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, 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) (State or other jurisdiction of incorporation or organiz ...

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) (State or other jurisdiction of incorporation o ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the Quarterly Period Ended June 30, 2021 Washington, D.C. 20549 FORM 10-Q ☐ 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) (State or other jurisdiction of incorporation or org ...

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) (State or other jurisdiction of incorporation or or ...

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 | Title of Each Class | Trading Symbol | Exchange on which traded | | --- | --- | --- | | Series ES operating partnership units | ESBA | NYSE Arca, Inc. | | Series 60 operati ...

[Part I. Financial Information](index=2&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements for Empire State Realty OP, L.P. as of September 30, 2020, and for the three and nine months then ended [Item 1. Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, Comprehensive Income, Capital, and Cash Flows, along with detailed Notes, reflecting the significant negative impact of the COVID-19 pandemic [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$4.01 billion** as of September 30, 2020, from **$3.93 billion** at year-end 2019, primarily due to a rise in cash and cash equivalents, while total liabilities also increased to **$2.27 billion** from **$1.98 billion**, leading to a decrease in total capital from **$1.95 billion** to **$1.74 billion** Condensed Consolidated Balance Sheet Highlights (in thousands) | | Sep 30, 2020 (unaudited) | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Commercial real estate properties, net | $2,207,149 | $2,246,899 | | Cash and cash equivalents | $373,088 | $233,946 | | Total assets | $4,010,714 | $3,931,834 | | **Liabilities & Capital** | | | | Mortgage notes payable, net | $603,178 | $605,542 | | Senior unsecured notes, net | $973,106 | $798,392 | | Total liabilities | $2,266,899 | $1,983,921 | | Total capital | $1,743,815 | $1,947,913 | | Total liabilities and capital | $4,010,714 | $3,931,834 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net loss of **$12.3 million** for Q3 2020, a sharp reversal from a net income of **$26.8 million** in Q3 2019, with the decline primarily driven by an **88% drop** in observatory revenue and lower rental revenue due to the COVID-19 pandemic Statement of Operations Highlights (in thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $146,575 | $192,873 | $457,829 | $536,410 | | - Rental revenue | $139,909 | $150,225 | $426,021 | $434,713 | | - Observatory revenue | $4,419 | $37,575 | $24,049 | $91,039 | | Total operating income | $11,928 | $45,279 | $39,235 | $107,594 | | Net income (loss) | $(12,269) | $26,784 | $(23,599) | $55,570 | | Net income (loss) attributable to common unitholders | $(13,319) | $26,550 | $(26,746) | $54,868 | | Basic EPS | $(0.05) | $0.09 | $(0.10) | $0.18 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2020, net cash from operating activities decreased to **$163.6 million** from **$198.4 million** in the prior-year period, while net cash used in investing activities was **$113.4 million**, a significant shift from **$210.3 million** provided by investing activities in 2019, and net cash from financing activities was **$106.2 million**, driven by new debt proceeds, compared to cash used of **$349.2 million** in 2019 Cash Flow Summary (in thousands) | | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $163,553 | $198,373 | | Net cash (used in) provided by investing activities | $(113,354) | $210,332 | | Net cash provided by (used in) financing activities | $106,157 | $(349,199) | | **Net increase in cash and cash equivalents and restricted cash** | **$156,356** | **$59,506** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed information supporting the financial statements, including a description of the company's **10.1 million sq. ft.** portfolio, the significant impact of COVID-19 on the Observatory business which led to a goodwill impairment test, details on new debt financing, lease revenue composition, and segment performance showing a loss in the Observatory segment versus income in the Real Estate segment - As of September 30, 2020, the company's portfolio contained **10.1 million rentable square feet** of office and retail space, primarily in Manhattan and the greater New York metropolitan area[29](index=29&type=chunk) - Due to the COVID-19 pandemic, the Empire State Building Observatory was closed on March 16, 2020, and reopened on July 20, 2020, which triggered a goodwill impairment test for the Observatory reporting unit, determining its fair value exceeded its carrying value by less than **5.0%**[50](index=50&type=chunk) - In March 2020, the company issued **$175 million** of new senior unsecured notes (Series G and H) and entered into a new **$175 million** senior unsecured term loan facility[62](index=62&type=chunk)[67](index=67&type=chunk) Future Minimum Lease Payments (as of Sep 30, 2020, in thousands) | Year | Amount | | :--- | :--- | | Remainder of 2020 | $126,997 | | 2021 | $502,160 | | 2022 | $484,131 | | 2023 | $459,992 | | 2024 | $423,039 | | Thereafter | $2,139,096 | | **Total** | **$4,135,415** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the significant negative impact of the COVID-19 pandemic on operations, particularly the