Vornado Realty Trust (VNO) risk factors, FY2024 10-K

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

1. 01We may be adversely affected by trends in office real estate, including work from home trends
2. 02A significant portion of our properties is located in the New York metropolitan area and is affected by the economic cycles and risks inherent to this area
3. 03We are subject to risks that affect the general and New York City retail environments
4. 04The value of our real estate and the value of an investment in us fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows
5. 05Real estate is a competitive business and that competition may adversely impact us
6. 06We may be unable to renew leases, lease vacant space or relet space as leases expire on favorable terms
7. 07Bankruptcy or insolvency of tenants may decrease our revenues, net income and available cash
8. 08Some of our potential losses may not be covered by insurance
9. 09Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above
10. 10Actual or threatened terrorist attacks or other criminal acts may adversely affect the value of our properties and our ability to generate cash flow
11. 11The effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results
12. 12Our properties are subject to transitional risks related to climate-related policy change
13. 13Changes to tax laws could affect REITs generally, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate
14. 14Significant inflation and increases in the inflation rate could adversely affect our business and financial results
15. 15We face risks associated with property acquisitions
16. 16We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations
17. 17There may be limitations on our ability to sell or reduce the indebtedness of specific properties. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns
18. 18From 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
19. 19We are subject to risks involved in real estate activity through joint ventures
20. 20We are exposed to risks related to our properties that are subject to ground leases arrangements which could adversely affect our results of operations

RISKS RELATED TO OUR INDEBTEDNESS AND ACCESS TO CAPITAL

1. 21Significantly tighter capital markets and economic conditions have affected and may continue to materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities
2. 22We have outstanding debt, and its cost may continue to increase and refinancing may not be available on acceptable terms and could affect our future operations
3. 23We may not be able to obtain capital to make investments
4. 24The hedge instruments we may use to manage our exposure to interest rate volatility involve risks
5. 25Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities
6. 26A downgrade in our credit ratings could materially and adversely affect our business and financial condition

RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

1. 27We 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
2. 28Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares
3. 29The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions
4. 30Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions
5. 31We may change our policies without obtaining the approval of our equity holders
6. 32Steven 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
7. 33There may be conflicts of interest between Alexander’s and us

RISKS RELATED TO OUR COMMON SHARES AND OPERATING PARTNERSHIP CLASS A UNITS

1. 34The trading price of Vornado’s common shares has been volatile and may continue to fluctuate
2. 35Vornado 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
3. 36Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units

RISKS RELATED TO REGULATORY COMPLIANCE

1. 37Vornado may fail to qualify or remain qualified as a REIT and may be required to pay federal income taxes at corporate rates, which could adversely impact the value of our common shares
2. 38We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increase in our tax liability
3. 39We may face possible adverse state and local tax audits and changes in state and local tax law
4. 40Compliance or failure to comply with the Americans with Disabilities Act (the "ADA") or other safety regulations and requirements could result in substantial costs
5. 41We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate