Form 8-K

EMPIRE STATE REALTY TRUST, INC.
(Registrant)

Date: October 23, 2019

/s/ Thomas N. Keltner, Jr.

Thomas N. Keltner, Jr.

Executive Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

October 23, 2019

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland	001-36105	37-1645259
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

EMPIRE STATE REALTY OP, L.P.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-36106	45-4685158
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 West 33 rd Street, 12 th Floor New York, New York		10120
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 687-8700

n/a

(Former name or former address, if changed from last report)

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:

☐	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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Empire State Realty Trust, Inc.
Class A Common Stock, par value $0.01 per share	ESRT	The New York Stock Exchange
Empire State Realty OP, L.P.
Series ES Operating Partnership Units	ESBA	NYSE Arca, Inc.
Series 60 Operating Partnership Units	OGCP	NYSE Arca, Inc.
Series 250 Operating Partnership Units	FISK	NYSE Arca, Inc.

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 October 23, 2019, Empire State Realty Trust, Inc. (the “Company” or “we”) issued a press release announcing its financial results for the third quarter 2019. The press release referred to certain supplemental information that is available on the Company’s website. The press release and the supplemental information are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and 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 of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 7.01.

Regulation FD Disclosure

As discussed in Item 2.02 above, the Company issued a press release regarding its financial results for the third quarter 2019 and made available on its website certain supplemental information relating thereto.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

	99.1	Press Release announcing financial results for the third quarter 2019

	99.2	Supplemental report

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Non-GAAP

Supplemental Financial Measures

Funds From Operations (“FFO”)

in-substance

real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of

deferred financing costs), less distributions to

non-controlling

interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized

non-GAAP

financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

Modified Funds From Operations (“Modified FFO”)

non-cash

accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we consider it an important supplemental measure of our operating performance in that it adds back the

non-cash

amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds From Operations (“Core FFO”)

Core FFO adds back to Modified FFO the following items: acquisition expenses, deferred tax asset

write-off

and loss on early extinguishment of debt. The Company presents Core FFO because it considers it an important supplemental measure of its operating performance in that it excludes

non-recurring

items. There can be no assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.

Core Funds Available for Distribution (“Core FAD”)

In addition to Core FFO, we present Core FAD by (i) adding to Core FFO

non-real

estate depreciation and amortization, the amortization of deferred financing costs, amortization of debt discounts and

non-cash

compensation expense and (ii) deducting straight line rent, recurring second generation leasing commissions, tenant improvements, prebuilts, capital expenditures, furniture, fixtures & equipment purchases, amortization of debt premiums and above/below market rent revenue. Core FAD is presented solely as a supplemental disclosure that management believes provides useful information regarding our ability to fund our dividends. Core FAD does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FAD is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. There can be no assurance that Core FAD presented by us is comparable to similarly titled measures of other REITs.

Net Operating Income (“NOI”)

NOI is a

non-GAAP

financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by: (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt and loss from derivative financial instruments, or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office or retail

properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly-timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue, generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs. However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness. NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.

EBITDA

We compute EBITDA as net income plus interest expense, income taxes and depreciation and amortization. We present EBITDA because we believe that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of its ability to incur and service debt. EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of its liquidity.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

LOGO

EMPIRE STATE REALTY TRUST ANNOUNCES THIRD QUARTER 2019 RESULTS

- Earnings of $0.09 Per Fully Diluted Share -

- Core FFO of $0.24 Per Fully Diluted Share -

- Leased 388,686 Square Feet of Office and Retail Space –

New York, New York, October 23, 2019 - Empire State Realty Trust, Inc. (NYSE: ESRT) (the “Company”), a real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today reported its operational and financial results for the third quarter of 2019.

“Tenants continue to be attracted to our well-located, amenity-rich office buildings, and during the third quarter, we leased approximately 389,000 square feet of office and retail space. In aggregate for the quarter, we delivered cash rent spreads of 32.6% on new Manhattan office leases and 23.9% on all leases portfolio-wide over previous fully escalated cash rents,” stated John B. Kessler, Empire State Realty Trust’s President and Chief Operating Officer.

“Year-to-date, Observatory revenue adjusted for the closure of the 102^nd floor observation deck was roughly flat due to improved pricing, offset by lower visitation,” added Kessler. “On October 12^th we continued the rolling unveil of the new Observatory and opened the 102^nd floor to fantastic worldwide media coverage and excellent visitor feedback. Our new 2^nd floor museum and reimagined 102^nd floor observation deck together now show very well. We remain well positioned with a fortress balance sheet as we continue to execute on our long-term strategy to consolidate, redevelop and re-lease space to larger, higher credit quality tenants at higher rents and create long-term value for shareholders.”

Third Quarter Highlights

•

Net income attributable to the Company was $0.09 per fully diluted share.

•

Core Funds From Operations (“Core FFO”) was $0.24 per fully diluted share.

•

Occupancy and leased percentages at September 30, 2019:

•

Total portfolio was 89.4% occupied; including Signed Leases Not Commenced (“SLNC”), the total portfolio was 91.7% leased.

LOGO

•

Manhattan office portfolio (excluding the retail component of these properties) was 89.6% occupied; including SLNC, the Manhattan office portfolio was 92.1% leased.

•

Retail portfolio was 90.7% occupied; including SLNC, the retail portfolio was 94.3% leased.

•

Empire State Building was 93.4% occupied; including SLNC, was 95.3% leased.

•

Signed 25 leases, representing 388,686 rentable square feet across the total portfolio, and achieved a 23.9% increase in mark-to-market cash rent over previous fully escalated cash rents portfolio-wide on new, renewal, and expansion leases.

•

Signed 13 new leases, representing 266,769 rentable square feet for the Manhattan office portfolio (excluding the retail component of these properties), and achieved an increase of 32.6% in mark-to-market cash rent over previous fully escalated cash rents.

•

Empire State Building Observatory revenue for the third quarter 2019 decreased by 6.6% to $37.6 million from $40.2 million in the third quarter 2018. Net operating income for the third quarter 2019 decreased by 9.2% to $28.5 million from $31.4 million in the third quarter 2018. As a reminder, the 102^nd floor observation deck was closed through the third quarter 2019 and opened on October 12, 2019.

•

Declared a dividend of $0.105 per share.

Financial Results for the Third Quarter 2019

Net income attributable to common stockholders was $15.9 million, or $0.09 per fully diluted share, compared to $16.3 million, or $0.10 per fully diluted share, in the third quarter of 2018.

Both Core and Modified FFO were $71.8 million, or $0.24 per fully diluted share, compared to $73.0 million, or $0.25 per fully diluted share, in the third quarter of 2018.

FFO was $69.9 million, or $0.23 per fully diluted share, compared to $71.0 million, or $0.24 per fully diluted share, in the third quarter of 2018.

A reconciliation of net income to FFO, Modified FFO and Core FFO is provided in the tables accompanying this press release.

LOGO

Financial Results for the Nine Months Ended September 30, 2019

Net income attributable to common stockholders was $32.6 million, or $0.18 per fully diluted share, compared to $42.8 million, or $0.26 per fully diluted share, in the nine months ended September 30, 2018.

Both Core and Modified FFO were $193.0 million, or $0.65 per fully diluted share, compared to $203.2 million, or $0.68 per fully diluted share, in the nine months ended September 30, 2018.

FFO was $187.1 million, or $0.63 per fully diluted share, compared to $197.3 million, or $0.66 per fully diluted share, in the nine months ended September 30, 2018.

Portfolio Operations

As of September 30, 2019, the Company’s total portfolio contained 10.1 million rentable square feet of office and retail space. The Company’s occupancy levels fluctuate in certain periods due to the timing lag between the date of tenants’ move out and the date of Company’s completion of redevelopment work for new leases to commence. As of September 30, 2019, the Company’s portfolio was occupied and leased as shown below. Leased percentages include signed leases not commenced.

LOGO


	September 30, 2019			June 30, 2019			September 30, 2018
Percent occupied:
Total portfolio		89.4	%		90.2	%		88.4	%
Total office		89.3	%		90.1	%		88.3	%
Manhattan office		89.6	%		90.7	%		88.3	%
Empire State Building		93.4	%		93.5	%		94.0	%
Retail		90.7	%		90.5	%		90.8	%
Percent leased:
Total portfolio		91.7	%		92.2	%		92.1	%
Total office		91.5	%		92.2	%		92.2	%
Manhattan office		92.1	%		93.0	%		93.0	%
Empire State Building		95.3	%		95.2	%		94.3	%
Retail		94.3	%		92.3	%		90.8	%

Leasing

For the three months ended September 30, 2019, the Company signed 25 new, renewal, and expansion leases within the total portfolio, comprising 388,686 rentable square feet with an average starting rental rate of $65.76 per rentable square foot, representing an increase of 23.9% over the previous fully escalated cash rent.

On a blended basis, the 17 new, renewal, and expansion office leases, comprising 285,595 rentable square feet signed within the Manhattan office portfolio during the third quarter, had an average starting rental rate of $70.21 per rentable square foot, representing an increase of 30.4% over the previous fully escalated cash rent.

Leases Signed in the Third Quarter 2019 for the Manhattan Office Portfolio

•

13 new leases, comprising 266,769 rentable square feet, with an average starting rental rate of $71.36 per rentable square foot, representing an increase of 32.6% over the previous fully escalated cash rent, and

LOGO

•

4 renewal leases, comprising 18,826 rentable square feet, with an average starting rental rate of $53.83 per rentable square foot, representing an increase of 0.4% over the previous fully escalated cash rent.

Significant Leases Executed During the Third Quarter 2019

•

At the Empire State Building, the Company signed the seventh and eight expansions with LinkedIn for approximately 189,000 square feet which added three floors from an early recapture of space from an existing tenant and a half floor expansion.

•

At One Grand Central Place, the Company signed a new retail lease totaling approximately 14,400 rentable square feet with First Republic Bank for a term of 11.0 years.

Observatory

Observatory revenue for the third quarter 2019 declined 6.6% compared to the third quarter 2018 driven by the closure of the 102nd floor observation deck as part of the Observatory upgrade program and a visitation decline, partially offset by improved pricing. As set forth in the chart below, excluding third quarter 2018 102nd floor revenue, year-over-year revenue would have increased 1.1%.

Third Quarter Observatory Results


(dollars in thousands)	2019		2018			Percent Change
Observatory revenue	$	37,575	$	40,241			(6.6	%)
Less: 102^nd floor revenue		—		(3,066	)		—

Observatory revenue excluding 102^nd floor	$	37,575	$	37,175			1.1	%

Number of visitors		1,042,000		1,167,000			(10.7	%)
Bad weather days		12		11

LOGO

Year-to-Date Observatory Results

Observatory revenue for the nine months ended September 30, 2019 declined 5.8% compared to the nine months ended September 30, 2018 driven by the closure of the 102nd floor observation deck as part of the Observatory upgrade program and a visitation decline, partially offset by improved pricing. As set forth in the chart below, excluding the 102nd floor revenue in each period, year-over-year revenue growth for the nine months ended September 30, 2019 would have been approximately flat.


(dollars in thousands)	2019			2018			Percent Change
Observatory revenue	$	91,039		$	96,691			(5.8	%)
Less: 102^nd floor revenue		(180	)		(6,190	)		—

Observatory revenue excluding 102^nd floor	$	90,859		$	90,501			0.4	%

Number of visitors		2,611,000			2,860,000			(8.7	%)
Bad weather days		51			37

The 102^nd floor Observatory was closed for approximately nine months in 2019 and opened on October 12,2019. The Company continues its work on the 80th floor component of its Observatory upgrade program and anticipates opening this floor in November 2019 and completing the overall project.

LOGO

Balance Sheet

At September 30, 2019, there was no outstanding balance under the Company’s $1.1 billion unsecured revolving credit facility, and the Company’s $265 million term loan facility was fully drawn. The facilities have an accordion feature allowing for an increase in the maximum aggregate principal balance to $1.75 billion under certain circumstances. During the third quarter, the Company repaid a $250 million exchangeable senior unsecured note which matured on August 15, 2019 with available cash on hand. The Company held cash and cash equivalents of $293.7 million at September 30, 2019.

As of September 30, 2019, the Company had total debt outstanding of approximately $1.7 billion, with a weighted average interest rate of 4.03% per annum, and a weighted average term to maturity of 8.5 years. None of the Company’s outstanding debt is subject to variable interest rates. At September 30, 2019, the Company’s consolidated net debt to total market capitalization was approximately 24.1% and consolidated net debt to EBITDA was 3.8x.