Observatory, which saw an **88% revenue decline** in Q3 2020, resulting in a net loss of **$13.3 million** for the quarter, despite maintaining strong liquidity of **$1.5 billion** and improving rent collections to **94%** of total Q3 billings [Overview and Recent Developments](index=37&type=section&id=Overview%20and%20Recent%20Developments) For Q3 2020, the company incurred a net loss of **$13.3 million** but achieved Core FFO of **$34.9 million**, maintaining a strong liquidity position of **$1.5 billion**, repurchasing **$19.5 million** in common stock, signing **247,449 rentable square feet** of leases, and collecting **94%** of total Q3 billings - The company maintains a strong liquidity position of **$1.5 billion** as of September 30, 2020, consisting of **$373.0 million** in cash and **$1.1 billion** available under its revolving credit facility, with no debt maturity until 2024[145](index=145&type=chunk) - In Q3 and through October 30, 2020, the company repurchased **$19.5 million** of its common stock, bringing the year-to-date total to **$134.1 million**[145](index=145&type=chunk) - For Q3 2020, the company signed **18 new, renewal, and expansion leases**, totaling **247,449 rentable square feet**[145](index=145&type=chunk) [Impact of COVID-19](index=38&type=section&id=Impact%20of%20COVID-19) The COVID-19 pandemic has severely impacted operations, leading the company to bolster liquidity by raising **$300 million** and initially drawing on its credit facility, closing the Observatory from March 16 to July 20, which led to a **60% reduction** in its operating expense run-rate, while rent collections steadily improved to **94%** for Q3 2020, alongside broad cost reduction measures Rent Collections as of October 30, 2020 | Collections as of October 30, 2020 | Second Quarter 2020 | Third Quarter 2020 | October 2020 | | :--- | :--- | :--- | :--- | | Total billings collected | 85% | 94% | 93% | | Rent deferrals | 4% | —% | —% | | Security deposits collected | 8% | 1% | —% | | Uncollected - covered by security deposit | 1% | 2% | 3% | | Uncollected | 2% | 3% | 4% | | **Total** | **100%** | **100%** | **100%** | - The Empire State Building Observatory closed on March 16, 2020, and reopened on July 20, 2020, during which the annualized operating expense run-rate was reduced by **60%** from **$35 million** to approximately **$14 million**[160](index=160&type=chunk) - The company has undertaken significant cost reductions, including cuts to NEO compensation, corporate overhead, and a **$24 million reduction** in planned 2020 capital expenditures[164](index=164&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For Q3 2020 compared to Q3 2019, total revenues fell **24.0%** to **$146.6 million**, primarily due to an **88.2% drop** in Observatory revenue, resulting in a net loss of **$12.3 million** versus a **$26.8 million** net income in the prior year, and for the nine-month period, revenues fell **14.6%** with a net loss of **$23.6 million** compared to a **$55.6 million** net income in 2019 Comparison of Three Months Ended September 30, 2020 and 2019 (in thousands) | | 2020 | 2019 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $146,575 | $192,873 | $(46,298) | (24.0)% | | - Observatory revenue | $4,419 | $37,575 | $(33,156) | (88.2)% | | Total operating expenses | $134,647 | $147,594 | $12,947 | 8.8% | | Net income (loss) | $(12,269) | $26,784 | $(39,053) | (145.8)% | Comparison of Nine Months Ended September 30, 2020 and 2019 (in thousands) | | 2020 | 2019 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $457,829 | $536,410 | $(78,581) | (14.6)% | | - Observatory revenue | $24,049 | $91,039 | $(66,990) | (73.6)% | | Total operating expenses | $418,594 | $428,816 | $10,222 | 2.4% | | Net income (loss) | $(23,599) | $55,570 | $(79,169) | (142.5)% | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$373.1 million** in cash and **$1.1 billion** available under its unsecured revolving credit facility as of September 30, 2020, with total debt of approximately **$2.0 billion** at a weighted average interest rate of **4.0%** and no maturities until 2024, while also suspending its Q3 and Q4 dividends to preserve capital - As of September 30, 2020, the company had **$373.1 million** in cash and **$1.1 billion** available under its unsecured revolving credit facility[206](index=206&type=chunk) - Total consolidated debt was approximately **$2.0 billion**, with a weighted average interest rate of **4.0%** and a weighted average maturity of **8.3 years**, with no debt maturing until 2024[208](index=208&type=chunk) - The company suspended its third and fourth quarter 2020 dividends for common stock and operating partnership units, citing that it was not the highest and best use of the balance sheet at the time[240](index=240&type=chunk) Financial Covenant Compliance as of September 30, 2020 | Financial covenant | Required | September 30, 2020 | In Compliance | | :--- | :--- | :--- | :--- | | Maximum total leverage | < 60% | 33.2% | Yes | | Maximum secured debt | < 40% | 10.2% | Yes | | Minimum fixed charge coverage | > 1.50x | 2.8x | Yes | | Minimum unencumbered interest coverage | > 1.75x | 5.2x | Yes | | Maximum unsecured leverage | < 60% | 28.2% | Yes | [Non-GAAP Financial Measures (NOI & FFO)](index=53&type=section&id=Non-GAAP%20Financial%20Measures%20%28NOI%20%26%20FFO%29) This section provides reconciliations for non-GAAP measures, with Net Operating Income (NOI) for Q3 2020 at **$72.2 million**, down from **$103.7 million** in Q3 2019, and