UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 | --- | --- | --- | |------------------------------------------------------------------------------|------------------------------- ...

Call Start: 12:00 January 1, 0000 12:59 PM ET Empire State Realty Trust, Inc. (NYSE:ESRT) Q3 2020 Earnings Conference Call October 29, 2020 12:00 ET Company Participants Thomas Keltner - Executive Vice President and General Counsel Anthony Malkin - Chairman and Chief Executive Officer Tom Durels - Executive Vice President, Real Estate Christina Chiu - Executive Vice President and Chief Financial Officer Conference Call Participants Craig Mailman - KeyBanc Capital Markets Manny Korchman - Citi Steve Sakwa - ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 | --- | --- | --- | |------------------------------------------------------------------------------|------------------------------------ ...

Empire State Realty Trust, Inc. (NYSE:ESRT) Q2 2020 Earnings Conference Call July 30, 2020 1:00 PM ET Company Participants Thomas Keltner - EVP and General Counsel Tony Malkin - Chairman, President and CEO John Kessler - President and COO Tom Durels - EVP of Real Estate Christina Chiu - EVP and CFO Conference Call Participants Craig Mailman - KeyBanc Capital Markets Michael Bilerman - Citi Elvis Rodriguez - Bank of America Daniel Ismail - Green Street Advisors Craig Mailman - KeyBanc Capital Operator Greeti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 EMPIRE STATE REALTY TRUST, INC. (Exact name of Registrant as specified in its charter) Maryland 37-1645259 (State or other jurisdiction ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The company is a self-administered REIT focused on owning, managing, and redeveloping office and retail properties primarily in Manhattan, including the iconic Empire State Building [Overview](index=5&type=section&id=Overview) As of December 31, 2019, the company's portfolio included 10.1 million rentable square feet of office and retail space with **88.6%** occupancy, and its observatories attracted **3.5 million** visitors Portfolio Snapshot (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Rentable Square Feet | 10.1 million | | Total Portfolio Occupancy | 88.6% | | Total Portfolio Leased | 91.2% | | Office Properties | 14 (9.4 million sq. ft.) | | Manhattan Office Properties | 9 (7.6 million sq. ft.) | | Standalone Retail Properties | 6 (205,595 sq. ft.) | - The Empire State Building's observatories had approximately **3.5 million** visitors in 2019, a decrease from **3.8 million** in 2018[10](index=10&type=chunk) [Competitive Strengths and Growth Strategies](index=5&type=section&id=Competitive%20Strengths%20and%20Growth%20Strategies) The company leverages its irreplaceable Manhattan portfolio, repositioning expertise, and strong balance sheet to drive growth through rent increases, portfolio redevelopment, strategic acquisitions, and enhanced observatory operations - The company has invested approximately $**918.6 million** in its Manhattan office properties since gaining full management control, focusing on upgrades and repositioning[13](index=13&type=chunk) - Energy efficiency retrofits at the Empire State Building have reduced energy use by **43%** from pre-retrofit levels, resulting in over $**6.9 million** of annual energy cost savings[13](index=13&type=chunk) Balance Sheet Strength (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Debt Outstanding | ~$1.7 billion | | Weighted Average Interest Rate | 4.03% | | Weighted Average Maturity | 8.3 years | | Available Borrowing Capacity | ~$1.1 billion | | Cash & Short-term Investments | $233.9 million | | Consolidated Net Debt to Enterprise Value | 25.2% | - A key growth driver is the re-leasing of **7.4%** (approx. **558,246 sq. ft.**) of its Manhattan office leases expiring in 2020, which are generally at below-market rates with a current weighted average base rent of $54.43 per square foot[16](index=16&type=chunk) [Operations and Regulation](index=8&type=section&id=Operations%20and%20Regulation) The company self-manages its properties through Real Estate and Observatory segments, adhering to regulations like ADA and environmental laws, while maintaining comprehensive insurance coverage - The company operates through two reportable segments: a real estate segment for all property-related activities and an observatory segment for the Empire State Building's 86th and 102nd-floor observatories[20](index=20&type=chunk) - The company carries comprehensive insurance, including a $**2 billion** aggregate terrorism coverage policy for the Empire State Building, partially managed through its wholly-owned captive insurance company, ESRT Captive Insurance[24](index=24&type=chunk) - The