Empire State Realty Trust, Inc. - FORM 8-K - EX-99.2

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EX-99.1 - EX-99.1 - Empire State Realty Trust, Inc.	d284704dex991.htm
8-K - FORM 8-K - Empire State Realty Trust, Inc.	d284704d8k.htm

Exhibit 99.2

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EMPIRE STATE REALTY TRUST

Supplemental Operating and Financial Data

For the Quarter Ended September 30, 2016

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Third Quarter 2016


*Table of Contents*	*Page*
*Summary*
Company Profile		3
Financial Highlights		4
*Selected Property Data*
Property Summary		5
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
Net Operating Income		20
Consolidated Debt Analysis
Debt Summary		21
Debt Detail		22
Debt Maturities		23
Ground Leases		23
Supplemental Definitions		24

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 the litigations and arbitration involving our company; reduced demand for office or retail space; 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; bankruptcy or 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 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; and our ability to comply with the laws, rules and regulations applicable to companies and, in particular, public companies. 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, 2015 and other risks described in documents we subsequently file from time to time with the Securities and Exchange Commission.

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Third Quarter 2016

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
Alice M. Connell		Director, Chair of Finance Committee
Thomas J. DeRosa		Director
Steven J. Gilbert		Director, Lead Director
S. Michael Giliberto		Director, Chair of Audit Committee
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 and Director of Leasing and Operations
David A. Karp		Executive Vice President and Chief Financial Officer
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	David A. Karp	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
Capital One Securities, Inc.	Thomas Lesnick	(571) 633-8191	thomas.lesnick@capitalone.com
Goldman Sachs & Co.	Brad Burke	(917) 343-2082	brad.burke@gs.com
Green Street Advisors	Jed Reagan	(949) 640-8780	jreagan@greenstreetadvisors.com
KeyBanc Capital Markets	Craig Mailman	(917) 368-2316	cmailman@key.com
Stifel Nicolaus	John Guinee	(443) 224-1307	jwguinee@stifel.com
Wells Fargo Securities, LLC	Blaine Heck	(443) 263-6529	blaine.heck@wellsfargo.com

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Third Quarter 2016

Financial Highlights

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


	Three Months Ended
Selected Items:	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Revenue	$	175,848		$	165,815		$	157,074		$	165,200		$	175,779
Net income	$	32,897		$	24,640		$	16,705		$	19,370		$	26,085
EBITDA ⁽¹⁾	$	90,959		$	82,506		$	73,205		$	82,254		$	90,471
Cash net operating income ⁽¹⁾	$	93,715		$	89,542		$	76,459		$	83,066		$	89,490
Core funds from operations (“Core FFO”) ⁽¹⁾	$	71,938		$	64,750		$	58,154		$	66,179		$	70,573
Core funds available for distribution (“Core FAD”) ⁽¹⁾	$	59,712		$	49,798		$	48,141		$	52,552		$	59,197
Core FFO per share - diluted	$	0.26		$	0.24		$	0.22		$	0.25		$	0.27
Dividends declared and paid per share	$	0.105		$	0.105		$	0.085		$	0.085		$	0.085

Portfolio Statistics:
Number of properties		20			20			20			20			20
Total rentable square footage		10,125,119			10,077,905			10,080,601			10,063,752			10,087,018
Percent occupied ⁽²⁾		87.9	%		86.6	%		88.2	%		87.3	%		87.4	%
Percent leased ⁽³⁾		90.3	%		89.4	%		89.8	%		89.1	%		90.0	%

Observatory Metrics:
Number of visitors		1,340,000			1,124,000			719,000			949,000			1,327,000
Change in visitors year over year		1.0	%		-3.5	%		15.6	%		-4.8	%		-5.5	%
Observatory revenues	$	38,093		$	31,838		$	21,181		$	27,647		$	35,702
Change in revenues year over year		6.7	%		4.0	%		16.5	%		-1.8	%		0.1	%

Ratios:
Consolidated Debt to Total Market Capitalization ⁽⁴⁾		20.5	%		24.5	%		25.6	%		25.1	%		26.2	%
Consolidated Net Debt to Total Market Capitalization ⁽⁴⁾		14.0	%		24.1	%		25.0	%		24.6	%		25.7	%
Consolidated Debt and Perpetual Preferred Units to Total Market Capitalization ⁽⁴⁾		20.8	%		24.9	%		26.0	%		25.5	%		26.6	%
Consolidated Net Debt and Perpetual Preferred Units to Total Market Capitalization ⁽⁴⁾		14.4	%		24.5	%		25.5	%		25.0	%		26.1	%
Consolidated Debt to EBITDA ⁽⁵⁾		4.9x			5.1x			4.9x			5.1x			5.1x
Consolidated Net Debt to EBITDA ⁽⁵⁾		3.1x			5.0x			4.8x			4.9x			5.0x
Interest Coverage Ratio		5.7x			5.5x			4.7x			5.3x			5.4x
Core FFO Payout Ratio ⁽⁶⁾		44	%		44	%		40	%		34	%		32	%
Core FAD Payout Ratio ⁽⁷⁾		53	%		57	%		48	%		43	%		38	%

Class A common stock price at quarter end	$	20.95		$	18.99		$	17.53		$	18.07		$	17.03
Average closing price	$	20.67		$	18.76		$	16.51		$	17.95		$	17.19
Dividends per share - annualized	$	0.42		$	0.42		$	0.34		$	0.34		$	0.34
Dividend yield ⁽⁸⁾		2.0	%		2.2	%		1.9	%		1.9	%		2.0	%
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		153,828,060			122,781,134			120,639,410			118,903,312			116,823,306
Class B common stock		1,097,584			1,100,089			1,107,290			1,120,067			1,130,728
Operating partnership units		144,173,889			145,607,456			147,692,115			147,550,632			149,625,374

Total common stock and operating partnership units outstanding		299,099,533			269,488,679			269,438,815			267,574,011			267,579,408

Notes:

(1)	Represents non-GAAP financial measures. For a discussion on what these metrics represent and why the Company presents them, see page 24 and for a reconciliation of these metrics to net income, see pages 19 and 20.

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

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

(4)

Market capitalization represents the sum of (i) Company’s common stock per share price as of September 30, 2016 multiplied by the total outstanding number of shares of common stock and operating partnership units as of September 30, 2016; (ii) the number of perpetual preferred units at September 30, 2016 multiplied by $16.62 and (iii) our outstanding indebtedness or net indebtedness as of September 30, 2016.

(5)	Calculated based on trailing 12 months EBITDA.

