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, 2022 ☐ 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: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) Delaware 45-4685158 (State or other jurisdiction of ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) The company is a REIT managing office, retail, and multifamily assets primarily in the New York metropolitan area Portfolio Overview as of December 31, 2021 | Asset Type | Rentable Square Feet | Occupancy | Leased Percentage (incl. signed) | | :--- | :--- | :--- | :--- | | Office & Retail | 10.1 million | 82.4% | 85.7% | | Office Properties | 9.4 million | 82.5% | 85.3% | | Standalone Retail | 0.2 million | - | 100.0% | | Multifamily | 625 units | - | - | - The company operates through a **real estate segment** for commercial and multifamily assets and an **observatory segment**[25](index=25&type=chunk) - Business strategies include capitalizing on environmental leadership, pursuing acquisitions, and enhancing Observatory operations[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - As of December 31, 2021, the company employed 693 people, with approximately **70% covered by collective bargaining agreements**[61](index=61&type=chunk)[144](index=144&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, geographic concentration, and regulatory changes - The COVID-19 pandemic severely impacted the observatory, with **visitor volume at 0.8 million in 2021 versus 3.5 million in 2019**[75](index=75&type=chunk)[85](index=85&type=chunk) - The portfolio's geographic concentration in New York makes it vulnerable to local economic and regulatory downturns[80](index=80&type=chunk)[82](index=82&type=chunk) - A significant portion of revenue comes from six properties, with the **Empire State Building accounting for 31.7% of 2021 rental revenues**[84](index=84&type=chunk)[85](index=85&type=chunk) - The company is subject to NYC's Local Law 97 on emissions but **expects to pay no fines in the first enforcement period (2024-2030)**[40](index=40&type=chunk)[139](index=139&type=chunk) - Tax protection agreements could limit the company's ability to sell certain properties or require specific debt levels[181](index=181&type=chunk)[182](index=182&type=chunk)[184](index=184&type=chunk) [Unresolved Staff Comments](index=29&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company had no unresolved comments from the SEC staff as of the end of the fiscal year 2021 - There were **no unresolved SEC staff comments** as of the end of the fiscal year 2021[205](index=205&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties) The company's portfolio consists of 10.1 million square feet of office/retail space and recently acquired multifamily assets Office and Retail Portfolio Summary (as of Dec 31, 2021) | Metric | Value | | :--- | :--- | | Total Rentable Square Feet | 10,128,335 | | Percent Occupied | 82.4% | | Annualized Rent | $523.8 million | | Number of Leases | 730 | Top 5 Tenants by Annualized Rent (as of Dec 31, 2021) | Tenant | Annualized Rent | % of Portfolio Annualized Rent | | :--- | :--- | :--- | | LinkedIn | $26,656,726 | 5.1% | | PVH Corp. | $11,343,800 | 2.2% | | Centric Brands Inc. | $11,006,769 | 2.1% | | Sephora | $10,528,487 | 2.0% | | Li & Fung | $9,283,476 | 1.8% | Lease Expirations (All Office and Retail Properties) | Year of Expiration | % of Portfolio Rentable Square Feet Expiring | | :--- | :--- | | 2022 | 5.7% | | 2023 | 6.3% | | 2024 | 8.3% | | 2025 | 5.4% | | 2026 | 7.8% | - In December 2021, the company acquired two multifamily assets for **$307 million**, adding 625 units to its portfolio[228](index=228&type=chunk) - The company has invested approximately **$966.7 million** in its Manhattan office properties as part of a redevelopment program[229](index=229&type=chunk) [Legal Proceedings](index=37&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any material litigation beyond routine matters and a disclosed arbitration case - The company is not involved in any material litigation outside the ordinary course of business, except for a previously disclosed arbitration claim[578](index=578&type=chunk)[579](index=579&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[236](index=236&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholders%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units are traded on NYSE Arca, with a reinstated dividend and an active share repurchase program - The quarterly dividend was reinstated in May 2021 and set at **$0.035 per share** for the remainder of 2021[243](index=243&type=chunk) - A **$500 million repurchase program** for common stock and OP units was authorized for 2022 through 2023[253](index=253&type=chunk) Equity Repurchases in Q4 2021 | Month | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | October 2021 | — | — | | November 2021 | 1,452,168 | $10.06 | | December 2021 | 2,426,091 | $9.09 | [[Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is not applicable - Not applicable[257](index=257&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2021 saw an improved net loss driven by partial observatory recovery, despite slightly lower rental revenue Financial Performance Summary (Year Ended Dec 31) | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $624.1M | $609.2M | 2.4% | | Rental Revenue | $559.7M | $563.1M | (0.6)% | | Observatory Revenue | $41.5M | $29.1M | 42.7% | | Operating Income | $79.1M | $58.7M | 34.9% | | Net Loss | ($13.0M) | ($22.9M) | 43.0% improvement | Non-GAAP Financial Measures (Year Ended Dec 31) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net Operating Income (NOI) | $343.4M | $316.0M | $396.1M | | Core Funds From Operations (Core FFO) | $194.9M | $175.4M | $267.9M | - As of December 31, 2021, the company had strong liquidity with **$423.7 million in cash** and **$850 million of undrawn capacity**[268](index=268&type=chunk)[301](index=301&type=chunk) - In July 2021, tenant GBG USA filed for bankruptcy, resulting in **$10.1 million recognized as lease termination income**[277](index=277&type=chunk)[279](index=279&type=chunk) - The fair value of the observatory reporting unit exceeded its carrying value by less than 15.0%, indicating a **heightened risk of future goodwill impairment**[282](index=282&type=chunk)[371](index=371&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's primary market risk is interest rate volatility on its variable rate debt, managed via derivatives - The principal market risk is