Dividend

On September 30, 2019, the Company paid a dividend of $0.105 per share, or unit as applicable, for the third quarter 2019 to holders of the Company’s Class A common stock (NYSE: ESRT) and Class B common stock and to holders of the Series ES, Series 250 and Series 60 partnership units (NYSE Arca: ESBA, FISK and OGCP, respectively) and Series PR partnership units of Empire State Realty OP, L.P., the Company’s operating partnership (the “Operating Partnership”). The Company paid a dividend of $0.15 per unit for the third quarter 2019 to holders of the Operating Partnership’s private perpetual preferred units.

Webcast and Conference Call Details

Empire State Realty Trust, Inc. will host a webcast and conference call, open to the general public, on Thursday, October 24, 2019 at 8:30 am Eastern time.

The webcast will be accessible on the “Investors” section of the Company’s website at www.empirestaterealtytrust.com. To listen to the live webcast, go to the site at least five minutes prior to the scheduled start time in order to register, download and install any necessary audio software. Shortly after the call, a replay of the webcast will be available for 90 days on the Company’s website.

LOGO

The conference call can also be accessed by dialing 1-877-407-3982 for domestic callers or 1-201-493-6780 for international callers. A dial-in replay will be available starting shortly after the call until October 31, 2019, which can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers. The passcode for this dial-in replay is 13695202.

The Supplemental Report will be available prior to the conference call on the “Investors” section of the Company’s website at www.empirestaterealtytrust.com.

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT), a leading real estate investment trust (REIT), owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous building. Headquartered in New York, New York, the Company’s office and retail portfolio covers 10.1 million rentable square feet, as of September 30, 2019, consisting of 9.4 million rentable square feet in 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut, and two in Westchester County, New York; and approximately 700,000 rentable square feet in the retail portfolio.

Forward-Looking Statements

This press release includes “forward looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: changes in our industry, the real estate markets, either nationally or in Manhattan or the greater New York metropolitan area; resolution of legal proceedings involving the Company; reduced demand for office or retail space; general volatility of the capital and credit markets and the market price of the Company’s Class A common stock and the publicly-traded

LOGO

partnership units of the Operating Partnership; changes in our business strategy; changes in technology and market competition that affect utilization of our broadcast or other facilities; changes in domestic or international tourism, including geopolitical events and currency exchange rates; defaults on, early terminations of, or non-renewal of, leases by tenants; fluctuations in interest rates; declining real estate valuations and impairment charges; termination or expiration of our ground leases; our failure to obtain or maintain necessary outside financing, including our unsecured revolving credit facility and term loan facility; our leverage; decreased rental rates or increased vacancy rates; our failure to redevelop and reposition properties, or to execute any newly planned capital project, successfully or on the anticipated timeline or at the anticipated costs; difficulties in identifying properties to acquire and completing acquisitions; risks of real estate development (including our Metro Tower development site) and capital projects, including the cost of construction delays and cost overruns; impact of changes in governmental regulations, tax laws and rates and similar matters; our failure to qualify as a REIT; and environmental uncertainties and risks related to adverse weather conditions, rising sea levels and natural disasters. For a further discussion of these and other factors that could impact the Company’s future results, performance or transactions, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission.

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to update or revise publicly any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this press release, except as required by applicable law. Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).

Contact:

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

IR@empirestaterealtytrust.com

Media

Sard Verbinnen & Co.

(212) 687-8080

LOGO

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Income

(unaudited and amounts in thousands, except per share data)


	Three Months Ended September 30,
	2019			2018
Revenues
Rental revenue ⁽¹⁾	$	150,225		$	123,621
Tenant expense reimbursement ⁽¹⁾		—			18,627
Observatory revenue		37,575			40,241
Lease termination fees		2,361			1,185
Third-party management and other fees		304			312
Other revenue and fees		2,408			2,416

Total revenues		192,873			186,402
Operating expenses
Property operating expenses		47,894			42,772
Ground rent expenses		2,331			2,331
General and administrative expenses		14,421			13,148
Observatory expenses		9,089			8,854
Real estate taxes		29,599			28,284
Depreciation and amortization		44,260			42,475

Total operating expenses		147,594			137,864
Total operating income		45,279			48,538
Other income (expense):
Interest income		2,269			3,485
Interest expense		(19,426	)		(20,658	)

Income before income taxes		28,122			31,365
Income tax expense		(1,338	)		(2,135	)

Net income		26,784			29,230
Preferred unit distributions		(234	)		(234	)
Net income attributable to non-controlling interests		(10,668	)		(12,654	)

Net income attributable to common stockholders	$	15,882		$	16,342

Total weighted average shares
Basic		178,352			167,657

Diluted		298,151			297,478

Net income per share attributable to common stockholders
Basic	$	0.09		$	0.10

Diluted	$	0.09		$	0.10

Note:

(1)

The Company adopted Financial Accounting Standards Board Topic 842 using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. The Company adopted the practical expedient in Topic 842, which allowed the Company to avoid separating lease and non-lease rental income. Consequently, all rental income earned pursuant to tenant leases in 2019 is reflected as one category, “Rental Revenue,” in the 2019 consolidated statements of income. The billed tenant expense reimbursement was $21.1 million for the three months ended September 30, 2019.

In connection with the adoption of Topic 842, beginning in 2019, the Company expensed certain leasing costs that were previously capitalized. Had the Company adopted Topic 842 in 2018, it would have expensed in general and administrative expenses an additional $1.1 million of such costs in the third quarter 2018.

LOGO

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Income

(unaudited and amounts in thousands, except per share data)


	Nine Months Ended September 30,
	2019			2018
Revenues
Rental revenue ⁽¹⁾	$	434,713		$	369,970
Tenant expense reimbursement ⁽¹⁾		—			52,626
Observatory revenue		91,039			96,691
Lease termination fees		3,112			2,164
Third-party management and other fees		955			1,151
Other revenue and fees		6,591			9,600

Total revenues		536,410			532,202
Operating expenses

Property operating expenses		131,076			126,375
Ground rent expenses		6,994			6,994
General and administrative expenses		44,445			39,001
Observatory expenses		25,024			23,868
Real estate taxes		86,098			81,771
Depreciation and amortization		135,179			121,826

Total operating expenses		428,816			399,835
Total operating income		107,594			132,367
Other income (expense):
Interest income		9,907			7,209
Interest expense		(60,712	)		(58,774	)

Income before income taxes		56,789			80,802
Income tax benefit (expense)		(1,219	)		(3,330	)

Net income		55,570			77,472
Preferred unit distributions		(702	)		(702	)
Net income attributable to non-controlling interests		(22,222	)		(34,009	)

Net income attributable to common stockholders	$	32,646		$	42,761

Total weighted average shares
Basic		177,428			165,613

Diluted		298,117			297,181

Net income per share attributable to common stockholders
Basic	$	0.18		$	0.26

Diluted	$	0.18		$	0.26

Note:

(1)

The Company adopted Financial Accounting Standards Board Topic 842 using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. The Company adopted the practical expedient in Topic 842, which allowed the Company to avoid separating lease and non-lease rental income. Consequently, all rental income earned pursuant to tenant leases in 2019 is reflected as one category, “Rental Revenue,” in the 2019 consolidated statements of income. The billed tenant expense reimbursement was $53.8 million for the nine months ended September 30, 2019.

In connection with the adoption of Topic 842, beginning in 2019, the Company expensed certain leasing costs that were previously capitalized. Had the Company adopted Topic 842 in 2018, wit would have expensed in general and administrative expenses an additional $3.3 million of such costs in the nine months ended September 30, 2018.

LOGO

Empire State Realty Trust, Inc.

Reconciliation of Net Income to Funds From Operations (“FFO”),

Modified Funds From Operations (“Modified FFO”) and Core Funds From Operations (“Core FFO”)

(unaudited and amounts in thousands, except per share data)


	Three Months Ended September 30,
	2019			2018
Net income	$	26,784		$	29,230
Preferred unit distributions		(234	)		(234	)

Real estate depreciation and amortization		43,303			42,004

FFO attributable to common stockholders and non-controlling interests		69,853			71,000

Amortization of below-market ground leases		1,957			1,957

Modified FFO attributable to common stockholders and non-controlling interests		71,810			72,957

Core FFO attributable to common stockholders and non-controlling interests	$	71,810		$	72,957

Total weighted average shares
Basic		298,151			297,478

Diluted		298,151			297,478

FFO per share
Basic	$	0.23		$	0.24

Diluted	$	0.23		$	0.24

Modified FFO per share
Basic	$	0.24		$	0.25

Diluted	$	0.24		$	0.25

Core FFO per share
Basic	$	0.24		$	0.25

Diluted	$	0.24		$	0.25

LOGO

Empire State Realty Trust, Inc.

Reconciliation of Net Income to Funds From Operations (“FFO”),

Modified Funds From Operations (“Modified FFO”) and Core Funds From Operations (“Core FFO”)

(unaudited and amounts in thousands, except per share data)


	Nine Months Ended September 30,
	2019			2018
Net income	$	55,570		$	77,472
Preferred unit distributions		(702	)		(702	)
Real estate depreciation and amortization		132,217			120,521

FFO attributable to common stockholders and non-controlling interests		187,085			197,291

Amortization of below-market ground leases		5,873			5,873

Modified FFO attributable to common stockholders and non-controlling interests		192,958			203,164

Core FFO attributable to common stockholders and non-controlling interests	$	192,958		$	203,164


Total weighted average shares
Basic		298,117			297,180

Diluted		298,117			297,181

FFO per share
Basic	$	0.63		$	0.66

Diluted	$	0.63		$	0.66

Modified FFO per share
Basic	$	0.65		$	0.68

Diluted	$	0.65		$	0.68

Core FFO per share
Basic	$	0.65		$	0.68

Diluted	$	0.65		$	0.68

LOGO

Empire State Realty Trust, Inc.

Condensed Consolidated Balance Sheets

(unaudited and amounts in thousands)


	September 30, 2019			December 31, 2018
Assets
Commercial real estate properties, at cost	$	3,039,538		$	2,884,486
Less: accumulated depreciation		(829,495	)		(747,304	)

Commercial real estate properties, net		2,210,043			2,137,182
Cash and cash equivalents		293,710			204,981
Restricted cash		36,609			65,832
Short-term investments		—			400,000
Tenant and other receivables		29,287			29,437
Deferred rent receivables		214,685			200,903
Prepaid expenses and other assets		41,927			64,345
Deferred costs, net		223,698			241,223
Acquired below market ground leases, net		354,524			360,398
Right of use assets		29,355			—
Goodwill		491,479			491,479

Total assets	$	3,925,317		$	4,195,780

Liabilities and equity
Mortgage notes payable, net	$	606,313		$	608,567
Senior unsecured notes, net		798,347			1,046,219
Unsecured term loan facility, net		264,517			264,147
Unsecured revolving credit facility		—			—
Accounts payable and accrued expenses		143,201			130,676
Acquired below market leases, net		42,655			52,450
Ground lease liabilities		29,355			—
Deferred revenue and other liabilities		68,742			44,810
Tenants’ security deposits		31,841			57,802

Total liabilities		1,984,971			2,204,671
Total equity		1,940,346			1,991,109

Total liabilities and equity	$	3,925,317		$	4,195,780

EX-99.2

Exhibit 99.2

LOGO


		Third Quarter 2019


*Table of Contents*	*Page*
*Summary*
Company Profile		3
Financial Highlights		4
*Selected Property Data*
Property Summary Net Operating Income		5
Net Operating Income and Initial Free Rent Burn-Off		6
Leasing Activity		7
Portfolio Expirations and Vacates Summary		9
Property Detail		10
Tenant Lease Expirations		11
Largest Tenants and Portfolio Tenant Diversification by Industry		14
Capital Expenditures and Redevelopment Program		15
Observatory Summary		16
*Financial information*
Condensed Consolidated Balance Sheets		17
Condensed Consolidated Statements of Income		18
Core FFO, Modified FFO, FFO, FAD and EBITDA		19
Consolidated Debt Analysis
Debt Summary		20
Debt Detail		21
Debt Maturities		22
Ground Leases		22
Supplemental Definitions		23

Forward-looking Statements

We make forward-looking statements in this supplemental package within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not rely on them as predictions of future events. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections.

You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or similar words or phrases in the positive or negative. In particular, forward looking statements include those pertaining to our capital resources, portfolio performance, dividend policy, results of operations, anticipated growth in our portfolio from operations, acquisitions, and market conditions and demographics.

Forward-looking statements involve numerous risks and uncertainties, many of which are difficult to predict and generally beyond our control. They depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: changes in our industry and markets, either nationally or in Manhattan or the greater New York metropolitan area; resolution of legal proceedings involving our company; reduced demand for office or retail space; new office or observatory development in our market; general volatility of the capital and credit markets and the market price of our Class A common stock and listed operating partnership units; changes in our business strategy; defaults on, early terminations of, or non-renewal of, leases by tenants; insolvency of a major tenant or a significant number of smaller tenants; litigation; fluctuations in interest rates; increased operating costs; declining real estate valuations and impairment charges; availability, terms and deployment of capital; our failure to obtain necessary outside financing; our expected leverage; decreased rental rates or increased vacancy rates; breach of or the expiration of our ground lease; our failure to generate sufficient cash flows to service our outstanding indebtedness; our failure to redevelop, renovate and reposition properties or to execute any planned capital project, successfully or on the anticipated timeline or at the anticipated costs; difficulties in identifying properties to acquire and completing acquisitions; risks of real estate acquisitions, dispositions and development (including our Metro Tower development site), including construction delays and cost overruns; our failure to operate acquired properties and operations successfully; our ability to manage our growth effectively; changes in governmental regulations, tax laws and rates and similar matters; estimates relating to our ability to make distributions to our securityholders in the future; our failure to qualify as a REIT; a future terrorist event in the U.S.; environmental uncertainties and risks related to adverse weather conditions and natural disasters; lack or insufficient amounts of insurance; financial market fluctuations; availability of, and our ability to attract and retain, qualified personnel; conflicts of interest affecting our senior management team; competition; changes in real estate and zoning laws and increases in real property tax rates; inability to comply with applicable rules and regulations and, in particular, public companies and damages resulting from security breaches through cyberattacks, cyber intrusions or otherwise, as well as other significant disruptions of our technology (IT) networks related systems. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes after the date of this presentation, except as required by applicable law. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and other risks described in documents we subsequently file from time to time with the Securities and Exchange Commission.

Page 2


		Third Quarter 2019

COMPANY PROFILE

Empire State Realty Trust, Inc., or the Company, is a leading real estate investment trust (REIT) that owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous building.


*BOARD OF DIRECTORS*

Anthony E. Malkin		Chairman and Chief Executive Officer
William H. Berkman		Director, Chair of Finance Committee
Leslie D. Biddle		Director
Thomas J. DeRosa		Director
Steven J. Gilbert		Director, Lead Director
S. Michael Giliberto		Director, Chair of Audit Committee
Patricia S. Han		Director
James D. Robinson IV		Director, Chair of Compensation and Nominating/Corporate Governance Committees

*EXECUTIVE MANAGEMENT*

Anthony E. Malkin		Chairman and Chief Executive Officer
John B. Kessler		President and Chief Operating Officer
Thomas P. Durels		Executive Vice President, Real Estate
Thomas N. Keltner, Jr.		Executive Vice President, General Counsel and Secretary


*COMPANY INFORMATION*

Corporate Headquarters	Investor Relations	New York Stock Exchange
111 West 33rd Street, 12th Floor	Greg Faje	Trading Symbol: ESRT
New York, NY 10120	IR@empirestaterealtytrust.com
www.empirestaterealtytrust.com
(212) 687-8700


*RESEARCH COVERAGE*

Bank of America Merrill Lynch	James Feldman	(646) 855-5808	james.feldman@baml.com
BMO Capital Markets Corp.	John Kim	(212) 885-4115	jp.kim@bmo.com
BTIG	Thomas Catherwood	(212) 738-6140	tcatherwood@btig.com
Citi	Michael Bilerman	(212) 816-1383	michael.bilerman@citi.com
	Emmanuel Korchman	(212) 816-1382	emmanuel.korchman@citi.com
Evercore ISI	Steve Sakwa	(212) 446-9462	steve.sakwa@evercoreisi.com
	Jason Green	(212) 446-9449	jason.green@evercoreisi.com
Green Street Advisors	Daniel Ismail	(949) 640-8780	dismail@greenstreetadvisors.com
KeyBanc Capital Markets	Jordan Sadler	(917) 368-2280	jsadler@key.com
	Craig Mailman	(917) 368-2316	cmailman@key.com
Stifel Nicolaus & Company, Inc.	John Guinee	(443) 224-1307	jwguinee@stifel.com
Wells Fargo Securities, LLC	Blaine Heck	(443) 263-6529	blaine.heck@wellsfargo.com

Page 3

Third Quarter 2019

Financial Highlights

(unaudited and dollars in thousands, except per share amounts)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Selected Items:
Revenue	$	192,873		$	176,244		$	167,293		$	199,309		$	186,402
Net income	$	26,784		$	18,930		$	9,856		$	39,781		$	29,230
Cash net operating income ⁽¹⁾	$	98,757		$	93,737		$	80,080		$	113,336		$	99,138
Core funds from operations (“Core FFO”) ⁽¹⁾	$	71,810		$	64,476		$	56,672		$	87,276		$	72,957
Core funds available for distribution (“Core FAD”) ⁽¹⁾	$	54,650		$	48,235		$	41,179		$	68,142		$	59,205
Core FFO per share - diluted	$	0.24		$	0.22		$	0.19		$	0.29		$	0.25
Diluted weighted average shares		298,151,000			298,131,000			298,049,000			297,492,000			297,478,000
Dividends declared and paid per share	$	0.105		$	0.105		$	0.105		$	0.105		$	0.105

Portfolio Statistics:
Number of properties		20			20			20			20			20
Total rentable square footage		10,134,495			10,134,435			10,130,875			10,128,839			10,126,547
Percent occupied ⁽²⁾		89.4	%		90.2	%		88.8	%		88.8	%		88.4	%
Percent leased ⁽³⁾		91.7	%		92.2	%		91.5	%		91.8	%		92.1	%

Observatory Metrics:
Number of visitors ⁽⁴⁾		1,042,000			968,000			601,000			945,000			1,167,000
Change in visitors year over year		(10.7	%)		(7.7	%)		(6.7	%)		(4.6	%)		(5.6	%)
Observatory revenues ⁽⁵⁾	$	37,575		$	32,895		$	20,569		$	34,536		$	40,241
Change in revenues year over year		(6.6	%)		(6.6	%)		(3.2	%)		4.9	%		2.4	%

Ratios:
Consolidated Debt to Total Market Capitalization ⁽⁶⁾		27.7	%		29.8	%		28.5	%		30.8	%		27.6	%
Consolidated Net Debt to Total Market Capitalization ⁽⁶⁾		24.1	%		23.6	%		21.6	%		23.4	%		20.4	%
Consolidated Debt and Perpetual Preferred Units to Total Market Capitalization ⁽⁶⁾		28.2	%		30.2	%		28.9	%		31.2	%		28.0	%
Consolidated Net Debt and Perpetual Preferred Units to Total Market Capitalization ⁽⁶⁾		24.5	%		24.0	%		22.0	%		23.8	%		20.8	%
Consolidated Debt to EBITDA ⁽⁷⁾		4.6	x		5.3	x		5.2	x		5.2	x		5.5	x
Consolidated Net Debt to EBITDA ⁽⁷⁾		3.8	x		3.9	x		3.6	x		3.6	x		3.7	x
Interest Coverage Ratio		4.8	x		4.4	x		4.0	x		5.7	x		5.0	x
Core FFO Payout Ratio ⁽⁸⁾		45	%		50	%		56	%		35	%		44	%
Core FAD Payout Ratio ⁽⁹		59	%		66	%		77	%		45	%		54	%

Class A common stock price at quarter end	$	14.27		$	14.81		$	15.80		$	14.23		$	16.61
Average closing price	$	14.12		$	15.48		$	15.36		$	15.65		$	17.07
Dividends per share - annualized	$	0.42		$	0.42		$	0.42		$	0.42		$	0.42
Dividend yield ⁽¹⁰⁾		2.9	%		2.8	%		2.7	%		3.0	%		2.5	%
Private Perpetual Preferred Units outstanding ($16.62 liquidation value)		1,560,360			1,560,360			1,560,360			1,560,360			1,560,360

Class A common stock		179,131,090			176,991,123			175,557,910			173,872,536			168,176,734
Class B common stock		1,018,463			1,029,782			1,035,327			1,038,090			1,044,169
Operating partnership units		124,107,019			126,870,876			128,232,650			128,415,440			134,112,696

Total common stock and operating partnership units outstanding ⁽¹¹⁾		304,256,572			304,891,781			304,825,887			303,326,066			303,333,599

Notes:

(1)	Represents non-GAAP financial measures. For a discussion on what these metrics represent and why the Company presents them, see page 23 and for a reconciliation of these metrics to net income, see pages 5 and 19.

(2)	Based on leases signed and commenced as of end of period.

(3)	Represents occupancy and includes signed leases not commenced.

(4)	Reflects the number of visitors who pass through the turnstile, excluding visitors who make a second visit on the same ticket at no additional charge.

(5)	Observatory revenues include the fixed license fee received from WDFG North America, the Observatory gift shop operator. See page 16.

(6)

Market capitalization represents the sum of (i) Company’s common stock per share price as of September 30, 2019 multiplied by the total outstanding number of shares of common stock and operating partnership units as of September 30, 2019; (ii) the number of perpetual preferred units at September 30, 2019 multiplied by $16.62 and (iii) our outstanding indebtedness or net indebtedness as of September 30, 2019.

(7)	Calculated based on trailing 12 months EBITDA.

(8)	Represents the amount of Core FFO paid out in distributions.

(9)	Represents the amount of Core FAD paid out in distributions.

(10)	Based on the closing price per share of Class A common stock on September 30, 2019.

(11)

As of September 30, 2019, the Company has had conversions from operating partnership units and Class B common shares to Class A common shares totaling 52.0 million shares or approximately $743 million at a closing share price of $14.27. This represents a 63% increase in the number of Class A shares since the IPO.

Page 4

LOGO

Third Quarter 2019

Property Summary - Same Store Net Operating Income (“NOI”) by Quarter

(unaudited and dollars in thousands)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Same Store Total Portfolio
Revenues	$	152,633		$	142,655		$	146,016		$	145,801		$	144,664
Operating expenses		(79,824	)		(70,826	)		(73,518	)		(71,565	)		(73,387	)

Same store property NOI		72,809			71,829			72,498			74,236			71,277
Straight-line rent		(5,174	)		(3,203	)		(5,404	)		(5,445	)		(5,000	)
Above/below-market rent revenue amortization		(1,682	)		(1,745	)		(2,354	)		(1,733	)		(1,668	)
Below-market ground lease amortization		1,957			1,958			1,958			1,958			1,957

Total same store property cash NOI - excluding lease termination fees	$	67,910		$	68,839		$	66,698		$	69,016		$	66,566

Percent increase/decrease over prior year		2.0	%		0.2	%		0.1	%		-1.4	%		-3.1	%

Property cash NOI	$	67,910		$	68,839		$	66,698		$	69,016		$	66,566
Observatory cash NOI		28,486			24,535			12,994			25,637			31,387
Lease termination fees		2,361			363			388			18,683			1,185

Total portfolio same store cash NOI	$	98,757		$	93,737		$	80,080		$	113,336		$	99,138

Same Store Manhattan Office Portfolio ⁽¹⁾
Revenues	$	130,214		$	120,249		$	123,290		$	122,481		$	121,657
Operating expenses		(68,516	)		(60,152	)		(62,665	)		(60,919	)		(62,464	)

Same store property NOI		61,698			60,097			60,625			61,562			59,193
Straight-line rent		(5,319	)		(4,163	)		(5,408	)		(5,037	)		(4,068	)
Above/below-market rent revenue amortization		(1,682	)		(1,745	)		(2,354	)		(1,733	)		(1,668	)
Below-market ground lease amortization		1,957			1,958			1,958			1,958			1,957

Total same store property cash NOI - excluding lease termination fees		56,654			56,147			54,821			56,750			55,414
Lease termination fees		835			301			326			17,962			1,030

Total same store property cash NOI	$	57,489		$	56,448		$	55,147		$	74,712		$	56,444

Same Store Greater New York Metropolitan Area Office Portfolio
Revenues	$	18,137		$	17,798		$	18,045		$	18,566		$	18,397
Operating expenses		(9,373	)		(8,784	)		(8,927	)		(8,839	)		(9,069	)

Same store property NOI		8,764			9,014			9,118			9,727			9,328
Straight-line rent		(42	)		655			(124	)		(516	)		(1,014	)
Above/below-market rent revenue amortization		—			—			—			—			—
Below-market ground lease amortization		—			—			—			—			—

Total same store property cash NOI - excluding lease termination fees		8,722			9,669			8,994			9,211			8,314
Lease termination fees		710			62			62			721			139

Total same store property cash NOI	$	9,432		$	9,731		$	9,056		$	9,932		$	8,453

Same Store Standalone Retail Portfolio
Revenues	$	4,282		$	4,608		$	4,681		$	4,754		$	4,610
Operating expenses		(1,935	)		(1,890	)		(1,926	)		(1,807	)		(1,854	)

Same store property NOI		2,347			2,718			2,755			2,947			2,756
Straight-line rent		187			305			128			108			82
Above/below-market rent revenue amortization		—			—			—			—			—
Below-market ground lease amortization		—			—			—			—			—

Total same store property cash NOI - excluding lease termination fees		2,534			3,023			2,883			3,055			2,838
Lease termination fees		816			—			—			—			16

Total same store property cash NOI	$	3,350		$	3,023		$	2,883		$	3,055		$	2,854

Note:

Includes 511,755 rentable square feet of retail space in the Company’s nine Manhattan office properties.

