Vornado Realty Trust

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vno-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


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


			For the quarterly period ended:			September 30, 2023


☐			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)
Commission File Number:	001-34482	(Vornado Realty L.P.)

Vornado Realty Trust

Vornado Realty L.P.

(Exact name of registrants as specified in its charter)

Vornado Realty Trust

Maryland

22-1657560

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

Vornado Realty L.P.

Delaware

13-3925979

(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)


(212)			894-7000
(Registrants’ telephone number, including area code)

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 (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.

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Vornado Realty Trust:

☑

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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. ☐

Vornado Realty L.P.:

☐

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

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

Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑

As of September 30, 2023, 190,321,756 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2023 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” and “VRLP” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 90.9% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:

•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and

•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:

•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:

•Note 11. Redeemable Noncontrolling Interests

•Note 12. Shareholders' Equity/Partners' Capital

•Note 18. Income Per Share/Income Per Class A Unit

•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

PART I.

Financial Information:

Page Number

Item 1.

Financial Statements of Vornado Realty Trust:

Consolidated Balance Sheets (Unaudited) as of September 30, 2023 and December 31, 2022

Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2023 and 2022

Financial Statements of Vornado Realty L.P.:

Consolidated Balance Sheets (Unaudited) as of September 30, 2023 and December 31, 2022

Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022

Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2023 and 2022

Vornado Realty Trust and Vornado Realty L.P.:

Notes to Consolidated Financial Statements (Unaudited)

Reports of Independent Registered Public Accounting Firm

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II.

Other Information:

Unregistered Sales of Equity Securities , Use of Proceeds, and Issuer Purchases of Equity Securities

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(Amounts in thousands, except unit, share, and per share amounts)	As of
	September 30, 2023		December 31, 2022
ASSETS
Real estate, at cost:
Land	$	2,457,589	$	2,451,828
Buildings and improvements	9,887,787		9,804,204
Development costs and construction in progress	1,257,886		933,334
Leasehold improvements and equipment	129,385		125,389
Total	13,732,647		13,314,755
Less accumulated depreciation and amortization	(3,698,582)		(3,470,991)
Real estate, net	10,034,065		9,843,764
Right-of-use assets	679,119		684,380
Cash and cash equivalents	1,000,362		889,689
Restricted cash	262,118		131,468
Investments in U.S. Treasury bills	—		471,962
Tenant and other receivables	88,438		81,170
Investments in partially owned entities	2,670,782		2,665,073

220 Central Park South condominium units ready for sale	40,198		43,599
Receivable arising from the straight-lining of rents	697,486		694,972
Deferred leasing costs, net of accumulated amortization of $256,337 and $237,395	355,307		373,555
Identified intangible assets, net of accumulated amortization of $99,770 and $98,139	130,086		139,638
Other assets	494,582		474,105
	$	16,452,543	$	16,493,375
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,714,761	$	5,829,018
Senior unsecured notes, net	1,193,362		1,191,832
Unsecured term loan, net	794,212		793,193
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	728,468		735,969
Accounts payable and accrued expenses	452,853		450,881
Deferred revenue	34,083		39,882
Deferred compensation plan	100,485		96,322
Other liabilities	316,094		268,166
Total liabilities	9,909,318		9,980,263
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 16,927,110 and 14,416,891 units outstanding	411,640		345,157
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	415,175		348,692
Redeemable noncontrolling interest in a consolidated subsidiary	58,829		88,040
Total redeemable noncontrolling interests	474,004		436,732
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares	1,182,459		1,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,321,756 and 191,866,880 shares	7,592		7,654
Additional capital	8,341,810		8,369,228
Earnings less than distributions	(3,891,266)		(3,894,580)
Accumulated other comprehensive income	170,182		174,967
Total shareholders' equity	5,810,777		5,839,728
Noncontrolling interests in consolidated subsidiaries	258,444		236,652
Total equity	6,069,221		6,076,380
	$	16,452,543	$	16,493,375

