred Shares
Shares
Amount
52,679 $ 1,277,026
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2)
(72)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
52,677 $ 1,276,954
Common Shares
Additional
Earnings
Less Than
Capital
Distributions
Shares
187,887 $
Amount
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,505,385) $
760,434
93,267 $
-
743,956 $ 7,489,382
760,434
-
-
-
-
-
-
452
214
14
-
-
-
-
4
6
-
-
-
-
-
-
7,493 $ 6,873,025 $
-
-
-
-
-
-
-
-
-
-
18
48,212
9
1
-
-
-
-
1
1
-
-
-
-
-
(2)
15,332
1,437
-
-
-
-
71
2,438
-
-
-
192,464
-
-
-
(464,262)
(474,751)
(80,578)
-
(2,579)
-
-
-
-
-
-
(359)
-
-
-
-
-
700
188,577 $
7,521 $ 7,132,979 $
(1,766,780) $
-
-
-
-
-
-
-
-
-
-
-
-
-
(55,326)
(327)
6,435
-
55,765
55,765
(341)
-
-
(464,603)
(474,751)
(80,578)
-
-
-
51,725
250
48,230
12,762
1,438
51,725
250
(72,114)
(525)
(72,114)
(525)
-
-
-
-
-
-
-
2,080
(55,326)
(327)
6,435
192,464
2,866
6
46,921 $
-
(233)
2,866
471
778,483 $ 7,476,078
See notes to consolidated financial statements.
101
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(Amounts in thousands)
Balance, December 31, 2013
Net income attributable to Vornado
Net income attributable to
noncontrolling interests in
consolidated subsidiaries
Dividends on common shares
Dividends on preferred shares
Common shares issued:
Upon redemption of Class A
units, at redemption value
Under employees' share
option plan
Under dividend reinvestment plan
Contributions:
Real estate fund investments
Other
Distributions:
Real estate fund investments
Other
Transfer of noncontrolling interest
in real estate fund investments
Conversion of Series A preferred
shares to common shares
Deferred compensation shares
and options
Increase in unrealized net gain on
available-for-sale securities
Pro rata share of other
comprehensive income of
nonconsolidated subsidiaries
Increase in value of interest rate
swap
Adjustments to carry redeemable
Class A units at redemption value
Redeemable noncontrolling interests'
share of above adjustments
Other
Balance, December 31, 2014
Preferred Shares
Shares
Amount
52,683 $ 1,277,225
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4)
(193)
-
-
-
-
-
-
-
-
-
-
-
-
-
(6)
52,679 $ 1,277,026
Common Shares
Additional
Earnings
Less Than
Capital
Distributions
Shares
187,285 $
Amount
-
-
-
-
271
304
17
-
-
-
-
-
5
5
-
-
-
-
-
-
7,469 $ 7,143,840 $
-
-
-
-
11
12
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27,262
17,428
1,803
-
-
-
-
-
193
5,852
-
-
-
(315,276)
-
(8,077)
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,734,839) $
864,852
71,537 $
-
829,512 $ 7,594,744
864,852
-
-
(547,831)
(81,464)
-
(3,393)
-
-
-
-
-
-
-
(340)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14,465
2,509
6,079
-
96,561
-
-
96,561
(547,831)
(81,464)
-
-
-
5,297
32,998
27,273
14,047
1,804
5,297
32,998
(182,964)
(4,463)
(182,964)
(4,463)
(33,028)
(33,028)
-
-
-
-
-
-
5,512
14,465
2,509
6,079
-
(315,276)
-
(2,370)
(1,505,385) $
(1,323)
-
93,267 $
-
43
(1,323)
(10,410)
743,956 $ 7,489,382
187,887 $
7,493 $ 6,873,025 $
See notes to consolidated financial statements.
102
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)
Net gain on extinguishment of Skyline properties debt
Distributions of income from partially owned entities
Net gain on disposition of wholly owned and partially owned assets
Equity in net (income) loss of partially owned entities
Real estate impairment losses
Straight-lining of rental income
Return of capital from real estate fund investments
Amortization of below-market leases, net
Net realized and unrealized loss (gain) on real estate fund investments
Other non-cash adjustments
Net gains on sale of real estate and other
Reversal of allowance for deferred tax assets
Defeasance cost in connection with the refinancing of mortgage payable
Changes in operating assets and liabilities:
Real estate fund investments
Tenant and other receivables, net
Prepaid assets
Other assets
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Development costs and construction in progress
Additions to real estate
Distributions of capital from partially owned entities
Proceeds from sales of real estate and related investments
Investments in partially owned entities
Acquisitions of real estate and other
Net deconsolidation of 7 West 34th Street
Investments in loans receivable and other
Purchases of marketable securities
Proceeds from the sale of marketable securities
Restricted cash
Proceeds from sales and repayments of mortgage and mezzanine loans
receivable and other
Net cash used in investing activities
Year Ended December 31,
2015
2016
2014
$
981,922 $
859,430 $
1,009,026
595,270
(487,877)
217,468
(175,735)
(165,389)
161,165
(146,787)
71,888
(53,202)
40,655
39,406
(5,074)
-
-
-
(7,459)
(8,023)
(70,120)
32,389
(19,830)
1,000,667
(606,565)
(387,545)
193,967
153,534
(127,608)
(61,464)
(42,000)
(11,700)
(4,379)
3,937
585
45
(889,193)
566,207
-
65,018
(251,821)
11,882
256
(153,668)
91,458
(79,053)
(57,752)
37,721
(65,396)
(90,030)
-
(95,010)
11,936
(14,804)
(116,157)
(33,747)
(14,320)
672,150
(490,819)
(301,413)
37,818
573,303
(235,439)
(478,215)
-
(1,000)
-
-
200,229
16,790
(678,746)
583,408
-
96,286
(13,568)
58,131
26,518
(82,800)
215,676
(46,786)
(150,139)
37,303
(507,192)
-
5,589
(3,392)
(8,282)
(8,786)
(123,435)
44,628
3,125
1,135,310
(544,187)
(279,206)
25,943
388,776
(120,639)
(211,354)
-
(30,175)
-
-
99,464
96,913
(574,465)
See notes to consolidated financial statements.
103
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Amounts in thousands)
Cash Flows from Financing Activities:
Proceeds from borrowings
Repayments of borrowings
Dividends paid on common shares
Redemption of preferred shares
Distributions to noncontrolling interests
Dividends paid on preferred shares
Debt issuance and other costs
Contributions from noncontrolling interests
Proceeds received from exercise of employee share options
Repurchase of shares related to stock compensation agreements and related
tax withholdings and other
Cash included in the spin-off of Urban Edge Properties
Purchase of marketable securities in connection with the defeasance of mortgage payable
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the Year Ended December 31,
2015
2014
2016
$
2,403,898 $
(1,894,990)
(475,961)
(246,250)
(130,590)
(80,137)
(42,157)
11,950
8,269
4,468,872 $
(2,936,578)
(474,751)
-
(102,866)
(80,578)
(66,554)
51,975
16,779
2,428,285
(1,312,258)
(547,831)
-
(220,895)
(81,468)
(58,336)
30,295
19,245
(186)
-
-
(446,154)
(334,680)
1,835,707
1,501,027 $
(7,473)
(225,000)
-
643,826
637,230
1,198,477
1,835,707 $
(3,811)
-
(198,884)
54,342
615,187
583,290
1,198,477
$
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $29,584, $48,539, and $53,139 $
368,762 $
376,620 $
443,538
Cash payments for income taxes
$
9,716 $
8,287 $
11,696
Non-Cash Investing and Financing Activities:
Decrease in assets and liabilities resulting from the disposition of Skyline properties:
Real estate, net
Mortgages payable, net
$
(189,284) $
(690,263)
- $
-
-
-
Decrease in assets and liabilities resulting from the deconsolidation of 7 West 34th Street:
Real estate, net
Mortgages payable, net
Write-off of fully depreciated assets
Accrued capital expenditures included in accounts payable and accrued expenses
Change in unrealized net gain on securities available-for-sale
Like-kind exchange of real estate:
Acquisitions
Dispositions
Adjustments to carry redeemable Class A units at redemption value
Non-cash distribution of Urban Edge Properties:
Assets
Liabilities
Equity
Transfer of interest in real estate to Pennsylvania Real Estate Investment Trust
Class A units in connection with acquisition
Financing assumed in acquisitions
Marketable securities transferred in connection with the defeasance of mortgage payable
Defeasance of mortgage payable
Elimination of a mortgage and mezzanine loan asset and liability
Transfer of interest in real estate fund to an unconsolidated joint venture
Transfer of noncontrolling interest in real estate fund
Beverly Connection seller financing
(122,047)
(290,418)
(305,679)
120,564
52,057
29,639
(29,639)
(26,251)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(167,250)
122,711
(55,326)
80,269
(213,621)
192,464
1,709,256
(1,469,659)
(239,597)
(145,313)
80,000
62,000
-
-
-
-
-
-
-
-
(121,673)
100,528
14,465
606,816
(630,352)
(315,276)
-
-
-
-
-
-
198,884
(193,406)
59,375
(58,564)
(33,028)
13,620
See notes to consolidated financial statements.
104
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Vornado Realty L.P.
New York, New York
We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and consolidated subsidiaries (the
“Partnership”) as of December 31, 2016 and 2015, and 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, 2016. Our audits also included the financial
statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility
of the Partnership’s management. Our responsibility is to express an opinion on the financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Vornado Realty
L.P. and consolidated subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Partnership’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 13, 2017 expressed an unqualified opinion on the Partnership’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 13, 2017
105
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except unit amounts)
December 31, 2016 December 31, 2015
ASSETS
Real estate, at cost:
Land
Buildings and improvements
Development costs and construction in progress
Leasehold improvements and equipment
Total
Less accumulated depreciation and amortization
Real estate, net
Cash and cash equivalents
Restricted cash
Marketable securities
Tenant and other receivables, net of allowance for doubtful accounts of $10,920 and $11,908
Investments in partially owned entities
Real estate fund investments
Receivable arising from the straight-lining of rents, net of allowance of $2,227 and $2,751
Deferred leasing costs, net of accumulated amortization of $228,862 and $218,239
Identified intangible assets, net of accumulated amortization of $207,330 and $187,360
Assets related to discontinued operations
Other assets
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
Mortgages payable, net
Senior unsecured notes, net
Unsecured revolving credit facilities
Unsecured term loan, net
Accounts payable and accrued expenses
Deferred revenue
Deferred compensation plan
Liabilities related to discontinued operations
Other liabilities
Total liabilities
Commitments and contingencies
Redeemable partnership units:
Class A units - 12,197,162 and 12,242,820 units outstanding
Series D cumulative redeemable preferred units - 177,101 units outstanding
Total redeemable partnership units
Equity:
Partners' capital
Earnings less than distributions
Accumulated other comprehensive income
Total Vornado Realty L.P. equity
Noncontrolling interests in consolidated subsidiaries
Total equity
See notes to the consolidated financial statements.
$
$
$
$
4,065,142
12,727,980
1,430,276
116,560
18,339,958
(3,513,574)
14,826,384
1,501,027
98,295
203,704
94,467
1,428,019
462,132
1,032,736
454,345
192,731
5,570
515,437
20,814,847
9,278,263
845,577
115,630
372,215
458,694
287,846
121,374
2,870
435,436
11,917,905
1,273,018
5,428
1,278,446
8,198,929
(1,419,382)
118,972
6,898,519
719,977
7,618,496
20,814,847
$
$
$
$
4,164,799
12,582,671
1,226,637
116,030
18,090,137
(3,418,267)
14,671,870
1,835,707
107,799
150,997
98,062
1,550,422
574,761
931,245
480,421
227,901
37,020
477,088
21,143,293
9,513,713
844,159
550,000
183,138
443,955
346,119
117,475
12,470
426,965
12,437,994
1,223,793
5,428
1,229,221
8,417,454
(1,766,780)
46,921
6,697,595
778,483
7,476,078
21,143,293
106
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per unit amounts)
2016
Year Ended December 31,
2015
2014
REVENUES:
Property rentals
Tenant expense reimbursements
Fee and other income
Total revenues
EXPENSES:
Operating
Depreciation and amortization
General and administrative
Skyline properties impairment loss
Acquisition and transaction related costs
Total expenses
Operating income
(Loss) income from real estate fund investments
Income (loss) from partially owned entities
Interest and other investment income, net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially owned assets
Income before income taxes
Income tax (expense) benefit
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests in consolidated
subsidiaries
Net income attributable to Vornado Realty L.P.
Preferred unit distributions
Preferred unit issuance costs (Series J redemption)
NET INCOME attributable to Class A unitholders
INCOME PER CLASS A UNIT - BASIC:
Income from continuing operations, net
Income from discontinued operations, net
Net income per Class A unit
Weighted average units outstanding
INCOME PER CLASS A UNIT - DILUTED:
Income from continuing operations, net
Income from discontinued operations, net
Net income per Class A unit
Weighted average units outstanding
$
$
$
$
$
$
2,103,728
260,667
141,807
2,506,202
1,024,336
565,059
179,279
160,700
26,037
1,955,411
550,791
(23,602)
165,389
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
960,571
(76,097)
(7,408)
877,066
4.32
0.04
4.36
200,350
4.29
0.03
4.32
$
$
$
$
$
$
2,076,586
260,976
164,705
2,502,267
1,011,249
542,952
175,307
-
12,511
1,742,019
760,248
74,081
(12,630)
26,978
(378,025)
-
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
803,665
(80,736)
-
722,929
3.35
0.26
3.61
199,309
3.31
0.26
3.57
$
$
$
$
$
$
1,911,487
245,819
155,206
2,312,512
953,611
481,303
169,270
-
18,435
1,622,619
689,893
163,034
(59,861)
38,752
(412,755)
-
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
912,465
(81,514)
-
830,951
1.22
2.95
4.17
198,213
1.21
2.93
4.14
202,017
201,158
199,813
See notes to consolidated financial statements.
107
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Net income
Other comprehensive income (loss):
Increase (reduction) in unrealized net gain on available-for-sale securities
Pro rata share of other comprehensive (loss) income of
nonconsolidated subsidiaries
Increase in value of interest rate swap and other
Comprehensive income
Less comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Vornado Realty L.P.
2016
Year Ended December 31,
2015
$
981,922
$
859,430
$
2014
1,009,026
52,057
(55,326)
14,465
(2,739)
27,432
1,058,672
(21,351)
1,037,321
$
$
(327)
6,441
810,218
(55,765)
754,453
2,509
6,079
1,032,079
(96,561)
935,518
$
See notes to consolidated financial statements.
108
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
Balance, December 31, 2015
Net income attributable to Vornado Realty L.P.
Net income attributable to redeemable
partnership units
Net income attributable to noncontrolling
interests in consolidated subsidiaries
Distributions to Vornado
Distributions to preferred unitholders
Redemption of Series J preferred units
Class A Units issued to Vornado:
Upon redemption of redeemable Class A
units, at redemption value
Under Vornado's employees' share option plan
Under Vornado's dividend reinvestment plan
Contributions
Distributions:
Real estate fund investments
Other
Conversion of Series A preferred units to
Class A units
Deferred compensation units and options
Increase in unrealized net gain on
available-for-sale securities
Pro rata share of other comprehensive loss
of nonconsolidated subsidiaries
Increase in value of interest rate swap
Adjustments to carry redeemable Class A
units at redemption value
Redeemable partnership units' share of
above adjustments
Other
Balance, December 31, 2016
Preferred Units
Units
Amount
52,677 $ 1,276,954
-
-
-
-
-
-
-
(9,850)
-
-
-
(238,842)
-
-
-
-
-
-
(2)
-
-
-
-
-
-
-
-
-
-
-
(56)
-
-
-
-
-
-
-
-
(1)
42,825 $ 1,038,055
Class A Units
Owned by Vornado
Units
Amount
Earnings
Less Than
Distributions
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,766,780) $
960,571
46,921 $
-
778,483 $ 7,476,078
960,571
-
188,577 $ 7,140,500 $
-
-
-
-
-
-
376
123
16
-
-
-
3
7
-
-
-
-
-
(1)
-
-
-
-
-
-
36,510
6,825
1,444
-
-
-
56
1,788
-
-
-
(26,251)
-
2
(53,654)
-
(475,961)
(75,903)
(7,408)
-
-
-
-
-
-
-
(186)
-
-
-
-
-
(61)
189,101 $ 7,160,874 $
(1,419,382) $
-
-
-
-
-
-
-
-
-
-
-
-
-
52,057
(2,739)
27,434
-
-
(53,654)
21,351
-
-
-
21,351
(475,961)
(75,903)
(246,250)
-
-
-
19,749
36,510
6,825
1,444
19,749
(62,444)
(36,804)
(62,444)
(36,804)
-
-
-
-
-
-
-
1,602
52,057
(2,739)
27,434
(26,251)
(4,699)
(2)
118,972 $
-
(358)
(4,699)
(420)
719,977 $ 7,618,496
See notes to consolidated financial statements.
109
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(Amounts in thousands)
Balance, December 31, 2014
Net income attributable to Vornado Realty L.P.