observatory business is seasonal, with the second and third quarters historically generating the highest revenue, accounting for **26-28%** and **31-33%** of the annual total, respectively[29](index=29&type=chunk) - As of December 31, 2019, the company had **831** employees, with collective bargaining agreements covering the workforce servicing all office properties[30](index=30&type=chunk) [Item 1A. Risk Factors](index=14&type=page&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its concentrated Manhattan portfolio, operational challenges including competition and re-leasing, financial dependencies, structural issues, and the critical need to maintain REIT tax status [Risks Related to Properties and Business](index=14&type=section&id=Risks%20Related%20to%20Properties%20and%20Business) The company's business is highly susceptible to New York economic conditions, relying heavily on key properties like the Empire State Building, facing competition, and risks from lease renewals and tenant bankruptcies - All properties are located in Manhattan and the greater New York metropolitan area, exposing the company to greater economic risks than a more geographically diverse portfolio[34](index=34&type=chunk) - Six properties accounted for **73.1%** of the portfolio's rental revenues for the year ended December 31, 2019, with the Empire State Building alone contributing **32.9%**[36](index=36&type=chunk) - The Empire State Building's observatory, which generated $**128.8 million** in revenue in 2019, faces increased competition from new observatories at Hudson Yards and One Vanderbilt, projected to open in 2020 and 2021, respectively[36](index=36&type=chunk) - The five largest tenants (Global Brands Group, LinkedIn, Coty, Inc., PVH Corp., and Sephora) represented approximately **17.1%** of the total portfolio's annualized rent as of December 31, 2019[41](index=41&type=chunk) [Risks Related to Organization and Structure](index=28&type=section&id=Risks%20Related%20to%20Organization%20and%20Structure) Structural risks include significant voting power of Class B stockholders, potential conflicts of interest with operating partnership unit holders, and stock ownership limits designed to protect REIT status - Each share of Class B common stock, when held with **49** operating partnership units, entitles the holder to **50** votes, giving these holders significant influence over company matters[78](index=78&type=chunk) - A tax protection agreement indemnifies the Malkin Group and another investor against certain tax liabilities from the sale of four specified properties for a defined period, potentially limiting the company's ability to sell these assets[58](index=58&type=chunk)[80](index=80&type=chunk) - As of December 31, 2019, Anthony E. Malkin and the Malkin Group controlled approximately **17.6%** of the company's voting power[87](index=87&type=chunk) [Tax Risks](index=33&type=section&id=Tax%20Risks) The primary tax risk is failing to qualify as a REIT, which would incur corporate income tax and reduce distributions, requiring compliance with complex tests and reliance on an IRS private letter ruling - Failure to qualify as a REIT would subject the company to U.S. federal income tax at regular corporate rates and potentially preclude it from re-electing REIT status for four subsequent years[99](index=99&type=chunk) - To qualify as a REIT, the company must distribute at least **90%** of its REIT taxable income annually, which could require it to borrow funds or sell assets during unfavorable market conditions[102](index=102&type=chunk) - The company relies on an IRS private letter ruling to treat rent from its observatory TRS as qualifying REIT income If this treatment were disallowed, it could be forced to restructure operations or risk failing to qualify as a REIT[103](index=103&type=chunk)[104](index=104&type=chunk) [Item 1B. Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of December 31, 2019, the company reported no unresolved comments from the SEC staff - The company had no unresolved SEC staff comments as of the end of the fiscal year[110](index=110&type=chunk) [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) As of December 31, 2019, the company's **10.1 million** square foot portfolio was **88.6%** occupied, generating $**554.8 million** in annualized rent, with significant investments in redevelopment and observatory enhancements Portfolio Overview (as of Dec 31, 2019) | Category | Rentable Square Feet | Percent Occupied | Annualized Rent | | :--- | :--- | :--- | :--- | | **Total Portfolio** | **10,138,057** | **88.6%** | $**554.8 million** | | Manhattan Office Properties | 8,085,235 | 89.7% | $**471.8 million** | | Greater NY Metro Office | 