Page 5

Third Quarter 2019

Net Operating Income (“NOI”), Initial Free Rent Burn-Off and Signed Leases Not Commenced

(unaudited and dollars in thousands)


	Three Months Ended
Reconciliation of Net Income to NOI and Cash NOI	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Net income	$	26,784		$	18,930		$	9,856		$	39,781		$	29,230
Add:
General and administrative expenses		14,421			15,998			14,026			13,673			13,148
Depreciation and amortization		44,260			44,821			46,098			46,682			42,475
Interest expense		19,426			20,597			20,689			20,849			20,658
Income tax expense (benefit)		1,338			611			(730	)		1,312			2,135
Less:
Third-party management and other fees		(304	)		(331	)		(320	)		(289	)		(312	)
Interest income		(2,269	)		(3,899	)		(3,739	)		(3,452	)		(3,485	)

Net operating income		103,656			96,727			85,880			118,556			103,849

Straight-line rent		(5,174	)		(3,203	)		(5,404	)		(5,445	)		(5,000	)
Above/below-market rent revenue amortization		(1,682	)		(1,745	)		(2,354	)		(1,733	)		(1,668	)
Below-market ground lease amortization		1,957			1,958			1,958			1,958			1,957

Total cash NOI - including Observatory and lease termination income		98,757			93,737			80,080			113,336			99,138

Less: Observatory NOI		(28,486	)		(24,535	)		(12,994	)		(25,637	)		(31,387	)
Less: lease termination income		(2,361	)		(363	)		(388	)		(18,683	)		(1,185	)

Total property cash NOI - excluding Observatory and lease termination income	$	67,910		$	68,839		$	66,698		$	69,016		$	66,566

Burn-off of Free Rent and Signed Leases Not Commenced


	Incremental Annual		Base Cash Rent Contributing to Cash NOI in the Following Years
Total Portfolio	Revenue		2019		2020		2021		2022
Commenced leases in free rent period	$	24,785	$	1,342	$	20,448	$	24,785	$	24,785
Signed leases not commenced		20,830		46		7,330		16,606		19,605

Total	$	45,615	$	1,388	$	27,778	$	41,391	$	44,390

Commenced leases in free rent period


	Square		Cash		Incremental Annual		Base Cash Rent Contributing to Cash NOI in the Following Years
	Feet		Rent Date		Revenue		2019			2020		2021		2022
Fourth quarter 2019 - 22 leases		181,145		Oct. 2019 - Dec. 2019	$	8,292	$	1,342	⁽¹⁾	$	8,292	$	8,292	$	8,292
First quarter 2020 - 4 leases		156,977		Jan. 2020 - Mar. 2020		7,280		—			6,359		7,280		7,280
Second quarter 2020 - 3 leases		133,264		Apr. 2020 - Jun. 2020		8,066		—			5,343		8,066		8,066
Third quarter 2020 - 2 leases		34,304		Jul. 2020 - Sept. 2020		1,147		—			454		1,147		1,147

					$	24,785	$	1,342		$	20,448	$	24,785	$	24,785

Signed leases not commenced (“SLNC”)


	Square		Expected Base Rent Commencement				Incremental Annual		Base Cash Rent Contributing to Cash NOI in the Following Years
Tenant	Feet		GAAP		Cash		Revenue ⁽²⁾		2019		2020		2021		2022
Distinguished Concerts International LLC		17,644		Oct. 2019		Jan. 2020	$	1,180	$	—	$	1,170	$	1,180	$	1,180
Institutional Capital Network, Inc.		17,613		Oct. 2019		Jun. 2020		1,130		—		598		1,130		1,130
L’Occitane, Inc.		20,962		Dec. 2019		Jun. 2020		1,380		—		804		1,380		1,380
Kaplan Hecker & Fink LLP		26,997		Jun. 2020		Jul. 2020		1,140		—		498		1,140		1,140
Abrams Artists Agency LLC		25,294		Jan. 2020		Oct. 2020		1,850		—		404		1,850		1,850
Interdigital, Inc.		19,403		May 2020		Dec. 2020		1,340		—		108		1,340		1,340
First Republic Bank		14,430		Jan. 2021		Jul. 2021		2,040		—		—		1,017		2,040
LinkedIn Corporation:
LinkedIn Corporation		52,939		Apr. 2021		Sept. 2021		1,000		—		—		329		1,000
LinkedIn Corporation		52,666		Nov. 2021		Nov. 2021		900		—		—		150		900
LinkedIn Corporation		52,574		Jul. 2022		Jul. 2022		1,110		—		—		—		555
LinkedIn Corporation		30,283		Apr. 2023		Sept. 2023		670		—		—		—		—
Other SLNC		104,236		Oct. 2019 - Jun. 2020		Oct. 2019 - Dec. 2020		7,090		46		3,748		7,090		7,090

Total		435,041					$	20,830	$	46	$	7,330	$	16,606	$	19,605

Notes:

(1)	As an example, the 2019 amount represents cash revenue contributing from the cash rent commencement date of October 2019 through December 2019. The full annual amount is realized in 2020.

(2)	Reflects new annual rent less annual rent from existing tenant in the space.

Page 6

Third Quarter 2019

Property Summary - Leasing Activity by Quarter

(unaudited)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Total Portfolio
Total leases executed		25			55			34			35			43
Weighted average lease term		10.7 years			6.4 years			8.3 years			10.5 years			9.8 years
Average free rent period		6.9 months			2.8 months			4.7 months			5.4 months			6.8 months

Office
Total square footage executed		374,256			228,346			300,408			241,978			353,686
Average cash rent psf - leases executed	$	62.83		$	59.13		$	61.79		$	62.44		$	58.47
Previously escalated cash rents psf	$	51.10		$	51.72		$	54.36		$	49.69		$	47.10
Percentage of new cash rent over previously escalated rents		23.0	%		14.3	%		13.7	%		25.7	%		24.1	%

Retail
Total square footage executed		14,430			32,706			7,643			4,782			413
Average cash rent psf - leases executed	$	141.68		$	71.52		$	109.54		$	104.57		$	65.03
Previously escalated cash rents psf	$	104.66		$	72.08		$	106.84		$	128.16		$	63.22
Percentage of new cash rent over previously escalated rents		35.4	%		(0.8	%)		2.5	%		(18.4	%)		2.9	%

Total Portfolio
Total square footage executed		388,686			261,052			308,051			246,760			354,099
Average cash rent psf - leases executed	$	65.76		$	61.25		$	63.90		$	63.57		$	58.48
Previously escalated cash rents psf	$	53.09		$	54.58		$	56.35		$	51.32		$	47.12
Percentage of new cash rent over previously escalated rents		23.9	%		12.2	%		13.4	%		23.9	%		24.1	%

Leasing commission costs per square foot	$	23.75		$	15.61		$	15.00		$	26.07		$	22.33
Tenant improvement costs per square foot		65.59			47.06			55.09			86.99			75.17

Total LC and TI per square foot ⁽²⁾	$	89.34		$	62.67		$	70.09		$	113.06		$	97.50

Occupancy		89.4	%		90.2	%		88.8	%		88.8	%		88.4	%

Manhattan Office Portfolio ⁽¹⁾
Total leases executed		18			40			30			28			37

Office - New Leases
Total square footage executed		266,769			119,235			153,506			204,999			281,844
Average cash rent psf - leases executed	$	71.36		$	65.08		$	63.74		$	64.82		$	61.84
Previously escalated cash rents psf	$	53.83		$	53.26		$	52.65		$	49.85		$	48.56
Percentage of new cash rent over previously escalated rents		32.6	%		22.2	%		21.1	%		30.0	%		27.3	%

Office - Renewal Leases
Total square footage executed		18,826			56,211			131,304			13,547			33,212
Average cash rent psf - leases executed	$	53.83		$	62.37		$	62.51		$	60.75		$	53.77
Previously escalated cash rents psf	$	53.64		$	55.88		$	58.55		$	56.55		$	46.90
Percentage of new cash rent over previously escalated rents		0.4	%		11.6	%		6.8	%		7.4	%		14.7	%

Retail - New and Renewal Leases
Total square footage executed		14,430			3,711			1,998			862			413
Average cash rent psf - leases executed	$	141.68		$	405.41		$	80.00		$	78.30		$	65.03
Previously escalated cash rents psf	$	104.66		$	317.25		$	73.73		$	78.30		$	63.22
Percentage of new cash rent over previously escalated rents		35.4	%		27.8	%		8.5	%		0.0	%		2.9	%

Total Manhattan Office Portfolio
Total square footage executed		300,025			179,157			286,808			219,408			315,469
Average cash rent psf - leases executed	$	73.64		$	71.28		$	63.29		$	64.62		$	61.00
Previously escalated cash rents psf	$	56.26		$	59.55		$	55.50		$	50.38		$	48.40
Percentage of new cash rent over previously escalated rents		30.9	%		19.7	%		14.0	%		28.3	%		26.0	%

Leasing commission costs per square foot	$	28.93		$	20.53		$	14.50		$	27.50		$	24.23
Tenant improvement costs per square foot		78.31			56.60			54.18			90.85			79.42

Total LC and TI per square foot ⁽²⁾	$	107.24		$	77.13		$	68.68		$	118.35		$	103.65

Occupancy		89.6	%		90.6	%		88.9	%		88.9	%		88.3	%

Page 7

Third Quarter 2019

Property Summary - Leasing Activity by Quarter - (Continued)

(unaudited)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Greater New York Metropolitan Area Office Portfolio
Total leases executed		7			12			3			6			6

Total square footage executed		88,661			52,900			15,598			23,432			38,630
Average cash rent psf - leases executed	$	39.08		$	42.30		$	36.60		$	42.59		$	37.92
Previously escalated cash rents psf	$	42.36		$	43.82		$	35.78		$	44.30		$	36.63
Percentage of new cash rent over previously escalated rents		(7.7	%)		(3.5	%)		2.3	%		(3.9	%)		3.5	%

Leasing commission costs per square foot	$	6.22		$	6.05		$	15.32		$	11.32		$	6.81
Tenant improvement costs per square foot		22.53			37.37			77.21			50.30			40.47

Total LC and TI per square foot ⁽²⁾	$	28.75		$	43.42		$	92.53		$	61.62		$	47.28

Occupancy		88.0	%		87.8	%		87.8	%		87.6	%		88.3	%

Standalone Retail Portfolio
Total leases executed		—			3			1			1			—

Total square footage executed		—			28,995			5,645			3,920			—
Average cash rent psf - leases executed	$	—		$	28.78		$	120.00		$	110.34		$	—
Previously escalated cash rents psf	$	—		$	40.70		$	118.56		$	139.12		$	—
Percentage of new cash rent over previously escalated rents		0.0	%		(29.3	%)⁽³⁾		1.2	%		(20.7	%)		0.0	%

Leasing commission costs per square foot	$	—		$	2.68		$	39.08		$	34.10		$	—
Tenant improvement costs per square foot		—			5.79			40.00			90.00			—

Total LC and TI per square foot ⁽²⁾	$	—		$	8.47		$	79.08		$	124.10		$	—

Occupancy		93.7	%		93.7	%		94.4	%		94.4	%		94.4	%

Notes:

(1)	Includes 511,755 rentable square feet of retail space in the Company’s nine Manhattan office properties.

(2)	Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.

(3)	Includes the renewal of two parking garages comprising 27,143 of rentable square feet. These below grade spaces have market rents considerably lower than the Company’s typical street grade retail and drove the negative spread for the quarter.