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

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

(8)	Based on the closing price per share of Class A common stock on September 30, 2016.

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Third Quarter 2016

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended September 30, 2016
				Manhattan			Greater New York			Standalone
	Total			Office			Office			Retail
	Portfolio			Portfolio⁽¹⁾			Portfolio			Portfolio			Observatory

Number of properties		20			9			5			6
Square feet		10,125,119			8,055,809			1,864,858			204,452
Occupancy ⁽²⁾		87.9	%		86.3	%		93.4	%		99.4	%

Revenue	$	175,444		$	113,451		$	19,225		$	4,675		$	38,093
Operating expenses		(72,857	)		(55,612	)		(8,279	)		(1,716	)		(7,250	)

Net operating income		102,587			57,839			10,946			2,959			30,843
Straight-line rent		(9,619	)		(9,914	)		271			24			—
Above/below-market lease amortization		(1,210	)		(1,210	)		—			—			—
Below-market ground lease amortization		1,957			1,957			—			—			—

Cash net operating income	$	93,715		$	48,672		$	11,217		$	2,983		$	30,843


Leasing activity
Total leases executed		51			40			8			3
Total square footage executed		348,770			283,199			59,812			5,759
Average rent psf - leases executed	$	57.61		$	59.16		$	33.44		$	211.43
Previously escalated rents psf	$	44.24		$	42.27		$	34.14		$	237.87
Percentage of new rent over previously escalated rents		30.2	%		40.0	%		-2.0	%		-11.1	%
Weighted average lease term		9.6 years

Leasing commission costs per square foot	$	20.24		$	22.83		$	8.76		$	12.01
Tenant improvement costs per square foot		70.31			79.77			31.63			6.95

Total LC and TI per square foot ⁽³⁾	$	90.55		$	102.60		$	40.39		$	18.96


Total Portfolio	Office			Retail			Total
Total square footage executed		324,396			24,374			348,770
Average rent psf - leases executed	$	54.12		$	99.07		$	57.61
Previously escalated rents psf	$	38.23		$	122.27		$	44.24
Percentage of new rent over previously escalated rents		41.6	%		-19.0	%		30.2	%

Manhattan Office Portfolio	Office			Retail			Total
Total square footage executed		264,584			18,615			283,199
Average rent psf - leases executed	$	58.80		$	64.30		$	59.16
Previously escalated rents psf	$	39.15		$	86.51		$	42.27
Percentage of new rent over previously escalated rents		50.2	%		-25.7	%		40.0	%

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Third Quarter 2016

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended June 30, 2016
				Manhattan			Greater New York			Standalone
	Total			Office			Office			Retail
	Portfolio			Portfolio ⁽¹⁾			Portfolio			Portfolio			Observatory

Number of properties		20			9			5			6
Square feet		10,077,905			8,009,636			1,863,817			204,452
Occupancy ⁽²⁾		86.6	%		84.5	%		94.6	%		99.4	%

Revenue	$	165,392		$	108,962		$	20,126		$	4,466		$	31,838
Operating expenses		(70,168	)		(53,429	)		(8,304	)		(1,540	)		(6,895	)

Net operating income		95,224			55,533			11,822			2,926			24,943
Straight-line rent		(6,796	)		(6,869	)		(5	)		78			—
Above/below-market lease amortization		(844	)		(844	)		—			—			—
Below-market ground lease amortization		1,958			1,958			—			—			—

Cash net operating income	$	89,542		$	49,778		$	11,817		$	3,004		$	24,943


Leasing activity
Total leases executed		45			39			5			1
Total square footage executed		176,533			156,745			18,604			1,184
Average rent psf - leases executed	$	59.09		$	59.72		$	33.73		$	375.00
Previously escalated rents psf	$	42.39		$	41.25		$	39.40		$	240.63
Percentage of new rent over previously escalated rents		39.4	%		44.8	%		-14.4	%		55.8	%
Weighted average lease term		7.9 years

Leasing commission costs per square foot	$	17.00		$	17.73		$	3.95		$	124.35
Tenant improvement costs per square foot		55.67			60.29			20.29			—

Total LC and TI per square foot ⁽³⁾	$	72.67		$	78.02		$	24.24		$	124.35


Total Portfolio	Office			Retail			Total
Total square footage executed		175,349			1,184			176,533
Average rent psf - leases executed	$	56.96		$	375.00		$	59.09
Previously escalated rents psf	$	41.05		$	240.63		$	42.39
Percentage of new rent over previously escalated rents		38.8	%		55.8	%		39.4	%

Manhattan Office Portfolio	Office			Retail			Total
Total square footage executed		156,745			—			156,745
Average rent psf - leases executed	$	59.72		$	—		$	59.72
Previously escalated rents psf	$	41.25		$	—		$	41.25
Percentage of new rent over previously escalated rents		44.8	%		—			44.8	%

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Third Quarter 2016

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended March 31, 2016
				Manhattan			Greater New York			Standalone
	Total			Office			Office			Retail
	Portfolio			Portfolio ⁽¹⁾			Portfolio			Portfolio			Observatory

Number of properties		20			9			5			6
Square feet		10,080,601			8,013,014			1,863,135			204,452
Occupancy ⁽²⁾		88.2	%		86.5	%		94.5	%		99.4	%

Revenue	$	156,529		$	110,730		$	19,954		$	4,664		$	21,181
Operating expenses		(72,717	)		(55,260	)		(8,048	)		(1,654	)		(7,755	)

Net operating income		83,812			55,470			11,906			3,010			13,426
Straight-line rent		(5,080	)		(5,278	)		202			(4	)		—
Above/below-market lease amortization		(4,231	)		(4,231	)		—			—			—
Below-market ground lease amortization		1,958			1,958			—			—			—

Cash net operating income	$	76,459		$	47,919		$	12,108		$	3,006		$	13,426


Leasing activity
Total leases executed		47			36			11			—
Total square footage executed		255,723			196,693			59,030			—
Average rent psf - leases executed	$	61.63		$	69.73		$	30.00		$	—
Previously escalated rents psf	$	43.12		$	45.18		$	35.06		$	—
Percentage of new rent over previously escalated rents		42.9	%		54.3	%		-14.4	%		—
Weighted average lease term		10.4 years

Leasing commission costs per square foot	$	20.60		$	25.17		$	5.39		$	—
Tenant improvement costs per square foot		58.14			68.73			22.88			—