1,847,227 | 83.0% | $**64.6 million** | | Standalone Retail | 205,595 | 93.7% | $**18.4 million** | Manhattan Office Leasing Spreads (Mark-to-Market) | Year Ended Dec 31, | New/Renewal Leases (sq. ft.) | New Avg. Cash Rent/sq. ft. | Previous Avg. Cash Rent/sq. ft. | Increase | | :--- | :--- | :--- | :--- | :--- | | **2019** | 970,443 | $65.91 | $54.72 | **20.4%** | | **2018** | 837,487 | $61.39 | $49.29 | **24.5%** | | **2017** | 865,251 | $59.26 | $43.70 | **35.6%** | - The company has invested a total of approximately $**918.6 million** (excluding tenant improvements and leasing commissions) in its Manhattan office properties since assuming full control, as part of its redevelopment and repositioning program[126](index=126&type=chunk) - A multi-year capital project at the Empire State Building to enhance the observatory experience was completed in Q4 2019, with total expenditures of $**155.4 million** since Q2 2017[127](index=127&type=chunk)[128](index=128&type=chunk) [Item 3. Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in an ongoing arbitration with former investors alleging breach of fiduciary duty related to its IPO and formation transactions - The company is involved in an arbitration proceeding with **12** former investors of Empire State Building Associates L.L.C. alleging breach of fiduciary duty in connection with the company's IPO The company believes the allegations are without merit and is defending them vigorously[321](index=321&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[130](index=130&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock and OP units are listed on NYSE, with 2019 dividends of $**0.42** per share, and its stock performance has underperformed key indices since its 2013 IPO - Class A common stock trades on the NYSE (ESRT), and three series of operating partnership units (Series ES, **60**, and **250**) trade on NYSE Arca[133](index=133&type=chunk)[134](index=134&type=chunk) - Dividends of $**0.42** per share were declared in 2019 For tax purposes, this was classified as **31.4%** taxable ordinary dividends and **68.6%** return of capital[134](index=134&type=chunk) - The company's stock performance since its October 2013 IPO has lagged behind the S&P 500, MSCI US REIT Index, and the FTSE NAREIT Equity REIT Office Index[135](index=135&type=chunk)[138](index=138&type=chunk) [Item 6. Selected Financial Data](index=50&type=section&id=Item%206.%20Selected%20Financial%20Data) Key financial data shows total revenues flat at $**731 million** in 2019, with net income decreasing to $**49.4 million** and FFO declining to $**260.1 million**, while total assets and debt also decreased Selected Financial Data (2017-2019) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Total revenues** | $**731.3 million** | $**731.5 million** | $**709.5 million** | | **Operating income** | $**154.7 million** | $**190.9 million** | $**192.9 million** | | **Net income attributable to common stockholders** | $**49.4 million** | $**65.6 million** | $**62.6 million** | | **Funds from operations (FFO)** | $**260.1 million** | $**282.6 million** | $**276.5 million** | | **Total assets** | $**3.9 billion** | $**4.2 billion** | $**3.9 billion** | | **Total debt** | $**1.7 billion** | $**1.9 billion** | $**1.7 billion** | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=52&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2019 financial results, highlighting flat revenue, declining net income and FFO, strong liquidity, and the impact of the Empire State Building observatory redevelopment on future growth [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Total revenues were flat at $**731.3 million** in 2019, while operating income decreased **18.9%** to $**154.7 million** and net income fell **24.6%** to $**49.4 million**, impacted by lower lease termination fees and higher G&A expenses Comparison of Operations (2019 vs. 2018, in thousands) | Line Item | 2019 | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $**731.3 million** | $**731.5 million** | (0.0%) | | Observatory Revenue | $**128.8 million** | $**131.2 million** | (**1.9%**) | | Lease Termination Fees | $**4.4 million** | $**20.8 million** | (**79.1%**) | | Total Operating Expenses | $**576.6 million** | $**540.7 million** | **6.7%** | | Operating Income | $**154.7 million** | $**190.9 million** | (**18.9%**) | | Net Income Attributable to Common Shareholders | $**49.4 million** | $**65.6 million** | (**24.6%**) | - The **18.9%** increase in 'Rental revenue' and **100%** decrease in 'Tenant expense reimbursement' is primarily due to the adoption of Topic 842 lease accounting, which combines these line items[153](index=153&type=chunk) - General and administrative expenses increased