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Risks

• A significant portion of our properties is located in the New York City Metropolitan area and is affected by the economic cycles and risks inherent to this area.
• We are subject to risks that affect the general and New York City retail environments.
• Our performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry.
• Terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow.
• 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.
• U.S. federal tax reform legislation now and in the future could affect REITs generally, the geographic markets in which we operate, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.
• Real estate is a competitive business and that competition may adversely impact us.
• We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.
• We may be adversely affected by trends in office real estate.
• We may be unable to renew leases or relet space as leases expire.
• Bankruptcy or insolvency of tenants may decrease our revenue, net income and available cash.
• We face risks associated with property acquisitions.
• We are exposed to risks associated with property redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.
• 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.
• It may be difficult to sell real estate timely, which may limit our flexibility.
• 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.
• 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.
• We are subject to risks involved in real estate activity through joint ventures and private equity real estate funds.
• Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
• We may not be able to obtain capital to make investments.
• 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.
• We have a substantial amount of indebtedness that could affect our future operations.
• We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.
• Failure to hedge effectively against interest rate changes may adversely affect results of operations.
• Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.
• A downgrade in our credit ratings could materially and adversely affect our business and financial condition.
• Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares.
• The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions.
• Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
• We may change our policies without obtaining the approval of our equity holders.
• 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.
• There may be conflicts of interest between Alexander’s and us.
• The trading price of Vornado’s common shares has been volatile and may continue to fluctuate.
• 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.
• Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.
• Vornado may fail to qualify or remain qualified as a REIT and may be required to pay federal income taxes at corporate rates.
• We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increase in our tax liability.
• We may face possible adverse state and local tax audits and changes in state and local tax law.
• We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
• The occurrence of cyber incidents, or a deficiency in our cyber security, as well as other disruptions of our IT networks and related systems, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.
• Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.
• Changes in the method pursuant to which the LIBOR rates are determined and phasing out of LIBOR after 2021 may affect our financial results.
• Some of our potential losses may not be covered by insurance.