Total LC and TI per square foot ⁽³⁾	$	78.74		$	93.90		$	28.27		$	—


Total Portfolio	Office			Retail			Total
Total square footage executed		242,098			13,625			255,723
Average rent psf - leases executed	$	52.29		$	207.39		$	61.63
Previously escalated rents psf	$	39.66		$	99.48		$	43.12
Percentage of new rent over previously escalated rents		31.9	%		108.5	%		42.9	%

Manhattan Office Portfolio	Office			Retail			Total
Total square footage executed		183,068			13,625			196,693
Average rent psf - leases executed	$	59.48		$	207.39		$	69.73
Previously escalated rents psf	$	41.14		$	99.48		$	45.18
Percentage of new rent over previously escalated rents		44.6	%		108.5	%		54.3	%

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Third Quarter 2016

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended December 31, 2015
				Manhattan			Greater New York			Standalone
	Total			Office			Office			Retail
	Portfolio			Portfolio ⁽¹⁾			Portfolio			Portfolio			Observatory

Number of properties		20			9			5			6
Square feet		10,063,752			7,998,804			1,860,496			204,452
Occupancy ⁽²⁾		87.3	%		85.4	%		93.9	%		100.0	%

Revenue	$	164,725		$	112,958		$	19,234		$	4,886		$	27,647
Operating expenses		(73,034	)		(54,263	)		(8,350	)		(1,638	)		(8,783	)

Net operating income		91,691			58,695			10,884			3,248			18,864
Straight-line rent		(5,892	)		(5,934	)		(23	)		65			—
Above/below-market lease amortization		(4,691	)		(4,691	)		—			—			—
Below-market ground lease amortization		1,958			1,958			—			—			—

Cash net operating income	$	83,066		$	50,028		$	10,861		$	3,313		$	18,864


Leasing activity
Total leases executed		39			36			3			—	⁽⁴⁾
Total square footage executed		198,216			174,169			24,047			—
Average rent psf - leases executed	$	50.60		$	53.66		$	25.05		$	—
Previously escalated rents psf	$	37.75		$	39.25		$	26.43		$	—
Percentage of new rent over previously escalated rents		34.0	%		36.7	%		-5.2	%		—

Leasing commission costs per square foot	$	14.82		$	15.98		$	6.41		$	—
Tenant improvement costs per square foot		47.66			50.52			26.94			—

Total LC and TI per square foot ⁽³⁾	$	62.48		$	66.50		$	33.35		$	—


Total Portfolio	Office			Retail		Total
Total square footage executed		198,216			—		198,216
Average rent psf - leases executed	$	50.60		$	—	$	50.60
Previously escalated rents psf	$	37.75		$	—	$	37.75
Percentage of new rent over previously escalated rents		34.0	%		—		34.0	%

Manhattan Office Portfolio	Office			Retail		Total
Total square footage executed		174,169			—		174,169
Average rent psf - leases executed	$	53.66		$	—	$	53.66
Previously escalated rents psf	$	39.25		$	—	$	39.25
Percentage of new rent over previously escalated rents		36.7	%		—		36.7	%

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Third Quarter 2016

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended September 30, 2015
				Manhattan			Greater New York			Standalone
	Total			Office			Office			Retail
	Portfolio			Portfolio ⁽¹⁾			Portfolio			Portfolio			Observatory

Number of properties		20			9			5			6
Square feet		10,087,018			8,021,017			1,861,549			204,452
Occupancy ⁽²⁾		87.4	%		85.7	%		93.6	%		100.0	%

Revenue	$	172,661		$	112,633		$	19,426		$	4,900		$	35,702
Operating expenses		(74,892	)		(57,178	)		(8,345	)		(1,473	)		(7,896	)

Net operating income		97,769			55,455			11,081			3,427			27,806
Straight-line rent		(5,441	)		(5,608	)		97			70			—
Above/below-market lease amortization		(4,795	)		(4,795	)		—			—			—
Below-market ground lease amortization		1,957			1,957			—			—			—

Cash net operating income	$	89,490		$	47,009		$	11,178		$	3,497		$	27,806


Leasing activity
Total leases executed		67			55			12			—
Total square footage executed		338,477			286,746			51,731			—
Average rent psf - leases executed	$	53.55		$	57.08		$	33.96		$	—
Previously escalated rents psf	$	39.82		$	40.91		$	33.75		$	—
Percentage of new rent over previously escalated rents		34.5	%		39.5	%		0.6	%		—

Leasing commission costs per square foot	$	14.57		$	16.08		$	6.24		$	—
Tenant improvement costs per square foot		55.16			59.29			32.30			—

Total LC and TI per square foot ⁽³⁾	$	69.73		$	75.37		$	38.54		$	—


Total Portfolio	Office			Retail			Total
Total square footage executed		335,904			2,573			338,477
Average rent psf - leases executed	$	51.89		$	269.80		$	53.55
Previously escalated rents psf	$	39.06		$	138.63		$	39.82
Percentage of new rent over previously escalated rents		32.9	%		94.6	%		34.5	%

Manhattan Office Portfolio	Office			Retail			Total
Total square footage executed		284,173			2,573			286,746
Average rent psf - leases executed	$	55.15		$	269.80		$	57.08
Previously escalated rents psf	$	40.02		$	138.63		$	40.91
Percentage of new rent over previously escalated rents		37.8	%		94.6	%		39.5	%

Notes:

⁽¹⁾	Includes 502,429 rentable square feet of retail space in the Company’s nine Manhattan office properties.

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

⁽³⁾	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.

⁽⁴⁾	Excludes a standalone retail tenant that exercised a below-market renewal option contained within its lease for 48,377 square feet.

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Third Quarter 2016

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		2,706,003		90.8	%	$	129,791,659	$	52.81		180
One Grand Central Place	Grand Central		1,240,233		81.8	%		54,279,077		53.52		235
1400 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		905,248		90.8	%		37,488,039		45.63		45
111 West 33rd Street ⁽⁹⁾	Penn Station -Times Sq. South		632,856		65.4	%		20,446,748		49.41		20
250 West 57th Street	Columbus Circle - West Side		488,731		76.4	%		20,487,488		54.90		98
501 Seventh Avenue	Penn Station -Times Sq. South		458,923		98.8	%		19,222,535		42.41		38
1359 Broadway	Penn Station -Times Sq. South		455,260		91.6	%		20,710,088		49.65		33
1350 Broadway ⁽¹⁰⁾	Penn Station -Times Sq. South		373,602		81.5	%		16,217,369		53.29		59
1333 Broadway	Penn Station -Times Sq. South		292,524		98.8	%		13,726,666		47.50		9

*Manhattan Office Properties - Office*			7,553,380		86.6	%		332,369,670		50.79		717