Page 8

Third Quarter 2019

Total Portfolio Expirations and Vacates Summary

(unaudited and in square feet)


	Actual			Forecast ⁽¹⁾			Forecast ⁽¹⁾
	Three Months Ended						Three Months Ended
Total Portfolio ⁽²⁾	September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020		December 31, 2020			Full Year 2020			Full Year 2021
Total expirations		205,966			311,050			80,955			369,209			162,676		169,867			782,707			694,112
Less: broadcasting		(2,528	)		(2,528	)		(611	)		(309	)		—		(753	)		(1,673	)		(1,049	)

Office and retail expirations		203,438			308,522			80,344			368,900			162,676		169,114			781,034			693,063

Renewal & relocations ⁽³⁾		56,613			69,323			7,090			59,843			18,766		42,718			128,417			164,149
Short-term renewals ⁽⁴⁾		5,384			—			—			—			—		—			—			—
New leases ⁽⁵⁾		11,718			55,414			12,123			171,863			7,823		3,162			194,971			19,882
Tenant vacates ⁽⁶⁾		78,236			145,320			33,127			91,167			36,589		40,892			201,775			178,944
Intentional vacates ⁽⁷⁾		51,487			38,465			21,417			31,037			14,083		—			66,537			10,590
Holdover ⁽⁸⁾		—			—			—			—			—		—			—			—
Unknown ⁽⁹⁾		—			—			6,587			14,990			85,415		82,342			189,334			319,498

Total Portfolio expirations and vacates		203,438			308,522			80,344			368,900			162,676		169,114			781,034			693,063

Manhattan Office Portfolio
Total expirations		162,769			144,036			56,863			251,369			153,634		132,998			594,864			425,962
Less: broadcasting		(2,528	)		(2,528	)		(611	)		(309	)		—		(753	)		(1,673	)		(1,049	)

Office expirations		160,241			141,508			56,252			251,060			153,634		132,245			593,191			424,913

Renewal & relocations ⁽³⁾		18,145			31,517			4,908			33,768			14,866		9,058			62,600			20,995
Short-term renewals ⁽⁴⁾		5,384			—			—			—			—		—			—			—
New leases ⁽⁵⁾		11,718			55,414			12,123			164,549			7,823		3,162			187,657			19,882
Tenant vacates ⁽⁶⁾		76,189			16,354			31,127			17,214			31,447		40,892			120,680			128,198
Intentional vacates ⁽⁷⁾		48,805			38,223			3,984			20,668			14,083		—			38,735			10,590
Holdover ⁽⁸⁾		—			—			—			—			—		—			—			—
Unknown ⁽⁹⁾		—			—			4,110			14,861			85,415		79,133			183,519			245,248

Total expirations and vacates		160,241			141,508			56,252			251,060			153,634		132,245			593,191			424,913

Greater New York Metropolitan Area Office Portfolio
Office expirations		36,035			163,999			6,659			104,037			5,542		27,304			143,542			237,772

Renewal & relocations ⁽³⁾		33,988			35,033			2,182			22,770			400		25,766			51,118			139,218
Short-term renewals ⁽⁴⁾		—			—			—			—			—		—			—			—
New leases ⁽⁵⁾		—			—			—			7,314			—		—			7,314			—
Tenant vacates ⁽⁶⁾		2,047			128,966			2,000			73,953			5,142		—			81,095			42,347
Intentional vacates ⁽⁷⁾		—			—			—			—			—		—			—			—
Holdover ⁽⁸⁾		—			—			—			—			—		—			—			—
Unknown ⁽⁹⁾		—			—			2,477			—			—		1,538			4,015			56,207

Total expirations and vacates		36,035			163,999			6,659			104,037			5,542		27,304			143,542			237,772

Retail Portfolio
Retail expirations		7,162			3,015			17,433			13,803			3,500		9,565			44,301			30,378

Renewal & relocations ⁽³⁾		4,480			2,773			—			3,305			3,500		7,894			14,699			3,936
Short-term renewals ⁽⁴⁾		—			—			—			—			—		—			—			—
New leases ⁽⁵⁾		—			—			—			—			—		—			—			—
Tenant vacates ⁽⁶⁾		—			—			—			—			—		—			—			8,399
Intentional vacates ⁽⁷⁾		2,682			242			17,433			10,369			—		—			27,802			—
Holdover ⁽⁸⁾		—			—			—			—			—		—			—			—
Unknown ⁽⁹⁾		—			—			—			129			—		1,671			1,800			18,043

Total expirations and vacates		7,162			3,015			17,433			13,803			3,500		9,565			44,301			30,378

Notes:

(1)	These forecasts, which are subject to change, are based on management’s expectations, including, among other things, discussions with and other information provided by tenants as well as management’s analyses of past historical trends.

(2)	Any lease on month to month or short-term will re-appear in “Actual” in each period until tenant has vacated or renewed, and thus it would be double counted if periods were cumulated. “Forecast” avoids double counting.

(3)	For forecasted periods, “Renewals” assume tenants renew their existing leases in all or a portion of their current spaces, and “Relocations” assume tenants move within a building or within the Company’s portfolio.

(4)	Represents tenants which signed renewal leases for a term of less than six months and reappear in forecast periods in 2019.

(5)	For forecasted periods, “New Leases” represents leases that have been signed with a new tenant, a subtenant who signed a direct lease or a tenant who expanded. The lease commencement dates are provided on page 6. There may be downtime between the lease expiration and the new lease commencement.

(6)	For forecasted periods, “Tenant Vacates” assumes a tenant elects not to renew at the end of their existing lease or exercises an early termination option.

(7)	For forecasted periods, “Intentional Vacates” assumes the Company decides not to renew tenant at the end of their existing lease due to anticipated future redevelopment or for other reasons. This also may include early lease terminations.

(8)	Holdover represents a tenant that remains in its space, paying rent after the expiration of its lease, but is not anticipated to continue doing so on a monthly basis. These tenants may reappear in forecast periods in 2019.

(9)	For forecasted periods, “Unknown” represents tenants’ existing leases which do not fall into any of the above categories: Renewals & Relocations, New Leases, Tenant Vacates or Intentional Vacates and tenants’ whose intention is unknown.

Page 9

Third Quarter 2019

Property Detail

(unaudited)


Property Name	Location or Sub-Market	Rentable Square Feet ⁽¹⁾		Percent Occupied ⁽²⁾			Annualized Rent ⁽³⁾		Annualized Rent per Occupied Square Foot ⁽⁴⁾		Number of Leases ⁽⁵⁾
*Manhattan Office Properties - Office*
The Empire State Building ⁽⁶⁾	Penn Station -Times Sq. South		2,711,163		94.4	%	$	152,085,148	$	59.45		169
One Grand Central Place	Grand Central		1,249,360		87.5	%		63,847,625		58.43		197
1400 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		914,311		90.3	%		43,927,959		53.20		25
111 West 33rd Street ⁽⁹⁾	Penn Station -Times Sq. South		641,067		89.1	%		33,998,809		59.51		21
250 West 57th Street	Columbus Circle - West Side		471,414		74.9	%		21,558,659		61.06		46
501 Seventh Avenue	Penn Station -Times Sq. South		461,653		82.2	%		18,642,556		49.12		29
1359 Broadway	Penn Station -Times Sq. South		455,849		97.5	%		24,427,201		54.99		33
1350 Broadway ⁽¹⁰⁾	Penn Station -Times Sq. South		371,876		87.6	%		19,107,249		58.69		56
1333 Broadway	Penn Station -Times Sq. South		292,835		80.3	%		12,164,098		51.75		9

*Manhattan Office Properties - Office*			7,569,528		89.6	%		389,759,304		57.44		585

*Manhattan Office Properties - Retail*
The Empire State Building ⁽⁷⁾	Penn Station -Times Sq. South		104,862		69.5	%		13,523,529		185.68		13
One Grand Central Place	Grand Central		68,732		79.0	%		6,427,789		118.37		13
1400 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		20,418		77.4	%		2,049,950		129.64		8
112 West 34th Street ⁽⁹⁾	Penn Station -Times Sq. South		90,132		100.0	%		22,651,620		251.32		4
250 West 57th Street	Columbus Circle - West Side		67,927		100.0	%		10,315,884		151.87		8
501 Seventh Avenue	Penn Station -Times Sq. South		33,403		96.7	%		2,130,844		65.99		9
1359 Broadway	Penn Station -Times Sq. South		27,506		100.0	%		2,336,796		84.96		6
1350 Broadway ⁽¹⁰⁾	Penn Station -Times Sq. South		31,774		95.6	%		7,126,817		234.52		5
1333 Broadway	Penn Station -Times Sq. South		67,001		100.0	%		9,147,032		136.52		4

*Manhattan Office Properties - Retail*			511,755		89.5	%		75,710,261		165.24		70

*Sub-Total/Weighted Average*
*Manhattan Office Properties - Office and Retail*			8,081,283		89.6	%		465,469,565		64.26		655

*Greater New York Metropolitan Area Office Properties*
First Stamford Place ⁽¹¹⁾	Stamford, CT		779,067		88.7	%		30,220,642		43.74		45
Metro Center	Stamford, CT		287,833		82.9	%		14,751,826		61.83		22
383 Main Avenue	Norwalk, CT		260,600		90.5	%		7,510,750		31.85		22
500 Mamaroneck Avenue	Harrison, NY		287,600		81.4	%		7,123,529		30.42		28
10 Bank Street	White Plains, NY		232,517		97.3	%		8,094,542		35.78		35

*Sub-Total/Weighted Average Greater New York Metropolitan Area Office Properties*			1,847,617		88.0	%		67,701,289		41.65		152

*Standalone Retail Properties*
10 Union Square	Union Square		58,007		97.2	%		6,493,465		115.14		12
1542 Third Avenue	Upper East Side		56,250		100.0	%		4,151,047		73.80		4
1010 Third Avenue	Upper East Side		44,662		100.0	%		3,612,691		80.89		2
77 West 55th Street	Midtown		25,388		100.0	%		2,634,486		103.77		3
69-97 Main Street	Westport, CT		16,958		32.7	%		728,857		131.54		2
103-107 Main Street	Westport, CT		4,330		100.0	%		727,876		168.10		1

*Sub-Total/Weighted Average Standalone* *Retail Properties*			205,595		93.7	%		18,348,421		95.28		24

*Portfolio Total*			10,134,495		89.4	%	$	551,519,275	$	60.86		831

*Total/Weighted Average Office Properties*			9,417,145		89.3	%	$	457,460,593	$	54.39		737
*Total/Weighted Average Retail Properties*			717,350		90.7	%		94,058,682		144.54		94

*Portfolio Total*			10,134,495		89.4	%	$	551,519,275	$	60.86		831

Notes:

(1)	Excludes (i) 175,532 square feet of space across the Company’s portfolio attributable to building management use and tenant amenities and (ii) 69,789 square feet of space attributable to the Company’s observatory.

(2)	Based on leases signed and commenced as of September 30, 2019.

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents annualized rent under leases commenced as of September 30, 2019 divided by occupied square feet.

(5)	Represents the number of leases at each property or on a portfolio basis. If a tenant has more than one lease, whether or not at the same property, but with different expirations, the number of leases is calculated equal to the number of leases with different expirations.

(6)	Includes 37,192 rentable square feet of space leased by the Company’s broadcasting tenants.

(7)	Includes 5,300 rentable square feet of space leased by WDFG North America, a licensee of the Company’s observatory.

(8)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 44 years (expiring December 31, 2063).

(9)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 58 years (expiring May 31, 2077).

(10)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 31 years (expiring July 31, 2050).

(11)	First Stamford Place consists of three buildings.