Core Funds From Operations (Core FFO) for Q3 2020 at **$34.9 million**, compared to **$71.8 million** in the prior-year quarter, reflecting significant operational challenges during the pandemic Reconciliation of Net Income to NOI (in thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(12,269) | $26,784 | $(23,599) | $55,570 | | **Net operating income** | **$72,154** | **$103,656** | **$235,891** | **$286,263** | Reconciliation of Net Income to FFO and Core FFO (in thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(12,269) | $26,784 | $(23,599) | $55,570 | | FFO attributable to common stockholders | $30,969 | $69,853 | $117,169 | $187,085 | | Modified FFO attributable to common stockholders | $32,926 | $71,810 | $123,042 | $192,958 | | **Core FFO attributable to common stockholders** | **$34,896** | **$71,810** | **$128,106** | **$192,958** | [Factors That May Influence Future Results](index=57&type=section&id=Factors%20That%20May%20Influence%20Future%20Results) Future results will be heavily influenced by the ongoing COVID-19 pandemic, with key factors including slowed leasing activity and the performance of the Observatory, which depends on the recovery of tourism, as **10.3%** of the portfolio was available to lease as of September 30, 2020, with an additional **2.6%** expiring in 2020 and **6.2%** in 2021 - As of September 30, 2020, approximately **1.0 million square feet (10.3%)** of the portfolio was available for lease, with leases representing **2.6%** of net rentable square footage expiring in the remainder of 2020, and **6.2%** expiring in 2021[263](index=263&type=chunk) - The Observatory hosted approximately **30,000 visitors** in Q3 2020, a **97.1% decrease** from **1,042,000 visitors** in Q3 2019, with a full recovery dependent on the return of national and international travel[267](index=267&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk on its variable-rate debt, which was **$125.0 million** as of September 30, 2020, mitigated by hedging instruments like an interest rate LIBOR swap of **$265.0 million** fixing the rate at **2.1485%** until August 2022, with a hypothetical **1% increase** in short-term rates increasing interest expense by approximately **$1.3 million** for the nine months ended September 30, 2020 - The company's primary market risk is interest rate risk, with floating-rate debt of **$125.0 million** representing **3.3%** of total enterprise value as of September 30, 2020[273](index=273&type=chunk) - An interest rate LIBOR swap with a notional value of **$265.0 million** is in place to fix the interest rate at **2.1485%** through August 2022[276](index=276&type=chunk) - A hypothetical **1% increase** in short-term interest rates would have increased interest expense by approximately **$1.3 million** for the nine months ended September 30, 2020[277](index=277&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2020, with no material changes to the company's internal control over financial reporting identified during the quarter - The CEO and CFO concluded that as of September 30, 2020, the company's disclosure controls and procedures were effective[282](index=282&type=chunk) - No material changes to internal control over financial reporting were identified during the period[283](index=283&type=chunk) [Part II. Other Information](index=61&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=61&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company discloses an update on an arbitration case filed by former investors in Empire State Building Associates L.L.C., where on August 26, 2020, the arbitration panel denied most claims but awarded the claimants approximately **$1.2 million**, which the company believes is without merit and is considering its next steps - In a long-standing arbitration with former investors, a panel awarded the claimants approximately **$1.2 million** on August 26, 2020, which the company believes is without merit and is exploring its options[88](index=88&type=chunk)[89](index=89&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=ITEM%201A.%20RISK%20FACTORS) The primary risk factor discussed is the ongoing COVID-19 pandemic, which has had serious adverse effects on the business, particularly the Observatory, which was closed for four months and continues to see low visitor volume, impacting tenants' ability to pay rent, and posing challenges to human capital management and potential claims related to health and safety measures - The COVID-19 pandemic has had serious adverse effects, including the closure of the Observatory from March 16 to July 20, 2020, and continued low visitor volume due to travel restrictions[286](index=286&type=chunk) - The pandemic has adversely impacted tenants' ability to pay rent, resulting in lower collection percentages and requests for rent deferral or abatement[287](index=287&type=chunk) - Potential future impacts include prolonged reduction in business vitality, decreased demand for office space due to remote work acceptance, and impairment of the company's ability to refinance debt or pay dividends[290](index=290&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reports no unregistered sales of equity securities and provides details on its stock repurchase program, which is authorized for up to **$500 million** through December 31, 2020, with over **1.1 million shares** repurchased for approximately **$7.3 million** in Q3 2020 Equity Repurchases (Q3 2020 and October 2020) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Approximate Dollar Value Available for Future Purchase (in thousands) | | :--- | :--- | :--- | :--- | | July 2020 | 656,318 | $6.72 | $380,982 | | August 2020 | — | $— | $380,982 | | September 2020 | 477,620 | $6.14 | $378,050 | | October 2020 | 1,952,013 | $6.21 | $365,934 | [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) None reported - The company reported no defaults upon senior securities[294](index=294&type=chunk) [Item 6. Exhibits](index=64&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications pursuant to the Sarbanes-Oxley Act of 2002 and XBRL data files