Net income attributable to redeemable
partnership units
Net income attributable to noncontrolling
interests in consolidated subsidiaries
Distribution of Urban Edge Properties
Distributions to Vornado
Distributions to preferred unitholders
Class A Units issued to Vornado:
Upon redemption of redeemable Class A
units, at redemption value
Under Vornado's employees' share option plan
Under Vornado's dividend reinvestment plan
Contributions:
Real estate fund investments
Other
Distributions:
Real estate fund investments
Other
Conversion of Series A preferred units to
Class A units
Deferred compensation units and options
Reduction in unrealized net gain on
available-for-sale securities
Pro rata share of other comprehensive loss
of nonconsolidated subsidiaries
Increase in value of interest rate swap
Adjustments to carry redeemable Class A
units at redemption value
Redeemable partnership units' share of
above adjustments
Other
Balance, December 31, 2015
Preferred Units
Units
Amount
52,679 $ 1,277,026
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(72)
-
-
-
-
-
-
-
-
-
52,677 $ 1,276,954
Class A Units
Owned by Vornado
Units
Amount
Earnings
Less Than
Distributions
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,505,385) $
803,665
93,267 $
-
743,956 $ 7,489,382
803,665
-
187,887 $ 6,880,518 $
-
-
-
-
-
-
-
-
-
-
-
-
452
214
14
48,230
15,341
1,438
-
-
-
-
4
6
-
-
-
-
-
-
-
-
-
-
72
2,439
-
-
-
192,464
-
(2)
(43,231)
-
(464,262)
(474,751)
(80,578)
-
(2,579)
-
-
-
-
-
-
(359)
-
-
-
-
-
700
188,577 $ 7,140,500 $
(1,766,780) $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(55,326)
(327)
6,435
-
-
(43,231)
55,765
(341)
-
-
55,765
(464,603)
(474,751)
(80,578)
-
-
-
51,725
250
48,230
12,762
1,438
51,725
250
(72,114)
(525)
(72,114)
(525)
-
-
-
-
-
-
-
2,080
(55,326)
(327)
6,435
192,464
2,866
6
46,921 $
-
(233)
2,866
471
778,483 $ 7,476,078
See notes to consolidated financial statements.
110
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
Class A Units
Owned by Vornado
Units
Amount
Earnings
Less Than
Distributions
Accumulated
Other
Non-
controlling
Interests in
Comprehensive Consolidated
Income (Loss) Subsidiaries
Total
Equity
(1,734,839) $
912,465
71,537 $
-
829,512 $ 7,594,744
912,465
-
(Amounts in thousands)
Balance, December 31, 2013
Net income attributable to Vornado Realty L.P.
Net income attributable to redeemable
partnership units
Net income attributable to noncontrolling
interests in consolidated subsidiaries
Distributions to Vornado
Distributions to preferred unitholders
Class A Units issued to Vornado
Upon redemption of redeemable Class A
units, at redemption value
Under Vornado's employees' share option plan
Under Vornado's dividend reinvestment plan
Contributions:
Real estate fund investments
Other
Distributions:
Real estate fund investments
Other
Transfer of noncontrolling interest in real estate
fund investments
Conversion of Series A preferred units to
Class A units
Deferred compensation units and options
Increase in unrealized net gain on
available-for-sale securities
Pro rata share of other comprehensive income
of nonconsolidated subsidiaries
Increase in value of interest rate swap
Adjustments to carry redeemable Class A
units at redemption value
Redeemable partnership units' share of
above adjustments
Other
Balance, December 31, 2014
Preferred Units
Units
Amount
52,683 $ 1,277,225
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(193)
-
-
-
-
-
-
-
-
(6)
52,679 $ 1,277,026
187,285 $ 7,151,309 $
-
-
-
-
-
-
-
-
-
-
271
304
17
27,273
17,440
1,804
-
-
-
-
-
5
5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(315,276)
-
(8,077)
(47,613)
-
(547,831)
(81,464)
-
(3,393)
-
-
-
-
-
-
193
5,852
-
(340)
-
-
-
-
14,465
2,509
6,079
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(47,613)
96,561
-
-
96,561
(547,831)
(81,464)
-
-
-
5,297
32,998
27,273
14,047
1,804
5,297
32,998
(182,964)
(4,463)
(182,964)
(4,463)
(33,028)
(33,028)
-
-
-
-
-
-
-
5,512
14,465
2,509
6,079
(315,276)
187,887 $ 6,880,518 $
-
(2,370)
(1,505,385) $
(1,323)
-
93,267 $
-
43
(1,323)
(10,410)
743,956 $ 7,489,382
See notes to consolidated financial statements.
111
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)
Net gain on extinguishment of Skyline properties debt
Distributions of income from partially owned entities
Net gain on disposition of wholly owned and partially owned assets
Equity in net (income) loss of partially owned entities
Real estate impairment losses
Straight-lining of rental income
Return of capital from real estate fund investments
Amortization of below-market leases, net
Net realized and unrealized loss (gain) on real estate fund investments
Other non-cash adjustments
Net gains on sale of real estate and other
Reversal of allowance for deferred tax assets
Defeasance cost in connection with the refinancing of mortgage payable
Changes in operating assets and liabilities:
Real estate fund investments
Tenant and other receivables, net
Prepaid assets
Other assets
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Development costs and construction in progress
Additions to real estate
Distributions of capital from partially owned entities
Proceeds from sales of real estate and related investments
Investments in partially owned entities
Acquisitions of real estate and other
Net deconsolidation of 7 West 34th Street
Investments in loans receivable and other
Purchases of marketable securities
Proceeds from the sale of marketable securities
Restricted cash
Proceeds from sales and repayments of mortgage and mezzanine loans
receivable and other
Net cash used in investing activities
Year Ended December 31,
2015
2016
2014
$
981,922 $
859,430 $
1,009,026
595,270
(487,877)
217,468
(175,735)
(165,389)
161,165
(146,787)
71,888
(53,202)
40,655
39,406
(5,074)
-
-
-
(7,459)
(8,023)
(70,120)
32,389
(19,830)
1,000,667
(606,565)
(387,545)
193,967
153,534
(127,608)
(61,464)
(42,000)
(11,700)
(4,379)
3,937
585
45
(889,193)
566,207
-
65,018
(251,821)
11,882
256
(153,668)
91,458
(79,053)
(57,752)
37,721
(65,396)
(90,030)
-
(95,010)
11,936
(14,804)
(116,157)
(33,747)
(14,320)
672,150
(490,819)
(301,413)
37,818
573,303
(235,439)
(478,215)
-
(1,000)
-
-
200,229
16,790
(678,746)
583,408
-
96,286
(13,568)
58,131
26,518
(82,800)
215,676
(46,786)
(150,139)
37,303
(507,192)
-
5,589
(3,392)
(8,282)
(8,786)
(123,435)
44,628
3,125
1,135,310
(544,187)
(279,206)
25,943
388,776
(120,639)
(211,354)
-
(30,175)
-
-
99,464
96,913
(574,465)
See notes to consolidated financial statements.
112
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Amounts in thousands)
Cash Flows from Financing Activities:
Proceeds from borrowings
Repayments of borrowings
Distributions to Vornado
Redemption of preferred units
Distributions to redeemable security holders and noncontrolling interests in
consolidated subsidiaries
Distributions to preferred unitholders
Debt issuance and other costs
Contributions from noncontrolling interests in consolidated subsidiaries
Proceeds received from exercise of Vornado stock options
Repurchase of Class A units related to stock compensation agreements and related
tax withholdings and other
Cash included in the spin-off of Urban Edge Properties
Purchase of marketable securities in connection with the defeasance of mortgage payable
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the Year Ended December 31,
2015
2014
2016
$
2,403,898 $
(1,894,990)
(475,961)
(246,250)
4,468,872 $
(2,936,578)
(474,751)
-
2,428,285
(1,312,258)
(547,831)
-
(130,590)
(80,137)
(42,157)
11,950
8,269
(102,866)
(80,578)
(66,554)
51,975
16,779
(220,895)
(81,468)
(58,336)
30,295
19,245
(186)
-
-
(446,154)
(334,680)
1,835,707
1,501,027 $
(7,473)
(225,000)
-
643,826
637,230
1,198,477
1,835,707 $
(3,811)
-
(198,884)
54,342
615,187
583,290
1,198,477
$
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $29,584, $48,539, and $53,139 $
368,762 $
376,620 $
443,538
Cash payments for income taxes
$
9,716 $
8,287 $
11,696
Non-Cash Investing and Financing Activities:
Decrease in assets and liabilities resulting from the disposition of Skyline properties:
Real estate, net
Mortgages payable, net
$
(189,284) $
(690,263)
- $
-
-
-
Decrease in assets and liabilities resulting from the deconsolidation of 7 West 34th Street:
Real estate, net
Mortgages payable, net
Write-off of fully depreciated assets
Accrued capital expenditures included in accounts payable and accrued expenses
Change in unrealized net gain on securities available-for-sale
Like-kind exchange of real estate:
Acquisitions
Dispositions
Adjustments to carry redeemable Class A units at redemption value
Non-cash distribution of Urban Edge Properties:
Assets
Liabilities
Equity
Transfer of interest in real estate to Pennsylvania Real Estate Investment Trust
Class A units in connection with acquisition
Financing assumed in acquisitions
Marketable securities transferred in connection with the defeasance of mortgage payable
Defeasance of mortgage payable
Elimination of a mortgage and mezzanine loan asset and liability
Transfer of interest in real estate fund to an unconsolidated joint venture
Transfer of noncontrolling interest in real estate fund
Beverly Connection seller financing
(122,047)
(290,418)
(305,679)
120,564
52,057
29,639
(29,639)
(26,251)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(167,250)
122,711
(55,326)
80,269
(213,621)
192,464
1,709,256
(1,469,659)
(239,597)
(145,313)
80,000
62,000
-
-
-
-
-
-
-
-
(121,673)
100,528
14,465
606,816
(630,352)
(315,276)
-
-
-
-
-
-
198,884
(193,406)
59,375
(58,564)
(33,028)
13,620
See notes to consolidated financial statements.
113
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., a Delaware limited partnership (the “Operating
Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is 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 93.7% of the common limited partnership interest in the Operating Partnership
as of December 31, 2016. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating
Partnership and those entities/subsidiaries consolidated by Vornado.
On October 31, 2016, Vornado’s Board of Trustees approved the tax-free spin-off of our Washington, DC segment and we
entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a
Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado,
will be Chairman of the Board of Trustees of the new company, which will be named JBG SMITH Properties. Mitchell Schear,
President of our Washington, DC business, will be a member of the Board of Trustees of the new company. The pro rata distribution
to Vornado common shareholders and Class A Operating Partnership unitholders is intended to be treated as a tax-free spin-off for
U.S. federal income tax purposes. It is expected to be made on a pro rata 1:2 basis. The initial Form 10 registration statement relating
to the spin-off and merger was filed with the SEC on January 23, 2017 and the distribution and combination are expected to be
completed in the second quarter of 2017. The distribution and combination are subject to certain conditions, including the SEC
declaring the Form 10 registration statement effective, filing and approval of the new company’s listing application, receipt of
regulatory approvals and third party consents by each of the Company and JBG, and formal declaration of the distribution by
Vornado’s Board of Trustees. The distribution and combination are not subject to a vote by Vornado’s shareholders or Operating
Partnership unitholders. Vornado’s Board of Trustees has approved the transaction. JBG has obtained all requisite approvals from its
investment funds for this transaction. There can be no assurance that this transaction will be completed.
We currently own all or portions of:
New York:
•
•
•
20.2 million square feet of Manhattan office space in 36 properties;
2.7 million square feet of Manhattan street retail space in 70 properties;
2,004 units in twelve residential properties;
• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn Plaza district;
• A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York
metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building;
Washington, DC:
•
•
11.1 million square feet of office space in 44 properties;
3,156 units in nine residential properties;
Other Real Estate and Related Investments:
• The 3.7 million square foot Mart (“theMART”) 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, known as the Bank of America Center;
• A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the
fund;
• A 32.5% interest in Toys “R” Us, Inc. (“Toys”); and
• Other real estate and other investments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
Recently Issued Accounting Literature
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update ("ASU 2014-09") establishing Accounting
Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09 establishes a single
comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the
existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services and also requires certain additional disclosures. In August 2015, the FASB issued an update (“ASU 2015-14”) to ASC
606, Deferral of the Effective Date, which defers the adoption of ASU 2014-09 to interim and annual reporting periods in fiscal years
that begin after December 15, 2017. In March 2016, the FASB issued an update (“ASU 2016-08”) to ASC 606, Principal versus
Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent
considerations in the new revenue recognition standard pursuant to ASU 2014-09. In April 2016, the FASB issued an update (“ASU
2016-10”) to ASC 606, Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying
performance obligations and licensing implementation guidance contained in ASU 2014-09. In May 2016, the FASB issued an update
(“ASU 2016-12”) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of the new
revenue recognition standard pursuant to ASU 2014-09. We are permitted to use either the retrospective or the modified retrospective
method when adopting these standards. We are evaluating the impact of the adoption of these standards on our consolidated financial
statements and have not yet concluded on the method of adoption.
In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation (“ASC
718”). ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based
award has ended, as a performance condition that affects vesting. ASU 2014-12 is effective for interim and annual reporting periods
in fiscal years that began after December 15, 2015. The adoption of this update as of January 1, 2016, did not have any impact on our
consolidated financial statements.
In February 2015, the FASB issued an update (“ASU 2015-02”) Amendments to the Consolidation Analysis to ASC Topic 810,
Consolidation. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal
entities. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable
interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited
partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception
for certain entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The
adoption of this update on January 1, 2016 resulted in the identification of additional VIEs, but did not have an impact on our
consolidated financial statements other than additional disclosures (see Note 11 - Variable Interest Entities).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Basis of Presentation and Significant Accounting Policies – continued
Recently Issued Accounting Literature - continued
In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial
Liabilities to ASC Topic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation
and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in
fair value recognized in net income. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after
December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial
statements.
In February 2016, the FASB issued (“ASU 2016-02”) Leases, which sets out the principles for the recognition, measurement,
presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying
leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed
purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months.
Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize
expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. ASU 2016-02 will
more significantly impact the accounting for leases in which we are a lessee. We have a number of ground leases for which we will be
required to record a right-of-use asset and lease liability upon adoption of this standard. ASU 2016-02 is effective for reporting
periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of
ASU 2016-02 on our consolidated financial statements, including the timing of adopting this standard.
In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to
ASC 718. ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax
consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is
effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. We are currently evaluating the
impact of the adoption of ASU 2016-09 on our consolidated financial statements.
In August 2016, the FASB issued an update (“ASU 2016-15”) Classification of Certain Cash Receipts and Cash Payments to
ASC Topic 230, Statement of Cash Flows. ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments
in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii)
settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the
effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from
the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned
life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization
transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for
interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption
of this update is not expected to have a significant impact on our consolidated financial statements.
In November 2016, the FASB issued an update (“ASU 2016-18”) Restricted Cash to ASC Topic 230, Statement of Cash
Flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents,
and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will
be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period balances on the statement of
cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning
after December 15, 2017, with early adoption permitted.
In January 2017, the FASB issued an update (“ASU 2017-01”) Clarifying the Definition of a Business to ASC Topic 805,
Business Combinations. ASU 2017-01 provides a screen to determine when an asset acquired or group of assets acquired is not a
business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated
in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of
transactions that need to be further evaluated. ASU 2017-01 is effective for interim and annual reporting periods in fiscal years
beginning after December 15, 2017. We have elected to early adopt this standard, effective as of October 1, 2016, for all future
acquisitions. The adoption of this standard will result in less real estate acquisitions qualifying as businesses and, accordingly,
acquisition costs for those acquisitions that are not businesses will be capitalized rather than expensed. There was no impact of the
adoption of this standard in the fourth quarter of 2016, as there have been no acquisitions.
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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
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 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 redeveloped property, the excess is
charged to expense. Depreciation is recognized on a straight-line basis over estimated useful lives 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. Additions to real estate include interest and debt expense capitalized during construction of $34,097,000 and $59,305,000 for
the years ended December 31, 2016 and 2015, respectively.
Upon the acquisition of real estate that meets the criteria of a business under ASU 2017-01, 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. 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 record acquired intangible assets (including acquired above-market leases, acquired in-
place leases and tenant relationships) and acquired intangible liabilities (including below–market leases) at their estimated fair value
separate and apart from goodwill. 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 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 our
current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the
projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be
different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is
subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ
materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
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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 factors such as ownership interest, board representation, management representation, authority to make decisions, and
contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity
(“VIE”) and whether we are the primary beneficiary. 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 entity is not considered a VIE and the approval of all of the partners/members is contractually required with respect to major
decisions, such as operating and capital budgets, the sale, exchange or other disposition of real property, the hiring of a chief executive
officer, the commencement, compromise or settlement of any lawsuit, legal proceeding or arbitration or the placement of new or
additional financing secured by assets of the venture. 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. Investments that do not qualify for consolidation or equity method accounting are accounted for on the cost method.
Investments in 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 measured based on the excess of the carrying amount of an
investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available
information at the time the analyses are prepared. In the years ended December 31, 2016, 2015 and 2014, we recognized non-cash
impairment losses on investments in partially owned entities aggregating $20,290,000, $21,260,000 and $85,459,000, respectively.
Included in 2014 is a $75,196,000 impairment loss related to our investment in Toys.
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, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service
(“CDARS”). To date, we have not experienced any losses on our invested cash.
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 for
debt service, real estate taxes, property insurance and capital improvements.
Allowance for Doubtful Accounts: We periodically evaluate the collectability of amounts due from tenants and maintain an
allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease
agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. These receivables arise from
earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing
these allowances and considers payment history and current credit status in developing these estimates. As of December 31, 2016 and
2015, we had $10,920,000 and $11,908,000, respectively, in allowances for doubtful accounts. In addition, as of December 31, 2016
and 2015, we had $2,227,000 and $2,751,000, respectively, in allowances for receivables arising from the straight-lining of rents.
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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
Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of
interest expense. Direct 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.