by **15.9%** primarily due to higher equity compensation and the expensing of leasing costs that were previously capitalized before the adoption of Topic 842[158](index=158&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $**233.9 million** in cash and $**1.1 billion** available on its credit facility, with total debt at $**1.7 billion**, supporting future capital needs for redevelopment and acquisitions Liquidity Position (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Cash and Cash Equivalents | $233.9 million | | Available on Unsecured Revolving Credit Facility | $1.1 billion | | Total Consolidated Debt | ~$1.7 billion | | Consolidated Net Debt to Total Market Capitalization | 25.2% | - The company is in compliance with all financial covenants for its unsecured revolving credit and term loan facility, including maintaining a total leverage ratio of **25.2%** (well below the <**60%** requirement)[176](index=176&type=chunk) - As of December 31, 2019, the company expects to incur an additional $**125.9 million** for tenant improvements and leasing commissions related to signed new leases[180](index=180&type=chunk) [Funds from Operations (FFO)](index=67&type=section&id=Funds%20from%20Operations%20(FFO)) FFO attributable to common stockholders and non-controlled interests decreased to $**260.1 million** in 2019 from $**282.6 million** in 2018, with Core FFO also declining to $**267.9 million** Reconciliation of Net Income to FFO and Core FFO (in thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Net income** | $**84.3 million** | $**117.3 million** | $**118.3 million** | | Real estate depreciation and amortization | $**177.5 million** | $**166.3 million** | $**159.2 million** | | **Funds from operations (FFO)** | $**260.1 million** | $**282.6 million** | $**276.5 million** | | Amortization of below-market ground leases | $**7.8 million** | $**7.8 million** | $**7.8 million** | | **Modified FFO** | $**267.9 million** | $**290.4 million** | $**284.3 million** | | Other adjustments | — | — | $**2.6 million** | | **Core FFO** | $**267.9 million** | $**290.4 million** | $**286.9 million** | [Factors That May Influence Future Results](index=68&type=section&id=Factors%20That%20May%20Influence%20Future%20Results) Future results depend on successful leasing at market rates, New York economic conditions, observatory performance influenced by tourism and competition, and managing operating expenses and interest rates - The company believes average in-place rental rates are generally below current market rates, presenting an opportunity for revenue growth as leases expire[193](index=193&type=chunk) - Leases representing **7.6%** of the portfolio's net rentable square footage are set to expire in 2020, and **6.5%** will expire in 2021[197](index=197&type=chunk) - Observatory visitors decreased by **7.9%** in 2019 to **3.5 million** from **3.8 million** in 2018, partly due to the closure of the 102nd-floor deck for renovations and an increase in bad weather days (**73** in 2019 vs. **56** in 2018)[201](index=201&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate volatility, which is fully mitigated by interest rate swaps on its variable-rate debt, and it is not exposed to foreign currency risk - The company's primary market risk is interest rate volatility As of December 31, 2019, it had no effective variable rate debt outstanding due to a swap agreement fixing the rate on its $**265.0 million** term loan[217](index=217&type=chunk) - As of December 31, 2019, the company had interest rate swap agreements with an aggregate notional value of $**390.0 million** to hedge against interest rate risk[217](index=217&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=73&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's consolidated financial statements and supplementary data, beginning on page F-1 of the annual report - The company's audited consolidated financial statements and supplementary data are included starting on page F-1 of the report[218](index=218&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=73&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[218](index=218&type=chunk) [Item 9A. Controls and Procedures](index=74&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, a conclusion affirmed by the independent auditor - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[220](index=220&type=chunk) - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2019[223](index=223&type=chunk) [Item 9B. Other Information](index=75&type=section&id=Item%209B.