Page 10

LOGO

Third Quarter 2019

Tenant Lease Expirations

(unaudited)


*Total Lease Expirations*	Number of Leases Expiring ⁽¹⁾		Rentable Square Feet Expiring ⁽²⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽³⁾		Percent of Annualized Rent			Annualized Rent Per Rentable Square Foot
Available		—		845,044		8.3	%	$	—		0.0	%	$	—
Signed leases not commenced		27		227,660		2.2	%		—		0.0	%		—
3Q 2019 ⁽⁴⁾		11		27,840		0.3	%		1,871,935		0.3	%		67.24
4Q 2019		47		311,050		3.1	%		14,992,398		2.7	%		48.20

Total 2019		58		338,890		3.3	%		16,864,333		3.1	%		49.76
1Q 2020		24		80,955		0.8	%		5,085,192		0.9	%		62.82
2Q 2020		43		369,209		3.6	%		20,520,952		3.7	%		55.58
3Q 2020		31		162,676		1.6	%		9,507,473		1.7	%		58.44
4Q 2020		25		169,867		1.7	%		10,116,763		1.8	%		59.56

Total 2020		123		782,707		7.7	%		45,230,380		8.2	%		57.79
2021		104		694,112		6.8	%		40,061,236		7.3	%		57.72
2022		109		582,158		5.7	%		36,994,979		6.7	%		63.55
2023		82		679,551		6.7	%		41,818,259		7.6	%		61.54
2024		82		790,284		7.8	%		47,380,941		8.6	%		59.95
2025		62		423,287		4.2	%		30,591,814		5.5	%		72.27
2026		54		744,686		7.3	%		40,941,973		7.4	%		54.98
2027		45		534,008		5.3	%		31,898,054		5.8	%		59.73
2028		25		996,134		9.8	%		54,597,325		9.9	%		54.81
Thereafter		87		2,495,974		24.9	%		165,139,981		29.9	%		66.16

Total		858		10,134,495		100.0	%	$	551,519,275		100.0	%	$	60.86

*Manhattan Office Properties ⁽⁵⁾*
Available		—		600,202		7.9	%	$	—		0.0	%	$	—
Signed leases not commenced		19		183,932		2.4	%		—		0.0	%		—
3Q 2019 ⁽⁴⁾		8		10,241		0.1	%		584,696		0.2	%		57.09
4Q 2019		34		144,036		1.9	%		7,567,980		1.9	%		52.54

Total 2019		42		154,277		2.0	%		8,152,676		2.1	%		52.54
1Q 2020		18		56,863		0.8	%		3,436,176		0.9	%		60.43
2Q 2020		31		251,369		3.3	%		13,948,718		3.6	%		55.49
3Q 2020		27		153,634		2.0	%		8,632,560		2.2	%		56.19
4Q 2020		19		132,998		1.8	%		7,076,705		1.8	%		53.21

Total 2020		95		594,864		7.9	%		33,094,159		8.5	%		55.63
2021		64		425,962		5.6	%		23,973,823		6.2	%		56.28
2022		80		392,252		5.2	%		23,026,502		5.9	%		58.70
2023		59		504,660		6.7	%		29,244,170		7.5	%		57.95
2024		60		557,066		7.4	%		32,196,698		8.3	%		57.80
2025		40		267,557		3.5	%		15,999,586		4.1	%		59.80
2026		36		560,061		7.4	%		31,786,253		8.2	%		56.75
2027		33		403,909		5.3	%		22,726,179		5.8	%		56.27
2028		16		923,632		12.2	%		51,068,330		13.1	%		55.29
Thereafter		60		2,001,154		26.5	%		118,490,927		30.3	%		59.21

Total Manhattan office properties		604		7,569,528		100.0	%	$	389,759,304		100.0	%	$	57.44

Notes:

(1)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(2)	Excludes (i) 175,532 rentable square feet of space across the Company portfolio attributable to building management use and tenant amenities and (ii) 69,789 square feet of space attributable to the Company’s observatory.

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents leases that are included in occupancy as of September 30, 2019 and expire on September 30, 2019.

(5)	Excludes (i) retail space in the Company’s Manhattan office properties and (ii) the Empire State Building broadcasting licenses and observatory operations.

Page 11

Third Quarter 2019

Tenant Lease Expirations

(unaudited)


*Greater New York Metropolitan* *Area Office Properties*	Number of Leases Expiring ⁽¹⁾		Rentable Square Feet Expiring ⁽²⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽³⁾		Percent of Annualized Rent			Annualized Rent Per Rentable Square Foot
Available		—		204,097		11.0	%	$	—		0.0	%	$	—
Signed leases not commenced		4		17,881		1.0	%		—		0.0	%		—
3Q 2019 ⁽⁴⁾		1		13,452		0.7	%		535,487		0.8	%		39.81
4Q 2019		11		163,999		8.9	%		6,068,819		9.0	%		37.01

Total 2019		12		177,451		9.6	%		6,604,306		9.8	%		37.22
1Q 2020		5		6,659		0.4	%		310,348		0.5	%		46.61
2Q 2020		8		104,037		5.6	%		5,809,624		8.6	%		55.84
3Q 2020		3		5,542		0.3	%		229,834		0.3	%		41.47
4Q 2020		4		27,304		1.5	%		1,199,972		1.8	%		43.95

Total 2020		20		143,542		7.8	%		7,549,778		11.2	%		52.60
2021		32		238,070		12.9	%		11,011,903		16.3	%		46.25
2022		20		131,159		7.1	%		5,007,752		7.4	%		38.18
2023		13		120,187		6.5	%		5,596,372		8.3	%		46.56
2024		11		204,943		11.1	%		9,049,100		13.4	%		44.15
2025		15		122,735		6.6	%		3,943,026		5.8	%		32.13
2026		9		109,944		6.0	%		3,824,674		5.6	%		34.79
2027		7		73,833		4.0	%		2,789,669		4.1	%		37.78
2028		5		64,515		3.5	%		2,311,764		3.4	%		35.83
Thereafter		8		239,260		12.9	%		10,012,946		14.8	%		41.85

Total greater New York metropolitan area office properties		156		1,847,617		100.0	%	$	67,701,289		100.0	%	$	41.65

*Retail Properties*
Available		—		40,745		5.7	%	$	—		0.0	%	$	—
Signed leases not commenced		4		25,847		3.6	%		—		0.0	%		—
3Q 2019 ⁽⁴⁾		2		4,147		0.6	%		751,752		0.8	%		181.28
4Q 2019		2		3,015		0.4	%		1,355,599		1.4	%		449.62

Total 2019		4		7,162		1.0	%		2,107,351		2.2	%		294.24
1Q 2020		1		17,433		2.4	%		1,338,668		1.4	%		76.79
2Q 2020		4		13,803		1.9	%		762,610		0.8	%		55.25
3Q 2020		1		3,500		0.5	%		645,079		0.7	%		184.31
4Q 2020		2		9,565		1.3	%		1,840,086		2.0	%		192.38

Total 2020		8		44,301		6.2	%		4,586,443		4.9	%		103.53
2021		8		30,080		4.2	%		5,075,510		5.4	%		168.73
2022		9		58,747		8.2	%		8,960,725		9.5	%		152.53
2023		10		54,704		7.6	%		6,977,717		7.4	%		127.55
2024		11		28,275		3.9	%		6,135,143		6.5	%		216.98
2025		7		32,995		4.6	%		10,649,202		11.3	%		322.75
2026		9		74,681		10.4	%		5,331,046		5.7	%		71.38
2027		5		56,266		7.8	%		6,382,206		6.8	%		113.43
2028		4		7,987		1.1	%		1,217,231		1.3	%		152.40
Thereafter		19		255,560		35.7	%		36,636,108		39.0	%		143.36

Total retail properties		98		717,350		100.0	%	$	94,058,682		100.0	%	$	144.54

Notes:

(1)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(2)	Excludes (i) 175,532 rentable square feet of space across the Company portfolio attributable to building management use and tenant amenities and (ii) 69,789 square feet of space attributable to the Company’s observatory.

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents leases that are included in occupancy as of September 30, 2019 and expire on September 30, 2019.

(5)	Represents two license agreements.

Page 12

LOGO

Third Quarter 2019

Tenant Lease Expirations

(unaudited)


*Empire State Building Office ⁽¹⁾*	Number of Leases Expiring ⁽²⁾		Rentable Square Feet Expiring ⁽³⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ^{(4) (5)}		Percent of Annualized Rent			Annualized Rent Per Rentable Square Foot
Available		—		101,159		3.7	%	$	—		0.0	%	$	—
Signed leases not commenced		6		51,872		1.9	%		—		0.0	%		—
3Q 2019 ⁽⁶⁾		—		—		0.0	%		—		0.0	%		—
4Q 2019		8		33,255		1.2	%		1,705,774		1.1	%		51.29

Total 2019		8		33,255		1.2	%		1,705,774		1.1	%		51.29
1Q 2020		4		11,792		0.4	%		732,862		0.5	%		62.15
2Q 2020		9		197,973		7.3	%		10,709,393		7.0	%		54.10
3Q 2020		8		38,636		1.4	%		2,316,700		1.5	%		59.96
4Q 2020		7		58,837		2.2	%		3,550,691		2.3	%		60.35

Total 2020		28		307,238		11.3	%		17,309,646		11.4	%		56.34
2021		17		97,780		3.6	%		5,752,469		3.8	%		58.83
2022		22		114,179		4.2	%		7,142,129		4.7	%		62.55
2023		19		100,390		3.7	%		6,624,358		4.4	%		65.99
2024		17		220,522		8.1	%		13,672,410		9.0	%		62.00
2025		11		78,396		2.9	%		4,545,388		3.0	%		57.98
2026		10		132,344		4.9	%		8,221,791		5.4	%		62.12
2027		8		29,184		1.1	%		1,734,254		1.1	%		59.42
2028		4		545,713		20.1	%		30,765,395		20.2	%		56.38
Thereafter		25		899,131		33.3	%		54,611,534		35.9	%		60.74

Total Empire State Building office		175		2,711,163		100.0	%	$	152,085,148		100.0	%	$	59.45


*Empire State Building Broadcasting Licenses and Leases*	Annualized Base Rent ⁽⁷⁾		Annualized Expense Reimbursements		Annualized Rent ⁽⁴⁾		Percent of Annualized Rent
3Q 2019 ⁽⁶⁾		31,710		12,476		44,186		0.3	%
4Q 2019		—		—		—		0.0	%

Total 2019		31,710		12,476		44,186		0.3	%
1Q 2020		629,656		70,970		700,626		4.8	%
2Q 2020		137,188		27,182		164,370		1.1	%
3Q 2020		—		—		—		0.0	%
4Q 2020		99,320		31,248		130,568		0.9	%

Total 2020		866,164		129,400		995,564		6.8	%
2021		55,685		98,355		154,040		1.1	%
2022		1,617,907		414,558		2,032,465		14.0	%
2023		82,480		24,933		107,413		0.7	%
2024		65,000		36,667		101,667		0.7	%
2025		1,533,492		183,939		1,717,431		11.8	%
2026		807,668		83,571		891,239		6.1	%
2027		787,969		76,989		864,958		5.9	%
2028		248,614		15,362		263,976		1.8	%
Thereafter		6,501,770		886,475		7,388,245		50.7	%

Total Empire State Building broadcasting licenses and leases	$	12,598,459	$	1,962,725	$	14,561,184		100.0	%

Notes:

(1)	Excludes retail space, broadcasting licenses and observatory operations

(2)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(3)	Excludes 25,937 rentable square feet of space attributable to building management use.

(4)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(5)	Includes approximately $4.6 million of annualized rent related to physical space occupied by broadcasting tenants for their broadcasting operations. Does not include license fees charged to broadcasting tenants.

(6)	Represents leases that are included in occupancy as of September 30, 2019 and expire on September 30, 2019.

(7)	Represents license fees for the use of the Empire State Building mast and base rent for physical space occupied by broadcasting tenants.

Page 13

LOGO

Third Quarter 2019

20 Largest Tenants and Portfolio Tenant Diversification by Industry

(unaudited)


20 Largest Tenants	Property	Lease Expiration ⁽¹⁾	Weighted Average Remaining Lease Term⁽²⁾		Total Occupied Square Feet ⁽³⁾		Percent of Portfolio Rentable Square Feet ⁽⁴⁾			Annualized Rent ⁽⁵⁾		Percent of Portfolio Annualized Rent ⁽⁶⁾
1. Global Brands Group	ESB, 1333 B’Way	Oct. 2023 - Oct. 2028		8.4 years		668,942		6.4	%	$	36,313,742		6.6	%
2. LinkedIn	ESB	Aug. 2036		16.9 years		312,947		3.0	%		18,434,225		3.3	%
3. Coty	ESB	Apr. 2020 - Jan. 2030		5.6 years		312,471		3.0	%		17,501,397		3.2	%
4. PVH Corp.	501 Seventh Avenue	Oct. 2028		9.0 years		237,281		2.3	%		11,716,228		2.1	%
5. Sephora	112 West 34th Street	Jan. 2029		9.3 years		11,334		0.1	%		10,468,996		1.9	%
6. Li & Fung	1359 Broadway	Oct. 2021 - Oct. 2027		4.5 years		149,436		1.4	%		7,605,086		1.4	%
7. Signature Bank	1333 & 1400 Broadway	Apr. 2035		15.1 years		124,884		1.2	%		7,540,459		1.4	%
8. Urban Outfitters	1333 Broadway	Sept. 2029		10.0 years		56,730		0.5	%		7,196,283		1.3	%
9. Macy’s	111 West 33rd Street	May 2030		10.6 years		131,117		1.3	%		7,157,511		1.3	%
10. Federal Deposit Insurance Corp.	ESB	Dec. 2024		5.3 years		119,226		1.1	%		6,837,182		1.2	%
11. HNTB Corporation	ESB	Feb. 2029		9.4 years		105,143		1.0	%		6,666,632		1.2	%
12. Duane Reade	ESB, 1350 B’Way, 250 West 57th	Feb. 2021 - Sept. 2027		4.8 years		47,541		0.5	%		6,663,966		1.2	%
13. The Interpublic Group of Co’s, Inc.	111 West 33rd St & 1400 B’way	Jul. 2024 - Feb. 2025		5.0 years		124,884		1.2	%		6,443,584		1.2	%
14. Footlocker	112 West 34th Street	Sept. 2031		12.0 years		34,192		0.3	%		6,276,836		1.1	%
15. Legg Mason	First Stamford Place	Sept. 2024		5.0 years		137,583		1.3	%		6,270,544		1.1	%
16. Fragomen	1400 Broadway	Feb. 2035		15.4 years		107,680		1.0	%		5,922,400		1.1	%
17. WDFG North America	ESB	Dec. 2025		6.3 years		5,300		0.1	%		5,833,702		1.1	%
18. Shutterstock	ESB	Apr. 2029		9.6 years		104,386		1.0	%		5,560,875		1.0	%
19. The Michael J. Fox Foundation	111 West 33rd Street	Nov. 2029		10.1 years		86,492		0.8	%		5,390,818		1.0	%
20. ASCAP	250 West 57th Street	Aug. 2034		14.9 years		87,943		0.8	%		5,345,814		1.0	%

Total						2,965,512		28.3	%	$	191,146,280		34.7	%

Notes:

(1)	Expiration dates are per lease and do not assume exercise of renewal or extension options. For tenants with more than two leases, the lease expiration is shown as a range.