Revenue Recognition: We have the following revenue sources and revenue recognition policies:
• Base Rent — income arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases
on a straight-line basis which includes the effects of rent steps and rent abatements under the leases. We commence rental
revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its
intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are
owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the
lease.
•
Percentage Rent — income arising from retail tenant leases that is contingent upon tenant sales exceeding defined thresholds.
These rents are recognized only after the contingency has been removed (i.e., when tenant sales thresholds have been
achieved).
• Hotel Revenue — income arising from the operation of the Hotel Pennsylvania which consists of rooms revenue, food and
beverage revenue, and banquet revenue. Income is recognized when rooms are occupied. Food and beverage and banquet
revenue is recognized when the services have been rendered.
• Trade Shows Revenue — income arising from the operation of trade shows, including rentals of booths. This revenue is
recognized when the trade shows have occurred.
• Expense Reimbursements — revenue arising from tenant leases which provide for the recovery of all or a portion of the
operating expenses and real estate taxes of the respective property. This revenue is recognized in the same periods as the
expenses are incurred.
• Management, Leasing and Other Fees — income arising from contractual agreements with third parties or with partially
owned entities. This revenue is recognized as the related services are performed under the respective agreements.
Derivative Instruments and Hedging Activities: ASC 815, Derivatives and Hedging, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging
activities. As of December 31, 2016 and 2015, our derivative instruments consisted of two and one interest rate swaps, respectively.
We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the
intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an
asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are
considered cash flow hedges.
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the
hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair
value of the derivative is initially reported in other comprehensive income (loss) (outside of earnings) and subsequently reclassified to
earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is
recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or
cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or
transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.
119
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 taxable income and
therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2016, were
characterized, for federal income tax purposes, as 83.5% ordinary income and 16.5% long-term capital gain. Dividends distributed for
the year ended December 31, 2015, were characterized, for federal income tax purposes, as long-term capital gain income. Dividends
distributed for the year ended December 31, 2014, were characterized, for federal income tax purposes, as ordinary income.
The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax
returns. 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. Our taxable REIT subsidiaries had a combined current income
tax expense of approximately $7,946,000, $8,322,000 and $10,777,000 for the years ended December 31, 2016, 2015 and 2014,
respectively, and have immaterial differences between the financial reporting and tax basis of assets and liabilities.
At December 31, 2016 and 2015, our taxable REIT subsidiaries had deferred tax assets related to net operating loss carryforwards
of $98,013,000 and $97,104,000, respectively, which are included in “other assets” on our consolidated balance sheets. Prior to the
quarter ended June 30, 2015, there was a full valuation allowance against these deferred tax assets because we had not determined that
it is more-likely-than-not that we would use the net operating loss carryforwards to offset future taxable income. In our quarter ended
June 30, 2015, based upon residential condominium unit sales, among other factors, we concluded that it was more-likely-than-not
that we will generate sufficient taxable income to realize these deferred tax assets. Accordingly, we reversed $90,030,000 of the
allowance for deferred tax assets and recognized an income tax benefit in our consolidated statements of income.
The following table reconciles net income attributable to Vornado common shareholders to estimated taxable income for the
years ended December 31, 2016, 2015 and 2014.
(Amounts in thousands)
Net income attributable to Vornado common shareholders
Book to tax differences (unaudited):
Net gain on extinguishment of Skyline properties debt
Depreciation and amortization
Impairment losses
Earnings of partially owned entities
Straight-line rent adjustments
Sale of real estate and other capital transactions
Vornado stock options
Tangible Property Regulations
Other, net
2016
For the Year Ended December 31,
2015
2014
$
823,606
$
679,856
$
783,388
(457,970)
302,092
170,332
(149,094)
(137,941)
(39,109)
(3,593)
-
9,121
517,444
$
-
227,297
20,281
(5,299)
(144,727)
320,326
(8,278)
(575,618) (1)
(26,114)
487,724
$
-
219,403
34,670
71,960
(77,526)
(477,061)
(9,566)
-
(33,410)
511,858
Estimated taxable income (unaudited)
$
(1) Represents one-time deductions pursuant to the implementation of the Tangible Property Regulations issued by the Internal Revenue Service.
The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $3.7 billion lower than the amounts reported
in Vornado’s consolidated balance sheet at December 31, 2016.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. 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, which has an eight-year term and a three-year investment period that ended in July 2013. During the investment
period, the Fund was our exclusive investment vehicle for all investments that fit within its investment parameters, as defined. The
Fund is accounted for under ASC 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.
We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne
Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square
Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts
of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.
At December 31, 2016, we had six real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an
aggregate fair value of $462,132,000, or $153,197,000 in excess of cost, and had remaining unfunded commitments of $117,907,000,
of which our share was $34,422,000. At December 31, 2015, we had six real estate fund investments with an aggregate fair value of
$574,761,000.
Below is a summary of income from the Fund and the Crowne Plaza Joint Venture for the years ended December 31, 2016, 2015
and 2014.
(Amounts in thousands)
Net investment income
Net realized gain on exited investments
Previously recorded unrealized gain on exited investment
Net unrealized (loss) gain on held investments
(Loss) income from real estate fund investments
Less loss (income) attributable to noncontrolling interests in consolidated
$
For the Year Ended December 31,
2015
2014
2016
$
17,053
14,761
(14,254)
(41,162)
(23,602)
16,329 $
26,036
(23,279)
54,995
74,081
12,895
126,653
(50,316)
73,802
163,034
subsidiaries
2,560
(40,117)
(92,728)
(Loss) income from real estate fund investments attributable to the
Operating Partnership(1)
Less loss (income) attributable to noncontrolling interests in the Operating
Partnership
(Loss) income from real estate fund investments attributable to Vornado
$
(21,042)
33,964
70,306
1,270
(19,772)
$
(2,011)
31,953 $
(4,047)
66,259
(1) Excludes $3,831, $2,939, and $2,562 of management and leasing fees in the years ended December 31, 2016, 2015 and 2014, respectively,
which are included as a component of "fee and other income" on our consolidated statements of income.
On March 25, 2015, the Fund completed the sale of 520 Broadway in Santa Monica, CA for $91,650,000. The Fund realized a
$23,768,000 net gain over the holding period.
On January 20, 2015, we co-invested with the Fund and one of the Fund’s limited partners to buy out the Fund’s joint venture
partner’s 57.1% interest in the Crowne Plaza Times Square Hotel. The purchase price for the 57.1% interest was approximately
$95,000,000 (our share $39,000,000) which valued the property at approximately $480,000,000. The property is encumbered by a
$310,000,000 mortgage loan bearing interest at LIBOR plus 2.80% and maturing in December 2018 with a one-year extension option.
Our aggregate ownership interest in the property increased to 33% from 11%.
On August 21, 2014, the Fund and its 50% joint venture partner completed the sale of The Shops at Georgetown Park, a 305,000
square foot retail property, for $272,500,000. From the inception of this investment through its disposition, the Fund realized a
$51,124,000 net gain.
On June 26, 2014, the Fund sold its 64.7% interest in One Park Avenue to a newly formed joint venture that we and an
institutional investor own 55% and 45%, respectively. This transaction was based on a property value of $560,000,000. From the
inception of this investment through its disposition, the Fund realized a $75,529,000 net gain.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Marketable Securities
Our portfolio of marketable securities is comprised of equity securities that are classified as available-for-sale. Available-for-sale
securities are presented on our consolidated balance sheets at fair value. Unrealized gains and losses resulting from the mark-to-
market of these securities are included in “other comprehensive income (loss).” Realized gains and losses are recognized in earnings
only upon the sale of the securities and are recorded based on the weighted average cost of such securities.
We evaluate our portfolio of marketable securities for impairment each reporting period. For each of the securities in our
portfolio with unrealized losses, we review the underlying cause of the decline in value and the estimated recovery period, as well as
the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold these investments for a
reasonable period of time sufficient for us to recover our cost basis. We also evaluate the near-term prospects for each of these
investments in relation to the severity and duration of the decline.
Below is a summary of our marketable securities portfolio as of December 31, 2016 and 2015.
(Amounts in thousands)
Equity securities:
Lexington Realty Trust
Other
As of December 31, 2016
GAAP
Cost
Unrealized
Gain
Fair Value
As of December 31, 2015
GAAP
Cost
Unrealized
Gain
Fair Value
$
$
199,465 $
4,239
203,704 $
72,549
650
73,199
$
$
126,916 $
3,589
130,505 $
147,752
3,245
150,997
$
$
72,549 $
-
72,549 $
75,203
3,245
78,448
122
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Investments in Partially Owned Entities
Alexander’s, Inc.
As of December 31, 2016, 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, 2016 and 2015, Alexander’s owed us an aggregate of $1,070,000 and $8,551,000,
respectively, pursuant to such agreements.
As of December 31, 2016 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on
Alexander’s December 31, 2016 closing share price of $426.87, was $706,072,000, or $576,748,000 in excess of the carrying amount
on our consolidated balance sheet. As of December 31, 2016, the carrying amount of our investment in Alexander’s exceeds our share
of the equity in the net assets of Alexander’s by approximately $39,723,000. 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. The basis
difference related to the land will be recognized upon disposition of our investment.
Management, Development and Leasing Agreements
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) $297,000, 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.
On December 22, 2014, the leasing agreements with Alexander’s were amended to eliminate the annual installment cap of
$4,000,000. In addition, Alexander’s repaid to us the outstanding balance of $40,353,000.
Other Agreements
Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services
at Alexander’s 731 Lexington Avenue property and (ii) security services at Alexander’s Rego Park I and Rego Park II properties.
During the years ended December 31, 2016, 2015 and 2014, we recognized $2,583,000, $2,221,000 and $2,318,000 of income,
respectively, for these services.
123
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Investments in Partially Owned Entities – continued
Urban Edge Properties (“UE”) (NYSE: UE)
On January 15, 2015, we completed the spin-off of UE as a separate public company. As of December 31, 2016, we own
5,717,184 UE operating partnership units, representing a 5.4% ownership interest in UE. We account for our investment in UE under
the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. As of December 31, 2016, the fair value
of our investment in UE, based on UE’s December 31, 2016 closing share price of $27.51, was $157,280,000, or $132,757,000 in
excess of the carrying amount on our consolidated balance sheet. See Note 21 – Related Party Transactions for details of our
relationship with UE.
Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)
As of December 31, 2016, we own 6,250,000 PREIT operating partnership units, representing an 8.0% interest in PREIT. We
account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag
basis. As of December 31, 2016, the fair value of our investment in PREIT, based on PREIT’s December 31, 2016 closing share price
of $18.96, was $118,500,000, or $4,383,000 below the carrying amount on our consolidated balance sheet. As of December 31, 2016,
the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately
$63,750,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received
over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates
of the fair values of PREIT’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 PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.
One Park Avenue
On March 7, 2016, the joint venture, in which we have a 55% ownership interest, completed a $300,000,000 refinancing of One
Park Avenue, a 949,000 square foot Manhattan office building. The loan matures in March 2021 and is interest only at LIBOR plus
1.75% (2.40% at December 31, 2016). The property was previously encumbered by a 4.995%, $250,000,000 mortgage which
matured in March 2016.
Mezzanine Loan – New York
On March 17, 2016, we entered into a joint venture, in which we own a 33.3% interest, which owns a $150,000,000 mezzanine
loan with an interest rate of LIBOR plus 8.88% and an initial maturity date in November 2016, with two three-month extension
options. On November 9, 2016, the mezzanine loan was extended to May 2017 with an interest rate of LIBOR plus 9.42% (10.08% at
December 31, 2016) during the extension period. As of December 31, 2016, the joint venture has fully funded its commitments. The
joint venture’s investment is subordinate to $350,000,000 of third party debt. We account for our investment in the joint venture
under the equity method.
124
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Investments in Partially Owned Entities – continued
The Warner Building
On May 6, 2016, the joint venture, in which we have a 55% ownership interest, completed a $273,000,000 refinancing of The
Warner Building, a 622,000 square foot Washington, DC office building. The loan matures in June 2023, has a fixed rate of 3.65%, is
interest only for the first two years and amortizes based on a 30-year schedule beginning in year three. The property was previously
encumbered by a 6.26%, $293,000,000 mortgage which matured in May 2016.
280 Park Avenue
On May 11, 2016, the joint venture, in which we have a 50% ownership interest, completed a $900,000,000 refinancing of 280
Park Avenue, a 1,249,000 square foot Manhattan office building. The three-year loan with four one-year extensions is interest only at
LIBOR plus 2.00% (2.66% at December 31, 2016). The property was previously encumbered by a 6.35%, $721,000,000 mortgage
which was scheduled to mature in June 2016.
7 West 34th Street
On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street, a 479,000 square foot Manhattan
office building leased to Amazon. The ten-year loan is interest only at a fixed rate of 3.65% and matures in June 2026. Subsequently,
on May 27, 2016, we sold a 47% ownership interest in this property and retained the remaining 53% interest. This transaction was
based on a property value of approximately $561,000,000 or $1,176 per square foot. We received net proceeds of $127,382,000 from
the sale and realized a net gain of $203,324,000, of which $159,511,000 was recognized in the second quarter of 2016 and is included
in “net gain on disposition of wholly owned and partially owned assets” in our consolidated statements of income. The remaining net
gain of $43,813,000 has been deferred until our guarantee of payment of loan principal and interest is removed or the loan is repaid.
We realized a net tax gain of $90,017,000. We continue to manage and lease the property. We share control over major decisions
with our joint venture partner. Accordingly, this property is accounted for under the equity method from the date of sale.
606 Broadway
On May 20, 2016, we contributed $19,650,000 for a 50.0% equity interest in a joint venture that will develop 606 Broadway, a
34,000 square foot office and retail building, located on Houston Street in Manhattan. The development cost of this project is
estimated to be approximately $104,000,000. At closing, the joint venture obtained a $65,000,000 construction loan, of which
approximately $25,800,000 was outstanding at December 31, 2016. The loan, which bears interest at LIBOR plus 3.00% (3.66% at
December 31, 2016), matures in May 2019 with two one-year extension options. Because this joint venture is a VIE and we
determined we are the primary beneficiary, we consolidate the accounts of this joint venture from the date of our investment.
50-70 West 93rd Street
On August 3, 2016, the joint venture, in which we have 49.9% ownership interest, completed an $80,000,000 refinancing of 50-
70 West 93rd Street, a 326 unit Manhattan residential complex. The three-year loan with two one-year extensions is interest only at
LIBOR plus 1.70% (2.40% at December 31, 2016). The property was previously encumbered by a $44,980,000 first mortgage at
LIBOR plus 1.90% and an $18,481,000 second mortgage at LIBOR plus 1.65%, which were scheduled to mature in September 2016.
125
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Investments in Partially Owned Entities – continued
85 Tenth Avenue
In 2007, we made $50,000,000 of junior and senior mezzanine loans to the owner of 85 Tenth Avenue, a 626,000 square foot
Manhattan office building. The loans were secured by equity interests in the property. In connection with the loans, we received the
right to acquire a 49.9% equity interest in the property upon repayment of the loans. Pursuant to ASC 310-10-25-14, we accounted for
our investment as an investment in real estate under the equity method. In February 2013, through a joint venture with an affiliate of
the owner of 85 Tenth Avenue, we invested an additional $14,583,000 in senior mezzanine loans. In August 2014, we made an
$8,413,000 preferred equity investment in the owner of 85 Tenth Avenue, bringing our total cash investment in 85 Tenth Owner to
$72,996,000.
As of December 1, 2016, our share of the net losses of 85 Tenth Avenue reduced our basis to $30,936,000. On December 1,
2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55% $625,000,000 refinancing of the property and we received net
proceeds of $191,779,000 in repayment of our existing loans and preferred equity investments. We recognized $160,843,000 of
income and no tax gain as a result of this transaction. In conjunction with the repayment of the loans, we exercised our right to
receive a 49.9% interest in the property, which we are accounting for under the equity method.
Fairfax Square
On December 19, 2016, we completed the sale of our 20% interest in Fairfax Square to our joint venture partner for $15,500,000,
which resulted in a net gain of approximately $15,302,000.
Below is a summary of our investments in partially owned entities.
(Amounts in thousands)
Investments:
Partially owned office buildings(1)
Alexander’s
PREIT
India real estate ventures
UE
Other investments(2)
Percentage
Ownership at
December 31, 2016
As of December 31,
2016
2015
Various
32.4%
8.0%
4.1%-36.5%
5.4%
Various
$
$
797,205
129,324
122,883
30,290
24,523
323,794
1,428,019
$
$
947,883
133,568
133,375
48,310
25,351
261,935
1,550,422
(1)
(2)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 85 Tenth
Avenue, 512 West 22nd Street and others.
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street and others.
126
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 our income (loss) from partially owned entities.
(Amounts in thousands)
Our Share of Net Income (Loss):
85 Tenth Avenue (see page 126 for details):
Income from the repayment of loans and preferred equity
Equity in net income (loss)
Alexander's:
Equity in net income
Management, leasing and development fees
UE (see page 124 for details):
Equity in net income
Management fees
Toys:
Equity in net loss(1)
Non-cash impairment losses
Management fees
Partially owned office buildings(2)
India real estate ventures(3)
Percentage
Ownership at
December 31, 2016
For the Year Ended December 31,
2014
2015
2016
49.9%
$
160,843 $
- $
17,229
178,072
(1,015)
(1,015)
32.4%
5.4%
32.5%
27,470
6,770
34,240
24,209
6,869
31,078
5,003
836
5,839
-
-
2,000
2,000
2,430
1,964
4,394
-
-
2,500
2,500
-
(6,231)
(6,231)
21,287
8,722
30,009
-
-
-
(4,691)
(75,196)
6,331
(73,556)
Various
(42,100)
(23,556)
93
4.1%-36.5%
(18,122)
(18,746)
(8,309)
PREIT (see page 124 for details)
8.0%
(5,213)
(7,450)
-
Other investments(4)
Various
10,673
165
(1,867)
$
165,389 $
(12,630) $
(59,861)
(1) Pursuant to Rule 4-08(g) of Regulation S-X, in 2014 Toys was considered a significant subsidiary where as in 2016 and 2015 it was not. For
(2)
(3)
(4)
the twelve months ended November 1, 2014, Toys’ total revenue was $12,645,000 and net loss attributable to Toys was $343,000.