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(Amounts in thousands, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
REVENUES:
Rental revenues	$	400,367	$	409,144	$	1,215,994	$	1,211,621
Fee and other income	50,628		48,287		153,283		141,434
Total revenues	450,995		457,431		1,369,277		1,353,055
EXPENSES:
Operating	(233,737)		(221,596)		(685,233)		(660,434)
Depreciation and amortization	(110,349)		(134,526)		(324,076)		(370,631)
General and administrative	(35,838)		(29,174)		(116,843)		(102,292)
(Expense) benefit from deferred compensation plan liability	(1,631)		600		(7,541)		10,138
Transaction related costs and other	(813)		(996)		(1,501)		(4,961)
Total expenses	(382,368)		(385,692)		(1,135,194)		(1,128,180)

Income from partially owned entities	18,269		24,341		72,207		83,775
Income (loss) from real estate fund investments	1,783		(111)		1,662		5,421
Interest and other investment income, net	12,934		5,228		35,792		9,282
Income (loss) from deferred compensation plan assets	1,631		(600)		7,541		(10,138)
Interest and debt expense	(88,126)		(76,774)		(261,528)		(191,523)
Net gains on disposition of wholly owned and partially owned assets	56,136		—		64,592		35,384
Income before income taxes	71,254		23,823		154,349		157,076
Income tax expense	(11,684)		(3,711)		(20,848)		(14,686)
Net income	59,570		20,112		133,501		142,390
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	13,541		3,792		26,250		(4,756)
Operating Partnership	(4,736)		(606)		(8,773)		(6,382)
Net income attributable to Vornado	68,375		23,298		150,978		131,252
Preferred share dividends	(15,529)		(15,529)		(46,587)		(46,587)

NET INCOME attributable to common shareholders	$	52,846	$	7,769	$	104,391	$	84,665

INCOME PER COMMON SHARE - BASIC:


Net income per common share	$	0.28	$	0.04	$	0.55	$	0.44
Weighted average shares outstanding	190,364		191,793		191,228		191,756

INCOME PER COMMON SHARE - DILUTED:


Net income per common share	$	0.28	$	0.04	$	0.54	$	0.44
Weighted average shares outstanding	192,921		192,018		193,845		192,042

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	59,570	$	20,112	$	133,501	$	142,390
Other comprehensive income (loss):
Change in fair value of consolidated interest rate hedges and other	22,312		117,219		2,433		200,838
Other comprehensive (loss) income of nonconsolidated subsidiaries	(1,390)		5,124		(4,534)		19,084


Comprehensive income	80,492		142,455		131,400		362,312
Less comprehensive loss (income) attributable to noncontrolling interests	6,236		(7,279)		17,323		(28,348)
Comprehensive income attributable to Vornado	$	86,728	$	135,176	$	148,723	$	333,964

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Income
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended September 30, 2023:
Balance as of June 30, 2023	48,793	$	1,182,459	190,544	$	7,601	$	8,331,228	$	(3,938,202)	$	151,771	$	259,673	$	5,994,530
Net income attributable to Vornado	—	—		—	—		—		68,375		—		—		68,375
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		(2,350)		(2,350)

Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(15,529)		—		—		(15,529)

Common shares issued upon redemption of Class A units, at redemption value	—	—		81	3		1,612		—		—		—		1,615

Contributions	—	—		—	—		—		—		—		206		206
Distributions	—	—		—	—		—		—		—		(20)		(20)
Deferred compensation shares and options	—	—		(1)	—		74		11		—		—		85
Repurchase of common shares	—	—		(302)	(12)		—		(5,921)		—		—		(5,933)
Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		—		(1,390)		—		(1,390)
Change in fair value of consolidated interest rate hedges and other	—	—		—	—		—		—		22,312		—		22,312
Redeemable Class A unit measurement adjustment	—	—		—	—		8,896		—		58		—		8,954
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(2,569)		935		(1,634)


Balance as of September 30, 2023	48,793	$	1,182,459	190,322	$	7,592	$	8,341,810	$	(3,891,266)	$	170,182	$	258,444	$	6,069,221