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported a net loss of $19.6 million for Q2 2020, primarily due to COVID-19 closures, with total assets increasing to $4.55 billion from new debt issuances [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$4.55 billion** by June 30, 2020, primarily due to a significant rise in cash and cash equivalents, while total liabilities also substantially increased to **$2.79 billion** from new debt issuances Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Commercial real estate properties, net | $2,213,503 | $2,246,899 | | Cash and cash equivalents | $872,970 | $233,946 | | Total assets | $4,550,395 | $3,931,834 | | **Liabilities & Capital** | | | | Mortgage notes payable, net | $603,974 | $605,542 | | Senior unsecured notes, net | $973,053 | $798,392 | | Unsecured revolving credit facility, net | $546,778 | $— | | Total liabilities | $2,794,357 | $1,983,921 | | Total capital | $1,756,038 | $1,947,913 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a **net loss of $19.6 million** for Q2 2020, a significant decline from prior year's net income, primarily due to a **99.7% collapse in Observatory revenue** caused by COVID-19 closures Statement of Operations Summary (in thousands) | Metric | Q2 2020 | Q2 2019 | YTD 2020 | YTD 2019 | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $137,999 | $141,071 | $286,112 | $284,488 | | Observatory revenue | $86 | $32,895 | $19,630 | $53,464 | | **Total revenues** | **$141,030** | **$176,244** | **$311,254** | **$343,537** | | Total operating expenses | $140,696 | $140,005 | $283,947 | $281,222 | | Operating income | $334 | $36,239 | $27,307 | $62,315 | | **Net income (loss)** | **($19,618)** | **$18,930** | **($11,330)** | **$28,786** | | Basic EPS | ($0.07) | $0.06 | ($0.05) | $0.09 | - An impairment charge of **$4.1 million** was recorded in Q2 2020, with no similar charge in 2019[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to **$74.4 million** for the six months ended June 30, 2020, while financing activities provided a substantial **$665.5 million** inflow from new debt, resulting in a **$660.3 million** net increase in cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $74,423 | $89,280 | | Net cash (used in) provided by investing activities | ($79,713) | $119,352 | | Net cash provided by (used in) financing activities | $665,541 | ($66,067) | | **Net increase in cash and cash equivalents** | **$660,251** | **$142,565** | | Cash and cash equivalents at end of period | $931,848 | $413,378 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's **10.1 million rentable square feet portfolio**, a goodwill impairment test on the Observatory segment, and significant debt increases in March 2020 to bolster liquidity, alongside common stock repurchases - The company's portfolio as of June 30, 2020, contained **10.1 million rentable square feet** of office and retail space[29](index=29&type=chunk) - Due to the extended closure of the Observatory, a goodwill impairment test indicated its fair value exceeded carrying value by **less than 5.0%**, signaling future impairment risk[50](index=50&type=chunk) - In March 2020, the company issued **$175 million** in new senior unsecured notes and entered new credit facilities to significantly enhance liquidity[58](index=58&type=chunk)[61](index=61&type=chunk)[66](index=66&type=chunk) Segment Operating Results - Q2 2020 (in thousands) | Segment | Total Revenues | Total Operating Expenses | Operating Income (Loss) | Net Income (Loss) | | :--- | :--- | :--- | :--- | :--- | | Real Estate | $144,997 | $136,669 | $8,328 | ($14,428) | | Observatory | $86 | $8,080 | ($7,994) | ($5,190) | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=36&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the severe impact of COVID-19, leading to the Observatory's closure and revenue drop, while the company bolstered liquidity to **$1.4 billion**, achieved **84% rent collection**, implemented cost reductions, and reported **Core FFO of $39.5 million** [Overview and Highlights](index=37&type=section&id=Overview%20and%20Highlights) Q2 2020 highlights include a **net loss of $20.7 million**, **Core FFO of $39.5 million**, strengthened liquidity to **$1.4 billion**, **$52 million** in stock repurchases, and **84%** rent collection, with the Observatory closed for the quarter - Key Q2 2020 highlights include a strong liquidity position of **$1.4 billion**, the repurchase of **$52 million** in common stock, and **84%** collection of total billings[141](index=141&type=chunk) - The Empire State Building Observatory was closed for the entire second quarter and reopened on **July 20, 2020**[141](index=141&type=chunk)[143](index=143&type=chunk) Empire State Building Revenue Mix - Six Months Ended June 30 (dollars in thousands) | Revenue Source | 2020 | % of Total | 2019 | % of Total | | :--- | :--- | :--- | :--- | :--- | | Office leases | $74,907 | 