interest rate risk, with **$125.0 million in floating rate debt (5.4% of total)** as of year-end 2021[363](index=363&type=chunk)[379](index=379&type=chunk) - The company uses interest rate swaps and caps to manage risk, with an aggregate notional value of **$451.3 million**[383](index=383&type=chunk) - The company is managing the transition from LIBOR to an alternative rate like SOFR for its credit facilities and derivatives[386](index=386&type=chunk)[387](index=387&type=chunk) [Financial Statements and Supplementary Data](index=62&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited consolidated financial statements and data - This section refers to the full consolidated financial statements, which are included from page F-1 onwards in the Form 10-K[393](index=393&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=62&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with the company's accountants were reported - None reported[393](index=393&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal financial reporting controls were effective - Management concluded that **disclosure controls and procedures were effective** as of December 31, 2021[394](index=394&type=chunk) - Management's report on internal control over financial reporting concluded that **controls were effective** as of December 31, 2021[396](index=396&type=chunk) - The independent auditor, Ernst & Young LLP, issued an **unqualified opinion** on the effectiveness of internal controls[399](index=399&type=chunk) [Other Information](index=64&type=section&id=Item%209B.%20Other%20Information) No other information was required to be reported in this section - None[406](index=406&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=64&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This disclosure requirement is not applicable to the company - Not applicable[407](index=407&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information is incorporated by reference from the 2022 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[409](index=409&type=chunk) [Executive Compensation](index=64&type=section&id=Item%2011.%20Executive%20Compensation) Information is incorporated by reference from the 2022 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[410](index=410&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=64&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information is incorporated by reference from the 2022 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[410](index=410&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=64&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information is incorporated by reference from the 2022 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[412](index=412&type=chunk) [Principal Accounting Fees and Services](index=64&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information is incorporated by reference from the 2022 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[413](index=413&type=chunk) PART IV [Exhibits, Financial Statements and Schedules](index=64&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statements%20and%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K report - This section provides an index of all financial statements, schedules, and exhibits included in or filed with the 10-K report[415](index=415&type=chunk)[418](index=418&type=chunk) [Form 10-K Summary](index=68&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary of the Form 10-K was provided in this section - None[424](index=424&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, 2021 ☐ 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: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) Delaware 45-4685158 (State or other jurisdictio ...

Part I [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This item presents unaudited condensed consolidated financial statements, including balance sheets, income, capital, and cash flows [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased from $4,150,695 thousand to $4,123,472 thousand, with liabilities also decreasing and capital slightly increasing Condensed Consolidated Balance Sheets (Amounts in thousands) | Metric | June 30, 2021 (unaudited) | December 31, 2020 | | :---------------------------------- | :------------------------ | :---------------- | | Total Assets | $4,123,472 | $4,150,695 | | Total Liabilities | $2,390,264 | $2,419,388 | | Total Capital | $1,733,208 | $1,731,307 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income significantly improved for Q2 2021, turning from a loss to a gain, driven by increased observatory revenue and higher operating income Condensed Consolidated Statements of Operations (Amounts in thousands, except per unit amounts) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenues | $153,408 | $141,030 | $298,712 | $311,254 | | Total Operating Expenses | $126,924 | $140,696 | $253,879 | $283,947 | | Total Operating Income | $26,484 | $334 | $44,833 | $27,307 | | Net Income (Loss) | $4,411 | $(19,618) | $1,220 | $(11,330) | | Basic EPS | $0.01 | $(0.07) | $0.00 | $(0.05) | | Diluted EPS | $0.01 | $(0.07) | $0.00 | $(0.05) | | Dividends per unit | $0.035 | $0.105 | $0.035 | $0.210 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) Comprehensive income shifted from a loss to a gain in Q2 2021, driven by improved net income and positive interest rate swap valuations Condensed Consolidated Statements of Comprehensive Income (Loss) (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | $4,411 | $(19,618) | $1,220 | $(11,330) | | Other Comprehensive Income (Loss) | $2,803 | $608 | $5,731 | $(16,291) | | Comprehensive Income (Loss) | $7,214 | $(19,010) | $6,951 | $(27,621) | [Condensed Consolidated Statements of Capital](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Capital) Total capital slightly increased from $1,731,307 thousand to $1,733,208 thousand, influenced by net income and comprehensive income, offset by distributions Condensed Consolidated Statements of Capital (Amounts in thousands) | Metric | Balance at Dec 31, 2020 | Balance at June 30, 2021 | | :----------------------------------- | :---------------------- | :----------------------- | | Private Perpetual Preferred Unitholders | $29,940 | $29,940 | | ESRT Partner's Capital | $1,055,249 | $1,055,659 | | Limited Partners' Interests | $648,543 | $650,473 | | Total Capital | $1,731,307 | $1,733,208 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased, while net cash used in