%20Other%20Information) The company reported no other information under this item - None[228](index=228&type=chunk) Part III [Items 10-14](index=75&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information for Items 10 through 14, covering governance, compensation, security ownership, related transactions, and accounting fees, is incorporated by reference from the 2020 Proxy Statement - Information for Part III, Items **10** through **14**, is incorporated by reference from the company's 2020 Proxy Statement[230](index=230&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=76&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including consolidated financial statements and a comprehensive index of exhibits - This section contains the index of all financial statements, schedules, and exhibits filed with the Form 10-K[238](index=238&type=chunk)[239](index=239&type=chunk) [Item 16. Form 10-K Summary](index=79&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reported no information for this item - None[243](index=243&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 EMPIRE STATE REALTY TRUST, INC. (Exact name of Registrant as specified in its charter) Maryland 37-1645259 (State or other jurisdic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 EMPIRE STATE REALTY TRUST, INC. (Exact name of Registrant as specified in its charter) Maryland 37-1645259 (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36105 EMPIRE STATE REALTY TRUST, INC. (Exact name of Registrant as specified in its charter) Maryland 37-1645259 (State or other jurisdiction ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Empire State Realty Trust, Inc. is a REIT specializing in office and retail properties in Manhattan and the greater New York metropolitan area, with the Empire State Building as its flagship asset Portfolio Overview as of December 31, 2018 | Metric | Value | | :--- | :--- | | Total Rentable Square Feet | 10.1 million | | Total Properties | 14 office, 6 standalone retail | | Occupancy Rate | 88.8% | | Leased Rate (incl. signed leases) | 91.8% | | Manhattan Office Properties | 9 properties, 7.6 million sq. ft. | | Empire State Building Observatory Visitors (2018) | Approx. 3.8 million | - The company's competitive strengths include its irreplaceable Midtown Manhattan portfolio, expertise in property repositioning, leadership in energy efficiency retrofitting, and a strong balance sheet with low leverage[9](index=9&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) - Key growth strategies involve vacating and redeveloping spaces to lease to higher-credit tenants at higher rents, capitalizing on below-market in-place rents, completing the repositioning of the current portfolio, and pursuing opportunistic acquisitions[13](index=13&type=chunk)[14](index=14&type=chunk)[16](index=16&type=chunk) - The company operates under two reportable segments: a Real Estate segment for all property-related activities and an Observatory segment for the Empire State Building's 86th and 102nd-floor observatories[18](index=18&type=chunk) - The company utilizes a wholly-owned captive insurance company, ESRT Captive Insurance, to provide terrorism insurance for the Empire State Building, offering aggregate coverage of **$2 billion**[25](index=25&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks due to its high concentration of properties in the New York metropolitan area, making it vulnerable to local economic downturns - All properties are located in Manhattan and the greater New York metropolitan area, creating a high dependency on the local economy; six properties, including the Empire State Building, accounted for approximately **72.2%** of portfolio rental revenues in 2018[33](index=33&type=chunk)[34](index=34&type=chunk) - The Empire State Building's observatory, which generated **$131.2 million** in 2018 revenue, faces increasing competition from existing and new observatories planned for Hudson Yards and One Vanderbilt[34](index=34&type=chunk) - The company is exposed to leasing risks, with **7.2%** of its portfolio square footage expiring in 2019 and **8.3%** in 2020, posing a risk of being unable to renew or re-lease space on favorable terms[35](index=35&type=chunk) - Financial risks include managing approximately **$1.9 billion** in total debt, potential foreclosure on mortgaged properties, and obligations under tax protection agreements that could limit the ability to sell certain properties[44](index=44&type=chunk)[47](index=47&type=chunk) - Organizational risks include the significant voting power of Class B common stock (**50 votes per share** when paired with 49 OP units) and a dependency on key personnel, particularly Chairman and CEO Anthony E. Malkin[63](index=63&type=chunk)[64](index=64&type=chunk) - The company faces tax risks related to maintaining its REIT qualification, which requires distributing at least **90%** of its taxable income annually and adhering to complex asset and income tests[86](index=86&type=chunk)[88](index=88&type=chunk) [Item 1B. Unresolved Staff Comments](index=37&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of December 31, 2018, the company reported no unresolved comments from the staff of the Securities and Exchange Commission (SEC) - The company states that it did not have any unresolved comments with the SEC staff as of the end of the fiscal year[101](index=101&type=chunk) [Item 2. Properties](index=38&type=section&id=Item%202.