62.4% | $71,337 | 47.4% | | Observatory operations | $19,630 | 16.3% | $53,464 | 35.6% | | Broadcasting licenses and leases | $9,596 | 8.0% | $7,457 | 5.0% | | Other | $16,058 | 13.3% | $18,131 | 12.0% | | **Total** | **$120,091** | **100.0%** | **$150,389** | **100.0%** | [Impact of COVID-19](index=38&type=section&id=Impact%20of%20COVID-19) In response to COVID-19, the company enhanced liquidity by raising **$300 million** and drawing **$550 million** from its credit facility, resulting in **$0.9 billion** cash, while implementing significant cost reductions and achieving **91.3%** rent collection by July 2020 - To ensure liquidity during the pandemic, the company raised **$300 million** in net proceeds and drew down **$550 million** from its revolving credit facility in March 2020, holding **$0.9 billion** in cash[148](index=148&type=chunk) Rent Collection Percentages as of July 31, 2020 | Month | Total Billings Collected | | :--- | :--- | | April | 86.2% | | May | 83.2% | | June | 83.1% | | July | 91.3% | - While the Observatory was closed, its annualized operating expense run-rate was reduced by **60%**, from **$35 million** to approximately **$14 million**[158](index=158&type=chunk) - The company implemented significant expense reductions, including cuts to NEO compensation, a **$12 million** one-time saving in 2H 2020 property operating expenses, and a **$24 million** reduction in planned 2020 capital expenditures[163](index=163&type=chunk)[165](index=165&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For Q2 2020, total revenues fell **20.0%** to **$141.0 million** due to a **99.7%** drop in observatory revenue, leading to a **net loss of $19.6 million** despite a **26.0%** decrease in property operating expenses - Q2 2020 total revenues decreased by **20.0%** primarily due to the near-complete loss of Observatory revenue, while property operating expenses decreased by **26.0%** (**$10.5 million**) due to cost-saving measures[166](index=166&type=chunk)[173](index=173&type=chunk) - Year-to-date 2020 total revenues decreased by **9.4%** (**$32.3 million**), while general and administrative expenses increased by **13.6%** (**$4.1 million**) mainly due to severance costs[184](index=184&type=chunk)[194](index=194&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2020, the company maintained a strong liquidity position with **$873.0 million** in cash and **$550.0 million** available credit, with total debt at approximately **$2.5 billion** and compliance with all financial covenants - As of June 30, 2020, the company had **$873.0 million** in cash and cash equivalents and an additional **$550.0 million** available under its unsecured revolving credit facility[206](index=206&type=chunk) - Total consolidated debt was approximately **$2.5 billion**, with a weighted average interest rate of **3.41%** and a weighted average maturity of **6.9 years**[146](index=146&type=chunk)[208](index=208&type=chunk) - The company was in compliance with all financial covenants as of June 30, 2020, including a total leverage ratio of **34.2%** against a required maximum of **60%**[225](index=225&type=chunk) [Non-GAAP Financial Measures](index=54&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like NOI, FFO, and Core FFO to evaluate performance, reporting **Q2 2020 NOI of $75.1 million**, **FFO of $30.4 million**, and **Core FFO of $39.5 million** Reconciliation of Net Income to FFO and Core FFO (in thousands) | Metric | Q2 2020 | Q2 2019 | YTD 2020 | YTD 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | ($19,618) | $18,930 | ($11,330) | $28,786 | | FFO attributable to common stockholders | $30,431 | $62,518 | $82,099 | $117,232 | | Modified FFO attributable to common stockholders | $32,389 | $64,476 | $86,015 | $121,148 | | **Core FFO attributable to common stockholders** | **$39,498** | **$64,476** | **$93,210** | **$121,148** | [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk on its **$675.0 million** variable-rate debt, mitigated by an interest rate swap, where a **1%** rate increase would raise interest expense by approximately **$6.8 million** - The principal market risk is interest rate risk on **$675.0 million** of floating-rate debt, where a **1%** increase in short-term rates would have increased interest expense by approximately **$6.8 million** for the first half of 2020[267](index=267&type=chunk)[271](index=271&type=chunk) - The company utilizes an interest rate swap with a notional value of **$265.0 million** to fix the LIBOR rate at **2.1485%** through August 2022[270](index=270&type=chunk) [Controls and Procedures](index=60&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal control over financial reporting during the quarter - As of June 30, 2020, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[276](index=276&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter[277](index=277&type=chunk) [PART II. OTHER INFORMATION](index=61&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Risk Factors](index=61&type=section&id=ITEM%201A.