*Manhattan Office Properties - Retail*
The Empire State Building ⁽⁷⁾	Penn Station -Times Sq. South		116,713		74.0	%		13,691,607		158.45		15
One Grand Central Place	Grand Central		67,581		99.0	%		7,366,859		110.15		15
1400 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		22,440		66.6	%		1,656,114		110.76		9
112 West 34th Street ⁽⁹⁾	Penn Station -Times Sq. South		87,152		54.1	%		18,082,533		383.81		3
250 West 57th Street	Columbus Circle - West Side		48,962		100.0	%		8,019,575		163.79		8
501 Seventh Avenue	Penn Station -Times Sq. South		35,331		96.8	%		1,932,095		56.47		9
1359 Broadway	Penn Station -Times Sq. South		27,243		49.2	%		1,556,506		116.03		5
1350 Broadway ⁽¹⁰⁾	Penn Station -Times Sq. South		31,774		100.0	%		6,712,582		211.26		6
1333 Broadway	Penn Station -Times Sq. South		65,233		97.2	%		7,598,667		119.86		3

*Manhattan Office Properties - Retail*			502,429		81.0	%		66,616,537		163.63		73

*Sub-Total/Weighted Average*
*Manhattan Office Properties - Office and Retail*			8,055,809		86.3	%		398,986,207		57.40		790


*Greater New York Metropolitan Area*
*Office Properties*
First Stamford Place ⁽¹¹⁾	Stamford, CT		795,770		96.1	%		32,213,774		42.11		58
Metro Center	Stamford, CT		282,091		96.8	%		15,221,910		55.73		30
383 Main Avenue	Norwalk, CT		262,288		91.0	%		7,419,033		31.07		24
500 Mamaroneck Avenue	Harrison, NY		294,412		89.4	%		7,540,377		28.64		32
10 Bank Street	White Plains, NY		230,297		87.5	%		7,216,694		35.82		30

*Sub-Total/Weighted Average Greater New York*
*Metropolitan Area Office Properties*			1,864,858		93.4	%		69,611,787		39.97		174


*Standalone Retail Properties*
10 Union Square	Union Square		58,005		98.0	%		6,322,723		111.27		12
1542 Third Avenue	Upper East Side		56,250		100.0	%		3,476,005		61.80		4
1010 Third Avenue	Upper East Side		44,662		100.0	%		3,547,713		79.43		2
77 West 55th Street	Midtown		24,102		100.0	%		2,605,894		108.12		3
69-97 Main Street	Westport, CT		17,103		100.0	%		2,196,199		128.41		5
103-107 Main Street	Westport, CT		4,330		100.0	%		726,195		167.71		1

*Sub-Total/Weighted Average Standalone*
*Retail Properties*			204,452		99.4	%		18,874,729		92.86		27


*Portfolio Total*			10,125,119		87.9	%	$	487,472,723	$	54.79		991


*Total/Weighted Average Office Properties*			9,418,238		88.0	%	$	401,981,457	$	48.51		891
*Total/Weighted Average Retail Properties*			706,881		86.3	%		85,491,266		140.06		100

*Portfolio Total*			10,125,119		87.9	%	$	487,472,723	$	54.79		991

Notes:

(1)	Excludes (i) 151,000 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, 2016.

(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, 2016 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 86,902 rentable square feet of space leased by the Company’s broadcasting tenants.

(7)	Includes 5,300 rentable square feet of space leased by WDGF 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 47 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 61 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 34 years (expiring July 31, 2050).

(11)	First Stamford Place consists of three buildings.

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Third Quarter 2016

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		—		985,319		9.7	%	$	—		0.0	%	$	—
Signed leases not commenced		20		243,475		2.4	%		—		0.0	%		—
2016		52		175,090		1.7	%		8,681,133		1.8	%		49.58
2017		169		675,157		6.7	%		34,117,088		7.0	%		50.53
2018		165		818,951		8.1	%		41,403,523		8.5	%		50.56
2019		125		729,579		7.2	%		36,809,591		7.6	%		50.45
2020		139		1,002,850		9.9	%		52,072,311		10.7	%		51.92
2021		91		738,508		7.3	%		39,580,795		8.1	%		53.60
2022		52		539,655		5.3	%		29,499,974		6.1	%		54.66
2023		48		533,325		5.3	%		29,327,199		6.0	%		54.99
2024		34		445,239		4.4	%		25,139,113		5.2	%		56.46
2025		38		288,693		2.9	%		22,725,737		4.7	%		78.72
Thereafter		77		2,949,278		29.1	%		168,116,259		34.5	%		57.00

Total		1,010		10,125,119		100.0	%	$	487,472,723		100.0	%	$	54.79

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) 151,000 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.

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Third Quarter 2016

Tenant Lease Expirations

(unaudited)


*Manhattan Office Properties ⁽¹⁾*	Number of Leases Expiring ⁽²⁾		Rentable Square Feet Expiring ⁽³⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽⁴⁾		Percent of Annualized Rent			Annualized Rent Per Rentable Square Foot
Available		—		794,333		10.5	%	$	—		0.0	%	$	—
Signed leases not commenced		16		214,763		2.8	%		—		0.0	%		—
2016		42		155,944		2.1	%		7,877,911		2.4	%		50.52
2017		142		489,542		6.5	%		24,059,295		7.2	%		49.15
2018		126		560,419		7.4	%		29,993,190		9.0	%		53.52
2019		93		446,235		5.9	%		22,184,452		6.7	%		49.71
2020		100		702,527		9.3	%		36,281,746		10.9	%		51.64
2021		54		483,596		6.4	%		25,155,899		7.6	%		52.02
2022		33		243,646		3.2	%		13,656,929		4.1	%		56.05
2023		37		396,790		5.3	%		19,844,116		6.0	%		50.01
2024		18		263,376		3.5	%		12,701,439		3.8	%		48.23
2025		21		171,230		2.3	%		9,507,900		2.9	%		55.53
Thereafter		51		2,630,979		34.8	%		131,106,793		39.4	%		49.83

Total Manhattan office properties		733		7,553,380		100.0	%		332,369,670		100.0	%		50.79