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West
22nd Street and others. In 2016 and 2015, we recognized net losses of $47,000 and $39,600, respectively, from our 666 Fifth Avenue (Office)
joint venture as a result of our share of depreciation expense. In 2015, we recognized our $12,800 share of a write-off of a below-market lease
liability related to a tenant vacating at 650 Madison Avenue. In 2014, we recognized our $14,500 share of accelerated depreciation from our
West 57th Street joint ventures in connection with the change in estimated useful life of those properties.
Includes non-cash impairment losses of $13,962, $14,806 and $5,771, respectively.
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street and others. In 2014, we recognized
a $10,263 non-cash charge comprised of a $5,959 impairment loss and a $4,304 loan loss reserve on our equity and debt investments in Suffolk
Downs.
127
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 as of December 31, 2016 and 2015, none of which is recourse to
us.
(Amounts in thousands)
Toys:
Percentage
Ownership at
December 31,
2016
Maturity
Interest
Rate at
December 31,
2016
100% Partially Owned Entities’
Debt at December 31,
2015
2016
Notes, loans and mortgages payable
32.5%
2017-2021
7.28%
$
5,640,779 $
5,619,710
Partially owned office buildings(1):
Mortgages payable
PREIT:
Mortgages payable
UE:
Mortgages payable
Alexander's:
Mortgages payable
85 Tenth Avenue:
Mortgages payable
Various
2017-2026
4.43%
4,341,056
3,771,255
8.0%
2017-2025
3.77%
1,747,543
1,852,270
5.4%
2018-2034
4.19%
1,209,994
1,246,155
32.4%
2018-2022
2.01%
1,056,147
1,053,262
49.9%
2026
4.55%
625,000
-
India Real Estate Ventures:
TCG Urban Infrastructure Holdings mortgages
payable
Other(2):
Mortgages payable
25.0%
2017-2033
11.98%
187,296
185,607
Various
2017-2023
4.20%
1,277,632
1,316,641
(1)
(2)
Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street
and others.
Includes Independence Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street 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 $5,062,697,000 and $4,432,078,000 as of December 31, 2016 and 2015, respectively.
Summary of Condensed Combined Financial Information
The following is a summary of condensed combined financial information for all of our partially owned entities, including Toys
and Alexander’s, as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014.
(Amounts in thousands)
Balance Sheet:
Assets
Liabilities
Noncontrolling interests
Equity
(Amounts in thousands)
Income Statement:
Total revenue
Net loss
Balance as of December 31,
2016
2015
$
24,926,000 $
21,357,000
265,000
3,305,000
25,526,000
21,162,000
146,000
4,218,000
2016
For the Year Ended December 31,
2015
2014
$
13,600,000 $
(65,000)
13,423,000 $
(224,000)
13,620,000
(434,000)
128
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Dispositions
New York
On December 22, 2015, we completed the sale of 20 Broad Street, a 473,000 square foot office building in Manhattan for an
aggregate consideration of $200,000,000. The total income from this transaction was approximately $157,000,000 comprised of
approximately $142,000,000 from the gain on sale and $15,000,000 of lease termination income set forth in Note 14 – Fee and Other
Income.
On December 18, 2014, we completed the sale of 1740 Broadway, a 601,000 square foot office building in Manhattan for
$605,000,000. The sale resulted in net proceeds of approximately $580,000,000, after closing costs, and resulted in a financial
statement gain of approximately $441,000,000. The tax gain of approximately $484,000,000, was deferred in like-kind exchanges,
primarily for the acquisition of the St. Regis Fifth Avenue retail.
Washington, DC
On September 9, 2015, we completed the sale of 1750 Pennsylvania Avenue, NW, a 278,000 square foot office building in
Washington, DC for $182,000,000, resulting in a net gain of approximately $102,000,000 which is included in “net gain on
disposition of wholly owned and partially owned assets” on our consolidated statement of income. The tax gain of approximately
$137,000,000 was deferred as part of a like-kind exchange. We are managing the property on behalf of the new owner.
Discontinued Operations
On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers,
three malls, a warehouse park and $225,000,000 of cash to UE. In addition, we completed the following retail property sales,
substantially completing the exit of the retail strips and malls business.
On March 13, 2015, we sold our Geary Street, CA lease for $34,189,000, which resulted in a net gain of $21,376,000.
On March 31, 2015, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield,
Fairfax County, Virginia, to PREIT in exchange for $485,313,000, comprised of $340,000,000 of cash and 6,250,000 of PREIT
operating partnership units (valued at $145,313,000 or $23.25 per PREIT unit). The financial statement gain was $7,823,000, of
which $7,192,000 was recognized in the first quarter of 2015 and the remaining $631,000 was deferred based on our ownership
interest in PREIT. On March 31, 2018, we will be entitled to additional consideration of 50% of the increase in the value of
Springfield Town Center, if any, over $465,000,000, calculated utilizing a 5.5% capitalization rate. In the first quarter of 2014, we
recorded a non-cash impairment loss of $20,000,000 on Springfield Town Center which is included in “income from discontinued
operations” on our consolidated statements of income.
On August 6, 2015, we sold our 50% interest in the Monmouth Mall in Eatontown, NJ to our joint venture partner for
$38,000,000, valuing the property at approximately $229,000,000, which resulted in a net gain of $33,153,000.
On February 24, 2014, we completed the sale of Broadway Mall in Hicksville, Long Island, New York, for $94,000,000. The sale
resulted in net proceeds of $92,174,000 after closing costs.
On July 8, 2014, we completed the sale of Beverly Connection, a 335,000 square foot power shopping center in Los Angeles,
California, for $260,000,000, of which $239,000,000 was cash and $21,000,000 was 10-year mezzanine seller financing. The sale
resulted in a net gain of $44,155,000.
In 2014, we also sold six strip shopping centers, in separate transactions, for an aggregate of $66,410,000 in cash, which resulted
in a net gain aggregating $22,500,000.
129
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Dispositions - continued
In accordance with the provisions of ASC 360, Property, Plant, and Equipment, we have reclassified the revenues and expenses
of our strip shopping center and mall business which was spun off to UE on January 15, 2015 and other related retail assets that were
sold or are currently held for sale to “income from discontinued operations” and the related assets and liabilities to “assets related to
discontinued operations” and “liabilities related to discontinued operations” for all of the periods presented in the accompanying
financial statements. The net gains resulting from the sale of these properties are included in “income from discontinued operations”
on our consolidated statements of income. The tables below set forth the assets and liabilities related to discontinued operations at
December 31, 2016 and 2015, and their combined results of operations for the years ended December 31, 2016, 2015 and 2014.
(Amounts in thousands)
Assets related to discontinued operations:
Real estate, net
Other assets
Liabilities related to discontinued operations:
Other liabilities
(Amounts in thousands)
Income from discontinued operations:
Total revenues
Total expenses
Net gains on sale of real estate and a lease position
Impairment losses
UE spin-off transaction related costs
Pretax income from discontinued operations
Income tax expense
Income from discontinued operations
Cash flows related to discontinued operations:
Cash flows from operating activities
Cash flows from investing activities
Balance as of
December 31, 2016 December 31, 2015
$
$
$
2,642
2,928
5,570
$
$
29,561
7,459
37,020
2,870
$
12,470
For the Year Ended December 31,
2015
2016
2014
$
$
$
$
3,998
1,435
2,563
5,074
(465)
-
7,172
-
$
27,831
17,651
10,180
65,396
(256)
(22,972)
52,348
(86)
7,172
$
52,262
$
395,786
274,107
121,679
507,192
(26,518)
(14,956)
587,397
(1,721)
585,676
$
455
2,785
(33,462) $
346,865
123,837
(180,019)
130
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Identified Intangible Assets and Liabilities
The following summarizes our identified intangible assets (primarily acquired above-market leases) and liabilities (primarily
acquired below-market leases) as of December 31, 2016 and 2015.
(Amounts in thousands)
Identified intangible assets:
Gross amount
Accumulated amortization
Net
Identified intangible liabilities (included in deferred revenue):
Gross amount
Accumulated amortization
Net
Balance as of December 31,
2015
2016
$
$
$
$
400,061 $
(207,330)
192,731 $
586,969 $
(323,183)
263,786 $
415,261
(187,360)
227,901
643,488
(325,340)
318,148
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of
$53,202,000, $78,749,000 and $37,516,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Estimated annual
amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing
January 1, 2017 is as follows:
(Amounts in thousands)
2017
2018
2019
2020
2021
$
45,576
44,346
32,168
23,343
18,159
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $29,543,000,
$36,659,000 and $28,275,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Estimated annual amortization of
all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the
five succeeding years commencing January 1, 2017 is as follows:
(Amounts in thousands)
2017
2018
2019
2020
2021
$
24,456
20,201
15,863
12,394
11,177
We are a tenant under ground leases at certain properties. Amortization of these acquired below-market leases, net of above-
market leases, resulted in an increase to rent expense of $1,832,000, $1,832,000, and $1,832,000 for the years ended December 31,
2016, 2015 and 2014. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five
succeeding years commencing January 1, 2017 is as follows:
(Amounts in thousands)
2017
2018
2019
2020
2021
$
1,832
1,832
1,832
1,832
1,832
131
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Debt
Unsecured Revolving Credit Facility
On November 7, 2016, we extended one of our two $1.25 billion unsecured revolving credit facilities from June 2017 to February
2021 with two six-month extension options. The interest rate on the extended facility was lowered from LIBOR plus 115 basis points
to LIBOR plus 100 basis points. The facility fee remains unchanged at 20 basis points.
Secured Debt
On February 8, 2016, we completed a $700,000,000 refinancing of 770 Broadway, a 1,158,000 square foot Manhattan office
building. The five-year loan is interest only at LIBOR plus 1.75% (2.40% at December 31, 2016), which was swapped for four and a
half years to a fixed rate of 2.56%. The Company realized net proceeds of approximately $330,000,000. The property was previously
encumbered by a 5.65%, $353,000,000 mortgage which was scheduled to mature in March 2016.
On September 6, 2016, we completed a $675,000,000 refinancing of theMART, a 3,652,000 square foot commercial building in
Chicago. The five-year loan is interest only and has a fixed rate of 2.70%. The Company realized net proceeds of approximately
$124,000,000. The property was previously encumbered by a 5.57%, $550,000,000 mortgage which was scheduled to mature in
December 2016.
On December 2, 2016, we completed a $400,000,000 refinancing of 350 Park Avenue, a 571,000 square foot Manhattan office
building. The ten-year loan is interest only and has a fixed rate of 3.92%. The Company realized net proceeds of approximately
$111,000,000. The property was previously encumbered by a 3.75%, $284,000,000 mortgage which was scheduled to mature in
January 2017.
On March 15, 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties located in
Fairfax, Virginia, that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we
were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan was transferred to the special servicer.
Consequently, based on the shortened holding period for the underlying assets, we concluded that the excess of carrying amount over
our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016.
The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations
of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the
second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to
the loan agreement, the loan was in default, and was subject to incremental default interest which increased the weighted average
interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the year ended December 31, 2016, we
recognized $7,823,000 of default interest expense. On August 24, 2016, the Skyline properties were placed in receivership. On
December 21, 2016, the disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline
properties’ assets (approximately $236,535,000) and liabilities (approximately aggregating $724,412,000), were removed from our
consolidated balance sheet which resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.
132
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Debt – continued
The following is a summary of our debt:
(Amounts in thousands)
Mortgages Payable:
Fixed rate
Variable rate
Total
Deferred financing costs, net and other
Total, net
Unsecured Debt:
Senior unsecured notes
Deferred financing costs, net and other
Senior unsecured notes, net
Unsecured term loan
Deferred financing costs, net and other
Unsecured term loan, net
Weighted Average
Interest Rate at
December 31, 2016
Balance at December 31,
2016
2015
3.84%
2.49%
3.37%
$
$
3.68%
$
1.88%
6,099,873 $
3,274,424
9,374,297
(96,034)
9,278,263 $
850,000 $
(4,423)
845,577
375,000
(2,785)
372,215
6,356,634
3,258,204
9,614,838
(101,125)
9,513,713
850,000
(5,841)
844,159
187,500
(4,362)
183,138
Unsecured revolving credit facilities
1.68%
115,630
550,000
Total, net
$
1,333,422 $
1,577,297
The net carrying amount of properties collateralizing the mortgages payable amounted to $10.7 billion at December 31, 2016. As
of December 31, 2016, the principal repayments required for the next five years and thereafter are as follows:
(Amounts in thousands)
Year Ending December 31,
2017
2018
2019
2020
2021
Thereafter
Senior Unsecured
Debt and Unsecured
Revolving Credit
Mortgages Payable
Facilities
$
$
156,702
1,389,341
399,661
1,882,443
3,173,705
2,372,445
-
490,630
450,000
-
-
400,000
133
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. Redeemable Noncontrolling Interests/Redeemable Partnership Units
Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the
consolidated balance sheets of the Operating Partnership 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 the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common
shareholder.
Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2016 and 2015.
(Amounts in thousands, except units and
per unit amounts)
Balance as of
December 31,
Units Outstanding at
December 31,
Unit Series
2016
2015
2016
2015
Common:
Preferred or
Per Unit
Annual
Liquidation
Preference
Distribution
Rate
Class A units held by third parties
$
1,273,018 $
1,223,793
12,197,162
12,242,820
n/a $
2.52
Perpetual Preferred/Redeemable Preferred(1):
5.00% D-16 Cumulative Redeemable
$
3.25% D-17 Cumulative Redeemable
$
1,000 $
4,428 $
1,000
4,428
1
1 $ 1,000,000.00 $
50,000.00
177,100
177,100 $
25.00 $
0.8125
(1) 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 interests/redeemable partnership units.
(Amounts in thousands)
Balance at December 31, 2014
Net income
Other comprehensive loss
Distributions
Redemption of Class A units for Vornado common shares, at redemption value
Adjustments to carry redeemable Class A units at redemption value
Issuance of Class A units
Issuance of Series D-17 Preferred Units
Other, net
Balance at December 31, 2015
Net income
Other comprehensive income
Distributions
Redemption of Class A units for Vornado common shares, at redemption value
Adjustments to carry redeemable Class A units at redemption value
Other, net
Balance at December 31, 2016
$
$
1,337,780
43,231
(2,866)
(30,263)
(48,230)
(192,464)
80,000
4,428
37,605
1,229,221
53,654
4,699
(31,342)
(36,510)
26,251
32,473
1,278,446
134
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. Redeemable Noncontrolling Interests/Redeemable Partnership Units – continued
Redeemable noncontrolling interests/redeemable 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 480,
Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares.
Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and
aggregated $50,561,000 as of December 31, 2016 and 2015, respectively. Changes in the value from period to period, if any, are
charged to “interest and debt expense” on our consolidated statements of income.
10. Shareholders’ Equity/Partners’ Capital
Common Shares (Vornado Realty Trust)
As of December 31, 2016, there were 189,100,876 common shares outstanding. During 2016, we paid an aggregate of
$475,961,000 of common dividends comprised of quarterly common dividends of $0.63 per share.
Class A Units (Vornado Realty L.P.)
As of December 31, 2016, there were 189,100,876 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, 2016, there were
12,197,162 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 9 – Redeemable
Noncontrolling Interests/Redeemable Partnership Units). During 2016, the Operating Partnership paid an aggregate of $475,961,000
of distributions to Vornado comprised of quarterly common distributions of $0.63 per unit.
Preferred Share/Preferred Units
On September 1, 2016, we redeemed all of the outstanding 6.875% Series J cumulative redeemable preferred shares/units at their
redemption price of $25.00 per share/unit, or $246,250,000 in the aggregate, plus accrued and unpaid dividends/distributions through
the date of redemption. In connection therewith, we expensed $7,408,000 of issuance costs, which reduced net income attributable to
common shareholders and net income attributable to Class A unitholders in the twelve months ended December 31, 2016. These costs
had been initially recorded as a reduction of shareholders’ equity and partners’ capital.
The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating
Partnership as of December 31, 2016 and 2015.
(Amounts in thousands, except share/unit and
per share/per unit amounts)
Balance as of
December 31,
Annual
Shares/Units Outstanding at Share/Unit Dividend/
Per
December 31,
Liquidation Distribution
Preference
Rate(1)
Preferred Shares/Units
2016
2015
2016
2015
Convertible Preferred:
6.5% Series A: authorized 83,977 shares/units(2)
$
1,264 $
1,321
24,829
26,629 $
50.00 $
3.25
Cumulative Redeemable Preferred:
6.625% Series G: authorized 8,000,000 shares/units(3)
6.625% Series I: authorized 10,800,000 shares/units(3)
6.875% Series J: authorized 9,850,000 shares/units
5.70% Series K: authorized 12,000,000 shares/units(3)
5.40% Series L: authorized 12,000,000 shares/units(3)
193,135
262,379
-
290,971
290,306
193,135
262,379
238,842
290,971
290,306
$ 1,038,055 $ 1,276,954
8,000,000
10,800,000
-
12,000,000
12,000,000
42,824,829
8,000,000 $
10,800,000 $
9,850,000
12,000,000 $
12,000,000 $
52,676,629
25.00 $
25.00 $
n/a
25.00 $
25.00 $
1.65625
1.65625
n/a
1.425
1.35
(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 1.5934 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 1.5934 common shares/Class A units per Series A Preferred Share/Unit.