(2)	Represents the weighted average lease term, based on annualized rent.

(3)	Based on leases signed and commenced as of September 30, 2019.

(4)	Represents the percentage of rentable square feet of the Company’s office and retail portfolios in the aggregate.

(5)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(6)	Represents the percentage of annualized rent of the Company’s office and retail portfolios in the aggregate.

Portfolio Tenant Diversification by Industry (based on annualized rent)

LOGO

Page 14

LOGO

Third Quarter 2019

Capital Expenditures and Redevelopment Program and Leasing Opportunity

(unaudited and dollars in thousands)


	Three Months Ended
Capital expenditures	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
Tenant improvements - first generation	$	17,639	$	17,255	$	19,142	$	26,079	$	21,229
Tenant improvements - second generation		8,734		10,513		9,028		7,963		10,069
Leasing commissions - first generation		574		4,742		1,276		4,533		4,813
Leasing commissions - second generation		2,651		3,016		1,869		2,845		2,576
Building improvements - first generation		10,988		12,910		11,022		10,085		18,418
Building improvements - second generation		4,931		6,296		4,840		8,624		2,279
Observatory capital project ⁽¹⁾		18,185		14,539		13,789		12,750		14,507

Total	$	63,702	$	69,271	$	60,966	$	72,879	$	73,891

Note:

(1)	Total Observatory capital project spent-to-date was $137.8 million as of September 30, 2019.

Tenant space redevelopment by square feet ^{(2) (3)}

•

Future redevelopment (Empire State Building) - 170,000 square feet

•

Future redevelopment (other Manhattan properties) - 400,000 square feet

•

Redevelopment completed - 7,400,000 square feet

Inventory of vacant space⁽²⁾

•

Developed - 540,000 square feet, 90%

•

Undeveloped - 60,000 square feet, 10%

Inventory of undeveloped space⁽²⁾

•

Vacant - 60,000 square feet, 10%

•

Expires in 2019 - 50,000 square feet, 9%

•

Expires in 2020 and thereafter - 460,000 square feet, 81%

Developed 20,000 square feet in the third quarter 2019 and 90,000 square feet through September 30, 2019.

Leasing Opportunity - Inventory of Current Vacant Space as of September 30, 2019 (in square feet)


Total Portfolio vacant space			1,073,000

Signed leases not commenced (“SLNC”):
Manhattan Office Properties SLNC			184,000
Greater New York Office Properties SLNC			18,000
Retail Properties SLNC			26,000
Redeveloped Manhattan Office space			472,000
Greater New York Office Properties space			204,000
Retail Properties space			41,000
Undeveloped Manhattan Office space			33,000
Space held off market			48,000
Other			47,000

Total			1,073,000

Development of Space Expected to Vacate from September 30, 2019 through December 31, 2019 (in square feet)


	Expected Vacates		2019		2020		2021		Thereafter
Tenant Vacates
Developed		16,354
Undeveloped space to be developed		—		—		—		—		—

		16,354

Intentional Vacates
Developed		17,253
Undeveloped space to be developed		21,212		—		21,212		—		—

		38,465

Notes:

(2)	These estimates are based on the Company’s current budgets and are subject to change.

(3)

Redevelopment program is for the Manhattan office assets only. Square footage based on market measurement. Developed space includes space that has been demolished and completed asbestos abatement and available for lease up or ready to be prebuilt. Permanent building use spaces, amenity spaces and broadcasting spaces are excluded.

Page 15

Third Quarter 2019

Observatory Summary

(unaudited and dollars in thousands)


			Three Months Ended
Observatory NOI	Twelve Months to Date		September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Observatory revenue ⁽¹⁾	$	125,575	$	37,575		$	32,895		$	20,569		$	34,536		$	40,241
Observatory expenses		33,923		9,089			8,360			7,575			8,899			8,854

NOI		91,652		28,486			24,535			12,994			25,637			31,387
Intercompany rent expense ⁽²⁾		79,352		23,242			21,491			14,021			20,598			23,805

NOI after intercompany rent	$	12,300	$	5,244		$	3,044		$	(1,027	)	$	5,039		$	7,582

Observatory Metrics
Number of visitors ⁽³⁾				1,042,000			968,000			601,000			945,000			1,167,000
Change in visitors year over year				(10.7	%)		(7.7	%)		(6.7	%)		(4.6	%)		(5.6	%)
Number of bad weather days (“BWD”) ⁽⁴⁾				12			24			15			19			11
102nd floor revenue ⁽⁵⁾			$	—		$	—		$	180		$	2,388		$	3,066

Notes:

(1)

Observatory revenues include the fixed license fee received from WDFG North America, the Observatory gift shop operator. For the three months ended September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, the fixed license fee was $1,453, $1,453, $1,453, $1,411, and $1,411, respectively.

(2)	The observatory pays a market-based rent payment comprised of fixed and percentage rent to the Empire State Building. Intercompany rent is eliminated upon consolidation.

(3)	Reflects the number of visitors who pass through the turnstile, excluding visitors who make a second visit on the same ticket at no additional charge.

(4)	The Company defines a bad weather day as one in which the top of the Empire State Building is obscured from view for more than 50% of the day.

(5)	Reflects revenues derived from the 102nd floor observatory. This revenue is included in total observatory revenues above and will be disclosed separately throughout the duration of the observatory capital improvement program.

Annual Observatory Revenues 2014 to 2018

LOGO

Page 16

Third Quarter 2019

Condensed Consolidated Balance Sheets

(unaudited and dollars in thousands)


	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Assets
Commercial real estate properties, at cost:
Land	$	201,196		$	201,196		$	201,196		$	201,196		$	201,196
Development costs		7,989			7,987			7,987			7,987			7,987
Building and improvements		2,830,353			2,784,472			2,727,497			2,675,303			2,616,772

		3,039,538			2,993,655			2,936,680			2,884,486			2,825,955
Less: accumulated depreciation		(829,495	)		(809,197	)		(777,794	)		(747,304	)		(718,959	)

Commercial real estate properties, net		2,210,043			2,184,458			2,158,886			2,137,182			2,106,996
Cash and cash equivalents		293,710			375,335			242,910			204,981			229,745
Restricted cash		36,609			38,043			61,766			65,832			54,356
Short term investments		—			150,000			350,000			400,000			400,000
Tenant and other receivables, net		29,287			31,264			22,052			29,437			31,342
Deferred rent receivables, net		214,685			209,510			206,307			200,903			195,455
Prepaid expenses and other assets		41,927			60,818			37,766			64,345			50,663
Deferred costs, net		223,698			228,782			233,382			241,223			244,441
Acquired below-market ground leases, net		354,524			356,482			358,440			360,398			362,355
Right of use assets		29,355			29,404			29,452			—			—
Goodwill		491,479			491,479			491,479			491,479			491,479

Total assets	$	3,925,317		$	4,155,575		$	4,192,440		$	4,195,780		$	4,166,832

Liabilities and Equity
Mortgage notes payable, net	$	606,313		$	607,072		$	607,823		$	608,567		$	609,299
Senior unsecured notes, net		798,347			1,047,939			1,047,078			1,046,219			1,045,362
Unsecured term loan facility, net		264,517			264,394			264,271			264,147			264,023
Unsecured revolving credit facility		—			—			—			—			—
Accounts payable and accrued expenses		143,201			131,842			127,986			130,676			128,340
Acquired below-market leases, net		42,655			45,651			48,731			52,450			55,662
Ground lease liabilties		29,355			29,404			29,452			—			—
Deferred revenue and other liabilities		68,742			48,858			43,339			44,810			32,175
Tenants’ security deposits		31,841			32,383			56,559			57,802			42,520

Total liabilities		1,984,971			2,207,543			2,225,239			2,204,671			2,177,381
Total equity		1,940,346			1,948,032			1,967,201			1,991,109			1,989,451

Total liabilities and equity	$	3,925,317		$	4,155,575		$	4,192,440		$	4,195,780		$	4,166,832

Page 17

Third Quarter 2019

Condensed Consolidated Statements of Income

(unaudited and in thousands, except per share amounts)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Revenues
Rental revenue ⁽¹⁾	$	150,225		$	141,071		$	143,417		$	123,261		$	123,621
Tenant expense reimbursement		—			—			—			19,746			18,627
Observatory revenue		37,575			32,895			20,569			34,536			40,241
Lease termination fees		2,361			363			388			18,683			1,185
Third party management and other fees		304			331			320			289			312
Other revenue and fees		2,408			1,584			2,599			2,794			2,416

Total revenues		192,873			176,244			167,293			199,309			186,402

Operating expenses
Property operating expenses		47,894			40,227			42,955			41,004			42,772
Ground rent expenses		2,331			2,332			2,331			2,332			2,331
General and administrative expenses		14,421			15,998			14,026			13,673			13,148
Observatory expenses		9,089			8,360			7,575			8,899			8,854
Real estate taxes		29,599			28,267			28,232			28,229			28,284
Depreciation and amortization		44,260			44,821			46,098			46,682			42,475

Total operating expenses		147,594			140,005			141,217			140,819			137,864

Total operating income		45,279			36,239			26,076			58,490			48,538

Other income (expense)
Interest income		2,269			3,899			3,739			3,452			3,485
Interest expense		(19,426	)		(20,597	)		(20,689	)		(20,849	)		(20,658	)

Income before income taxes		28,122			19,541			9,126			41,093			31,365
Income tax (expense) benefit		(1,338	)		(611	)		730			(1,312	)		(2,135	)

Net income		26,784			18,930			9,856			39,781			29,230
Perpetual preferred unit distributions		(234	)		(234	)		(234	)		(234	)		(234	)
Net income attributable to non-controlling interests		(10,668	)		(7,609	)		(3,945	)		(16,705	)		(12,654	)

Net income attributable to common stockholders	$	15,882		$	11,087		$	5,677		$	22,842		$	16,342

Weighted average common shares outstanding
Basic		178,352			176,796			175,850			171,829			167,657

Diluted		298,151			298,131			298,049			297,492			297,478

Net income per share attributable to common stockholders
Basic and diluted	$	0.09		$	0.06		$	0.03		$	0.13		$	0.10

Dividends per share	$	0.105		$	0.105		$	0.105		$	0.105		$	0.105

Notes:

(1)

The Company adopted Financial Accounting Standards Board Topic 842, Lease Accounting, using the modified retrospective approach on January 1, 2019 and elected to apply the transition provisions of the standard at adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. The Company adopted the practical expedient in Topic 842, which allows the Company to avoid separating lease and non-lease rental income. Consequently, all rental income earned pursuant to tenant leases in 2019 is reflected as one category, “Rental Revenue,” in the 2019 consolidated statements of income.

The following table reflects the components of 2019 rental revenue.


	September 30, 2019		June 30, 2019		March 31, 2019
Rental Revenue
Base rent	$	129,098	$	125,170	$	126,634
Billed tenant expense reimbursement		21,127		15,901		16,783

Total rental revenue	$	150,225	$	141,071	$	143,417

The Company believes the preceding table of the components of rental revenue is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes this information is frequently used by management, investors, securities analysts and other interested parties to evaluate the Company’s performance.