%20Properties) The company's portfolio as of December 31, 2018, comprised 14 office and 6 retail properties totaling 10.1 million rentable square feet, with an 88.8% occupancy rate Portfolio Summary (December 31, 2018) | Property Type | Rentable Square Feet | Percent Occupied | Annualized Rent (USD) | | :--- | :--- | :--- | :--- | | Manhattan Office | 8,076,058 | 88.9% | 450,613,791 | | Greater NY Metro Office | 1,847,033 | 87.6% | 66,088,796 | | Standalone Retail | 205,748 | 94.4% | 18,785,347 | | **Portfolio Total** | **10,128,839** | **88.8%** | **535,487,934** | Lease Expirations (All Properties) | Year of Expiration | % of Portfolio Rentable Sq. Ft. Expiring | % of Annualized Rent | | :--- | :--- | :--- | | 2019 | 7.2% | 7.1% | | 2020 | 8.3% | 8.7% | | 2021 | 6.9% | 7.5% | | 2022 | 5.3% | 6.4% | | 2023 | 6.8% | 7.7% | - The company achieved a **24.5%** increase in mark-to-market rent on new and renewal leases in its Manhattan office portfolio during 2018, compared to previous leases[110](index=110&type=chunk) - A multi-year capital project at the Empire State Building is underway with a total anticipated investment of approximately **$163 million**; **$91.3 million** had been spent through December 31, 2018[120](index=120&type=chunk)[121](index=121&type=chunk) [Item 3. Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in an ongoing arbitration with 12 former investors of Empire State Building Associates L.L.C. who allege breach of fiduciary duty related to the company's IPO and formation - The primary legal proceeding is an arbitration filed by 12 former investors of Empire State Building Associates L.L.C. alleging breach of fiduciary duty in connection with the company's formation and IPO[122](index=122&type=chunk)[302](index=302&type=chunk) - The company believes the allegations are without merit and intends to defend them vigorously; arbitration hearings concluded in August 2018, with post-hearing briefing scheduled for completion by June 2019[302](index=302&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - The company reports that this section is not applicable[123](index=123&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on the NYSE under the symbol 'ESRT', with total dividends of **$0.42 per share** declared in 2018 - Class A common stock is listed on the NYSE under the symbol 'ESRT', while traded OP Units are listed on NYSE Arca[126](index=126&type=chunk)[127](index=127&type=chunk) - The company paid total dividends of **$0.42 per share** in 2018; for tax purposes, **83.8%** of this was classified as a taxable ordinary dividend and **16.2%** as a return of capital[127](index=127&type=chunk) - As of December 31, 2018, **4,323,054** securities remained available for future issuance under equity compensation plans approved by securityholders[131](index=131&type=chunk)[133](index=133&type=chunk) [Item 6. Selected Financial Data](index=49&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents five years of selected financial data from 2014 to 2018, showing growth in total revenues, net income, and Core FFO Selected Financial Data (2016-2018) | (in thousands) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Total revenues** | $731,511 | $709,526 | $677,353 | | **Operating income** | $190,857 | $192,903 | $183,896 | | **Net income** | $117,253 | $118,253 | $107,250 | | **Net income attributable to common stockholders** | $65,603 | $62,647 | $51,456 | | **Total assets** | $4,195,780 | $3,931,347 | $3,890,953 | | **Total debt** | $1,918,933 | $1,688,721 | $1,612,331 | | **Core FFO** | $290,440 | $286,925 | $269,000 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2018, the company achieved net income of **$65.6 million** and Core FFO of **$290.4 million**, driven by higher rental rates and increased Observatory revenue - **2018 Highlights:** - Achieved net income of **$65.6 million** and Core FFO of **$290.4 million**[141](index=141&type=chunk) - Signed 156 leases for over 1 million sq. ft., with a **24.5%** mark-to-market rent increase on Manhattan office leases[141](index=141&type=chunk) - Realized **$20.8 million** in lease termination fee income[143](index=143&type=chunk) - Opened the new Observatory