investing decreased, and financing activities shifted from provided to used due to debt repayment Condensed Consolidated Statements of Cash Flows (Amounts in thousands) | Metric | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net Cash Provided by Operating Activities | $83,729 | $74,423 | | Net Cash Used in Investing Activities | $(48,445) | $(79,713) | | Net Cash (Used in) Provided by Financing Activities | $(24,653) | $665,541 | | Net Increase in Cash and Cash Equivalents and Restricted Cash | $10,631 | $660,251 | | Cash and Cash Equivalents and Restricted Cash—End of Period | $578,570 | $931,848 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures for the financial statements, covering business, accounting policies, assets, liabilities, debt, and subsequent events [Description of Business and Organization](index=10&type=section&id=Description%20of%20Business%20and%20Organization) Empire State Realty OP, L.P. manages 10.1 million rentable square feet of office and retail properties in the greater New York metropolitan area - The Operating Partnership owns and manages **10.1 million rentable square feet** of office and retail space in Manhattan and the greater New York metropolitan area[29](index=29&type=chunk) - ESRT, as the sole general partner, owned approximately **60.7%** of the operating partnership units as of June 30, 2021[30](index=30&type=chunk) [Summary of Significant Accounting Policies](index=10&type=section&id=Summary%20of%20Significant%20Accounting%20Policies) Financial statements conform to GAAP with no material policy changes, and the observatory business is subject to tourism seasonality and COVID-19 impacts - No material changes to significant accounting policies since the December 31, 2020 Annual Report on Form 10-K[31](index=31&type=chunk) - The observatory business is subject to tourism seasonality, with **26.0% to 28.0%** of annual revenue historically realized in the second quarter, but currently impacted by the COVID-19 pandemic[33](index=33&type=chunk) - The company elected to apply hedge accounting expedients related to probability and effectiveness assessments for future LIBOR-indexed cash flows, preserving past derivative presentation[40](index=40&type=chunk) [Deferred Costs, Acquired Lease Intangibles and Goodwill](index=12&type=section&id=Deferred%20Costs%2C%20Acquired%20Lease%20Intangibles%20and%20Goodwill) Deferred costs slightly decreased, while goodwill remained at $491.5 million, with the observatory segment's goodwill fair value exceeding carrying value by less than 15.0% Deferred Costs, Net (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Total deferred costs, net (excluding deferred financing costs) | $192,409 | $201,721 | - Goodwill of **$491.5 million** is allocated **$227.5 million** to the observatory segment and **$264.0 million** to the real estate segment[45](index=45&type=chunk) - An impairment test for the Observatory reporting unit goodwill determined its fair value exceeded carrying value by less than **15.0%**, influenced by COVID-19 related closures and travel restrictions[45](index=45&type=chunk)[47](index=47&type=chunk) [Debt](index=13&type=section&id=Debt) Total principal debt outstanding was $2,149,858 thousand with a 3.9% weighted average interest rate and 7.7-year maturity, with the company in compliance with all covenants Debt Principal (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Total Mortgage Debt | $784,858 | $786,884 | | Senior Unsecured Notes | $875,000 | $875,000 | | Unsecured Term Loan Facilities | $390,000 | $390,000 | | Total Principal | $2,149,858 | $2,151,884 | Aggregate Required Principal Payments (Amounts in thousands) | Year | Total | | :--- | :---- | | 2021 (Remainder) | $2,064 | | 2022 | $5,628 | | 2023 | $7,876 | | 2024 | $85,633 | | 2025 | $320,826 | | Thereafter | $1,727,831 | | Total | $2,149,858 | - The company was in compliance with all debt covenants as of June 30, 2021[48](index=48&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) [Accounts Payable and Accrued Expenses](index=15&type=section&id=Accounts%20Payable%20and%20Accrued%20Expenses) Accounts payable and accrued expenses decreased from $103,203 thousand to $89,254 thousand, primarily due to reduced accrued capital expenditures Accounts Payable and Accrued Expenses (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Accrued Capital Expenditures | $52,891 | $58,057 | | Accounts Payable and Accrued Expenses | $26,012 | $32,309 | | Interest Rate Swap Agreements Liability | $6,176 | $8,849 | | Total Accounts Payable and Accrued Expenses | $89,254 | $103,203 | [Financial Instruments and Fair Values](index=15&type=section&id=Financial%20Instruments%20and%20Fair%20Values) The company uses interest rate swap agreements with a $265.0 million notional value to manage risk, resulting in a net liability of $(6.2) million - The company uses interest rate swap agreements to manage interest rate risk, with an aggregate notional value of **$265.0 million** as of June 30, 2021[60](index=60&type=chunk) Fair Value of Derivative Financial Instruments (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Interest Rate Swap (Liability) | $(6,176) | $(8,849) | - The fair value of outstanding debt was approximately **$2.2 billion**, which was **$49.2 million** more than the historical book value as of June 30, 2021[252](index=252&type=chunk) [Leases](index=17&type=section&id=Leases) Future contractual minimum lease payments from non-cancellable operating leases totaled $4,032,942 thousand, with ground lease assets having a 48.9-year weighted average term Rental Revenue Components (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Fixed Payments | $124,432 | $122,393 | $250,204 | $252,906 | | Variable Payments | $16,365 | $15,606 | $30,824 | $33,206 | | Total Rental Revenue | $140,797 | $137,999 | $281,028 | $286,112 | Future Contractual Minimum Lease Payments (Lessor) (Amounts in thousands) | Year | Amount | | :--- | :----- | | Remainder of 2021 | $247,138 | | 2022 | $497,384 | | 2023 | $482,236 | | 2024 | $447,203 | | 2025 | $408,032 | | Thereafter | $1,950,949 | | Total | $4,032,942 | - The weighted average remaining lease term for ground lease liabilities (lessee) as of June 30, 2021, was **48.9 years**[73](index=73&type=chunk) [Commitments and Contingencies](index=18&type=section&id=Commitments%20and%20Contingencies) The company estimates $89.1 million in future capital expenditures and is involved in legal proceedings, including