(3) 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.
135
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Shareholders’ Equity/Partners’ Capital – continued
Accumulated Other Comprehensive Income (Loss)
The following tables set forth the changes in accumulated other comprehensive income (loss) by component.
(Amounts in thousands)
Total
For the Year Ended December 31, 2016
Pro rata share of
nonconsolidated
subsidiaries' OCI
Interest
rate
swap
Securities
available-
for-sale
Balance as of December 31, 2015
Net current period OCI
Balance as of December 31, 2016
$
$
46,921 $
72,051
118,972 $
78,448
52,057
130,505
$
$
(9,319) $
(2,739)
(12,058) $
(19,368) $
27,434
8,066 $
11. Variable Interest Entities (“VIEs”)
Unconsolidated VIEs
Other
(2,840)
(4,701)
(7,541)
As of December 31, 2016 and 2015, we have 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, 2016 and 2015, the net carrying amount of our
investments in these entities was $392,150,000 and $414,003,000, respectively, and our maximum exposure to loss in these entities, is
limited to our investments.
Consolidated VIEs
We adopted ASU 2015-02 on January 1, 2016 which resulted in the identification of several VIEs which, prior to the adoption of
ASU 2015-02, were consolidated under the voting interest model. Vornado’s most significant consolidated VIEs are our Operating
Partnership, real estate fund investments, and certain properties that have non-controlling interests. These entities are VIEs because
the non-controlling 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, 2016, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, are
$3,638,483,000 and $1,762,322,000, respectively.
136
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. 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; 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) marketable
securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding
liability on our consolidated balance sheet), (iv) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred
units and Series D-13 cumulative redeemable preferred units), and (v) interest rate swaps. The tables below aggregate the fair values
of these financial assets and liabilities by their levels in the fair value hierarchy at December 31, 2016 and 2015, respectively.
(Amounts in thousands)
Marketable securities
Real estate fund investments
Deferred compensation plan assets (included in other assets)
Interest rate swaps (included in other assets)
Total assets
Mandatorily redeemable instruments (included in other liabilities)
Interest rate swap (included in other liabilities)
Total liabilities
(Amounts in thousands)
Marketable securities
Real estate fund investments
Deferred compensation plan assets (included in other assets)
Total assets
Mandatorily redeemable instruments (included in other liabilities)
Interest rate swaps (included in other liabilities)
Total liabilities
Total
As of December 31, 2016
Level 2
Level 1
$
$
$
$
$
$
$
$
203,704
462,132
121,374
21,816
809,026
50,561
10,122
60,683
Total
150,997
574,761
117,475
843,233
50,561
19,600
70,161
$
$
$
$
$
$
$
$
203,704
-
63,930
-
267,634
50,561
-
50,561
$
$
$
$
-
-
-
21,816
21,816
-
10,122
10,122
As of December 31, 2015
Level 2
Level 1
150,997
-
58,289
209,286
50,561
-
50,561
$
$
$
$
-
-
-
-
-
19,600
19,600
Level 3
-
462,132
57,444
-
519,576
-
-
-
Level 3
-
574,761
59,186
633,947
-
-
-
$
$
$
$
$
$
$
$
137
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments
At December 31, 2016, we had six real estate fund investments with an aggregate fair value of $462,132,000, or $153,197,000 in
excess of cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair
value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and
reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash
flows for each investment over the anticipated holding period, which currently ranges from 1.0 to 4.0 years. Cash flows are derived
from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs,
plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for
future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated
operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future
periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow
of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.
The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using
an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in
each investment. 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, and 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 real estate fund
investments at December 31, 2016.
Unobservable Quantitative Input
Discount rates
Terminal capitalization rates
Range
10.0% to 14.9%
4.3% to 5.8%
Weighted Average
(based on fair
value of investments)
12.6%
5.3%
The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of
exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments.
The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates
and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the
terminal capitalization rate, may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of
future economic or market conditions on our estimated fair values.
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the
years ended December 31, 2016 and 2015.
(Amounts in thousands)
Beginning balance
Purchases
Dispositions/distributions
Net unrealized (loss) gain
Net realized gain
Other, net
Ending balance
For The Year Ended December 31,
2016
2015
$
$
574,761
-
(71,888)
(41,162)
507
(86)
462,132
$
$
513,973
95,010
(91,450)
54,995
2,757
(524)
574,761
138
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. 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 from a third-party administrator, which are
compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports
provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. 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, for
the years ended December 31, 2016 and 2015.
(Amounts in thousands)
Beginning balance
Purchases
Sales
Realized and unrealized gains (losses)
Other, net
Ending balance
For The Year Ended December 31,
2016
2015
$
$
59,186
5,355
(9,354)
344
1,913
57,444
$
$
63,315
9,062
(13,252)
(501)
562
59,186
Fair Value Measurements on a Nonrecurring Basis
There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at December 31, 2016 and
2015.
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 senior unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and estimated fair
value of these financial instruments as of December 31, 2016 and 2015.
(Amounts in thousands)
Cash equivalents
Debt:
Mortgages payable
Senior unsecured notes
Unsecured term loan
Unsecured revolving credit facilities
Total
As of December 31, 2016
Fair
Value
Carrying
Amount
As of December 31, 2015
Fair
Value
Carrying
Amount
1,307,105 $
1,307,000 $
1,295,980 $
1,296,000
9,374,297 $
850,000
375,000
115,630
10,714,927 $
9,356,000 $
899,000
375,000
116,000
10,746,000 $
9,614,838 $
850,000
187,500
550,000
11,202,338 $
9,306,000
868,000
187,500
550,000
10,911,500
$
$
$
139
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. Stock-based Compensation
Vornado’s 2010 Omnibus Share Plan (the “Plan”) provides the Compensation Committee of Vornado’s Board of Trustees (the
“Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units
and out-performance plan awards to certain of our employees and officers. Under the Plan, awards may be granted up to a maximum of
6,000,000 Vornado shares, if all awards granted are Full Value Awards, as defined, and up to 12,000,000 Vornado shares, if all of the awards
granted are Not Full Value Awards, as defined, plus shares in respect of awards forfeited after May 2010 that were issued pursuant to
Vornado’s 2002 Omnibus Share Plan. Full Value Awards are awards of securities, such as Vornado restricted shares, that, if all vesting
requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are
awards of securities, such as Vornado stock options, that do require the payment of an exercise price or strike price. This means, for
example, if the Committee were to award only Vornado restricted shares, it could award up to 6,000,000 Vornado restricted shares. On the
other hand, if the Committee were to award only Vornado stock options, it could award options to purchase up to 12,000,000 Vornado
common shares (at the applicable exercise price). The Committee may also issue any combination of awards under the Plan, with reductions
in availability of future awards made in accordance with the above limitations. As of December 31, 2016, Vornado has approximately
2,929,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.
In the years ended December 31, 2016, 2015 and 2014, we recognized an aggregate of $33,980,000, $39,846,000 and
$36,641,000, respectively, of stock-based compensation expense, which is included as a component of “general and administrative”
expenses on our consolidated statements of income. The year ended December 31, 2015 includes $7,834,000 from the acceleration of
the recognition of compensation expense related to 2013-2015 Out-Performance Plans due to the modification of the vesting criteria of
awards such that they will fully vest at age 65. The details of the various components of our stock-based compensation are discussed
on the following pages.
140
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. Stock-based Compensation - continued
Out-Performance Plans (“the OPPs”)
OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class
of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return
(“TSR”) and/or outperform the market with respect to a relative TSR in any year during the requisite performance periods as described
below. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado
common shares) following vesting.
Awards under the 2014 OPP have been 99.5% earned. Awards under the 2015 and 2016 OPP may be earned if Vornado (i)
achieves a TSR level greater than 7% per annum, or 21% over the three-year performance measurement periods (the “Absolute
Component”), and/or (ii) achieves a TSR above that of the SNL US REIT Index (“Index”) over the three-year performance
measurement periods (the “Relative Component”). To the extent awards would be earned under the Absolute Component of each of
the OPPs, but Vornado underperforms the Index, such awards would be reduced (and potentially fully negated) based on the degree to
which Vornado underperforms the Index. In certain circumstances, in the event Vornado outperforms the Index but awards would not
otherwise be fully earned under the Absolute Component, awards may still be earned or increased under the Relative Component. To
the extent awards would otherwise be earned under the Relative Component but Vornado fails to achieve at least a 6% per annum
absolute TSR, such awards earned under the Relative Component would be reduced based on Vornado’s absolute TSR, with no
awards being earned in the event Vornado’s TSR during the applicable measurement period is 0% or negative, irrespective of the
degree to which Vornado may outperform the Index. Dividends on awards issued and distributions on awards earned accrue during
the performance period.
If the designated performance objectives are achieved, OPP units are also subject to time-based vesting requirements. Awards
earned under the OPPs vest 33.33% in each of years three, four and five. Vornado’s senior executive officers are required to hold
earned 2016, 2015 and 2014 OPP awards (or related equity) for at least one year following vesting.
Below is the summary of the OPP units granted during the years December 31, 2016, 2015, and 2014.
Plan Year
2016
2015
2014
Total Plan
Notional Amount
Percentage of
Notional Amount
Granted
Grant Date
Fair Value(1)
$
40,000,000
40,000,000
50,000,000
$
86.7%
84.5%
58.9%
11,800,000
9,120,000
8,202,000
OPP Units Earned
To be determined in 2019
To be determined in 2018
297,495 (2)
(1) Such amounts are being amortized into expense over a five-year period from the date of grant, using a graded vesting attribution model. In the
years ended December 31, 2016, 2015 and 2014, we recognized $11,055,000, $15,531,000 and $6,185,000, respectively, of compensation
expense related to OPPs. As of December 31, 2016, there was $5,752,000 of total unrecognized compensation cost related to the OPPs, which
will be recognized over a weighted-average period of 1.7 years.
(2) 99.5% earned on January 10, 2017.
141
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. 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 10 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. In the
years ended December 31, 2016, 2015 and 2014, we recognized $937,000, $1,298,000 and $4,550,000, respectively, of compensation
expense related to Vornado stock options that vested during each year. As of December 31, 2016, there was $1,335,000 of total
unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period
of 1.7 years.
Below is a summary of Vornado’s stock option activity for the year ended December 31, 2016.
Outstanding at January 1, 2016
Granted
Exercised
Cancelled or expired
Outstanding at December 31, 2016
Options vested and expected to vest at
December 31, 2016
Options exercisable at December 31, 2016
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Shares
2,827,570 $
42,466
(125,724)
(11,768)
2,732,544 $
2,737,594 $
2,642,684 $
60.06
92.97
56.44
100.49
65.76
60.66
59.42
3.1 $
120,360,377
4.1 $
2.9 $
118,170,212
119,269,973
The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-
average assumptions for grants in the years ended December 31, 2016, 2015 and 2014.
Expected volatility
Expected life
Risk free interest rate
Expected dividend yield
2016
35.00 %
5.0 years
1.76 %
3.20 %
December 31,
2015
35.00 %
5.0 years
1.56 %
3.30 %
2014
36.00 %
5.0 years
1.81 %
4.10 %
The weighted average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was
$22.14, $28.85 and $20.31, respectively. Cash received from option exercises for the years ended December 31, 2016, 2015 and 2014
was $6,825,000, $15,343,000 and $17,441,000, respectively. The total intrinsic value of options exercised during the years ended
December 31, 2016, 2015 and 2014 was $5,519,000, $3,873,000 and $18,223,000, respectively.
142
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. Stock-based Compensation - continued
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. In the years ended December 31, 2016, 2015 and 2014, we recognized
$851,000, $837,000 and $1,303,000, respectively, of compensation expense related to Vornado restricted stock awards that vested
during each year. As of December 31, 2016, there was $1,337,000 of total unrecognized compensation cost related to unvested
Vornado restricted stock, which is expected to be recognized over a weighted-average period of 1.7 years. Dividends paid on
unvested Vornado restricted stock are charged directly to retained earnings and amounted to $56,000, $58,000 and $88,000 for the
years ended December 31, 2016, 2015 and 2014, respectively.
Below is a summary of Vornado’s restricted stock activity under the Plan for the year ended December 31, 2016.
Unvested Shares
Shares
Unvested at January 1, 2016
Granted
Vested
Cancelled or expired
Unvested at December 31, 2016
Weighted-Average
Grant-Date
Fair Value
19,592 $
9,973
(7,472)
(1,086)
21,007
91.09
92.97
85.80
93.87
93.72
Vornado restricted stock awards granted in 2016, 2015 and 2014 had a fair value of $927,000, $906,000 and $1,048,000,
respectively. The fair value of restricted stock that vested during the years ended December 31, 2016, 2015 and 2014 was $641,000,
$882,000 and $1,174,000, respectively.
Restricted Operating Partnership Units (“OP Units”)
OP 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, vest ratably over four years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units
is recognized ratably over the vesting period using a graded vesting attribution model. In the years ended December 31, 2016, 2015
and 2014, we recognized $21,136,000, $22,180,000 and $24,603,000, respectively, of compensation expense related to OP Units that
vested during each year. As of December 31, 2016, there was $15,670,000 of total unrecognized compensation cost related to
unvested OP Units, which is expected to be recognized over a weighted-average period of 1.6 years. Distributions paid on unvested
OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated
statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and
amounted to $1,968,000, $2,414,000 and $2,866,000 in the years ended December 31, 2016, 2015 and 2014, respectively.
Below is a summary of restricted OP unit activity under the Plan for the year ended December 31, 2016.
Unvested Units
Units
Weighted-Average
Grant-Date
Fair Value
Unvested at January 1, 2016
Granted
Vested
Cancelled or expired
Unvested at December 31, 2016
639,017 $
211,086
(289,515)
(7,554)
553,034
80.46
87.60
78.41
92.01
87.11
OP Units granted in 2016, 2015 and 2014 had a fair value of $18,492,000, $20,293,000 and $19,669,000, respectively. The fair
value of OP Units that vested during the years ended December 31, 2016, 2015 and 2014 was $22,701,000, $20,072,000 and
$22,758,000, respectively.
143
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. Fee and Other Income
The following table sets forth the details of our fee and other income:
(Amounts in thousands)
BMS cleaning fees
Management and leasing fees
Lease termination fees(1)
Other income
For the Year Ended December 31,
2015
2016
2014
$
$
78,920
20,891
9,516
32,480
141,807
$
$
82,113
16,831
27,233
38,528
164,705
$
$
85,658
19,905
16,362
33,281
155,206
(1) The year ended December 31, 2015 includes $15,000 related to the New York Stock Exchange lease termination at 20 Broad Street.
The above table excludes fee income from partially owned entities, which is included in “income (loss) from partially owned
entities” (see Note 5 – Investments in Partially Owned Entities).
15. Interest and Other Investment Income, Net
The following table sets forth the details of our interest and other investment income, net:
(Amounts in thousands)
Dividends on marketable securities
Mark-to-market income of investments in our deferred compensation plan(1)
Interest on loans receivable
Other, net
For the Year Ended December 31,
2015
2014
2016
$
$
13,135 $
5,213
3,890
7,308
29,546 $
12,836
111
6,371
7,660
26,978
$
$
12,707
11,557
6,107
8,381
38,752
(1) This income is entirely offset by the expense resulting from the mark-to-market of the deferred compensation plan liability, which is included in
"general and administrative" expense.
16. Interest and Debt Expense
The following table sets forth the details of our interest and debt expense.
(Amounts in thousands)
Interest expense
Amortization of deferred financing costs
Capitalized interest and debt expense
144
For the Year Ended December 31,
2015
2014
2016
$
$
402,057 $
34,714
(34,097)
402,674 $
405,169
32,161
(59,305)
378,025
$
$
430,278
45,263
(62,786)
412,755
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. Income Per Share/Income Per Class A Unit
Vornado Realty Trust
The following table provides a reconciliation of both net income and the number of common shares used in the computation of (i)
basic income per common share - which includes the weighted average number of common shares outstanding without regard to
dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares
and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock
options and restricted stock awards.
(Amounts in thousands, except per share amounts)
Numerator:
Income from continuing operations, net of income attributable to noncontrolling
Year Ended December 31,
2015
2016
2014
interests
$
900,185
$
711,240
$
312,700
Income from discontinued operations, net of income attributable to noncontrolling
interests
Net income attributable to Vornado
Preferred share dividends
Preferred share issuance costs (Series J redemption)
Net income attributable to common shareholders
Earnings allocated to unvested participating securities
Numerator for basic income per share
Impact of assumed conversions:
Convertible preferred share dividends
Earnings allocated to Out-Performance Plan units
Numerator for diluted income per share
Denominator:
Denominator for basic income per share – weighted average shares
Effect of dilutive securities (1):
Employee stock options and restricted share awards
Convertible preferred shares
Out-Performance Plan units
Denominator for diluted income per share – weighted average shares and
assumed conversions
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net
Income from discontinued operations, net
Net income per common share
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net
Income from discontinued operations, net
Net income per common share
6,732
906,917
(75,903)
(7,408)
823,606
(96)
823,510
86
806
824,402
$
49,194
760,434
(80,578)
-
679,856
(81)
679,775
91
-
679,866
$
552,152
864,852
(81,464)
-
783,388
(125)
783,263
97
-
783,360
188,837
188,353
187,572
1,064
42
230
1,166
45
-
1,075
43
-
190,173
189,564
188,690
4.32
0.04
4.36
4.30
0.04
4.34
$
$
$
$
3.35
0.26
3.61
3.33
0.26
3.59
$
$
$
$
1.23
2.95
4.18
1.22
2.93
4.15
$
$
$
$
$
(1) The effect of dilutive securities in the years ended December 31, 2016, 2015 and 2014 excludes an aggregate of 12,022, 11,744 and 11,238
weighted average common share equivalents, respectively, as their effect was anti-dilutive.