entrance as part of a major redevelopment project[143](index=143&type=chunk) - Authorized a **$500 million** stock and OP unit repurchase program[143](index=143&type=chunk) Comparison of Operations (2018 vs. 2017, in thousands) | Line Item | 2018 | 2017 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $731,511 | $709,526 | $21,985 | 3.1% | | Total Operating Expenses | $540,654 | $516,623 | ($24,031) | (4.7)% | | Operating Income | $190,857 | $192,903 | ($2,046) | (1.1)% | | Net Income | $117,253 | $118,253 | ($1,000) | (0.8)% | - The increase in 2018 revenue was primarily driven by higher rental rates, a **$7.3 million** increase in lease termination fees, and a **$4.1 million** increase in Observatory revenue[149](index=149&type=chunk) - As of Dec 31, 2018, the company had **$1.9 billion** of total debt with a weighted average interest rate of **3.84%** and a weighted average maturity of **8.1 years**; it maintained **$1.1 billion** in available borrowing capacity under its unsecured revolving credit facility[158](index=158&type=chunk) FFO Reconciliation (in thousands) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net Income | $117,253 | $118,253 | $107,250 | | **FFO** | **$282,609** | **$276,491** | **$260,519** | | **Modified FFO** | **$290,440** | **$284,322** | **$268,350** | | **Core FFO** | **$290,440** | **$286,925** | **$269,000** | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, which was mitigated as of December 31, 2018, by fixing its **$265.0 million** unsecured term loan via an interest rate swap - The principal market risk is interest rate volatility on variable rate debt; however, as of December 31, 2018, the company had no variable rate debt outstanding due to an interest rate swap agreement fixing the rate on its **$265.0 million** term loan[202](index=202&type=chunk) - The company utilizes derivative financial instruments, such as interest rate swaps, to reduce floating rate exposure; as of year-end 2018, it had swap agreements with an aggregate notional value of **$515.0 million**[202](index=202&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended December 31, 2018, along with accompanying notes and schedules - This section incorporates by reference the company's complete audited consolidated financial statements and supplementary data schedules as of and for the year ended December 31, 2018[203](index=203&type=chunk) - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements, stating they present fairly the financial position and results of operations in conformity with U.S. GAAP[235](index=235&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=72&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - There were no disagreements with accountants on accounting and financial disclosure[203](index=203&type=chunk) [Item 9A. Controls and Procedures](index=72&type=section&id=Item%209A.%20Controls%20and%20Procedures) Based on an evaluation as of December 31, 2018, the company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2018[206](index=206&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2018[208](index=208&type=chunk) - The independent auditor, Ernst & Young LLP, issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting as of December 31, 2018[209](index=209&type=chunk) [Item 9B. Other Information](index=74&type=section&id=Item%209B.%20Other%20Information) The company reported no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2018 that was not previously reported - No other information was reported for this item[213](index=213&type=chunk) Part III [Items 10-14](index=74&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information required for Items 10-14 is incorporated by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - The information for Directors, Executive Compensation, Security Ownership, Related Transactions, and Accounting Fees is incorporated by reference from the company's 2019 Proxy Statement[215](index=215&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=75&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K report, including consolidated financial statements, schedules, and a comprehensive index of exhibits - This section lists the financial statements, schedules, and exhibits filed with the Form 10-K[220](index=220&type=chunk) - Key exhibits include the company's charter and bylaws, debt agreements, equity incentive plan, employment agreements, and various registration rights and tax protection agreements[222](index=222&type=chunk)[223](index=223&type=chunk) [Item 16. Form 10-K Summary](index=78&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary under this item - The company reports 'None' for this item, indicating no summary is provided[225](index=225&type=chunk)