*Greater New York Metropolitan Area Office Properties*
Available		—		108,323		5.8	%		—		0.0	%		—
Signed leases not commenced		3		14,884		0.8	%		—		0.0	%		—
2016		4		17,205		0.9	%		545,098		0.8	%		31.68
2017		21		139,166		7.5	%		5,799,691		8.3	%		41.67
2018		32		237,427		12.7	%		8,899,851		12.8	%		37.48
2019		22		248,932		13.3	%		9,501,759		13.6	%		38.17
2020		28		242,866		13.0	%		10,114,073		14.5	%		41.64
2021		31		225,410		12.1	%		9,684,189		13.9	%		42.96
2022		10		203,241		10.9	%		7,729,231		11.1	%		38.03
2023		6		118,242		6.3	%		5,259,203		7.6	%		44.48
2024		3		149,541		8.0	%		6,638,480		9.5	%		44.39
2025		10		83,805		4.5	%		2,954,140		4.2	%		35.25
Thereafter		6		75,816		4.2	%		2,486,072		3.6	%		32.79

Total greater New York metropolitan area office properties		176		1,864,858		100.0	%		69,611,787		100.0	%		39.97


*Retail Properties*
Available		—		82,663		11.7	%		—		0.0	%		—
Signed leases not commenced		1		13,828		2.0	%		—		0.0	%		—
2016		6		1,941		0.3	%		258,124		0.3	%		132.99
2017		6		46,449		6.6	%		4,258,102		5.0	%		91.67
2018		7		21,105		3.0	%		2,510,482		2.9	%		118.95
2019		10		34,412		4.9	%		5,123,380		6.0	%		148.88
2020		11		57,457		8.1	%		5,676,492		6.6	%		98.80
2021		6		29,502		4.2	%		4,740,707		5.5	%		160.69
2022		9		92,768		13.1	%		8,113,814		9.5	%		87.46
2023		5		18,293		2.6	%		4,223,880		4.9	%		230.90
2024		13		32,322		4.6	%		5,799,194		6.8	%		179.42
2025		7		33,658		4.8	%		10,263,697		12.0	%		304.94
Thereafter		20		242,483		34.1	%		34,523,394		40.4	%		142.37

Total retail properties		101		706,881		100.0	%		85,491,266		100.0	%		140.06


Total portfolio lease expirations		1,010		10,125,119		100.0	%	$	487,472,723		100.0	%	$	54.79

Notes:

(1)	Excludes (i) retail space in the Company’s Manhattan office properties and (ii) the Empire State Building 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 (i) 151,000 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.

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

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Third Quarter 2016

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		—		208,460		7.7	%	$	—		0.0	%	$	—
Signed leases not commenced		4		39,700		1.5	%		—		0.0	%		—
2016		8		28,830		1.1	%		1,593,778		1.2	%		55.28
2017		25		84,687		3.1	%		4,773,489		3.7	%		56.37
2018		17		71,998		2.7	%		3,891,190		3.0	%		54.05
2019		16		65,174		2.4	%		3,286,877		2.5	%		50.43
2020		40		318,893		11.8	%		17,862,756		13.8	%		56.01
2021		17		109,598		4.1	%		6,070,627		4.7	%		55.39
2022		13		62,204		2.3	%		3,989,825		3.1	%		64.14
2023		10		61,306		2.3	%		3,343,986		2.6	%		54.55
2024		7		63,161		2.3	%		3,649,241		2.8	%		57.78
2025		6		57,285		2.1	%		3,001,864		2.3	%		52.40
Thereafter		21		1,534,707		56.6	%		78,328,026		60.3	%		51.04

Total Empire State Building office		184		2,706,003		100.0	%	$	129,791,659		100.0	%	$	52.81


*Empire State Building Broadcasting Licenses and Leases*	Annualized Base Rent ⁽⁶⁾		Annualized Expense Reimbursements		Annualized Rent ⁽⁴⁾		Percent of Annualized Rent
2016	$	18,450	$	14,645	$	33,095		0.1	%
2017		5,341,238		3,499,422		8,840,660		30.2	%
2018		5,196,936		2,680,319		7,877,255		26.9	%
2019		212,240		47,600		259,840		0.9	%
2020		2,004,144		384,299		2,388,444		8.2	%
2021		2,186,388		322,425		2,508,812		8.6	%
2022		2,100,918		307,408		2,408,326		8.2	%
2023		651,922		110,495		762,417		2.6	%
2024		44,558		42,207		86,765		0.3	%
2025		1,599,000		298,043		1,897,043		6.5	%
Thereafter		1,863,800		371,430		2,235,230		7.6	%

Total Empire State Building broadcasting licenses and leases	$	21,219,593	$	8,078,294	$	29,297,887		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 license fees for the use of the Empire State Building mast and base rent for physical space occupied by broadcasting tenants.

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Third Quarter 2016

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, 111 West 33rd	June 2017-Oct. 2028		11.0 years		676,160		6.7	%	$	31,335,048		6.4	%
2. Coty	ESB	Jan. 2030		13.3 years		312,217		3.1	%		16,020,784		3.3	%
3. LinkedIn	ESB	Feb. 2026		9.4 years		278,023		2.7	%		14,526,128		3.0	%
4. Sephora	112 West 34th Street	Jan. 2029		12.3 years		11,334		0.1	%		10,432,766		2.1	%
5. PVH Corp.	501 West 57th Street	June 2017-Oct. 2028		11.8 years		217,293		2.1	%		9,157,093		1.9	%
6. Thomson Reuters	Metro Center, First Stamford Place	Apr. 2018-Apr. 2020		2.8 years		147,208		1.5	%		7,502,455		1.5	%
7. Li & Fung	1359 Broadway	Oct. 2021-Oct. 2023		5.6 years		149,436		1.5	%		7,217,068		1.5	%
8. Federal Deposit Insurance Corporation	ESB	Feb. 2020		3.3 years		121,879		1.2	%		7,025,456		1.4	%
9. Macy’s	111 West 33rd Street	May 2030		13.7 years		131,117		1.3	%		6,625,601		1.4	%
10. Urban Outfitters	1333 Broadway	Sept. 2029		13.0 years		56,730		0.5	%		6,438,214		1.3	%
11. Footlocker	112 West 34th Street	Apr. 2031		15.0 years		34,192		0.3	%		6,214,260		1.3	%
12. Duane Reade	ESB, 1350 B’Way, 250 West 57th	Feb. 2021-Sept. 2027		8.0 years		47,541		0.5	%		6,169,339		1.3	%
13. Legg Mason	First Stamford Place	Sept. 2024		8.0 years		138,868		1.4	%		6,119,771		1.3	%
14. On Deck Capital	1400 Broadway	Oct. 2016-Dec. 2026		9.3 years		107,800		1.1	%		5,747,272		1.2	%
15. WDFG North America	ESB	Dec 2025		9.3 years		5,300		0.1	%		5,351,777		1.1	%
16. Shutterstock	ESB	Apr. 2029		12.6 years		110,236		1.1	%		4,886,141		1.0	%
17. Kohl’s	1400 Broadway	May 2029		12.6 years		113,032		1.1	%		4,806,146		1.0	%
18. HNTB Corporation	ESB	Feb. 2026		9.4 years		78,361		0.8	%		4,466,577		0.9	%
19. Aeropostale	111 West 33rd Street	Nov. 2016-Nov. 2020		2.3 years		88,760		0.9	%		4,202,301		0.9	%
20. The Interpublic Group of Companies	1400 Broadway	Jul. 2024		7.8 years		87,076		0.9	%		3,968,201		0.8	%

Total						2,912,563		28.9	%	$	168,212,398		34.6	%

Notes:

(1)	Expiration dates are per lease and do not assume exercise of renewal or extension options. None of these leases contain early termination 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, 2016.

