View:

Download DOC

Download PDF

Download XLS

vrt201510ka.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, 2015

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 $16,366,466,000 at June 30, 2015.

As of December 31, 2015, there were 188,576,853 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 19, 2016.

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, 2015, audited financial statements of Toys “R” Us, Inc. (“Toys”), an equity method investment in which Vornado owns approximately 32.5% of the common equity as of December 31, 2015. On February 16, 2016, Vornado filed its Annual Report on Form 10-K for the year ended December 31, 2015 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 24, 2016, Toys filed its Annual Report on Form 10-K for its fiscal year ended January 30, 2016. Accordingly, Vornado is filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) to its Form 10-K, filed on February 16, 2016, to incorporate by reference to this Amendment No. 1, Toys’ audited financial statements and related disclosures and to similarly include the consent of Ernst & Young LLP, Toys’ independent registered public accounting firm with respect to its report on such audited financial statements for the year ended January 30, 2016, and the consent of Deloitte & Touche LLP, Toys’ independent registered public accounting firm with respect to its report on such audited financial statements for each of the two fiscal years in the period 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 16, 2016. 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 16, 2016 (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, 2015, 2014 and 2013

Page 145 of the Original Form 10-K.

III--Real Estate and Accumulated Depreciation as of December 31, 2015

Page 146 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 30, 2016 (File No. 001-11609), filed with the Securities and Exchange Commission on March 24, 2016.

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, 2015 (File No. 001-11954), filed on February 16, 2016
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, 2015 (File No. 001-11954), filed on February 16, 2016
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, 2015 (File No. 001-11954), filed on February 16, 2016
23.2			Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP
23.3			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 30, 2016 (File No. 001-11609), filed with the Securities and Exchange Commission on March 24, 2016

(b) See Exhibit Index attached 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: April 11, 2016	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
			Commission
			_______________________
	*		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

10.31	^**	-	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

10.32		-	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
				_______________________
		*		Incorporated by reference.
		**		Management contract or compensatory agreement.


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, 2015 (File No. 001-11954), filed
			on February 16, 2016

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, 2015 (File No. 001-11954),
			filed on February 16, 2016

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, 2015
			(File No. 001-11954), filed on February 16, 2016

23.2	-	Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP

23.3	-	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 year
			ended January 30, 2016 (File No. 001-11609), filed with the Securities and Exchange
			Commission on March 24, 2016
			_______________________
	*		Incorporated by reference.
	**		Management contract or compensatory agreement.

exhibit232.htm - Generated by SEC Publisher for SEC Filing

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Vornado Realty Trust of our reports dated March 24, 2016, with respect to the consolidated financial statements and schedule of Toys “R” Us, Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of Toys “R” Us, Inc. and subsidiaries, included in it’s Annual Report (Form 10-K) for the year ended January 30, 2016, filed with the Securities and Exchange Commission:

Amendment No. 1 to Registration Statement No. 333-36080 on Form S-3

Registration Statement No. 333-64015 on Form S-3

Amendment No.1 to Registration Statement No. 333-50095 on Form S-3

Registration Statement No. 333-52573 on Form S-8

Registration Statement No. 333-76327 on Form S-3

Amendment No.1 to Registration Statement No. 333-89667 on Form S-3

Amendment No.1 to Registration Statement No. 333-102215 on Form S-3

Amendment No.1 to Registration Statement No. 333-102217 on Form S-3

Registration Statement No. 333-105838 on Form S-3

Registration Statement No. 333-107024 on Form S-3

Registration Statement No. 333-109661 on Form S-3

Registration Statement No. 333-114146 on Form S-3

Registration Statement No. 333-114807 on Form S-3

Registration Statement No. 333-121929 on Form S-3

Amendment No. 1 to Registration Statement No. 333-120384 on Form S-3

Registration Statement No. 333-126963 on Form S-3

Registration Statement No. 333-139646 on Form S-3

Registration Statement No. 333-141162 on Form S-3

Registration Statement No. 333-150592 on Form S-3

Registration Statement No. 333-166856 on Form S-3

Registration Statement No. 333-172880 on Form S-8

Registration Statement No. 333-191865 on Form S-4

and in the following joint registration statements of Vornado Realty Trust and Vornado Realty L.P.:

Registration Statement No. 333-203294 on Form S-3

/s/ Ernst & Young LLP

New York, New York

April 8, 2016

exhibit233.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of Vornado Realty Trust of our report dated March 26, 2015 relating to the consolidated balance sheet of Toys "R" Us, Inc. and subsidiaries (the "Company") as of January 31, 2015 and the related consolidated statements of operations, comprehensive loss, stockholders' (deficit) equity, and cash flows for each of the two fiscal years in the period ended January 31, 2015 and the related financial statement schedule, incorporated by reference in this Amendment No. 1 to Annual Report on Form 10-K of the Vornado Realty Trust for the year ended December 31, 2015:

Amendment No. 1 to Registration Statement No. 333-36080 on Form S-3

Registration Statement No. 333-64015 on Form S-3

Amendment No.1 to Registration Statement No. 333-50095 on Form S-3

Registration Statement No. 333-52573 on Form S-8

Registration Statement No. 333-76327 on Form S-3

Amendment No.1 to Registration Statement No. 333-89667 on Form S-3

Amendment No.1 to Registration Statement No. 333-102215 on Form S-3

Amendment No.1 to Registration Statement No. 333-102217 on Form S-3

Registration Statement No. 333-105838 on Form S-3

Registration Statement No. 333-107024 on Form S-3

Registration Statement No. 333-109661 on Form S-3

Registration Statement No. 333-114146 on Form S-3

Registration Statement No. 333-114807 on Form S-3

Registration Statement No. 333-121929 on Form S-3

Amendment No. 1 to Registration Statement No. 333-120384 on Form S-3

Registration Statement No. 333-126963 on Form S-3

Registration Statement No. 333-139646 on Form S-3

Registration Statement No. 333-141162 on Form S-3

Registration Statement No. 333-150592 on Form S-3

Registration Statement No. 333-166856 on Form S-3

Registration Statement No. 333-172880 on Form S-8

Registration Statement No. 333-191865 on Form S-4

and in the following joint registration statement of Vornado Realty Trust and Vornado Realty L.P.:

Registration Statement No. 333-203294 on Form S-3

/s/ Deloitte & Touche LLP

New York, New York

April 11, 2016

exhibit311.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 31.1

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Annual Report on Form 10-K/A (Amendment No.1) of Vornado Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	April 11, 2016

	/s/ Steven Roth
	Steven Roth
	Chairman of the Board and Chief Executive Officer

exhibit312.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 31.2

CERTIFICATION

I, Stephen W. Theriot, certify that:

1. I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Vornado Realty Trust;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	April 11, 2016

	/s/ Stephen W. Theriot
	Stephen W. Theriot
	Chief Financial Officer

exhibit321.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 10-K/A (Amendment No. 1) for year ended December 31, 2015 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


April 11, 2016		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and Chief Executive Officer

exhibit322.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)


April 11, 2016		/s/ Stephen W. Theriot
	Name:	Stephen W. Theriot
	Title:	Chief Financial Officer