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)											Accumulated Other Comprehensive Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended September 30, 2022:
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	7,650	$	8,339,161	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813
Net income attributable to Vornado	—	—		—	—		—		23,298		—		—		23,298
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		967		967
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,656)		—		—		(101,656)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(15,529)		—		—		(15,529)

Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		34	1		991		—		—		—		992

Under dividend reinvestment plan	—	—		7	—		221		—		—		—		221
Contributions	—	—		—	—		—		—		—		650		650
Distributions	—	—		—	—		—		—		—		(4,548)		(4,548)

Deferred compensation shares and options	—	—		—	—		155		—		—		—		155
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		5,124		—		5,124
Change in fair value of consolidated interest rate hedges and other	—	—		—	—		—		—		117,219		—		117,219
Redeemable Class A unit measurement adjustment	—	—		—	—		21,857		—		—		—		21,857

Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(10,465)		2,166		(8,299)
Other	—	—		1	1		2		8		—		(1)		10
Balance as of September 30, 2022	48,793	$	1,182,459	191,817	$	7,652	$	8,362,387	$	(3,299,630)	$	185,178	$	253,228	$	6,691,274

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Income
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Nine Months Ended September 30, 2023:
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	7,654	$	8,369,228	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380
Net income attributable to Vornado	—	—		—	—		—		150,978		—		—		150,978
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		2,961		2,961
Dividends on common shares ($0.375 per share)	—	—		—	—		—		(71,950)		—		—		(71,950)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(46,587)		—		—		(46,587)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		475	19		7,154		—		—		—		7,173
Under dividend reinvestment plan	—	—		6	—		146		—		—		—		146
Contributions	—	—		—	—		—		—		—		22,534		22,534
Distributions	—	—		—	—		—		—		—		(3,831)		(3,831)
Deferred compensation shares and options	—	—		(2)	—		243		(25)		—		—		218
Repurchase of common shares	—	—		(2,024)	(81)		—		(29,102)		—		—		(29,183)
Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		—		(4,534)		—		(4,534)
Change in fair value of consolidated interest rate hedges and other	—	—		—	—		—		—		2,433		—		2,433
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards	—	—		—	—		20,668		—		—		—		20,668
Redeemable Class A unit measurement adjustment	—	—		—	—		(55,629)		—		(2,530)		—		(58,159)
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(154)		128		(26)


Balance as of September 30, 2023	48,793	$	1,182,459	190,322	$	7,592	$	8,341,810	$	(3,891,266)	$	170,182	$	258,444	$	6,069,221

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)											Accumulated Other Comprehensive (Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Nine Months Ended September 30, 2022:
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	7,648	$	8,143,093	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238
Net income attributable to Vornado	—	—		—	—		—		131,252		—		—		131,252
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		13,236		13,236
Dividends on common shares ($1.59 per share)	—	—		—	—		—		(304,896)		—		—		(304,896)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(46,587)		—		—		(46,587)

Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		76	3		2,566		—		—		—		2,569
Under employees' share option plan	—	—		—	—		7		—		—		—		7
Under dividend reinvestment plan	—	—		19	—		655		—		—		—		655
Contributions	—	—		—	—		—		—		—		4,903		4,903
Distributions	—	—		—	—		—		—		—		(45,976)		(45,976)

Deferred compensation shares and options	—	—		(2)	—		447		(85)		—		—		362
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		19,084		—		19,084
Change in fair value of consolidated interest rate hedges and other	—	—		—	—		—		—		200,838		—		200,838
Redeemable Class A unit measurement adjustment	—	—		—	—		215,619		—		—		—		215,619

Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(17,210)		2,166		(15,044)
Other	—	—		—	1		—		6		—		7		14
Balance as of September 30, 2022	48,793	$	1,182,459	191,817	$	7,652	$	8,362,387	$	(3,299,630)	$	185,178	$	253,228	$	6,691,274

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	For the Nine Months Ended September 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	133,501	$	142,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	342,038