(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)

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Page 14

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Third Quarter 2016

Capital Expenditures and Redevelopment Program

(unaudited)


	Three Months Ended
Capital expenditures	September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015
Tenant improvements - first generation	$	31,959	$	28,593	$	8,876	$	21,351	$	29,552
Tenant improvements - second generation		949		1,113		1,443		2,507		1,792
Leasing commissions - first generation		7,141		3,374		5,696		3,515		4,115
Leasing commissions - second generation		388		313		185		462		60
Building improvements - first generation		17,970		24,073		11,728		16,547		12,554
Building improvements - second generation		2,061		53		604		1,546		650

Total	$	60,468	$	57,519	$	28,532	$	45,928	$	48,723

Tenant space redevelopment by square feet ^{(1) (2)}

•

Future redevelopment (Empire State Building) - 340,000 square feet

•

Future redevelopment (other Manhattan properties) - 1,020,000 square feet

•

Redevelopment completed - 6,630,000 square feet

Inventory of vacant space⁽²⁾

•

Developed - 650,000 square feet, 78%

•

Undeveloped - 180,000 square feet, 22%

Inventory of undeveloped space⁽²⁾

•

Vacant - 180,000 square feet, 13%

•

Expires in 2016 - 110,000 square feet, 8%

•

Expires in 2017 and thereafter -1,070,000 square feet, 79%

Notes:

⁽¹⁾	These estimates are based on the Company’s current budgets (which do not include base building work in tenant spaces, tenant improvements and leasing commission costs) and are subject to change.

⁽²⁾

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.

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Third Quarter 2016

Observatory Summary

(unaudited and in thousands)


			Three Months Ended
Observatory NOI	Twelve Months to Date		September 30, 2016		June 30, 2016		March 31, 2016			December 31, 2015		September 30, 2015
Observatory revenue	$	118,759	$	38,093	$	31,838	$	21,181		$	27,647	$	35,702
Observatory expenses ⁽¹⁾		30,683		7,250		6,895		7,755			8,783		7,896

NOI		88,076		30,843		24,943		13,426			18,864		27,806
Intercompany rent expense ⁽²⁾		72,042		22,983		18,488		13,718			16,853		20,828

NOI after intercompany rent	$	16,034	$	7,860	$	6,455	$	(292	)	$	2,011	$	6,978

Note:

⁽¹⁾

For 2015 periods presented, certain Empire State Building public relations costs previously included in property operating expenses are included in observatory expenses. For the three months ended September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015, public relations costs were $471, $314, $1,012, $621 and $612, 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.

Annual Observatory Revenues 2011 to 2015

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Third Quarter 2016

Condensed Consolidated Balance Sheets

(unaudited and dollars in thousands)


	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Assets
Commercial real estate properties, at cost:
Land	$	201,196		$	201,196		$	201,196		$	201,196		$	201,196
Development costs		7,946			7,946			7,931			7,498			7,479
Building and improvements		2,196,864			2,147,050			2,089,792			2,067,636			2,036,187

		2,406,006			2,356,192			2,298,919			2,276,330			2,244,862
Less: accumulated depreciation		(532,406	)		(509,736	)		(490,427	)		(465,584	)		(445,549	)

Commercial real estate properties, net		1,873,600			1,846,456			1,808,492			1,810,746			1,799,313
Cash and cash equivalents		594,297			35,454			44,440			46,685			46,388
Restricted cash		60,752			59,141			60,165			65,880			64,899
Tenant and other receivables, net		19,569			14,521			14,828			18,782			32,406
Deferred rent receivables, net		143,578			133,955			127,148			122,048			116,208
Prepaid expenses and other assets		33,685			47,895			29,908			50,460			33,759
Deferred costs, net		287,591			292,777			304,977			310,679			324,388
Acquired below-market ground leases, net		378,018			379,976			381,934			383,891			385,849
Goodwill		491,479			491,479			491,479			491,479			491,479

Total assets	$	3,882,569		$	3,301,654		$	3,263,371		$	3,300,650		$	3,294,689


Liabilities and Equity
Mortgage notes payable, net	$	763,457		$	767,717		$	772,015		$	747,661		$	751,904
Senior unsecured notes, net		589,546			588,703			587,861			587,018			586,167
Unsecured term loan facility, net		262,830			262,735			262,640			262,545			262,457
Unsecured revolving credit facility, net		—			40,000			—			35,192			14,802
Accounts payable and accrued expenses		154,573			143,296			119,104			111,099			106,699
Acquired below-market leases, net		87,708			91,850			96,245			104,171			112,312
Deferred revenue and other liabilities		24,176			23,019			26,802			31,388			38,066
Tenants’ security deposits		47,440			47,565			49,729			48,890			49,672

Total liabilities		1,929,730			1,964,885			1,914,396			1,927,964			1,922,079
Total equity		1,952,839			1,336,769			1,348,975			1,372,686			1,372,610

Total liabilities and equity	$	3,882,569		$	3,301,654		$	3,263,371		$	3,300,650		$	3,294,689

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Third Quarter 2016

Condensed Consolidated Statements of Income

(unaudited and in thousands, except per share amounts)


	Three Months Ended
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Revenues
Rental revenue	$	115,634		$	112,613		$	114,908		$	113,957		$	110,903
Tenant expense reimbursement		19,176			19,054			18,120			19,638			23,096
Observatory revenue		38,093			31,838			21,181			27,647			35,702
Third party management and other fees		404			423			545			475			618
Other revenue and fees		2,541			1,887			2,320			3,483			5,460