an arbitration award of $1.2 million - Estimated future capital expenditures of approximately **$89.1 million** for tenant improvements and leasing commissions[80](index=80&type=chunk) - An arbitration panel awarded claimants approximately **$1.2 million** (inclusive of interest) in connection with the 2013 IPO and formation transactions, which respondents are seeking to vacate[77](index=77&type=chunk) - The company has identified asbestos in certain properties but has no plans for removal that would trigger federal regulations, with ongoing abatement costs expensed as incurred[82](index=82&type=chunk) [Capital](index=20&type=section&id=Capital) As of June 30, 2021, 285,722,956 common stock and operating partnership units were outstanding, with ESRT owning 60.7%, and total distributions paid were $9.5 million - As of June 30, 2021, **285,722,956** common stock and operating partnership units were outstanding, with ESRT owning **60.7%**[87](index=87&type=chunk) - The 2019 Equity Incentive Plan authorizes approximately **11.0 million shares**, with **7.7 million shares** available for future issuance as of June 30, 2021[97](index=97&type=chunk) Total Distributions Paid (Amounts in thousands) | Recipient | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | OP Unitholders | $9,500 | $30,600 | $9,500 | $62,200 | | Preferred Unitholders | $1,100 | $1,000 | $2,100 | $2,100 | [Related Party Transactions](index=23&type=section&id=Related%20Party%20Transactions) The company earned supervisory fees of $0.3 million and property management fees of $0.1 million from affiliated entities for the three months ended June 30, 2021 Related Party Fee Revenue (Amounts in thousands) | Fee Type | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Supervisory Fees | $300 | $200 | $500 | $500 | | Property Management Fees | $100 | $100 | $100 | $200 | [Segment Reporting](index=24&type=section&id=Segment%20Reporting) The company operates in real estate and observatory segments, with real estate reporting operating income and the observatory segment reporting an operating loss - The company has two reportable segments: real estate (ownership, management, operation of properties) and observatory (operation of Empire State Building observatories)[111](index=111&type=chunk) Segment Operating Income (Loss) (Amounts in thousands) | Segment | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Real Estate Operating Income (Loss) | $29,444 | $8,328 | $54,748 | $35,455 | | Observatory Operating Income (Loss) | $(2,960) | $(7,994) | $(9,915) | $(8,148) | [Subsequent Events](index=27&type=section&id=Subsequent%20Events) GBG USA Inc., a tenant representing 3.5% of the portfolio, filed for Chapter 11 bankruptcy, leading to a $1.6 million write-off of straight-line rent receivables - GBG USA Inc., a tenant leasing **3.5%** of the company's total portfolio rentable square feet (**3.6%** of annualized rent), filed for Chapter 11 bankruptcy on July 29, 2021[117](index=117&type=chunk)[149](index=149&type=chunk) - The company collected rent from GBG USA through June 2021 and converted a **$17.0 million** letter of credit to cash[120](index=120&type=chunk)[151](index=151&type=chunk) - A non-cash write-off of **$1.6 million** in straight-line rent receivables is expected in the third quarter due to the GBG USA bankruptcy[120](index=120&type=chunk)[151](index=151&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on financial condition, operations, COVID-19 impact, liquidity, and outlook, including non-GAAP measures [Overview](index=29&type=section&id=Overview) Q2 2021 highlights include net income of $3.4 million, Core FFO of $48.8 million, increased observatory revenue, and dividend reinstatement, reflecting confidence in NYC recovery - Net income for the three months ended June 30, 2021, was **$3.4 million**, and Core Funds From Operations (Core FFO) was **$48.8 million**[130](index=130&type=chunk) - Empire State Building Observatory revenue increased to **$8.4 million** in Q2 2021 from **$2.6 million** in Q1 2021, with net operating income of **$3.1 million**[131](index=131&type=chunk) - The company reinstated its quarterly dividend at **$0.035 per share** for Q2 2021, one quarter earlier than planned, due to confidence in the New York City recovery[132](index=132&type=chunk)[218](index=218&type=chunk) - The company signed **35 new, renewal, and expansion leases**, totaling **190,838 rentable square feet**, and collected **95%** of Q2 2021 total billings (**95%** for office, **91%** for retail)[132](index=132&type=chunk) - From January 1, 2021, through July 27, 2021, the company repurchased **$3.5 million** of common stock at a weighted average price of **$9.22 per share**[133](index=133&type=chunk) - The company's total portfolio comprises **10.1 million rentable square feet** of office and retail space, including **9.4 million square feet** of office space across 14 properties and **0.2 million square feet** of standalone retail properties[134](index=134&type=chunk) - As of June 30, 2021, the company had **$540.6 million** in cash and cash equivalents and **$850 million** undrawn capacity under its unsecured revolving credit facility[141](index=141&type=chunk) - As of June 30, 2021, the portfolio was **88.2% leased**, with **4.9%** of leases expiring in 2021 and **5.6%** in 2022[146](index=146&type=chunk) - Observatory attendance in Q2 2021 was nearly **17%** of 2019 comparable attendance, with expenses anticipated to be **$6-7 million per quarter** for the remainder of 2021[155](index=155&type=chunk)[156](index=156&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company saw a significant turnaround in net income for the three and six months ended June 30, 2021, driven by observatory revenue rebound and cost management [Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020](index=33&type=section&id=Three%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202020) Q2 2021 total revenues increased by 8.8% to $153,408 thousand, with net income improving significantly due to a 9,619.8% rise in observatory revenue Key Financial Changes (3 Months Ended June 30, 2021 vs. 2020) (Amounts in thousands) | Metric | 2021 | 2020 | Change | % Change | | :----------------------------------- | :----- | :----- | :----- | :------- | | Total Revenues | $153,408 | $141,030 | $12,378 | 8.8% | | Rental Revenue | $140,797 | $137,999 | $2,798 | 2.0% | | Observatory Revenue | $8,359 | $86 | $8,273 | 9,619.8% | | Lease Termination Fees | $3,339 | $1,033 | $2,306 | 223.2% | | Total Operating Expenses | $126,924 | $140,696 | $(13,772) | (9.8)% | | Net Income (Loss) | $4,411 | $(19,618) | $24,029 | 122.5% | - General and administrative expenses decreased by **$4,060 thousand (22.4%)** due to lower equity compensation, legal leasing costs, and severance costs[160](index=160&type=chunk)[169](index=169&type=chunk) - Real estate taxes increased by **$1,775 thousand (6.0%)** due to higher assessed values for multiple properties[160](index=160&type=chunk)[171](index=171&type=chunk) [Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020](index=36&type=section&id=Six%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202020) Total revenues decreased by 4.0% to $298,712 thousand, but net income improved significantly due to a 10.6% decrease in total operating expenses Key Financial Changes (6 Months Ended June 30, 2021 vs. 2020) (Amounts in thousands) | Metric | 2021 | 2020 | Change | % Change | | :----------------------------------- | :----- | :----- | :----- | :------- | | Total Revenues | $298,712 | $311,254 | $(12,542) | (4.0)% | | Rental Revenue | $281,028 | $286,112 | $(5,084) | (1.8)% | | Observatory Revenue | $10,962 | $19,630 | $(8,668) | (44.2)% | | Lease Termination Fees | $4,628 | $1,244 | $3,384 | 272.0% | | Total Operating Expenses | $253,879 | $283,947 | $30,068 | 10.6% | | Net Income (Loss) | $1,220 | $(11,330) | $12,550 | 110.8% | - Property operating expenses decreased by **$12,146 thousand (17.1%)** due to lower payroll, cleaning, repair, and maintenance costs, driven by lower tenant utilization[177](index=177&type=chunk)[184](index=184&type=chunk) - Interest expense increased by **$3,430 thousand (7.9%)** due to higher deferred financing cost amortization and interest from variable-to-fixed interest rate swap agreements[177](index=177&type=chunk)[191](index=191&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $540.6 million in cash and $850 million undrawn credit, with $2.1 billion in debt and compliance with all covenants - As of June 30, 2021, the company had **$540.6 million** in cash and cash equivalents and **$850 million** in undrawn capacity under its unsecured revolving credit facility[196](index=196&type=chunk)[198](index=198&type=chunk) - Total consolidated indebtedness was approximately **$2.1 billion**, with a weighted average interest rate of **3.9%** and a weighted average maturity of **7.7 years**[197](index=197&type=chunk) - The company was in compliance with all financial covenants, including a maximum total leverage of **37.6%** (required <60%) and a minimum fixed charge coverage of **2.6x** (required >1.50x)[203](index=203&type=chunk) - The company expects to incur approximately **$89.1 million** in additional capital expenditures for tenant improvements and leasing commissions under existing lease agreements[209](index=209&type=chunk) - The company reinstated its quarterly dividend at **$0.035 per share** for Q2 2021, aiming to satisfy REIT distribution requirements and avoid federal income tax liability[218](index=218&type=chunk) [Net Operating Income ("NOI")](index=46&type=section&id=Net%20Operating%20Income%20%28%22NOI%22%29) NOI, a non-GAAP measure, is used to evaluate property performance by excluding financing, depreciation, amortization, acquisition, and general and administrative expenses - NOI is a non-GAAP financial measure used to evaluate property performance, excluding costs like financing, depreciation, and general & administrative expenses[226](index=226&type=chunk) Net Operating Income (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Operating Income | $85,334 | $75,066 | $161,717 | $163,737 | [Funds from Operations ("FFO")](index=47&type=section&id=Funds%20from%20Operations%20%28%22FFO%22%29) FFO, a NAREIT-defined non-GAAP measure, is a supplemental operating performance metric for REITs, excluding non-cash items like depreciation and property sale gains/losses - FFO is a non-GAAP financial measure, defined by NAREIT, used to evaluate REIT operating performance by excluding depreciation, amortization, and gains/losses from property sales[230](index=230&type=chunk) FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | FFO Attributable to Common Stockholders | $46,840 | $34,532 | $85,703 | $86,200 | [Modified Funds From Operations ("Modified FFO")](index=49&type=section&id=Modified%20Funds%20From%20Operations%20%28%22Modified%20FFO%22%29) Modified FFO adjusts FFO by adding back the material non-cash amortization of below-market ground leases, providing a refined measure of operating performance - Modified FFO adjusts FFO by adding back the non-cash amortization of below-market ground leases, which is material to the company's overall results[231](index=231&type=chunk)[233](index=233&type=chunk) Modified FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Modified FFO Attributable to Common Stockholders | $48,798 | $36,490 | $89,619 | $90,116 | [Core Funds From Operations ("Core FFO")](index=49&type=section&id=Core%20Funds%20From%20Operations%20%28%22Core%20FFO%22%29) Core FFO further adjusts Modified FFO by excluding non-recurring items like IPO litigation, severance, and debt extinguishment losses, for a clearer performance view - Core FFO adjusts Modified FFO by adding back IPO litigation expense, severance expenses, and loss on early extinguishment of debt to exclude non-recurring items[234](index=234&type=chunk) Core FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Core FFO Attributable to Common Stockholders | $48,798 | $39,498 | $89,833 | $93,210 | [Factors That May Influence Future Results of Operations](index=49&type=section&id=Factors%20That%20May%20Influence%20Future%20Results%20of%20Operations) This section discusses key factors influencing future operating results, including the ongoing impact of COVID-19 on leasing and observatory operations, and lease expirations [Impact of COVID-19](index=49&type=section&id=Impact%20of%20COVID-19) The COVID-19 pandemic continues to impact observatory operations and leasing activity, with gradual recovery and increasing Manhattan office tour volumes - The COVID-19 pandemic continues to impact the observatory business, which is gradually recovering with a higher local visitor mix, anticipating a return to typical visitor mix (two-thirds international) in 2022[155](index=155&type=chunk)[235](index=235&type=chunk) - Leasing activity slowed due to the pandemic, but Q2 2021 saw a sustained increase in Manhattan