%20RISK%20FACTORS) The primary update to risk factors highlights the serious adverse effects of the COVID-19 pandemic on business, particularly the Observatory's closure, heightened tenant default risks, and potential long-term impacts on demand for office and retail space - The COVID-19 pandemic has had, and is expected to continue to have, serious adverse effects on business, operations, and financial condition[280](index=280&type=chunk) - The closure and subsequent reduced capacity of the Observatory, which relies on tourism, has discontinued a major revenue stream[281](index=281&type=chunk) - There is a heightened risk of tenants requesting rent deferrals or abatements, defaulting on leases, or declaring bankruptcy, which would materially reduce revenue[282](index=282&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company continued its stock repurchase program, authorized up to **$500 million**, repurchasing **6,499,834 shares** for approximately **$52.0 million** in Q2 2020 and an additional **656,318 shares** for **$4.4 million** in July Summary of Equity Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2020 | 2,345,129 | $8.66 | | May 2020 | 3,913,709 | $7.66 | | June 2020 | 240,996 | $6.90 | | July 2020 | 656,318 | $6.72 | [Other Information](index=63&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Following the 2020 Annual Meeting, the company confirmed it will continue to hold an annual advisory stockholder vote on executive compensation, as favored by **98.5%** of votes cast - The company will continue to hold an annual advisory stockholder vote on executive compensation[289](index=289&type=chunk)

For the Quarterly Period Ended March 31, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36106 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 transition period from to (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | Title of Securities ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Empire State Realty OP, L.P. is a REIT managing 10.1 million sq. ft. of NYC properties, with the Empire State Building as a key asset Portfolio Overview as of December 31, 2019 | Metric | Value | | :--- | :--- | | Total Rentable Square Feet | 10.1 million | | Total Occupancy | 88.6% | | Total Leased (incl. signed not commenced) | 91.2% | | Number of Office Properties | 14 | | Office Space | 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 are a key revenue driver, attracting approximately **3.5 million visitors in 2019**, a decrease from **3.8 million in 2018**[13](index=13&type=chunk) - The company highlights competitive strengths including its irreplaceable Midtown Manhattan portfolio, expertise in property repositioning, leadership in energy efficiency retrofitting, and a strong balance sheet with **low leverage (25.2% consolidated net debt to enterprise value)**[15](index=15&type=chunk)[17](index=17&type=chunk)[20](index=20&type=chunk) - Key growth strategies include capturing embedded growth from below-market leases (**7.4% of Manhattan office leases expiring in 2020**), completing portfolio redevelopment, and opportunistically pursuing acquisitions[20](index=20&type=chunk)[23](index=23&type=chunk) - The business is divided into 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[25](index=25&type=chunk) - The observatory business experiences seasonality, with the second and third quarters being the strongest, generating approximately **26-28%** and **31-33%** of annual observatory revenue, respectively[45](index=45&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from NYC property concentration, observatory competition, key asset reliance, indebtedness, and tax/governance - All properties are located in Manhattan and the greater New York metropolitan area, exposing the company to greater economic risks than a geographically diverse portfolio[52](index=52&type=chunk)[53](index=53&type=chunk) - Six properties, including the Empire State Building, accounted for approximately **73.1%** of the portfolio's rental revenues for the year ended December 31, 2019[59](index=59&type=chunk) - The observatory operations face increasing competition from new and existing observatories in New York City, which could negatively impact revenue, with new observatories projected to open in Q1 2020 and by year-end 2021[60](index=60&type=chunk)[61](index=61&type=chunk) - The five largest tenants represented approximately **17.1%** of the total portfolio's annualized rent as of December 31, 2019[71](index=71&type=chunk) - Tax protection agreements with the Malkin Group and another investor could limit the ability to sell four specified properties or reduce certain indebtedness levels without incurring tax indemnification obligations[109](index=109&type=chunk)[140](index=140&type=chunk) - As of December 31, 2019, Anthony E. Malkin and the Malkin Group held approximately **17.6%** of the voting power of ESRT's outstanding common stock, giving them significant influence over company matters[152](index=152&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 SEC staff comments - The company states that it did not have any unresolved comments from the SEC staff as of December 31, 2019[193](index=193&type=chunk) [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) As of December 31, 2019, the company's 10.1 million sq. ft. portfolio was 88.6% occupied, generating $554.8 million annualized rent Portfolio Summary (December 31, 2019) | Metric | Value | | :--- | :--- | | Total Properties | 20 (14 office, 6 retail) | | Total Rentable Square Feet | 10,138,057 | | Percent Occupied | 88.6% | | Percent Leased (incl. SLNC) | 91.2% | | Annualized Rent | $554.8 million | Top 5 Tenants by Annualized Rent (December 31, 2019) | Tenant | % of Portfolio Annualized Rent | | :--- | :--- | | Global Brands Group | 6.6% | | LinkedIn | 3.3% | | Coty Inc. | 3.2% | | PVH Corp. | 2.1% | | Sephora | 1.9% | - For new and renewal leases in the Manhattan office portfolio in 2019, the company achieved a **20.4% increase in mark-to-market rent**, with the weighted average rent increasing from **$54.72 to $65.91 per square foot**[209](index=209&type=chunk) - The company has invested approximately **$918.6 million** (excluding TI and leasing commissions) in its Manhattan office properties' redevelopment and repositioning program since gaining full management control through 2006[220](index=220&type=chunk) - A multi-year capital project to enhance the Empire State Building's observatory experience was completed in Q4 2019, with total expenditures of **$155.4 million** through December 31, 2019[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) [Item 3. Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) The company is in arbitration with former investors alleging breach of fiduciary duty related to its IPO, claims it believes are without merit - The company is engaged in an arbitration proceeding filed by 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 are without merit[580](index=580&type=chunk)[581](index=581&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[229](index=229&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholders%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's OP units are listed on NYSE Arca, with regular distributions planned, and a 4.6 million unit exchange offer completed in 2019 - The company's traded operating partnership units are listed on the NYSE Arca under the symbols "ESBA," "OGCP," and "FISK"[232](index=232&type=chunk) - In December 2019, the company issued **4,610,383 Series 2019 Private Perpetual Preferred Units** in a tax-exempt exchange for an equal number of existing OP Units[241](index=241&type=chunk) - The 2019 Equity Incentive Plan authorizes approximately **11.0 million shares** of common stock for issuance as equity awards[236](index=236&type=chunk) [Item 6. Selected Financial Data](index=49&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected financial data shows stable revenues around **$731 million**, 2019 net income at **$82.5 million**, total assets at **$3.9 billion**, and debt around **$1.7 billion** Selected Financial Data (2015-2019) (in thousands) | (in thousands) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $731,343 | $731,511 | $709,526 | $677,353 | $657,534 | | **Operating income** | $154,706 | $190,857 | $192,903 | $183,896 | $151,269 | | **Net income attributable to common unitholders** | $82,547 | $116,317 | $117,317 | $106,314 | $78,992 | | **Total assets** | $3,931,834 | $4,195,780 | $3,931,347 | $3,890,953 | $3,300,650 | | **Debt** | $1,668,574 | $1,918,933 | $1,688,721 | $1,612,331 | $1,632,416 | | **FFO attributable to common stockholders** | $260,062 | $282,609 | $276,491 | $260,519 | $249,924 | [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 2019, net income was **$82.5 million** and Core FFO **$267.9 million**, with total revenues flat at **$731 million** and operating expenses up 6.7% 2019 Performance Highlights | Metric | Value | | :--- | :--- | | Net Income Attributable to Company | $82.5 million | | Core FFO | $267.9 million | | Total Portfolio Leased % (incl. SLNC) | 91.2% | | Manhattan Office Leased % (incl. SLNC) | 92.7% | | Leases Signed (Total Portfolio) | 1,303,395 sq. ft. | | Mark-to-Market Rent Increase | 18.1% | - Empire State Building Observatory revenue decreased by **1.9% to $128.8 million in 2019** from **$131.2 million in 2018**, partly due to the 102nd-floor observation deck being closed for approximately nine months for redevelopment[253](index=253&type=chunk)[261](index=261&type=chunk) Comparison of Operations: 2019 vs. 2018 (in thousands) | Line Item | 2019 | 2018 | Change % | | :--- | :--- | :--- | :--- | | Total Revenues | $731,343 | $731,511 | 0.0% | | Total Operating Expenses | $576,637 | $540,654 | 6.7% | | Operating Income | $154,706 | $190,857 | (18.9)% | | Net Income | $84,290 | $117,253 | (28.1)% | - The company adopted FASB Topic 842 (Lease Accounting) on January 1, 2019, which changed revenue presentation and requires non-contingent leasing costs to be expensed as incurred, contributing to higher General and Administrative expenses[268](index=268&type=chunk)[277](index=277&type=chunk) - As of December 31, 2019, the company had **$1.7 billion of total debt outstanding** with a weighted average interest rate of **4.03%** and a weighted average maturity of **8.3 years**, and liquidity included **$233.9 million in cash** and **$1.1 billion available** under its unsecured revolving credit facility[309](index=309&type=chunk)[311](index=311&type=chunk) FFO Reconciliation Summary (in thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net Income | $84,290 | $117,253 | $118,253 | | FFO | $260,062 | $282,609 | $276,491 | | Modified FFO | $267,893 | $290,440 | $284,322 | | Core FFO | $267,893 | $290,440 | $286,925 | [Item 7A. Quantitative and Qualitative Disclosure about Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's primary market risk is interest rate volatility, mitigated by interest rate swaps on its **$265.0 million** term loan - The company's principal market risk is interest rate volatility on its variable rate debt, however, as of December 31, 2019, it had no variable rate debt outstanding due to an interest rate swap fixing the rate on its **$265.0 million unsecured term loan**[397](index=397&type=chunk)[381](index=381&type=chunk) - The company utilizes interest rate swap agreements to manage interest rate exposure, with swaps having an aggregate notional value of **$390.0 million** designated as cash flow hedges as of year-end 