Total revenues		175,848			165,815			157,074			165,200			175,779

Operating expenses
Property operating expenses ⁽¹⁾		38,585			37,386			39,104			38,297			41,052
Ground rent expenses		2,331			2,330			2,333			2,332			2,331
General and administrative expenses		11,798			12,907			10,918			9,678			10,182
Observatory expenses ⁽¹⁾		7,250			6,895			7,755			8,783			7,896
Real estate taxes		24,691			23,557			23,525			23,622			23,613
Acquisition expenses		—			—			98			—			193
Depreciation and amortization		37,607			38,548			39,227			45,258			45,169

Total operating expenses		122,262			121,623			122,960			127,970			130,436

Total operating income		53,586			44,192			34,114			37,230			45,343
Other income (expense)
Interest expense		(17,939	)		(17,420	)		(17,951	)		(17,194	)		(16,680	)

Income before income taxes		35,647			26,772			16,163			20,036			28,663
Income tax (expense) benefit		(2,750	)		(2,132	)		542			(666	)		(2,578	)

Net income		32,897			24,640			16,705			19,370			26,085
Perpetual preferred unit distributions		(234	)		(234	)		(234	)		(234	)		(234	)
Net income attributable to non-controlling interests		(16,690	)		(13,317	)		(9,043	)		(10,884	)		(14,631	)

Net income attributable to common stockholders	$	15,973		$	11,089		$	7,428		$	8,252		$	11,220


Weighted average common shares outstanding
Basic		136,831			122,502			120,778			118,706			115,900

Diluted		280,614			266,167			266,641			266,048			265,873


Net income per share attributable to common stockholders
Basic and Diluted	$	0.12		$	0.09		$	0.06		$	0.07		$	0.10


Dividends per share	$	0.105		$	0.105		$	0.085		$	0.085		$	0.085

⁽¹⁾

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Third Quarter 2016

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, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Reconciliation of Net Income to FFO, Modified FFO and Core FFO
Net Income	$	32,897		$	24,640		$	16,705		$	19,370		$	26,085
Preferred unit distributions		(234	)		(234	)		(234	)		(234	)		(234	)
Real estate depreciation and amortization		37,318			38,386			39,075			45,085			45,072

FFO attributable to common stockholders and non-controlled interests		69,981			62,792			55,546			64,221			70,923
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		71,938			64,750			57,504			66,179			72,880
Deferred financing costs write-off and prepayment penalty		—			—			552			—			—
Acquisition break-up fee		—			—			—			—			(2,500	)
Acquisition expenses		—			—			98			—			193

Core FFO attributable to common stockholders and non-controlled interests	$	71,938		$	64,750		$	58,154		$	66,179		$	70,573


Total weighted average shares and Operating Partnership Units
Basic		278,739			266,167			266,134			266,048			265,873

Diluted		280,614			266,167			266,134			266,048			265,873


FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.25		$	0.24		$	0.21		$	0.24		$	0.27

Diluted	$	0.25		$	0.24		$	0.21		$	0.24		$	0.27


Modified FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.26		$	0.24		$	0.22		$	0.25		$	0.27

Diluted	$	0.26		$	0.24		$	0.22		$	0.25		$	0.27


Core FFO attributable to common stockholders and non-controlled interests per share
Basic	$	0.26		$	0.24		$	0.22		$	0.25		$	0.27

Diluted	$	0.26		$	0.24		$	0.22		$	0.25		$	0.27


Reconciliation of Core FFO to Core FAD
Core FFO	$	71,938		$	64,750		$	58,154		$	66,179		$	70,573
Add:
Amortization of deferred financing costs		1,291			1,142			1,142			1,141			1,086
Non-real estate depreciation and amortization		289			162			152			173			97
Amortization of non-cash compensation expense		2,604			2,553			2,097			1,225			1,334
Amortization of debt discount		668			668			668			668			668
Deduct:
Straight-line rental revenues		(9,619	)		(6,796	)		(5,080	)		(5,892	)		(5,441	)
Amortization of debt premiums		(1,736	)		(1,737	)		(1,737	)		(1,736	)		(1,737	)
Above/below-market rent revenue amortization		(1,210	)		(844	)		(4,231	)		(4,691	)		(4,795	)
Corporate and Observatory capital expenditures		(1,115	)		(8,621	)		(792	)		—			(86	)
Tenant improvements - second generation		(949	)		(1,113	)		(1,443	)		(2,507	)		(1,792	)
Building improvements - second generation		(2,061	)		(53	)		(604	)		(1,546	)		(650	)
Leasing commissions - second generation		(388	)		(313	)		(185	)		(462	)		(60	)

Core FAD	$	59,712		$	49,798		$	48,141		$	52,552		$	59,197


Reconciliation of Net Income to EBITDA
Net income	$	32,897		$	24,640		$	16,705		$	19,370		$	26,085
Perpetual preferred unit distributions		(234	)		(234	)		(234	)		(234	)		(234	)
Interest expense		17,939			17,420			17,951			17,194			16,680
Income tax expense (benefit)		2,750			2,132			(542	)		666			2,578
Depreciation and amortization		37,607			38,548			39,227			45,258			45,169
Acquisition expenses		—			—			98			—			193

EBITDA	$	90,959		$	82,506		$	73,205		$	82,254		$	90,471

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Third Quarter 2016

Net Operating Income (“NOI”)

(unaudited and dollars in thousands)


	Three Months Ended
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Reconciliation of Net Income to NOI and Cash NOI
Net income	$	32,897		$	24,640		$	16,705		$	19,370		$	26,085
Add:
General and administrative expenses		11,798			12,907			10,918			9,678			10,182
Depreciation and amortization		37,607			38,548			39,227			45,258			45,169
Interest expense		17,939			17,420			17,951			17,194			16,680
Acquisition expenses		—			—			98			—			193
Income tax expense (benefit)		2,750			2,132			(542	)		666			2,578
Less:
Third-party management and other fees		(404	)		(423	)		(545	)		(475	)		(618	)
Acquisition break-up fee		—			—			—			—			(2,500	)

Net operating income		102,587			95,224			83,812			91,691			97,769

Straight-line rent		(9,619	)		(6,796	)		(5,080	)		(5,892	)		(5,441	)
Above/below-market rent revenue amortization		(1,210	)		(844	)		(4,231	)		(4,691	)		(4,795	)
Below-market ground lease amortization		1,957			1,958			1,958			1,958			1,957

Cash net operating income		93,715			89,542			76,459			83,066			89,490

Less: Observatory net operating income		(30,843	)		(24,943	)		(13,426	)		(18,864	)		(27,806	)

Total portfolio (excluding observatory) cash net operating income	$	62,872		$	64,599		$	63,033		$	64,202		$	61,684

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Third Quarter 2016

Debt Summary

(unaudited and dollars in thousands)