145
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. Income Per Share/Income Per Class A Unit - continued
Vornado Realty L.P.
The following table provides a reconciliation of both net income and the number of Class A units used in the computation of (i)
basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive
potential common units, and (ii) diluted income per Class A unit - which includes the weighted average common units and dilutive
unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options and restricted
unit awards.
(Amounts in thousands, except per unit amounts)
Numerator:
Income from continuing operations, net of income attributable to noncontrolling
Year Ended December 31,
2015
2016
2014
interests
$
953,399
$
751,403
$
326,789
Income from discontinued operations, net of income attributable to noncontrolling
interests
Net income attributable to Vornado Realty L.P.
Preferred unit distributions
Preferred unit issuance costs (Series J redemption)
Net income attributable to Class A unitholders
Earnings allocated to unvested participating securities
Numerator for basic income per Class A unit
Impact of assumed conversions:
Convertible preferred unit distributions
Numerator for diluted income per Class A unit
Denominator:
Denominator for basic income per Class A unit – weighted average units
Effect of dilutive securities (1):
Vornado stock options and restricted unit awards
Convertible preferred units
Denominator for diluted income per Class A unit – weighted average units and
assumed conversions
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net
Income from discontinued operations, net
Net income per Class A unit
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net
Income from discontinued operations, net
Net income per Class A unit
7,172
960,571
(76,097)
(7,408)
877,066
(4,177)
872,889
52,262
803,665
(80,736)
-
722,929
(4,092)
718,837
585,676
912,465
(81,514)
-
830,951
(4,260)
826,691
86
872,975
$
92
718,929
$
97
826,788
$
200,350
199,309
198,213
1,625
42
1,804
45
1,557
43
202,017
201,158
199,813
$
$
$
$
4.32
0.04
4.36
4.29
0.03
4.32
$
$
$
$
3.35
0.26
3.61
3.31
0.26
3.57
$
$
$
$
1.22
2.95
4.17
1.21
2.93
4.14
(1) The effect of dilutive securities in the years ended December 31, 2016, 2015 and 2014 excludes an aggregate of 178, 150 and 116 weighted
average Class A unit equivalents, respectively, as their effect was anti-dilutive.
146
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. Leases
As lessor:
We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rentals payable
monthly in advance. Office building leases generally require the tenants to reimburse us for operating costs and real estate taxes above
their base year costs. Certain leases provide for pass-through to tenants the tenant’s share of real estate taxes, insurance and
maintenance. Certain leases also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales.
As of December 31, 2016, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original
term of less than one year and rents resulting from the exercise of renewal options, are as follows:
(Amounts in thousands)
Year Ending December 31:
2017
2018
2019
2020
2021
Thereafter
$
1,738,779
1,696,355
1,570,197
1,446,485
1,342,749
7,340,929
These amounts do not include percentage rentals based on tenants’ sales. These percentage rents approximated $8,037,000,
$5,760,000 and $6,343,000, for the years ended December 31, 2016, 2015 and 2014, respectively.
None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2016, 2015 and 2014.
As lessee:
We are a tenant under operating leases for certain properties. These leases have terms that expire during the next thirty years.
Future minimum lease payments under operating leases at December 31, 2016 are as follows:
(Amounts in thousands)
Year Ending December 31:
2017
2018
2019
2020
2021
Thereafter
$
34,871
35,357
35,865
36,393
36,959
1,611,995
Rent expense, a component of “operating expenses” on our consolidated statements of income, was $42,024,000, $38,887,000
and $36,315,000 for the years ended December 31, 2016, 2015 and 2014, respectively.
147
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. Leases - continued
1535 Broadway
We are a lessee under a long-term capital lease for the retail and signage components of the Marriott Marquis Times Square Hotel
at 1535 Broadway. At inception of the lease in 2012, we recorded a $240,000,000 capital lease asset and liability on our consolidated
balance sheet based on the present value of future minimum lease payments. The capital lease asset is being depreciated on a straight-
line basis over the estimated life of the asset and the related expense is included in “depreciation and amortization” on our
consolidated statements of income. During 2016, we substantially completed the redevelopment of the leased space, as required under
the lease, at a total redevelopment cost of approximately $194,147,000. The lease contains a put/call purchase option under which the
lessor may exercise its “put” on predetermined dates after March 31, 2018 and we may exercise our “call” at any time after July 30,
2027 and before January 3, 2032.
As of December 31, 2016, future minimum lease payments under this capital lease are as follows:
(Amounts in thousands)
Year Ending December 31:
2017
2018
2019
2020
2021
Thereafter
Total minimum obligations
Interest portion
Present value of net minimum payments
$
$
12,508
12,508
12,508
12,508
12,508
309,839
372,379
(132,379)
240,000
As of December 31, 2016, the gross carrying amount of the property leased under the capital lease was $434,147,000, which is a
component of “buildings and improvements” on our consolidated balance sheets.
148
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. 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, 2016, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.
In the years ended December 31, 2016, 2015 and 2014, our subsidiaries contributed $9,479,000, $10,878,000 and $11,431,000,
respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated
statements of income. Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these
plans for the years ended December 31, 2016, 2015 and 2014.
Multiemployer Health Plans
Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees.
In the years ended December 31, 2016, 2015 and 2014, our subsidiaries contributed $32,998,000, $29,269,000 and $29,073,000,
respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of
income.
20. Commitments and Contingencies
Insurance
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and 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. Our
California properties have earthquake insurance with coverage of $180,000,000 per occurrence and in the annual aggregate, subject to
a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0
billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear,
biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization
Act of 2015, which expires in December 2020.
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 $1,622,000 ($1,976,000 for 2017) and 16% (17% for 2017) 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.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, we
cannot anticipate what coverage will be available on commercially reasonable terms in the future.
Our debt instruments, consisting of mortgage loans secured by our properties which are non-recourse to us, 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 our properties and expand our portfolio.
149
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. Commitments and Contingencies - continued
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 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.
Our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space.
These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying
loans. As of December 31, 2016, the aggregate dollar amount of these guarantees and master leases is approximately $737,000,000.
As of December 31, 2016, $19,847,000 of letters of credit was 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 higher interest rates in the event of a decline in our ratings below
Baa3/BBB. 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.
As of December 31, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating
approximately $173,000,000, which includes our share of the commitments of the Farley Post Office redevelopment joint venture.
As of December 31, 2016, we have construction commitments aggregating $653,940,000.
150
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21.
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 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.
Urban Edge Properties
We own 5.4% of UE. During 2015, we provided transition services to UE, primarily for information technology, human
resources, tax and financial planning. In 2016, we continue to provide UE transition services for information technology and human
resources. UE is providing us with leasing, development and property management services for certain of our retail properties
including the retail assets of Alexander’s. Fees to UE for servicing the retail assets of Alexander’s are similar to the fees that we are
receiving from Alexander’s as 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, are Interstate’s two other general partners. As of December
31, 2016, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial
interest of Vornado and 26.3% 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 fair to us. We earned $521,000, $541,000, and
$535,000 of management fees under the agreement for the years ended December 31, 2016, 2015 and 2014, respectively.
151
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
22. Summary of Quarterly Results (Unaudited)
Vornado Realty Trust
The following summary represents the results of operations for each quarter in 2016 and 2015:
(Amounts in thousands, except per share amounts)
2016
December 31
September 30
June 30
March 31
2015
December 31
September 30
June 30
March 31
Net Income (Loss)
Attributable
to Common
Shareholders (1)
Revenues
Net Income (Loss) Per
Common Share (2)
Basic
Diluted
$
$
638,260 $
633,197
621,708
613,037
651,581 $
627,596
616,288
606,802
651,181 $
66,125
220,463
(114,163)
230,742 $
198,870
165,651
84,593
3.44 $
0.35
1.17
(0.61)
1.22 $
1.05
0.88
0.45
3.43
0.35
1.16
(0.61)
1.22
1.05
0.87
0.45
(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gain on extinguishment of debt, net gains on sale of real
estate and from seasonality of business operations.
(2) The total for the year may differ from the sum of the quarters as a result of weighting.
Vornado Realty L.P.
The following summary represents the results of operations for each quarter in 2016 and 2015:
(Amounts in thousands, except per unit amounts)
2016
December 31
September 30
June 30
March 31
2015
December 31
September 30
June 30
March 31
Net Income (Loss)
Attributable
to Class A
Unitholders (1)
Revenues
Net Income (Loss)
Per Class A Unit (2)
Basic
Diluted
$
$
638,260 $
633,197
621,708
613,037
651,581 $
627,596
616,288
606,802
693,377 $
70,442
234,945
(121,698)
245,735 $
211,526
175,800
89,868
3.44 $
0.35
1.17
(0.61)
1.22 $
1.05
0.88
0.45
3.43
0.35
1.16
(0.61)
1.21
1.05
0.87
0.44
(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gain on extinguishment of debt, net gains on sale of real
estate and from seasonality of business operations.
(2) The total for the year may differ from the sum of the quarters as a result of weighting.
152
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. Segment Information
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the year ended December 31,
2016.
(Amounts in thousands)
For the Year Ended December 31, 2016
Total
New York
1,713,374
1,093,587
619,787
(2,379)
-
5,093
(216,685)
-
$
Washington, DC
518,117
528,863
(10,746)
(7,227)
-
(2)
(72,434)
487,877
159,511
565,327
(5,508)
559,819
-
559,819
15,302
412,770
(1,083)
411,687
-
411,687
$
Other
274,711
332,961
(58,250)
174,995
(23,602)
24,455
(113,555)
-
922
4,965
(1,721)
3,244
7,172
10,416
(13,558)
546,261
280,563
435,961
5,911
1,268,696 (3) $
-
411,687
81,723
158,720
2,979
655,109 (4) $
(7,793)
2,623
145,076
99,533
2,948
250,180 (5)
$
10,787,730
1,080,064
13,312,116
$
4,152,138
94,870
3,645,525
3,400,090
253,085
3,857,206
Total revenues
Total expenses
Operating income (loss)
Income (loss) from partially owned entities
Loss from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on extinguishment of Skyline properties debt
Net gain on disposition of wholly owned and partially
owned assets
Income before income taxes
Income tax expense
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax expense(2)
EBITDA(1)
Balance Sheet Data:
Real estate, at cost
Investments in partially owned entities
Total assets
See notes on pages 156 and 157.
$
$
$
$
$
$
2,506,202
1,955,411
550,791
165,389
(23,602)
29,546
(402,674)
487,877
175,735
983,062
(8,312)
974,750
7,172
981,922
(21,351)
960,571
507,362
694,214
11,838
2,173,985
18,339,958
1,428,019
20,814,847
153
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. Segment Information - continued
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the year ended December 31,
For the Year Ended December 31, 2015
Total
New York
2015.
(Amounts in thousands)
Total revenues
Total expenses
Operating income (loss)
(Loss) income from partially owned entities
Income from real estate fund investments
Interest and other investment income (loss), net
Interest and debt expense
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax benefit (expense)
Income from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax (benefit) expense(2)
EBITDA(1)
Balance Sheet Data:
Real estate, at cost
Investments in partially owned entities
Total assets
See notes on pages 156 and 157.
$
1,695,925
1,032,015
663,910
655
-
7,722
(194,278)
$
Washington, DC
532,812
390,921
141,891
(6,020)
-
(262)
(68,727)
142,693
620,702
(4,379)
616,323
-
616,323
(13,022)
603,301
248,724
394,028
4,766
1,250,819 (3) $
102,404
169,286
(317)
168,969
-
168,969
-
168,969
80,795
178,021
(1,610)
426,175 (4) $
Other
273,530
319,083
(45,553)
(7,265)
74,081
19,518
(115,020)
6,724
(67,515)
89,391
21,876
52,262
74,138
(42,743)
31,395
140,324
92,588
(88,535)
175,772 (5)
$
10,577,078
1,195,122
12,257,774
$
4,544,842
80,708
4,517,092
2,968,217
274,592
4,368,427
$
$
$
$
$
$
2,502,267
1,742,019
760,248
(12,630)
74,081
26,978
(378,025)
251,821
722,473
84,695
807,168
52,262
859,430
(55,765)
803,665
469,843
664,637
(85,379)
1,852,766
18,090,137
1,550,422
21,143,293
154
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. Segment Information - continued
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the year ended December 31,
2014.
(Amounts in thousands)
For the Year Ended December 31, 2014
Total
New York
1,520,845
946,466
574,379
20,701
-
6,711
(183,427)
$
Washington, DC
537,151
358,019
179,132
(4,767)
-
183
(75,395)
-
418,364
(4,305)
414,059
463,163
877,222
-
99,153
(242)
98,911
-
98,911
$
Other
254,516
318,134
(63,618)
(75,795)
163,034
31,858
(153,933)
13,568
(84,886)
(4,734)
(89,620)
122,513
32,893
(8,626)
868,596
241,959
324,239
4,395
1,439,189 (3) $
-
98,911
87,778
144,124
288
331,101 (4) $
(87,935)
(55,042)
324,661
217,610
19,565
506,794 (5)
$
9,732,818
1,036,130
10,706,476
$
4,383,418
83,428
4,281,421
2,706,122
120,931
6,170,083
Total revenues
Total expenses
Operating income (loss)
(Loss) income from partially owned entities
Income from real estate fund investments
Interest and other investment income, net
Interest and debt expense
Net gain on disposition of wholly owned and partially
owned assets
Income (loss) before income taxes
Income tax expense
Income (loss) from continuing operations
Income from discontinued operations
Net income
Less net income attributable to noncontrolling interests
in consolidated subsidiaries
Net income (loss) attributable to the Operating Partnership
Interest and debt expense(2)
Depreciation and amortization(2)
Income tax expense(2)
EBITDA(1)
Balance Sheet Data:
Real estate, at cost
Investments in partially owned entities
Total assets
$
$
$
$
$
$
2,312,512
1,622,619
689,893
(59,861)
163,034
38,752
(412,755)
13,568
432,631
(9,281)
423,350
585,676
1,009,026
(96,561)
912,465
654,398
685,973
24,248
2,277,084
16,822,358
1,240,489
21,157,980
See notes on the following pages.
155
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. Segment Information – continued
Notes to preceding tabular information:
(1) We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of the
Operating Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the
performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not
be comparable to similarly titled measures employed by other companies.
Our 7.5% interest in Fashion Centre Mall/Washington Tower will not be included in the spin-off of our Washington, DC segment
and have been reclassified to Other. The prior year's presentation has been conformed to the current year.
(2) Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income to
EBITDA includes our share of these items from partially owned entities.
(3) The elements of "New York" EBITDA are summarized below.
(Amounts in thousands)
Office
Retail
Residential
Alexander's
Hotel Pennsylvania
Total New York EBITDA
Certain items that impact EBITDA:
Net gains on sale of real estate
EBITDA from discontinued operations and sold properties
Other
Certain items that impact EBITDA
Total New York EBITDA, as adjusted
For the Year Ended December 31,
2015
2016
2014
805,708
381,739
25,060
46,182
10,007
1,268,696
(159,511)
(3,120)
-
(162,631)
1,106,065
$
$
804,272
358,379
22,266
42,858
23,044
1,250,819
(142,693)
(35,985)
(1,300)
(179,978)
1,070,841
$
$
1,063,355
281,428
21,907
41,746
30,753
1,439,189
(440,537)
(39,743)
(171)
(480,451)
958,738
$
$
(4) The elements of "Washington, DC" EBITDA are summarized below.
(Amounts in thousands)
Office, excluding the Skyline properties
Skyline properties
Total Office
Residential
Total Washington, DC EBITDA
Certain items that impact EBITDA:
Net gain on extinguishment of Skyline properties debt
Skyline properties impairment loss
EBITDA from discontinued operations and sold properties
Net gains on sale of real estate and a land parcel
Other
Certain items that impact EBITDA
Total Washington, DC EBITDA, as adjusted
For the Year Ended December 31,
2015
2016
2014
$
$
260,436
348,016
608,452
46,657
655,109
(487,877)
160,700
(22,131)
(15,302)
-
(364,610)
290,499
$
$
359,063
26,325
385,388
40,787
426,175
-
-
(33,605)
(102,404)
405
(135,604)
290,571
$
$
260,270
29,250
289,520
41,581
331,101
-
-
(38,876)
(1,800)
-
(40,676)
290,425
156
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. Segment Information – continued
Notes to preceding tabular information:
(5) The elements of "Other" EBITDA are summarized below.
(Amounts in thousands)
Our share of real estate fund investments:
Income before net realized/unrealized (loss) gain
Net realized/unrealized (loss) gain
Carried interest
Total (loss) income from real estate fund investments
theMART (including trade shows)
555 California Street
India real estate ventures
Our share of Toys(a)
Other investments
Corporate general and administrative expenses(b)(c)
Investment income and other, net(b)
Income from the repayment of our investments in 85 Tenth Avenue loans
and preferred equity
Acquisition and transaction related costs
Our share of impairment losses on India real estate ventures
Discontinued operations(d)
Net gains on sale of real estate
Impairment loss and loan loss reserve on investment in Suffolk Downs
Total Other
For the Year Ended December 31,
2015
2016
2014
$
$
8,607
(16,270)
(13,379)
(21,042)
91,845
45,827
3,685
2,000
77,240
199,555
(100,594)
22,501
160,843
(26,062)
(13,962)
7,185
714
-
250,180
$
$
$
8,611
14,657
10,696
33,964
79,159
49,975
3,933
2,500
42,436
211,967
(106,416)
26,385
-
(12,511)
(14,806)
28,314
44,390
(1,551)
175,772
$
8,056
37,535
24,715
70,306
79,636
48,844
6,434
103,632
21,385
330,237
(94,929)
31,665
-
(16,392)
(5,771)
245,679
26,568
(10,263)
506,794
(a) As a result of our investment being reduced to zero, we suspended equity method accounting in 2014. The year ended December 31, 2014
includes an impairment loss of $75,196.