office tour volume to about **84%** of pre-COVID-19 levels[147](index=147&type=chunk)[235](index=235&type=chunk) [Leasing](index=50&type=section&id=Leasing) The company signed 0.4 million rentable square feet of new leases, with 11.8% of the portfolio available to lease and significant expirations in 2021 and 2022 - The company signed **0.4 million rentable square feet** of new leases, expansions, and renewals during the six months ended June 30, 2021[236](index=236&type=chunk) - As of June 30, 2021, **11.8%** of the portfolio's net rentable square footage was available to lease, with **4.9%** and **5.6%** of leases expiring in 2021 and 2022, respectively[239](index=239&type=chunk) - The company anticipates increased occupancy levels and rents in the long-term following the completion of its property redevelopment and repositioning strategy[240](index=240&type=chunk) [Observatory Operations](index=51&type=section&id=Observatory%20Operations) The Empire State Building Observatory, closed in Q2 2020, fully reopened with interactive exhibits on June 16, 2021, hosting approximately 162,000 visitors in Q2 2021 - The Empire State Building Observatory, closed for Q2 2020, reopened its 86th floor observation deck on July 20, 2020, and the 102nd floor on August 24, 2020, fully reopening with interactive exhibits on June 16, 2021[241](index=241&type=chunk) - The Observatory hosted approximately **162,000 visitors** in Q2 2021, compared to **51,000** in Q1 2021 and no visitors in Q2 2020, with revenues of **$8.4 million** for Q2 2021[242](index=242&type=chunk)[243](index=243&type=chunk) [Critical Accounting Estimates](index=51&type=section&id=Critical%20Accounting%20Estimates) No material changes to critical accounting estimates were identified since the December 31, 2020 Annual Report on Form 10-K - No material changes to critical accounting estimates since the December 31, 2020 Annual Report on Form 10-K[245](index=245&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=52&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk on variable rate indebtedness, mitigated by a $265.0 million LIBOR swap agreement, with ongoing monitoring of LIBOR transition - As of June 30, 2021, floating rate debt of **$125.0 million** represented **2.2%** of total enterprise value, exposing the company to interest rate risk[247](index=247&type=chunk) - The company uses an interest rate LIBOR swap agreement with a notional value of **$265.0 million**, fixing the LIBOR rate at **2.1485%** until August 24, 2022, designated as a highly effective cash flow hedge[250](index=250&type=chunk) - A hypothetical **1% increase** in short-term interest rates would have increased interest expense by approximately **$0.6 million** for the six months ended June 30, 2021[251](index=251&type=chunk) - The company is monitoring the phasing out of LIBOR after June 30, 2023, and evaluating risks related to transitioning contracts to alternative rates, which may impact interest payments and valuations[253](index=253&type=chunk)[255](index=255&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=53&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=53&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2021 - As of June 30, 2021, the company's disclosure controls and procedures were evaluated and deemed effective by management, including the CEO and CFO[261](index=261&type=chunk) [Changes in Internal Control over Financial Reporting](index=53&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes to internal control over financial reporting were identified during the period covered by the report - No material changes to internal control over financial reporting were identified during the period ended June 30, 2021[262](index=262&type=chunk) Part II [ITEM 1. LEGAL PROCEEDINGS](index=53&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Legal proceedings are detailed in Note 8, including an arbitration award of $1.2 million related to the 2013 IPO that respondents are seeking to vacate - Legal proceedings are detailed in Note 8 to the Condensed Consolidated Financial Statements[263](index=263&type=chunk) - An arbitration panel awarded claimants approximately **$1.2 million** (inclusive of interest) in connection with the 2013 IPO and formation transactions, which respondents are seeking to vacate[77](index=77&type=chunk) [ITEM 1A. RISK FACTORS](index=53&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors have occurred since the Annual Report on Form 10-K for December 31, 2020, and the Quarterly Report on Form 10-Q for March 31, 2021 - No material changes to risk factors since the Annual Report on Form 10-K for December 31, 2020, and the Quarterly Report on Form 10-Q for March 31, 2021[264](index=264&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=53&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This item reports no unregistered sales of equity securities, and no purchases were made under the $500 million repurchase program during Q2 2021 [Recent Sales of Unregistered Securities](index=53&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) No unregistered sales of equity securities occurred during the period - No unregistered sales of equity securities occurred during the period[265](index=265&type=chunk) [Recent Purchases of Equity Securities](index=55&type=section&id=Recent%20Purchases%20of%20Equity%20Securities) ESRT's Board reauthorized a $500 million repurchase program, but no equity securities were purchased during the three months ended June 30, 2021 - ESRT's Board reauthorized a repurchase program for up to **$500 million** of common stock and operating partnership units through December 31, 2021[266](index=266&type=chunk) - No equity securities were purchased under the repurchase program during the three months ended June 30, 2021[266](index=266&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=55&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities occurred during the period - No defaults upon senior securities occurred during the period[267](index=267&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=55&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine safety disclosures are not applicable to the registrant[267](index=267&type=chunk) [ITEM 5. OTHER INFORMATION](index=55&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information is reported in this item - No other information is reported in this item[267](index=267&type=chunk) [ITEM 6. EXHIBITS](index=56&type=section&id=ITEM%206.