	September 30, 2016								June 30, 2016
				Weighted Average								Weighted Average
Debt Summary	Balance			Interest Rate			Maturity (Years)		Balance			Interest Rate			Maturity (Years)
Fixed rate mortgage debt	$	755,926			5.40	%		2.5	$	758,929			5.40	%		2.7
Senior unsecured notes		600,000			3.47	%		7.6		600,000			3.47	%		7.9

Total fixed rate debt		1,355,926			4.55	%		4.8		1,358,929			4.55	%		5.0

Unsecured revolving credit facility		—			—			2.3		40,000			1.62	%		2.6
Unsecured term loan facility ⁽¹⁾		265,000			2.13	%		5.9		265,000			2.07	%		6.2

Total variable rate debt		265,000			2.13	%		5.6		305,000			2.01	%		5.7

Total debt		1,620,926			4.15	%		4.9		1,663,929			4.08	%		5.1

Premium/discount		1,974								3,044
Deferred financing costs, net		(7,067	)							(7,818	)


Total	$	1,615,833							$	1,659,155

Notes:

⁽¹⁾	Beginning August 2017, LIBOR is fixed at 2.1485% under a variable to fixed interest rate swap agreement.


Available Capacity	Facility		Outstanding at September 30, 2016		Letters of Credit		Available Capacity
Unsecured revolving credit facility ⁽¹⁾	$	1,100,000	$	—	$	—	$	1,100,000


Covenant Summary	Required			Current Quarter			In Compliance
Maximum Total Leverage⁽²⁾		< 60	%		27.0	%	Yes
Maximum Secured Debt		< 40	%		12.5	%	Yes
Minimum Fixed Charge Coverage		> 1.50x			3.3x		Yes
Minimum Unencumbered Interest Coverage		> 1.75x			7.0x		Yes
Maximum Unsecured Leverage		< 60	%		23.6	%	Yes
Maximum Secured Recourse Indebtedness		< 10	%		0	%	Yes
Minimum Tangible Net Worth	$	1,203,815		$	1,596,702		Yes

Notes:

⁽¹⁾

The unsecured revolving credit facility has an accordion feature allowing for an increase in maximum aggregate principal balance to $1.25 billion under certain circumstances. This facility matures in January 2019 with two additional six-month extension options. On July 6, 2016, the unsecured revolving credit facility increased from $800 million to $1.1 billion.

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

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Third Quarter 2016

Debt Detail

(unaudited and dollars in thousands)


	Stated Interest Rate (%)			Current Interest Rate (%)			Principal Balance			Maturity Date		Amortization
Fixed rate mortgage debt:
10 Bank Street		5.72	%		5.72	%	$	31,715			6/1/2017		30 years
1542 Third Avenue		5.90	%		5.90	%		17,906			6/1/2017		30 years
First Stamford Place		5.65	%		5.65	%		236,030			7/5/2017		30 years
383 Main Avenue		5.59	%		5.59	%		28,811			7/5/2017		30 years
1010 Third Avenue and 77 West 55th Street		5.69	%		5.69	%		26,646			7/5/2017		30 years
1333 Broadway		6.32	%		6.32	%		67,909			1/5/2018		30 years
1400 Broadway (first lien mortgage loan)		6.12	%		6.12	%		67,974			2/5/2018		30 years
1400 Broadway (second lien mortgage loan)		3.35	%		3.35	%		9,442			2/5/2018		30 years
111 West 34th Street (first lien mortgage loan)		6.01	%		6.01	%		75,554			4/5/2018		30 years
111 West 34th Street (second lien mortgage loan)		6.56	%		6.56	%		9,543			4/5/2018		30 years
1350 Broadway		5.87	%		5.87	%		37,913			4/5/2018		30 years
Metro Center		3.59	%		3.59	%		96,483			11/5/2024		30 years
10 Union Square		3.70	%		3.70	%		50,000			4/1/2026		Interest only

Total mortgage debt								755,926

Unsecured revolving credit facility		LIBOR plus 1.15	%		1.68	%		—			1/23/2019		Interest only
Exchangeable senior unsecured notes		2.63	%		2.63	%		250,000			8/15/2019		Interest only
Unsecured term loan facility		LIBOR plus 1.60	%		2.13	%		265,000			8/24/2022		Interest only
Senior unsecured notes (Series A)		3.93	%		3.93	%		100,000			3/27/2025		Interest only
Senior unsecured notes (Series B)		4.09	%		4.09	%		125,000			3/27/2027		Interest only
Senior unsecured notes (Series C)		4.18	%		4.18	%		125,000			3/27/2030		Interest only

Total / weighted average debt					4.15	%		1,620,926

Premium/discounts								1,974
Deferred financing costs, net								(7,067	)

Total							$	1,615,833

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Third Quarter 2016

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

2016	$	3,086	$	—	$	3,086			0.2	%		n/a
2017		9,904		336,009		345,913			21.3	%		5.67	%
2018		2,880		262,210		265,090			16.4	%		6.02	%
2019		2,188		250,000		252,188			15.6	%		2.63	%
2020		2,268		—		2,268			0.1	%		n/a
Thereafter		9,706		742,675		752,381			46.4	%		3.31	%

Total debt	$	30,032	$	1,590,894		1,620,926			100.0	%		4.15	%

Premium/discount						1,974
Deferred financing costs, net						(7,067	)

Total					$	1,615,833

Note:

(1)	Assumes no extension options are exercised.

Debt Maturity Profile

LOGO

Ground Lease Commitments


Year	1350 Broadway		1400 Broadway		111 West 33rd Street		Total
2016	$	27	$	169	$	184	$	380
2017		108		675		735		1,518
2018		108		675		735		1,518
2019		108		675		735		1,518
2020		108		675		735		1,518
Thereafter		2,439		12,825		41,466		56,730

	$	2,898	$	15,694	$	44,590	$	63,182

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Third Quarter 2016

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 July 2014 acquisition of two properties 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: private perpetual preferred exchange offering expenses, acquisition expenses, gain on settlement of lawsuit related to the Observatory, net of income taxes, deferred financing cost write-off, prepayment penalties, construction severance expenses and acquisition break-up fee. 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 and break-up fee, 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 entitled measures and, accordingly, our NOI may not-be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.

EBITDA

We compute EBITDA as net income plus perpetual preferred unit distributions, interest expense, income taxes, depreciation and amortization and acquisition expenses. 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.

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Empire State Realty Trust, Inc. - FORM 8-K - EX-99.2 - November 2, 2016

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Empire State Realty Trust, Inc. Reports