Page 18

Third Quarter 2019

Funds from Operations (“FFO”), Modified Funds From Operations (“Modified FFO”), Core Funds

from Operations (“Core FFO”), Core Funds Available for Distribution (“Core FAD”) and EBITDA

(unaudited and in thousands, except per share amounts)


	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
Reconciliation of Net Income to FFO, Modified FFO and Core FFO
Net Income	$	26,784		$	18,930		$	9,856		$	39,781		$	29,230
Preferred unit distributions		(234	)		(234	)		(234	)		(234	)		(234	)
Real estate depreciation and amortization		43,303			43,822			45,092			45,771			42,004

FFO attributable to common stockholders and non-controlled interests		69,853			62,518			54,714			85,318			71,000
Amortization of below-market ground lease		1,957			1,958			1,958			1,958			1,957

Modified FFO attributable to common stockholders and non-controlled interests		71,810			64,476			56,672			87,276			72,957

Core FFO attributable to common stockholders and non-controlled interests	$	71,810		$	64,476		$	56,672		$	87,276		$	72,957

Total weighted average shares and Operating Partnership Units
Basic		298,151			298,131			298,049			297,492			297,478

Diluted		298,151			298,131			298,049			297,492			297,478

FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.23		$	0.21		$	0.18		$	0.29		$	0.24

Diluted	$	0.23		$	0.21		$	0.18		$	0.29		$	0.24

Modified FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.24		$	0.22		$	0.19		$	0.29		$	0.25

Diluted	$	0.24		$	0.22		$	0.19		$	0.29		$	0.25

Core FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.24		$	0.22		$	0.19		$	0.29		$	0.25

Diluted	$	0.24		$	0.22		$	0.19		$	0.29		$	0.25

Reconciliation of Core FFO to Core FAD
Core FFO	$	71,810		$	64,476		$	56,672		$	87,276		$	72,957
Add:
Amortization of deferred financing costs		923			1,020			1,021			1,021			1,020
Non-real estate depreciation and amortization		958			998			1,007			912			826
Amortization of non-cash compensation expense		4,049			5,924			5,419			4,722			4,852
Amortization of debt discount		311			668			668			667			668
Amortization of loss on interest rate derivative		385			385			385			385			474
Deduct:
Straight-line rental revenues		(5,174	)		(3,203	)		(5,404	)		(5,445	)		(5,000	)
Above/below-market rent revenue amortization		(1,682	)		(1,745	)		(2,354	)		(1,733	)		(1,668	)
Corporate capital expenditures		(614	)		(463	)		(498	)		(231	)		—
Tenant improvements - second generation		(8,734	)		(10,513	)		(9,028	)		(7,963	)		(10,069	)
Building improvements - second generation		(4,931	)		(6,296	)		(4,840	)		(8,624	)		(2,279	)
Leasing commissions - second generation		(2,651	)		(3,016	)		(1,869	)		(2,845	)		(2,576	)

Core FAD	$	54,650		$	48,235		$	41,179		$	68,142		$	59,205

Reconciliation of Net Income to EBITDA
Net income	$	26,784		$	18,930		$	9,856		$	39,781		$	29,230
Interest expense		19,426			20,597			20,689			20,849			20,658
Income tax expense (benefit)		1,338			611			(730	)		1,312			2,135
Depreciation and amortization		44,260			44,821			46,098			46,682			42,475

EBITDA	$	91,808		$	84,959		$	75,913		$	108,624		$	94,498

Page 19

LOGO

Third Quarter 2019

Debt Summary

(unaudited and dollars in thousands)


	September 30, 2019								June 30, 2019
				Weighted Average								Weighted Average
				Interest			Maturity					Interest			Maturity
Debt Summary	Balance			Rate			(Years)		Balance			Rate			(Years)
Fixed rate mortgage debt	$	611,783			4.10	%		9.3	$	612,735			4.10	%		9.5
Senior unsecured notes		800,000			4.19	%		9.8		1,050,000			3.82	%		7.7
Unsecured term loan facility ⁽¹⁾		265,000			3.35	%		2.9		265,000			3.35	%		3.2

Total fixed rate debt		1,676,783			4.03	%		8.5		1,927,735			3.84	%		7.6
Unsecured revolving credit facility		—			—			1.9		—			—			2.2

Total variable rate debt ⁽²⁾		—			—			1.9		—			—			2.2

Total debt		1,676,783			4.03	%		8.5		1,927,735			3.84	%		7.6

Discount		—								(312	)
Deferred financing costs, net		(7,606	)							(8,018	)

Total	$	1,669,177							$	1,919,405

Note:

(1)	LIBOR is fixed at 2.1485% under a variable to fixed interest rate swap agreement.

(2)	In July 2018 the Company entered into a $250 million forward starting interest rate swap agreement, which fixed three month LIBOR at 2.958% for the first $250 million of its next financing.


			Outstanding at
			September 30,		Letters		Available
Available Capacity	Facility		2019		of Credit		Capacity
Unsecured revolving credit facility ⁽¹⁾	$	1,100,000	$	—	$	—	$	1,100,000


				Current			In
Covenant Summary	Required			Quarter			Compliance
Maximum Total Leverage⁽²⁾		< 60	%		26.7	%	Yes
Maximum Secured Debt		< 40	%		9.6	%	Yes
Minimum Fixed Charge Coverage		> 1.50	x		4.1	x	Yes
Minimum Unencumbered Interest Coverage		> 1.75	x		6.3	x	Yes
Maximum Unsecured Leverage		< 60	%		20.1	%	Yes
Minimum Tangible Net Worth	$	1,252,954		$	1,833,218		Yes

Notes:

(1)

The unsecured revolving credit and term loan facility has an accordion feature allowing for an increase in maximum aggregate principal balance to $1.75 billion under certain circumstances. This unsecured revolving credit facility matures in August 2021 with two additional six-month extension options.

(2)	Represents the ratio of total indebtedness to total asset value as defined and determined in accordance with the credit facility agreement.

Page 20

LOGO

Third Quarter 2019

Debt Detail

(unaudited and dollars in thousands)


	Stated Interest Rate (%)			Current Interest Rate (%)			Principal Balance			Maturity Date		Amortization
Fixed rate mortgage debt:
Metro Center		3.59	%		3.59	%	$	90,205			11/5/2024	30 years
10 Union Square		3.70	%		3.70	%		50,000			4/1/2026	Interest only
1542 Third Avenue		4.29	%		4.29	%		30,000			5/1/2027	Interest only
First Stamford Place ⁽¹⁾		4.28	%		4.28	%		180,000			7/1/2027	5 years interest only; 30 years thereafter
1010 Third Avenue and 77 West 55th Street		4.01	%		4.01	%		38,440			1/5/2028	30 years
10 Bank Street		4.23	%		4.23	%		33,138			6/1/2032	25 years
383 Main Avenue		4.44	%		4.44	%		30,000			6/30/2032	5 years interest only; 30 years thereafter
1333 Broadway		4.21	%		4.21	%		160,000			2/5/2033	Interest only

Total mortgage debt								611,783
Unsecured revolving credit facility		LIBOR plus 1.10	%		3.12	%		—			8/29/2021	Interest only
Unsecured term loan facility ⁽²⁾		LIBOR plus 1.20	%		3.35	%		265,000			8/29/2022	Interest only
Senior unsecured notes:
Series A		3.93	%		3.93	%		100,000			3/27/2025	Interest only
Series B		4.09	%		4.09	%		125,000			3/27/2027	Interest only
Series C		4.18	%		4.18	%		125,000			3/27/2030	Interest only
Series D		4.08	%		4.08	%		115,000			1/22/2028	Interest only
Series E		4.26	%		4.26	%		160,000			3/22/2030	Interest only
Series F		4.44	%		4.44	%		175,000			3/22/2033	Interest only

Total / weighted average debt					4.03	%		1,676,783

Deferred financing costs, net								(7,606	)

Total ⁽³⁾							$	1,669,177

Notes:

(1)	Represents a $164 million mortgage loan bearing interest at 4.09% and a $16 million loan bearing interest at 6.25%.

(2)	LIBOR is fixed at 2.1485% under a variable to fixed interest rate swap agreement.

(3)	Capitalized interest was $0.4 million for the three months ended September 30, 2019.

Page 21

LOGO

Third Quarter 2019

Debt Maturities and Ground Lease Commitments

(unaudited and dollars in thousands)


Year	Amortization		Maturities ⁽¹⁾		Total			Percentage of Total Debt			Weighted Average Interest Rate of Maturing Debt
2019	$	961	$	—	$	961			0.1	%		n/a
2020		3,938		—		3,938			0.2	%		n/a
2021		4,090		—		4,090			0.2	%		n/a
2022		5,628		265,000		270,628			16.1	%		3.35	%
2023		7,876		—		7,876			0.5	%		n/a
Thereafter		33,868		1,355,422		1,389,290			82.9	%		4.15	%

Total debt	$	56,361	$	1,620,422		1,676,783			100.0	%		4.03	%

Deferred financing costs, net						(7,606	)

Total					$	1,669,177

Note:

(1)	Assumes no extension options are exercised.

Debt Maturity Profile

LOGO

Ground Lease Commitments ⁽¹⁾


Year	1350 Broadway ⁽²⁾		1400 Broadway ⁽³⁾		111 West 33rd Street ⁽⁴⁾		Total
2019	$	27	$	169	$	184	$	380
2020		108		675		735		1,518
2021		108		675		735		1,518
2022		108		675		735		1,518
2023		108		675		735		1,518
Thereafter		2,037		27,000		39,261		68,298

	$	2,496	$	29,869	$	42,385	$	74,750

Notes:

(1)	There are no fair value market resets, no step-ups, and no escalations in the three ground lease commitments.

(2)	Expires July 31, 2050 with a remaining term, including unilateral extension rights available to the Company, of approximately 31 years.

(3)	Expires December 31, 2063 with a remaining term, including unilateral extension rights available to the Company, of approximately 44 years.

(4)	Expires May 31, 2077 with a remaining term, including unilateral extension rights available to the Company, of approximately 58 years.

Page 22

Third Quarter 2019

Supplemental Definitions

Funds From Operations (“FFO”)

We compute FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment writedowns of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of its performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

Modified Funds From Operations (“Modified FFO”)

Modified FFO adds back an adjustment for any above or below-market ground lease amortization to traditionally defined FFO. We consider this a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we consider it an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds From Operations (“Core FFO”)

Core FFO adds back to Modified FFO the following items: deferred tax asset write-off, loss on early extinguishment of debt and acquisition expenses. The Company presents Core FFO because it considers it an important supplemental measure of its operating performance in that it excludes non-recurring items. There can be no assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.

Core Funds Available for Distribution (“Core FAD”)

In addition to Core FFO, we present Core FAD by (i) adding to Core FFO non-real estate depreciation and amortization, the amortization of deferred financing costs, amortization of debt discounts and non-cash compensation expenses and (ii) deducting straight line rent, recurring second generation leasing commissions, tenant improvements, prebuilts, capital expenditures, furniture, fixtures & equipment, amortization of debt premiums and above/below market rent revenue. Core FAD is presented solely as a supplemental disclosure that we believe provides useful information regarding our ability to fund our dividends. Core FAD does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FAD is not indicative of cash available to fund ongoing cash needs., including the ability to make cash distributions. There can be no assurance that Core FAD presented by us is comparable to similarly titled measures of other REITs.

Net Operating Income (NOI)

NOI is a non-GAAP financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by; (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt and loss from derivative financial instruments or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from net operating income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office or retail properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed, purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue, generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs. However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness. NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not-be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.

EBITDA

We compute EBITDA as net income plus interest expense, income taxes and depreciation. We present EBITDA because we believe that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of its ability to incur and service debt. EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of its liquidity.

Page 23

Cover Page	Oct. 23, 2019
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001541401
Document Type	8-K
Document Period End Date	Oct. 23, 2019
Entity Registrant Name	EMPIRE STATE REALTY TRUST, INC.
Entity Incorporation State Country Code	MD
Entity File Number	001-36105
Entity Tax Identification Number	37-1645259
Entity Address, Address Line One	111 West 33rd Street
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10120
City Area Code	212
Local Phone Number	687-8700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
EMPIRE STATE REALTY OP, L.P. [Member]
Document Information [Line Items]
Entity Registrant Name	EMPIRE STATE REALTY OP, L.P.
Entity Incorporation State Country Code	DE
Entity File Number	001-36106
Entity Tax Identification Number	45-4685158
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.01 per share
Trading Symbol	ESRT
Security Exchange Name	NYSE
Series Es Operating Partnership Units [Member] \| EMPIRE STATE REALTY OP, L.P. [Member]
Document Information [Line Items]
Security 12b Title	Series ES Operating Partnership Units
Trading Symbol	ESBA
Security Exchange Name	NYSEArca
Series 60 Operating Partnership Units [Member] \| EMPIRE STATE REALTY OP, L.P. [Member]
Document Information [Line Items]
Security 12b Title	Series 60 Operating Partnership Units
Trading Symbol	OGCP
Security Exchange Name	NYSEArca
Series 250 Operating Partnership Units [Member] \| EMPIRE STATE REALTY OP, L.P. [Member]
Document Information [Line Items]
Security 12b Title	Series 250 Operating Partnership Units
Trading Symbol	FISK
Security Exchange Name	NYSEArca