2019[400](index=400&type=chunk) - The fair value of the company's outstanding debt was estimated at **$1.7 billion** as of December 31, 2019, approximately **$69.4 million higher** than its historical book value[402](index=402&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=73&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 Form 10-K[406](index=406&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[407](index=407&type=chunk) [Item 9A. Controls and Procedures](index=73&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 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[409](index=409&type=chunk) - Based on the COSO criteria, management concluded that the company's internal control over financial reporting was effective as of December 31, 2019[411](index=411&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, 2019[416](index=416&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[423](index=423&type=chunk) Part III [Items 10-14](index=75&type=section&id=Items%2010-14) Information for Items 10-14 is incorporated by reference from the ESRT 2020 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the ESRT Proxy Statement[425](index=425&type=chunk)[426](index=426&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk)[429](index=429&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 all 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, and various agreements such as the partnership agreement, indentures, and employment contracts[431](index=431&type=chunk)[434](index=434&type=chunk) [Item 16. Form 10-K Summary](index=78&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided - None[438](index=438&type=chunk) Financial Statements [Consolidated Balance Sheets](index=83&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2019, total assets were **$3.93 billion**, liabilities **$1.98 billion**, and capital **$1.95 billion** Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Commercial real estate properties, net | $2,246,899 | $2,137,182 | | Cash and cash equivalents | $233,946 | $204,981 | | Short-term investments | $0 | $400,000 | | Goodwill | $491,479 | $491,479 | | **Total Assets** | **$3,931,834** | **$4,195,780** | | Mortgage notes payable, net | $605,542 | $608,567 | | Senior unsecured notes, net | $798,392 | $1,046,219 | | **Total Liabilities** | **$1,983,921** | **$2,204,671** | | **Total Capital** | **$1,947,913** | **$1,991,109** | [Consolidated Statements of Income](index=84&type=section&id=Consolidated%20Statements%20of%20Income) For 2019, total revenues were **$731.3 million**, operating expenses **$576.6 million**, operating income **$154.7 million**, and net income **$84.3 million** Consolidated Income Statement Summary (in thousands) | Account | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total Revenues | $731,343 | $731,511 | $709,526 | | Total Operating Expenses | $576,637 | $540,654 | $516,623 | | Operating Income | $154,706 | $190,857 | $192,903 | | Net Income | $84,290 | $117,253 | $118,253 | | Net Income per Unit (Diluted) | $0.27 | $0.39 | $0.39 | [Consolidated Statements of Cash Flows](index=87&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In 2019, net cash from operations was **$232.6 million**, investing activities provided **$149.7 million**, and financing activities used **$381.6 million** Consolidated Cash Flow Summary (in thousands) | Cash Flow Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $232,591 | $279,022 | $194,202 | | Net cash provided by (used in) investing activities | $149,744 | $(643,023) | $(223,013) | | Net cash (used in) provided by financing activities | $(381,551) | $104,617 | $(56,877) | | **Net increase (decrease) in cash** | **$784** | **$(259,384)** | **$(85,688)** | [Notes to Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, business segments, and debt structure, including the 2019 adoption of FASB Topic 842 and **$1.7 billion** debt - The company adopted FASB Topic 842 (Lease Accounting) on January 1, 2019, resulting in the recognition of right-of-use assets and lease liabilities of approximately **$29.5 million** and requiring non-contingent leasing costs to be expensed as incurred[477](index=477&type=chunk)[479](index=479&type=chunk)[538](index=538&type=chunk) - As of December 31, 2019, goodwill was **$491.5 million**, allocated primarily to the Empire State Building's observatory (**$227.5 million**) and real estate operations (**$250.8 million**), with no impairment found after an annual review[543](index=543&type=chunk)[544](index=544&type=chunk) Debt Principal Maturities as of Dec 31, 2019 (in thousands) | Year | Total Principal Due | | :--- | :--- | | 2020 | $3,938 | | 2021 | $4,090 | | 2022 | $270,628 | | 2023 | $7,876 | | 2024 | $85,633 | | Thereafter | $1,303,656 | - The company has two reportable segments: Real Estate and Observatory, with the Real Estate segment having total assets of **$3.7 billion** and net income of **$73.3 million** in 2019, while the Observatory segment had assets of **$260.6 million** and net income of **$11.0 million**[650](index=650&type=chunk)[652](index=652&type=chunk) - In December 2019, the company issued **4,610,383 Series 2019 Private Perpetual Preferred Units** in exchange for an equal number of OP units, with these preferred units having a liquidation preference of **$13.52** and a cumulative annual distribution of **$0.70 per unit**[606](index=606&type=chunk)[607](index=607&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: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation o ...