(b) The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $5,213,
$111, and $11,557 of income, respectively.
(c) The year ended December 31, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation
expense related to the modification of the 2012-2014 Out-Performance Plans.
(d) The years ended December 31, 2015 and 2014 include $22,684 and $14,956, respectively, of transaction costs related to the spin-off of our
strip shopping centers and malls.
157
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
24. Subsequent Events
2017 Out-Performance Plan
On January 13, 2017, the Committee approved the 2017 Outperformance Plan, a multi-year, performance-based equity
compensation plan (the “2017 OPP”). Awards under the 2017 OPP constitute awards under Vornado’s shareholder approved 2010
Omnibus Share Plan. Under the 2017 OPP, participants have the opportunity to earn compensation payable in the form of equity
awards if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperform the market with
respect to relative total TSR during a three-year performance period. Specifically, awards under our 2017 OPP may potentially be
earned if Vornado (i) achieves a TSR level greater than 7% per annum, or 21% over the three-year performance period (the “Absolute
Component”) and/or (ii) achieves a TSR above that of the SNL US REIT Index (the “Index”) over a three-year performance period
(the “Relative Component”). To the extent awards would be earned under the Absolute Component but Vornado underperforms the
Index, such awards earned under the Absolute Component would be reduced (and potentially fully negated) based on the degree to
which Vornado underperforms the Index. In certain circumstances, in the event Vornado outperforms the Index but awards would not
otherwise be earned under the Absolute Component, awards may still be earned under the Relative Component. Moreover, to the
extent awards would otherwise be earned under the Relative Component but Vornado fails to achieve at least a 3% per annum
absolute TSR level, such awards earned under the Relative Component would be reduced based on Vornado’s absolute TSR
performance, with no awards being earned in the event Vornado’s TSR during the applicable measurement period is 0% or negative,
irrespective of the degree to which it may outperform the Index. If the designated performance objectives are achieved, OPP Units are
also subject to time-based vesting requirements; 33.33% in each of years three, four and five. Dividend payments on awards issued
accrue during the performance period and are paid to participants if, and only if, awards are ultimately earned based on the
achievement of the designated performance objectives. In addition, all of Vornado’s senior executive officers are required to hold any
earned OPP awards (or related equity) for at least one year following vesting.
158
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 and 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, 2016, 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, 2016 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, 2016 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, 2016.
159
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
We have audited the internal control over financial reporting of Vornado Realty Trust, together with its consolidated subsidiaries (the
“Company”) as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trustees,
management, and other personnel 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 trustees 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2016 of the Company
and our report dated February 13, 2017 expressed an unqualified opinion on those financial statements and financial statement
schedules.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 13, 2017
160
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.
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 and 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, 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.
As of December 31, 2016, 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, 2016 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
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.
The effectiveness of our internal control over financial reporting as of December 31, 2016 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, 2016.
161
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Vornado Realty L.P.
New York, New York
We have audited the internal control over financial reporting of Vornado Realty L.P. and consolidated subsidiaries (the “Partnership”)
as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Management of Vornado Realty Trust, sole general partner of the
Partnership, 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trustees,
management, and other personnel 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 trustees of Vornado Realty Trust; 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December
31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2016 of the Partnership
and our report dated February 13, 2017 expressed an unqualified opinion on those financial statements and financial statement
schedules.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 13, 2017
162
ITEM 9B. OTHER INFORMATION
None.
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 under the caption “Election of 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, 2016, 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.
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
Steven Roth
Age
75
Michael J. Franco
48
PRINCIPAL OCCUPATION, POSITION AND OFFICE
(Current and during past five years with Vornado unless otherwise stated)
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 since May 2004.
Executive Vice President - Chief Investment Officer since April 2015; Executive Vice President -
Head of Acquisitions and Capital Markets since November 2010; Managing Director (2003-2010)
and Executive Director (2001-2003) of the Real Estate Investing Group of Morgan Stanley.
David R. Greenbaum
65
President of the New York Division since April 1997 (date of our acquisition); President of Mendik
Realty (the predecessor to the New York Office division) from 1990 until April 1997.
Joseph Macnow
71
Executive Vice President - Finance and Chief Administrative Officer since June 2013; Executive
Vice President - Finance and Administration from January 1998 to June 2013, and Chief Financial
Officer from March 2001 to June 2013; Executive Vice President and Chief Financial Officer of
Alexander's, Inc. since August 1995.
Mitchell N. Schear
58
President of Vornado/Charles E. Smith L.P. (our Washington, DC division) since April 2003;
President of the Kaempfer Company from 1998 to April 2003 (date acquired by us).
Stephen W. Theriot
57
Chief Financial Officer since June 2013; Assistant Treasurer of Alexander's, Inc. since May 2014;
Partner at Deloitte & Touche LLP (1994 - 2013) and most recently, leader of its Northeast Real
Estate practice (2011 - 2013).
Vornado, the Operating Partnership’s sole general partner, has adopted a Code of Business Conduct and Ethics that applies to,
among others, Steven Roth, Vornado’s principal executive officer, and Stephen W. Theriot, Vornado’s principal financial and
accounting officer. This Code is available on Vornado’s website at www.vno.com.
163
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,” under the caption “Executive Compensation”
and such information is incorporated herein by reference.
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,” under the
caption “Principal Security Holders” and such information is incorporated herein by reference.
Equity compensation plan information
The following table provides information as of December 31, 2016 regarding Vornado’s equity compensation plans.
Plan Category
Equity compensation plans approved
by security holders
Equity compensation awards not
approved by security holders
Total
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)
4,787,974 (1) $
-
4,787,974
$
65.76
-
65.76
2,928,899 (2)
-
2,928,899
(1)
(2)
Includes an aggregate of 2,055,430 shares/units, comprised of (i) 21,007 restricted Vornado common shares, (ii) 693,567 restricted Operating Partnership
units and (iii) 1,340,856 Out-Performance Plan units, which do not have an exercise price.
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 would be 5,857,798.
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,” under the caption “Certain
Relationships and Related Transactions” and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information relating to principal accounting 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 Selection of Independent Auditors”
and such information is incorporated herein by reference.
164
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
PART IV
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.
II--Valuation and Qualifying Accounts--years ended December 31, 2016, 2015 and 2014
III--Real Estate and Accumulated Depreciation as of December 31, 2016
Pages in this
Annual Report
on Form 10-K
168
169
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.
The following exhibits listed on the Exhibit Index, which is incorporated herein by reference, are filed with this Annual Report on
Form 10-K.
Exhibit No.
2.1
10.29
12.1
12.2
21
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust,
Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., certain affiliates of JBG
Properties Inc. and JBG/Operating Partners set forth on Schedule A thereto, JBG SMITH Properties
and JBG SMITH Properties LP
Amended and Restated Revolving Credit Agreement dated as of November 7, 2016, 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.
Computation of Ratios for Vornado Realty Trust
Computation of Ratios for Vornado Realty L.P.
Subsidiaries of Vornado Realty Trust and Vornado Realty L.P.
Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust
Consent of Independent Registered Public Accounting Firm for Vornado Realty L.P.
Rule 13a-14 (a) Certification of Chief Executive Officer of Vornado Realty Trust
Rule 13a-14 (a) Certification of Chief Financial Officer of Vornado Realty Trust
Rule 13a-14 (a) Certification of Chief Executive Officer of Vornado Realty L.P.
Rule 13a-14 (a) Certification of Chief Financial Officer of Vornado Realty L.P.
Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
165
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.
SIGNATURES
VORNADO REALTY TRUST
(Registrant)
Date: February 13, 2017
By:
/s/ Stephen W. Theriot
Stephen W. Theriot, Chief Financial Officer
(duly authorized officer and principal financial and
accounting officer)
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
(Steven Roth)
Chairman of the Board of Trustees
and Chief Executive Officer
By:
/s/Candace K. Beinecke
(Candace K. Beinecke)
Trustee
By:
/s/Michael D. Fascitelli
(Michael D. Fascitelli)
Trustee
By:
/s/Robert P. Kogod
(Robert P. Kogod)
By:
/s/Michael Lynne
(Michael Lynne)
Trustee
Trustee
By:
/s/David Mandelbaum
(David Mandelbaum)
Trustee
By:
/s/Mandakini Puri
(Mandakini Puri)
By:
/s/Daniel R. Tisch
(Daniel R. Tisch)
By:
/s/Richard R. West
(Richard R. West)
Trustee
Trustee
Trustee
By:
/s/Russell B. Wight
(Russell B. Wight, Jr.)
Trustee
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
By:
/s/Stephen W. Theriot
(Stephen W. Theriot)
Chief Financial Officer
February 13, 2017
(Principal Financial and Accounting Officer)
166
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.
SIGNATURES
VORNADO REALTY L.P.
(Registrant)
Date: February 13, 2017
By:
/s/ Stephen W. Theriot
Stephen W. Theriot, Chief Financial Officer of
Vornado Realty Trust, sole general partner of
Vornado Realty L.P. (duly authorized officer and principal
financial and accounting officer)
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
By:
/s/Steven Roth
(Steven Roth)
By:
/s/Candace K. Beinecke
(Candace K. Beinecke)
By:
/s/Michael D. Fascitelli
(Michael D. Fascitelli)
By:
/s/Robert P. Kogod
(Robert P. Kogod)
By:
/s/Michael Lynne
(Michael Lynne)
By:
/s/David Mandelbaum
(David Mandelbaum)
By:
/s/Mandakini Puri
(Mandakini Puri)
By:
/s/Daniel R. Tisch
(Daniel R. Tisch)
By:
/s/Richard R. West
(Richard R. West)
By:
/s/Russell B. Wight
(Russell B. Wight, Jr.)
Title
Date
Chairman of the Board of Trustees and
February 13, 2017
Chief Executive Officer of Vornado Realty Trust
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
Trustee of Vornado Realty Trust
February 13, 2017
By:
/s/Stephen W. Theriot
(Stephen W. Theriot)
Chief Financial Officer of Vornado Realty Trust
(Principal Financial and Accounting Officer)
February 13, 2017
167
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2016
(Amounts in Thousands)
Column A
Column B
Description
Year Ended December 31, 2016:
Balance at
Beginning
of Year
Column D
Column E
Column C
Additions
Charged
Against
Uncollectible
Accounts
Operations Written-off
Balance
at End
of Year
Allowance for doubtful accounts
$
14,659
$
2,679
$
(4,191)
$
13,147
Year Ended December 31, 2015:
Allowance for doubtful accounts
$
21,209
$
(99)
$
(6,451)
$
14,659
Year Ended December 31, 2014:
Allowance for doubtful accounts
$
24,719
$
3,076
$
(6,586)
$
21,209
168
COLUMN A
COLUMN B
COLUMN C
COLUMN D
Initial cost to company (1)
COLUMN E
Gross amount at which
carried at close of period
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
COLUMN F COLUMN G COLUMN H COLUMN I
Life on
depreciation
in latest
income
statement
is computed
Encumbrances (2)
Land
improvements to acquisition Land
improvements Total (3)
amortization construction (4) acquired
Costs
Building
and
capitalized
subsequent
Buildings
and
Accumulated
depreciation
and
Date of
Date
New York
Manhattan
1290 Avenue of the Americas
$
697-703 Fifth Avenue (St. Regis - retail)
350 Park Avenue
666 Fifth Avenue (Retail Condo)
One Penn Plaza
100 West 33rd Street
1535 Broadway (Marriott Marquis)
150 West 34th Street
1540 Broadway
655 Fifth Avenue
Two Penn Plaza
90 Park Avenue
Manhattan Mall
770 Broadway
888 Seventh Avenue
Eleven Penn Plaza
640 Fifth Avenue
909 Third Avenue
150 East 58th Street
595 Madison Avenue
330 West 34th Street
828-850 Madison Avenue
33-00 Northern Boulevard
715 Lexington Avenue
478-486 Broadway
4 Union Square South
260 Eleventh Avenue
510 Fifth Avenue
606 Broadway
40 Fulton Street
689 Fifth Avenue
443 Broadway
40 East 66th Street
950,000 $ 515,539 $
152,825
450,000
265,889
400,000
189,005
390,000
-
-
242,776
398,402
-
-
119,657
205,000
105,914
-
102,594
140,000
53,615
575,000
8,000
-
88,595
181,598
52,898
700,000
-
375,000
40,333
450,000
38,224
-
-
350,000
39,303
-
62,731
-
-
-
80,000 107,937
46,505
60,782
-
-
30,000
-
24,079
116,022
-
-
34,602
-
-
25,768
15,732
-
19,721
-
11,187
-
13,616
-
923,653 $
584,230
363,381
471,072
412,169
247,970
249,285
268,509
214,208
231,903
164,903
175,890
113,473
95,686
117,269
85,259
25,992
120,723
80,216
62,888
8,599
28,261
86,226
26,903
20,063
55,220
80,482
18,728
54,399
26,388
13,446
41,186
34,635
218,275 $ 515,539 $
152,825
265,889
189,005
-
242,776
-
119,657
105,914
102,594
52,689
8,000
88,595
52,898
-
40,333
38,224
-
39,303
62,731
-
107,937
46,505
63,000
30,000
24,079
-
34,602
-
15,732
19,721
11,187
13,616
15
47,355
-
213,425
33,439
146,879
-
28,549
-
104,657
133,922
71,543
105,109
127,369
90,093
149,668
89,018
42,252
26,913
136,606
10
2,000
63,244
34,188
2,632
591
20,064
5,587
15,628
23,094
-
142
1,141,928 $ 1,657,467 $
737,070
676,625
660,077
625,594
524,185
396,164
388,166
348,671
334,497
323,175
317,812
273,611
253,693
244,638
215,685
213,884
209,741
161,771
152,532
145,205
136,208
134,731
90,147
84,251
81,931
81,073
73,394
59,986
57,748
56,261
52,373
48,393
584,245
410,736
471,072
625,594
281,409
396,164
268,509
242,757
231,903
270,486
309,812
185,016
200,795
244,638
175,352
175,660
209,741
122,468
89,801
145,205
28,271
88,226
27,147
54,251
57,852
81,073
38,792
59,986
42,016
36,540
41,186
34,777
1963
1960
1972
1911
1900
1968
1964
2009
1907
1980
1923
1950
1969
1969
1968
1925
1915
1923
2009
1965/2004
1911
1987
1925
267,734
31,803
106,513
49,040
274,984
70,106
14,979
10,628
48,294
18,993
145,896
104,063
54,431
81,596
108,194
68,628
44,685
83,782
53,983
35,028
13,616
8,245
4,990
7,933
11,003
17,928
3,207
7,129
-
18,691
10,521
3,736
9,630
2007
2014
2006
2012
1998
2007
2012
2015
2006
2013
1997
1997
2007
1998
1998
1997
1997
1999
1998
1999
1998
2005
2015
2001
2007
1993
2015
2010
2016
1998
1998
2013
2005
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
169
COLUMN A
COLUMN B
COLUMN C
COLUMN D
Initial cost to company (1)
COLUMN E
Gross amount at which
carried at close of period
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
COLUMN F COLUMN G
COLUMN H COLUMN I
Description
New York - continued
Manhattan - continued
155 Spring Street
435 Seventh Avenue
3040 M Street
608 Fifth Avenue
692 Broadway
131-135 West 33rd Street
265 West 34th Street
304 Canal Street
677-679 Madison Avenue
1131 Third Avenue
486 Eighth Avenue
431 Seventh Avenue
138-142 West 32nd Street
334 Canal Street
267 West 34th Street
1540 Broadway Garage
966 Third Avenue
148 Spring Street
150 Spring Street
137 West 33rd Street
488 Eighth Avenue
484 Eighth Avenue
825 Seventh Avenue
Other (including signage)
Total Manhattan
Other Properties
Hotel Pennsylvania
Paramus
Total Other Properties
Encumbrances (2)
Land
improvements to acquisition Land
improvements Total (3)
amortization construction (4) acquired
Costs
Building
and
capitalized
subsequent
Buildings
and
Accumulated
depreciation
and
Date of
Date
$
- $
97,706
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,700 $
19,893
7,830
-
6,053
8,315
28,500
3,511
13,070
7,844
20,000
16,700
9,252
1,693
5,099
4,086
8,869
3,200
3,200
6,398
10,650
3,856
1,483
75,862
5,945,278 2,660,341
30,544 $
19,091
27,490
-
22,908
21,312
-
12,905
9,640
7,844
71
2,751
9,936
6,507
10,037
8,914
3,631
8,112
5,822
1,550
1,767
762
697
14,829
5,730,335
3,578 $
37
3,517
36,499
3,540
24
-
8,184
388
5,236
-
-
-
7,300
-
-
-
416
277
-
(4,674)
399
33
110,071
13,700 $
19,893
7,830
-
6,053
8,315
28,500
-
13,070
7,844
20,000
16,700
9,252
1,693
5,099
4,086
8,869
3,200
3,200
6,398
6,859
3,856
1,483
75,865
2,107,092 2,715,116
34,122 $
19,128
31,007
36,499
26,448
21,336
-
24,600
10,028
13,080
71
2,751
9,936
13,807
10,037
8,914
3,631
8,528
6,099
1,550
884
1,161
730
124,897
47,822 $
39,021
38,837
36,499
32,501
29,651
28,500
24,600
23,098
20,924
20,071
19,451
19,188
15,500
15,136
13,000
12,500
11,728
9,299
7,948
7,743
5,017
2,213
200,762
7,782,652 10,497,768
8,470
6,934
8,942
6,051
7,658
323
-
-
2,657
1,076
-
671
476
565
800
2,364
303
1,848
1,338
68
200
385
361
25,377
1,866,856
2002
1932
1920
1910
1928
1920
1990
1932
2007
1997
2006
2012
2005
2016
2015
2014
2006
1997
2016
2007
2015
2011
2013
2006
2013
2008
2008
2015
2007
1997
1997
-
-
-
29,903
-
29,903
121,712
-
121,712
95,273
25,942
121,215
29,903
1,033
30,936
216,985
24,909
241,894
246,888
25,942
272,830
103,008
14,073
117,081
1919
1967
1997
1987
Total New York
5,945,278 2,690,244
5,852,047
2,228,307 2,746,052
8,024,546 10,770,598
1,983,937
170
Life on
depreciation
in latest
income
statement
is computed
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
