EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT) Files An 8-K Results of Operations and Financial Condition

Item2.02.

On February22, 2017, Empire State Realty Trust, Inc. (the Company
or we) issued a press release announcing its financial results
for the fourth quarter 2016. The press release referred to
certain supplemental information that is available on the
Companys website. The press release and the supplemental
information are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated by reference herein.

The information in Item 2.02 of this Current Report, including
Exhibits 99.1 and 99.2, is being furnished and shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that Section. Such information shall not be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, unless it is specifically
incorporated by reference therein.

As discussed in Item2.02 above, the Company issued a press
release regarding its financial results for the fourth quarter
2016 and made available on its website certain supplemental
information relating thereto.

The information in Item7.01 of this Current Report is being
furnished and shall not be deemed filed for purposes of Section18
of the Exchange Act, or otherwise subject to the liabilities of
that Section. Such information shall not be incorporated by
reference into any registration statement or other document to
the Securities Act or the Exchange Act, unless it is specifically
incorporated by reference therein.

(d) Exhibits.

Non-GAAP Supplemental Financial Measures

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

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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 REITs operating performance. We present FFO because we
consider it an important supplemental measure of our operating
performance and believe that it is frequently used by securities
analysts, investors and other interested parties in the
evaluation of REITs. However, because FFO excludes depreciation
and amortization and captures neither the changes in the value of
our properties that result from use or market conditions nor the
level of capital expenditures and leasing commissions necessary
to maintain the operating performance of our properties, all of
which have real economic effect and could materially impact our
results of operations, the utility of FFO as a measure of
performance is limited. There can be no assurance that FFO
presented by us is comparable to similarly titled measures of
other REITs. FFO does not represent cash generated from operating
activities and should not be considered as an alternative to net
income (loss) determined in accordance with GAAP or to cash flow
from operating activities determined in accordance with GAAP. FFO
is not indicative of cash available to fund ongoing cash needs,
including the ability to make cash distributions. Although FFO is
a measure used for comparability in assessing the performance of
REITs, as the NAREIT White Paper only provides guidelines for
computing FFO, the computation of FFO may vary from one company
to another.

Modified Funds From Operations (Modified FFO)

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

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

Net Operating Income (NOI)

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

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

EBITDA

We compute EBITDA as net income plus 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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to the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

About EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT)

Empire State Realty Trust, Inc. is a real estate investment trust. The Company owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area. The Company’s segments include Real Estate, Observatory and Other. The Real Estate segment includes the Company’s activities related to the ownership, management, operation, acquisition, repositioning and disposition of its real estate assets. The Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. The Other segment includes the Company’s activities related to providing construction services to tenants and to other entities. The Company’s total portfolio contains approximately 10.1 million rentable square feet of office and retail space. The Company’s portfolio includes approximately 10 office properties and over six standalone retail properties.

EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT) Recent Trading Information

EMPIRE STATE REALTY TRUST, INC. (NYSE:ESRT) closed its last trading session up +0.11 at 21.60 with 1,616,637 shares trading hands.