10-K/A 1 vrt201410ka.htm FORM 10-K/A vrt201410ka.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K/A

(Amendment No. 1)

 

 

x

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

 

For the Fiscal Year Ended:

December 31, 2014

 

 

 

 

 

 

OR

 

o

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

 

 

For the transition period from

 

to

 

   

 

 

Commission File Number:

001‑11954

 

 

 

VORNADO REALTY TRUST

 

 (Exact name of Registrant as specified in its charter)

 

Maryland

 

22‑1657560

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

888 Seventh Avenue, New York, New York

 

10019

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number including area code:

(212) 894‑7000

 

 

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

 

Title of Each Class

 

Name of Each Exchange on Which Registered

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

 

New York Stock Exchange

 

 

 

Cumulative Redeemable Preferred Shares of beneficial
interest, no par value:

 

 

 

 

 

6.625% Series G

 

New York Stock Exchange

 

 

 

6.625% Series I

 

New York Stock Exchange

 

 

 

6.875% Series J

 

New York Stock Exchange

 

 

 

5.70% Series K

 

New York Stock Exchange

 

 

 

5.40% Series L

 

New York Stock Exchange

 

 

 

Securities registered pursuant to Section 12(g) of the Act:      NONE

 


 

 

 

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

 

YES  x     NO o

 

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

YES o     NO x

 

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.

YES x     NO o

 

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).  

YES x     NO o

 

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. x

 

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.

 

x Large Accelerated Filer

 

o Accelerated Filer

o Non-Accelerated Filer (Do not check if smaller reporting company)

 

o Smaller Reporting Company

 

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

YES o  NO x

 

The aggregate market value of the voting and non-voting common shares held by non‑affiliates of the registrant, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $18,241,786,000 at June 30, 2014.

 

As of December 31, 2014, there were 187,887,498 of the registrant’s common shares of beneficial interest outstanding.

 

Documents Incorporated by Reference

 

Part III:  Portions of Proxy Statement for Annual Meeting of Shareholders to be held on May 21, 2015.

 

 

 


 

 

Explanatory Note

 

In accordance with Rule 3-09 of Regulation S-X, Vornado Realty Trust (the “Registrant” or “Vornado”) is required to include in its Annual Report on Form 10-K for the year ended December 31, 2014, audited financial statements of Toys “R” Us, Inc. (“Toys”), an equity method investment in which Vornado owns approximately 32.6% of the common equity as of December 31, 2014.  On February 17, 2015, Vornado filed its Annual Report on Form 10-K for the year ended December 31, 2014 with the Securities and Exchange Commission indicating on the cover page that it would file an amendment to its Form 10-K to include Toys’ audited financial statements and related disclosures as soon as practicable after they were available. 

On March 26, 2015, Toys filed its Annual Report on Form 10-K for its fiscal year ended January 31, 2015.  Accordingly, Vornado is filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) to its Form 10-K, filed on February 17, 2015, to incorporate by reference to this Amendment No. 1, Toys’ audited financial statements and related disclosures and to similarly include the consent of Deloitte & Touche LLP, Toys’ independent registered public accounting firm with respect to its report on such audited financial statements for the fiscal year ended January 31, 2015.

Except as otherwise expressly noted herein, this Amendment No. 1 does not reflect events occurring after the filing of Vornado’s original Form 10-K on February 17, 2015.  Accordingly, this Amendment No. 1 should be read in conjunction with Vornado’s original Form 10-K.

 

 

 


 

 

PART IV

 

Item 15.              Exhibits, Financial Statement Schedules

(a)               Vornado’s consolidated financial statements are set forth in Item 8 of Vornado’s Annual Report on Form 10-K filed on February 17, 2015 (the “Original Form 10-K”).

 

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

 

II--Valuation and Qualifying Accounts--years ended December 31, 2014, 2013 and 2012

Page 149 of the Original Form 10-K.

  

III--Real Estate and Accumulated Depreciation as of December 31, 2014

Page 150 of the Original Form 10-K.

 

The consolidated financial statements of Toys R Us, Inc. are incorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (File No. 001-11609), filed with the Securities and Exchange Commission on March 26, 2015.

 

See the exhibit index attached hereto and incorporated herein by reference.  The following exhibits listed on the exhibit index, which is incorporated herein by reference, are filed with this Annual Report on Form 10-K/A (Amendment No. 1).

 

 

Exhibits

 

 

 

12

 

 

Computation of Ratios – incorporated herein by reference to Exhibit 12 to Vornado Realty Trust’s Form 10-K for the year ended December 31, 2014 (File No. 001-11954), filed on February 17, 2015

21

 

 

Subsidiaries of Registrant – incorporated herein by reference to Exhibit 21 to Vornado Realty Trust’s Form 10-K for the year ended December 31, 2014 (File No. 001-11954), filed on February 17, 2015

23.1

 

 

Consent of Independent Registered Public Accounting Firm – incorporated herein by reference to Exhibit 23 to Vornado Realty Trust’s Form 10-K for the year ended December 31, 2014 (File No. 001-11954), filed on February 17, 2015

23.2

 

 

Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP

31.1

 

 

Rule 13a-14 (a) Certification of the Chief Executive Officer

31.2

 

 

Rule 13a-14 (a) Certification of the Chief Financial Officer

32.1

 

 

Section 1350 Certification of the Chief Executive Officer

32.2

 

 

Section 1350 Certification of the Chief Financial Officer

99.1

 

 

Consolidated Financial Statements of Toys R Us, Inc., Report of Independent Registered Public Accounting Firm thereon and Notes to Such Consolidated Financial Statements. Incorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (File No. 001-11609), filed with the Securities and Exchange Commission on March 26, 2015

 

(b)           See Exhibit Index attached to this Amendment No. 1.