%20EXHIBITS) This item lists exhibits filed as part of the Form 10-Q, including LTIP agreements, CEO/CFO certifications, and XBRL taxonomy documents - The exhibits include various LTIP agreements, CEO and CFO certifications (pursuant to Rule 13a-14(a)/15d-14(a) and 18 U.S.C. 1350), and XBRL taxonomy documents[268](index=268&type=chunk) [SIGNATURES](index=57&type=section&id=SIGNATURES) The report was duly signed on August 5, 2021, by Christina Chiu, EVP and CFO, and Stephen V. Horn, SVP and Chief Accounting Officer - The report was signed by Christina Chiu, Executive Vice President and Chief Financial Officer, and Stephen V. Horn, Senior Vice President, Chief Accounting Officer, on August 5, 2021[271](index=271&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 March 31, 2021 ☐ 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: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) Delaware 45-4685158 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) Delaware 45-4685158 (State or other jurisdiction of inco ...

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 | --- | --- | --- | |------------------------------------------------------------------------------|----------------------------------------------------------------- ...

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 | --- | --- | --- | |------------------------------------------------------------------------------|--------------------------------------------------------------------- ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) A REIT managing a 10.1 million sq. ft. portfolio of office and retail properties, including the Empire State Building Portfolio Overview as of December 31, 2018 | Metric | Value | | :--- | :--- | | Total Portfolio Size | 10.1 million rentable sq. ft. | | Total Properties | 14 office, 6 standalone retail | | Portfolio Occupancy | 88.8% | | Portfolio Leased (incl. signed not commenced) | 91.8% | | Manhattan Office Properties | 9 properties, 7.6 million rentable sq. ft. | | Greater NY Metro Office Properties | 5 properties, 1.8 million rentable sq. ft. | - The Empire State Building's observatories are a significant revenue source, attracting approximately **3.8 million visitors** in 2018, a slight decrease from **3.94 million** in 2017[12](index=12&type=chunk) - The company's competitive strengths include its irreplaceable Midtown Manhattan portfolio, expertise in repositioning properties, and leadership in energy efficiency retrofitting, which has reduced energy use at the Empire State Building by **45%** from pre-retrofit levels[14](index=14&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - Primary business strategies focus on vacating, redeveloping, and re-leasing space at higher rents to better credit tenants, increasing below-market rents as leases expire, and opportunistically pursuing acquisitions[22](index=22&type=chunk)[23](index=23&type=chunk)[26](index=26&type=chunk) - The company operates through two reportable segments: a Real Estate segment for all property-related activities and an Observatory segment for the 86th and 102nd-floor observatories at the Empire State Building[32](index=32&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its concentrated New York portfolio, reliance on key properties, lease expiration, and debt structure - 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[56](index=56&type=chunk) - The company relies heavily on six properties for **72.2%** of its portfolio's rental revenue, with the Empire State Building alone accounting for **31.9%** for the year ended December 31, 2018[59](index=59&type=chunk) - The Empire State Building's observatory faces increasing competition from two existing and two new observatories projected for completion in 2020, which could negatively impact visitor numbers and revenue[59](index=59&type=chunk) - Lease expiration risk is notable, with leases representing **7.2%** of the portfolio's square footage expiring in 2019 and **8.3%** in 2020[61](index=61&type=chunk) - As of December 31, 2018, the company had approximately **$1.9 billion** in total debt, exposing it to risks such as default, refinancing challenges, and restrictive covenants[86](index=86&type=chunk) - Tax protection agreements with the Malkin Group and another investor could limit the company's ability to sell four specified properties or reduce certain indebtedness without incurring tax indemnification obligations[99](index=99&type=chunk) [Item 1B. Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As of December 31, 2018, the company reported no unresolved comments from the SEC staff - The company had no unresolved comments with the SEC staff as of the end of the fiscal year[211](index=211&type=chunk) Part II [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) The company's 10.1 million sq. ft. portfolio, 88.8% occupied, comprises 14 office and 6 retail properties, undergoing active redevelopment Portfolio Summary by Segment (as of Dec 31, 2018) | Segment | Rentable Square Feet | Percent Occupied | Annualized Rent (in millions) | | :--- | :--- | :--- | :--- | | Manhattan Office Properties | 8,076,058 | 88.9% | $450.6 | | Greater NY Metro Office Properties | 1,847,033 | 87.6% | $66.1 | | Standalone Retail Properties | 205,748 | 94.4% | $18.8 | | **Portfolio Total** | **10,128,839** | **88.8%** | **$535.5** | - The tenant base is diversified by industry, with Consumer Goods (**21.8%**), Retail (**17.1%**), and Finance, Insurance, Real Estate (**16.1%**) being the largest sectors by annualized rent[218](index=218&type=chunk) - The five largest tenants (Global Brands Group, LinkedIn, Coty Inc., PVH Corp., and Sephora) represent approximately **27.7%** of the portfolio's occupied square footage and **19.7%** of its annualized rent[218](index=218&type=chunk) - The company has invested approximately **$865.7 million** in its Manhattan office properties' redevelopment and repositioning program from 2002 through December 31, 2018[234](index=234&type=chunk) - A multi-year capital project at the Empire State Building began in 2017 with a total anticipated investment of approximately **$163 million** to enhance the visitor experience and improve tenant access, with the first phase completed in August 2018[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) [Item 3. Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) The company is defending an ongoing arbitration claim from former investors alleging breach of fiduciary duty related to its IPO - The company is defending an arbitration claim from 12 former investors of Empire State Building Associates L.L.C. alleging breach of fiduciary duty in connection with the IPO, which the company believes is without merit[588](index=588&type=chunk)[589](index=589&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[243](index=243&type=chunk) [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 OP units are listed on NYSE Arca, with regular quarterly distributions and an equity incentive plan - The company's traded OP units (Series ES, 60, and 250) are listed on the NYSE Arca under the symbols ESBA, OGCP, and FISK, respectively[246](index=246&type=chunk) - The company has a 2013 Equity Incentive Plan authorizing up to **12.2 million shares** for awards, with **4,323,054** securities remaining available for future issuance as of December 31, 2018[250](index=250&type=chunk)[253](index=253&type=chunk) [Item 6. Selected Financial Data](index=49&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of the company's key financial data, including revenues, income, assets, and debt Selected Financial Data (2017-2018) | Metric (in thousands) | 2018 | 2017 | | :--- | :--- | :--- | | Total revenues | $731,511 | $709,526 | | Operating income | $190,857 | $192,903 | | Net income | $117,253 | $118,253 | | Total assets | $4,195,780 | $3,931,347 | | Total Debt | $1,918,933 | $1,688,721 | | FFO attributable to common stockholders | $282,609 | $276,491 | [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) This section analyzes 2018 financial performance, highlighting revenue growth, liquidity, debt structure, and ongoing redevelopment initiatives - Key achievements in 2018 included achieving Core FFO of **$290.4 million**, signing **1 million square feet** of leases with a **19.8%** mark-to-market rent increase, and opening the new Observatory entrance at the Empire State Building[266](index=266&type=chunk)[268](index=268&type=chunk)[271](index=271&type=chunk) Comparison of Operations: 2018 vs. 2017 (in thousands) | Line Item | 2018 | 2017 | Change % | | :--- | :--- | :--- | :--- | | Total Revenues | $731,511 | $709,526 | 3.1% | | Observatory Revenue | $131,227 | $127,118 | 3.2% | | Lease Termination Fees | $20,847 | $13,551 | 53.8% | | Total Operating Expenses | $540,654 | $516,623 | 4.7% | | Operating Income | $190,857 | $192,903 | (1.1)% | | Net Income | $117,253 | $118,253 | (0.8)% | - As of December 31, 2018, the company had a strong liquidity position with **$605.0 million** in cash and short-term investments and **$1.1 billion** available under its unsecured revolving credit facility[329](index=329&type=chunk) - Total consolidated debt was approximately **$1.9 billion** with a weighted average interest rate of **3.84%** and a weighted average maturity of **8.1 years**, with **100%** of the debt being fixed-rate[331](index=331&type=chunk) FFO Reconciliation (in thousands) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Net income | $117,253 | $118,253 | | FFO | $282,609 | $276,491 | | Modified FFO | $290,440 | $284,322 | | Core FFO | $290,440 | $286,925 | [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, actively managed through hedging instruments, with no variable-rate debt exposure - The principal market risk is interest rate risk, and as of December 31, 2018, the company had no variable rate debt outstanding, as its **$265.0 million** unsecured term loan was fixed via an interest rate swap[399](index=399&type=chunk)[415](index=415&type=chunk) - The company utilized interest rate LIBOR swap agreements with an aggregate notional value of **$515.0 million** to fix interest rates on existing and anticipated debt[416](index=416&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's audited consolidated financial statements and supplementary data by reference - The company's financial statements are incorporated by reference and begin on page F-1 of the report[419](index=419&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 accounting and financial disclosure - None reported[420](index=420&type=chunk) [Item 9A. Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that disclosure controls and procedures were effective as of the end of the period[423](index=423&type=chunk) - The company's management concluded that its internal control over financial reporting was effective as of December 31, 2018, based on the COSO criteria[425](index=425&type=chunk) - The independent auditor, Ernst & Young LLP, issued an unqualified opinion, stating that the company maintained effective internal control over financial reporting as of December 31, 2018[426](index=426&type=chunk) [Item 9B. Other Information](index=75&type=section&id=Item%209B.%20Other%20Information) The company reported no other information for this item - None[433](index=433&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=75&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's 2019 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[435](index=435&type=chunk) [Item 11. Executive Compensation](index=75&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's 2019 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[436](index=436&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=75&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's 2019 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[436](index=436&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=75&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's 2019 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[438](index=438&type=chunk) [Item 14. Principal Accounting Fees and Services](index=75&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's 2019 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the ESRT Proxy Statement[439](index=439&type=chunk) Part IV [Item 15. Exhibits, Financial Statements and Schedules](index=75&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statements%20and%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K - This section lists all documents filed as part of the report, including financial statements, schedules for Valuation and Qualifying Accounts and Real Estate and Accumulated Depreciation, and various material contracts and agreements[441](index=441&type=chunk)[442](index=442&type=chunk)[443](index=443&type=chunk) [Item 16. Form 10-K Summary](index=78&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company did not provide a summary for this item - None[448](index=448&type=chunk)