8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

January 31, 2023

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland	No.	001-11954	No.	22-1657560
(State or Other	(Commission		(IRS Employer
Jurisdiction of Incorporation)	File Number)		Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	No.	001-34482	No.	13-3925979
(State or Other	(Commission		(IRS Employer
Jurisdiction of Incorporation)	File Number)		Identification No.)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Vornado Realty Trust	Common Shares of beneficial interest, $.04 par value per share	VNO	New York Stock Exchange
	Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust	5.40% Series L	VNO/PL	New York Stock Exchange
Vornado Realty Trust	5.25% Series M	VNO/PM	New York Stock Exchange
Vornado Realty Trust	5.25% Series N	VNO/PN	New York Stock Exchange
Vornado Realty Trust	4.45% Series O	VNO/PO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

    On January 31, 2023, Vornado Realty Trust (the "Company"), the general partner of Vornado Realty L.P., issued a press release announcing impairment charges expected to be included in its fourth quarter 2022 financial results. That press release is attached to this current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibit.
	The following exhibit is being furnished as part of this Current Report on Form 8-K:
	99.1	Vornado Realty Trust press release dated January 31, 2023

2

SIGNATURE 

    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 hereunto duly authorized.

VORNADO REALTY TRUST
(Registrant)
By:	/s/ Deirdre Maddock
Name:	Deirdre Maddock
Title:	Chief Accounting Officer (duly authorized officer and principal accounting officer)

Date: January 31, 2023

SIGNATURE

    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 hereunto duly authorized.

VORNADO REALTY L.P.
(Registrant)
By:	VORNADO REALTY TRUST,
	Sole General Partner
By:	/s/ Deirdre Maddock
Name:	Deirdre Maddock
Title:	Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

Date: January 31, 2023

3

EX-99.1

P R E S S R E L E A S E

Vornado Announces Non-Cash Impairment Charges to be Included in its Fourth Quarter 2022 Financial Results

New York City | January 31, 2023

Vornado Realty Trust (NYSE: VNO) today announced that its financial results for the quarter ended December 31, 2022 will include approximately $600 million of non-cash impairment charges, of which approximately $480 million relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture (“Retail JV”).

By way of background, in April 2019, Vornado recognized a $2.559 billion gain when it transferred seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The approximately $480 million impairment charge recognized this quarter together with the $409 million impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.

The above amounts are preliminary estimates. There can be no assurance that Vornado’s final results will not differ from these preliminary estimates as a result of the completion of year-end closing procedures, audit procedures, or audit adjustments, and any such changes could be material.

C O N T A C T

Thomas J. Sanelli

(212) 894-7000

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of 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 press release. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2021. Currently, some of the factors are the ongoing adverse effect of the COVID-19 pandemic, the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.

NYSE: VNO | WWW.VNO.COM

XML

Document and Entity Information	Jan. 31, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 31, 2023
Entity Registrant Name	VORNADO REALTY TRUST
Entity Incorporation, State or Country Code	MD
Entity File Number	001-11954
Entity Tax Identification Number	22-1657560
Entity Address, Address Line One	888 Seventh Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	894-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000899689
Amendment Flag	false
Vornado Realty L.P.
Entity Information [Line Items]
Entity Registrant Name	VORNADO REALTY LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34482
Entity Tax Identification Number	13-3925979
Entity Central Index Key	0001040765
Amendment Flag	false
New York Stock Exchange | Common Shares of beneficial interest, $.04 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of beneficial interest, $.04 par value per share
Trading Symbol	VNO
Security Exchange Name	NYSE
New York Stock Exchange | 5.40% Series L
Entity Information [Line Items]
Title of 12(b) Security	5.40% Series L
Trading Symbol	VNO/PL
Security Exchange Name	NYSE
New York Stock Exchange | 5.25% Series M
Entity Information [Line Items]
Title of 12(b) Security	5.25% Series M
Trading Symbol	VNO/PM
Security Exchange Name	NYSE
New York Stock Exchange | 5.25% Series N
Entity Information [Line Items]
Title of 12(b) Security	5.25% Series N
Trading Symbol	VNO/PN
Security Exchange Name	NYSE
New York Stock Exchange | 4.45% Series O
Entity Information [Line Items]
Title of 12(b) Security	4.45% Series O
Trading Symbol	VNO/PO
Security Exchange Name	NYSE