Initial cost to company (1)
COLUMN E
Gross amount at which
carried at close of period
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
COLUMN F COLUMN G
COLUMN H COLUMN I
Costs
Building
and
capitalized
subsequent
Buildings
and
Accumulated
depreciation
and
Date of
Date
Land
improvements to acquisition Land
improvements Total (3)
amortization construction (4) acquired
Encumbrances (2)
Description
Washington, DC
2011-2451 Crystal Drive - 5 buildings $
S. Clark Street/12th Street - 5 buildings
2001 Jefferson Davis Highway,
2100/2200 Crystal Drive, 223 23rd
Street, 2221 South Clark Street, Crystal
City Shops at 2100, 220 20th Street
1550-1750 Crystal Drive/
241-251 18th Street - 4 buildings
RiverHouse Apartments - 3 buildings
The Bartlett
1825 - 1875 Connecticut Ave NW -
(Universal Buildings) - 2 buildings
WestEnd 25
2101 L Street, NW
2200/2300 Clarendon Blvd
(Courthouse Plaza) - 2 buildings
1800, 1851 and 1901 South Bell Street
- 3 buildings
875 15th Street, NW (Bowen Building)
1399 New York Avenue, NW
Commerce Executive - 3 buildings
Met Park/Warehouses
H Street - North 10-1D Land Parcel
Crystal City Hotel
1730 M Street, NW
Democracy Plaza One
Crystal Drive Retail
1109 South Capitol Street
South Capitol
1726 M Street, NW
1700 M Street
Other
Total Washington, DC
216,629 $ 100,935 $
63,420
57,213
53,708
68,426
409,920 $
231,267
131,206
162,507 $ 100,228 $
63,291
130,043
57,070
216,730
573,134 $
361,439
348,079
673,362 $
424,730
405,149
228,973
112,593 1981, 1983-1987
1984-1989
77,331
1964-1969
2002
2002
2002
37,307
64,817
218,330
96,244
64,652
314,739
379,391
111,549
1974-1980
307,710
-
185,000
118,421
41,687
69,393
100,841
143,415
11,000
67,049
32,815
-
125,078
-
143,320
5,039
51,642
105,475
76,671
216,844
19,063
138,851
41,687
68,612
107,638
83,064
53,505
68,198
39,768
-
181,319
216,844
163,164
111,528
127,753
158,980
320,170
258,531
231,776
179,726
167,521
158,980
47,192
3,664
44,146
20,143
36,447
62,247
1956, 1963
1975
1988-1989
-
37,551
118,806
356
37,551
119,162
156,713
39,446
1968
-
-
-
-
-
-
14,853
-
-
-
-
-
28,728
-
1,167,617
30,077
33,481
13,401
65,259
104,473
8,000
10,095
-
-
11,541
4,009
9,450
23,359
1,763
968,209
98,962
67,363
58,705
1,326
55
47,191
17,541
33,628
20,465
178
6,273
22,062
24,876
52,408
1,991,116
5,443
7,075
29,414
26,309
(32,808)
11,659
15,521
5,954
5,806
(253)
(1,865)
(30,660)
(48,231)
14,134
1,170,163
30,176
34,178
13,140
82,898
61,970
8,000
10,687
-
-
11,597
-
-
-
1,763
934,317
104,306
73,741
88,380
9,996
9,750
58,850
32,470
39,582
26,271
(131)
8,417
852
4
66,542
134,482
107,919
101,520
92,894
71,720
66,850
43,157
39,582
26,271
11,466
8,417
852
4
68,305
3,195,171 4,129,488
2004
-
1985-1989
1968
1963
1987
2004
1964
1970
29,760
10,715
32,027
28
-
18,059
12,094
20,252
11,069
-
306
-
-
1,104
919,145
2002
2007
2007
2007
2007
2003
2002
2002
2005
2011
2002
2007
2007
2004
2002
2002
2004
2007
2005
2006
2002
171
Life on
depreciation
in latest
income
statement
is computed
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
Initial cost to company (1)
COLUMN E
Gross amount at which
carried at close of period
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
Encumbrances (2)
Land
improvements to acquisition Land
improvements Total (3)
amortization construction (4) acquired
Costs
Building
and
capitalized
subsequent
Buildings
and
Accumulated
depreciation
and
Date of
Date
COLUMN F COLUMN G
COLUMN H COLUMN I
Life on
depreciation
in latest
income
statement
is computed
Description
Other
theMART
Illinois
theMART, Chicago
527 West Kinzie, Chicago
Total Illinois
New York
MMPI Piers
$
675,000 $
-
675,000
64,528 $
5,166
69,694
319,146 $
-
319,146
368,328 $
25
368,353
64,535 $
5,166
69,701
687,467 $
25
687,492
752,002 $
5,191
757,193
259,808
-
259,808
1930
1998
1998
(5)
-
-
-
14,663
-
14,663
14,663
1,916
2008
(5)
Total theMART
675,000
69,694
319,146
383,016
69,701
702,155
771,856
261,724
555 California Street
220 Central Park South
Borgata Land, Atlantic City, NJ
Wayne Towne Center
40 East 66th Residential
Annapolis
677-679 Madison
Other
Total Other
Leasehold improvements
equipment and other
579,795 221,903
950,000 115,720
83,089
-
29,199
-
1,462
-
521,067
56,607
-
-
-
-
-
2,261,402
893,324
16,420
-
26,137
85,798
9,652
1,058
3,766
1,355,301
117,729
987,158
-
51,253
(93,222)
-
284
726
1,446,944
221,903
-
83,089
-
8,454
-
1,626
-
384,773
1,011,053 1,232,956
1,119,298 1,119,298
83,089
77,390
21,775
9,652
2,804
4,492
2,938,539 3,323,312
-
77,390
13,321
9,652
1,178
4,492
243,944 1922/1969/1970
-
-
12,158
3,402
3,458
400
972
526,058
2007
2005
2010
2010
2005
2005
2006
2005
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
-
-
-
116,560
-
116,560
116,560
84,434
Total December 31, 2016
$
9,374,297 $ 4,179,520 $
9,198,464 $
4,961,974 $ 4,065,142 $
14,274,816 $ 18,339,958 $
3,513,574
(1) Initial cost is cost as of January 30, 1982 (the date on which we commenced real estate operations) unless acquired subsequent to that date see Column H.
(2) Represents the contractual debt obligations.
(3) The net basis of our assets and liabilities for tax reporting purposes is approximately $3.7 billion lower than the amount reported for financial statement purposes.
(4) Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.
(5) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.
172
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,
2015
2016
2014
$ 18,090,137 $ 16,822,358 $ 15,392,968
30,805
1,074,259
19,195,201
855,243
225,536
1,348,153
16,966,657
144,299
$ 18,339,958 $ 18,090,137 $ 16,822,358
281,048
1,288,136
18,391,542
301,405
$
$
3,418,267 $
478,788
3,897,055
383,481
3,513,574 $
3,161,633 $
459,612
3,621,245
202,978
3,418,267 $
2,829,862
461,689
3,291,551
129,918
3,161,633
Real Estate
Balance at beginning of period
Additions during the period:
Land
Buildings & improvements
Less: Assets sold, written-off and deconsolidated
Balance at end of period
Accumulated Depreciation
Balance at beginning of period
Additions charged to operating expenses
Less: Accumulated depreciation on assets sold, written-off and deconsolidated
Balance at end of period
173
EXHIBIT INDEX
Exhibit No.
2.1
-
Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado
Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P.,
certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on
Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP
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 March 2, 2000 -
Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report on
Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on
March 9, 2000
3.3
-
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
3.4
-
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
3.5
-
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
3.6
-
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
3.7
-
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
3.8
-
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
3.9
-
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
3.10
-
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
3.11
-
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
3.12
-
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
___________________________________________
Incorporated by reference.
*
174
*
*
*
*
*
*
*
*
*
*
*
*
3.13
- 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
3.14
-
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
3.15
-
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
3.16
-
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
3.17
-
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
3.18
-
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
3.19
-
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
3.20
-
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
3.21
-
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
3.22
-
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
3.23
3.24
-
-
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
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
3.25
-
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
3.26
-
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
___________________________________________
*
Incorporated by reference.
*
*
*
*
*
*
*
*
*
*
*
*
*
*
175
3.27
-
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
3.28
-
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
3.29
-
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
3.30
-
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
3.31
-
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
3.32
-
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
3.33
-
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
3.34
-
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
3.35
-
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
3.36
-
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
3.37
-
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
3.38
-
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
3.39
-
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
3.40
-
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.
176
*
*
*
*
*
*
*
*
*
*
*
*
*
*
3.41
3.42
3.43
3.44
3.45
3.46
-
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
-
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
-
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
-
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
-
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
-
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
3.47
-
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
3.48
- 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
3.49
-
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
3.50
3.51
4.1
-
-
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
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
-
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
___________________________________________
*
Incorporated by reference.
*
*
*
*
*
*
*
*
*
*
*
*
177
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
10.1
10.2
**
- 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
- 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
**
- Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust,
The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference to
Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K
(File No. 001-11954), filed on April 30, 1997
10.4
10.5
**
- Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado,
Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. Smith
Commercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado Realty
Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002
- 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
10.6
**
- 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
10.7
- 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 for the quarter ended June 30, 2002 (File No. 001-06064),
filed on August 7, 2002
10.8
**
- Form of Vornado Realty Trust's 2002 Omnibus Share Plan - Incorporated by reference to
Exhibit 4.2 to Vornado Realty Trust's Registration Statement on Form S-8
(File No. 333-102216), filed on December 26, 2002.
10.9
**
-
Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph
Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to Vornado
Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
(File No. 001-11954), filed on August 1, 2006
10.10
**
-
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
___________________________________________
*
**
Incorporated by reference.
Management contract or compensatory agreement.
*
*
*
*
*
*
*
*
*
*
178
10.11
**
10.12
**
10.13
**
- 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
- Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19,
2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954),
filed on May 1, 2007
- Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow,
dated December 29, 2008. Incorporated by reference to Exhibit 10.48 to Vornado Realty
Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No.
001-11954) filed on February 24, 2009
10.14
**
- Amendment to Employment Agreement between Vornado Realty Trust and David R.
Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.49 to
Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 001-11954) filed on February 24, 2009
10.15
**
- Amendment to Indemnification Agreement between Vornado Realty Trust and David R.
Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.50 to
Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 001-11954) filed on February 24, 2009
10.16
**
- Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N.
Schear, dated December 29, 2008. Incorporated by reference to Exhibit 10.51 to Vornado
Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File
No. 001-11954) filed on February 24, 2009
*
*
*
*
*
*
10.17
**
- 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
10.18
**
- Form of Vornado Realty Trust 2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option
Agreement. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust's Current
Report on Form 8-K (File No. 001-11954) filed on April 5, 2012
10.19
**
- Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement.
Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust's Current Report on Form
8-K (File No. 001-11954) filed on April 5, 2012
10.20
**
- 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
10.21
**
- Form of Vornado Realty Trust 2012 Outperformance Plan Award Agreement.
Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust's Annual Report on Form
10-K for the year ended December 31, 2012 (File No. 001-11954) filed on February 26, 2013
*
*
*
*
___________________________________________
*
**
Incorporated by reference.
Management contract or compensatory agreement.
179
10.22
**
- Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement. Incorporated
by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013
10.23
**
- Employment agreement between Vornado Realty Trust and Stephen W. Theriot dated
June 1, 2013. Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-11954),
filed on August 5, 2013
10.24
**
-
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
10.25
**
-
Form of Vornado Realty Trust 2014 Outperformance Plan Award Agreement. Incorporated
by reference to Exhibit 10.53 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
10.26
- Amended and Restated Revolving Credit Agreement dated as of September 30, 2014, by and
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 10.54 to
Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014 (File No. 001-11954), filed on November 3, 2014
10.27
**
- Form of Vornado Realty Trust 2016 Outperformance Plan Award Agreement. Incorporated by
reference to Exhibit 99.1 to Vornado Realty Trust’s Current Report on Form 8-K
(File No. 001-11954), filed on January 21, 2016
10.28
- Term Loan Agreement dated as of October 30, 2015, by and 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 10.32 to Vornado Realty Trust's Annual Report on
Form 10-K for the year ended December 31, 2015 (File No. 001-11954), filed on
February 16, 2016.
10.29
- Amended and Restated Revolving Credit Agreement dated as of November 7, 2016, 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.
Management contract or compensatory agreement.
*
**
180
12.1
12.2
21
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
-
Computation of Ratios for Vornado Realty Trust
Computation of Ratios for Vornado Realty L.P.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Subsidiaries of Vornado Realty Trust and Vornado Realty L.P.
Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust
Consent of Independent Registered Public Accounting Firm for Vornado Realty L.P.
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.
XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
181
VORNADO CORPORATE INFORMATION
TRUSTEES
STEVEN ROTH
Chairman of the Board
CANDACE K. BEINECKE, Lead Trustee
Chair of Hughes Hubbard & Reed LLP
MICHAEL D. FASCITELLI
Owner of MDF Capital LLC and former President
and Chief Executive Officer of Vornado
ROBERT P. KOGOD*
President of Charles E. Smith Management LLC
MICHAEL LYNNE
Principal of Unique Features
DAVID M. MANDELBAUM
Partner, Interstate Properties
MANDAKINI PURI
Private Equity Consultant
DANIEL R. TISCH*
Managing Member,
TowerView LLC
RICHARD R. WEST*
Dean Emeritus, Leonard N. Stern School of Business,
New York University
RUSSELL B. WIGHT, JR
Partner, Interstate Properties
*Members of the Audit Committee
CORPORATE OFFICERS
STEVEN ROTH
Chairman of the Board
Chief Executive Officer
DAVID R. GREENBAUM
President of the New York Division
MICHAEL J. FRANCO
Executive Vice President –
Chief Investment Officer
JOSEPH MACNOW
Executive Vice President –
Chief Financial Officer and Chief Administrative Officer
DIVISION EXECUTIVE VICE PRESIDENTS
GLEN J.WEISS
Executive Vice President
Office Leasing – New York Division
BARRY S. LANGER
Executive Vice President
Development – New York Division
ED HOGAN
Executive Vice President
Retail Leasing – New York Division
MICHAEL DOHERTY
President – BMS Division
ROBERT ENTIN
Executive Vice President
Chief Information Officer
MARK HUDSPETH
Executive Vice President
Head of Capital Markets
MATTHEW IOCCO
Executive Vice President
Chief Accounting Officer
BRIAN KURTZ
Executive Vice President
Financial Administration
MYRON MAURER
Chief Operating Officer – theMART
THOMAS SANELLI
Chief Financial Officer – New York Division
GASTON SILVA
Chief Operating Officer – New York Division
CRAIG STERN
Executive Vice President
Tax & Compliance
WASHINGTON, DC DIVISION
To Become JBG SMITH Properties
MITCHELL N. SCHEAR
Current President
STEPHEN W. THERIOT
Chief Financial Officer
JAMES E. CREEDON
Office Leasing
LAURIE H. KRAMER
Finance
PATRICK J. TYRRELL
Chief Operating Officer
COMPANY DATA
EXECUTIVE OFFICES
888 Seventh Avenue
New York, New York 10019
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
Parsippany, New Jersey
COUNSEL
Sullivan & Cromwell LLP
New York, New York
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Co.
New York, New York
MANAGEMENT CERTIFICATIONS
The Company’s Chief Executive Officer and
Chief Financial Officer provided certifications
to the Securities and Exchange Commission as
required by Section 302 of the Sarbanes-Oxley
Act of 2002 and these certifications are included
in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2016. In
addition, as required by Section 303A.12(a) of
the New York Stock Exchange (NYSE) Listed
Company Manual, on June 22, 2016 the
Company’s Chief Executive Officer submitted
to the NYSE the annual CEO certification
regarding the Company’s compliance with the
NYSE’s corporate governance listing standards.
REPORT ON FORM 10-K
Shareholders may obtain a copy of the
Company’s annual report on Form 10-K as filed
with the Securities and Exchange Commission
free of charge (except for exhibits), by writing
to the Secretary, Vornado Realty Trust,
888 Seventh Avenue, New York, New York
10019; or, visit the Company’s website at
www.vno.com and refer to the Company’s SEC
filings.
ANNUAL MEETING
The annual meeting of shareholders of Vornado
Realty Trust, will be held at 11:30 AM on
Thursday, May 18, 2017 at the Saddle Brook
Marriott, Interstate 80 and the Garden State
Parkway, Saddle Brook, New Jersey 07663.
10JUL201211394241