 

(c)           The financial statements required by Rule 3-09 of Regulation S-X are listed as Exhibit 99.1 to this Amendment No. 1.

 

 


 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

VORNADO REALTY TRUST

 

 

(Registrant)

 

 

 

 

 

 

Date: March 27, 2015

By:

/s/ Stephen W. Theriot

 

 

Stephen W. Theriot, Chief Financial Officer

(duly authorized officer and principal financial and accounting officer)

 

 


 

 

EXHIBIT INDEX

 

Exhibit No.

3.1 

-

Articles of Restatement of Vornado Realty Trust, as filed with the State

*

Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated

by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q

for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007

3.2 

-

Amended and Restated Bylaws of Vornado Realty Trust, as amended on 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

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

_______________________

*

Incorporated by reference.

 

 


 

 

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 

-

Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated

*

by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q

for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002

3.24 

-

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.

 

 


 

 

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.

 

 


 

 

3.41 

-

Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited

*

Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to

Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on

June 27, 2007

3.42 

-

Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited

*

Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to

Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on

June 27, 2007

3.43 

-

Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited

*

Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to

Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on

June 27, 2007

3.44 

-

Fortieth Amendment to Second Amended and Restated Agreement of Limited

*

Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to

Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on

June 27, 2007

3.45 

-

Forty-First Amendment to Second Amended and Restated Agreement of Limited

*

Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to

Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31,

2008 (file No. 001-11954), filed on May 6, 2008

3.46 

-

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

*

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

3.49 

-

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

4.1 

-

Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of

*

New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty

Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005

(File No. 001-11954), filed on April 28, 2005

4.2 

-

Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado

*

Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by

reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K

(File No. 001-11954), filed on November 27, 2006

Certain instruments defining the rights of holders of long-term debt securities of Vornado

Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation

S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange

_______________________

*

Incorporated by reference.

 

 


 

 

10.1 

-

Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29,

*

1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K

for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993

10.2 

**

-

Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992

*

- Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year

ended December 31, 1992 (File No. 001-11954), filed February 16, 1993

10.3 

**

-

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 

-

Agreement and Plan of Merger, dated as of October 18, 2001, by and among Vornado Realty

*

Trust, Vornado Merger Sub L.P., Charles E. Smith Commercial Realty L.P., Charles E.

Smith Commercial Realty L.L.C., Robert H. Smith, individually, Robert P. Kogod,

individually, and Charles E. Smith Management, Inc. - Incorporated by reference to

Exhibit 2.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954),

filed on January 16, 2002

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

10.6 

**

-

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

10.7 

**

-

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

10.8 

-

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

10.9 

**

-

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

10.11 

**

-

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

_______________________

*

Incorporated by reference.

**

Management contract or compensatory agreement.

 

 


 

 

10.12 

**

-

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

10.13 

**

-

Amendment to Employment Agreement between Vornado Realty Trust and Michael D.

*

Fascitelli, dated December 29, 2008. Incorporated by reference to Exhibit 10.47 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 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

10.15 

**

-

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

10.16 

**

-

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

10.17 

**

-

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

10.18 

**

-

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

10.19 

**

-

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

10.20 

**

-

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

10.21 

**

-

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

10.22 

**

-

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

10.23 

**

-

Letter Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated

*

February 27, 2013. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust’s

Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013

_______________________

*

Incorporated by reference.

**

Management contract or compensatory agreement.

 

 


 

 

10.24 

**

-

Waiver and Release between Vornado Realty Trust and Michael D. Fascitelli, dated

*

February 27, 2013. Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s

Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013

10.25 

-

Amendment to June 2011 Revolving Credit Agreement dated as of March 28, 2013, by and

*

among Vornado Realty L.P., as Borrower, the banks listed on the signature pages, and

J.P. Morgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to

Exhibit 10.48 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

10.26 

**

-

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

10.27 

**

-

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

10.28 

**

-

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

10.29 

**

-

Form of Vornado Realty Trust 2014 Outerperformance 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

10.30 

-

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

 

12

 

-

 

Computation of Ratios – incorporated herein by reference to Exhibit 12 to Vornado Realty

 

*

 

 

 

 

 

 

 

Trust’s Form 10-K for the year ended December 31, 2014 (File No. 001-11954), filed

 

 

 

 

 

 

 

 

 

on February 27, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

 

-

 

Subsidiaries of the Registrant – incorporated herein by reference to Exhibit 21 to Vornado

 

*

 

 

 

 

 

 

 

Realty Trust’s Form 10-K for the year ended December 31, 2014 (File No. 001-11954),

 

 

 

 

 

 

 

 

 

filed on February 27, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1

 

-

 

Consent of Independent Registered Public Accounting Firm – incorporated herein by reference

 

*

 

 

 

 

 

 

 

to Exhibit 23 to Vornado Realty Trust’s Form 10-K for the year ended December 31, 2014

 

 

 

 

 

 

 

 

 

(File No. 001-11954), filed on February 17, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.2

 

-

 

Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

-

 

Rule 13a-14 (a) Certification of the Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

-

 

Rule 13a-14 (a) Certification of the Chief Financial Officer