Part I [Item 1. Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's financial statements for Q2 2019 show total assets of **$4.16 billion**, a decrease from **$4.20 billion**, with net income of **$18.9 million**, down from **$30.2 million**, impacted by new lease accounting standards Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Commercial real estate properties, net | $2,184,458 | $2,137,182 | | Cash and cash equivalents | $375,335 | $204,981 | | Total assets | $4,155,575 | $4,195,780 | | Mortgage notes payable, net | $607,072 | $608,567 | | Senior unsecured notes, net | $1,047,939 | $1,046,219 | | Total liabilities | $2,207,543 | $2,204,671 | | Total capital | $1,948,032 | $1,991,109 | Condensed Consolidated Statements of Income Highlights (in thousands) | Metric | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $176,244 | $178,529 | $343,537 | $345,800 | | Total operating expenses | $140,005 | $128,864 | $281,222 | $261,971 | | Operating income | $36,239 | $49,665 | $62,315 | $83,829 | | Net income | $18,930 | $30,184 | $28,786 | $48,242 | | Basic EPS | $0.06 | $0.10 | $0.09 | $0.16 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $89,280 | $109,687 | | Net cash provided by (used in) investing activities | $119,352 | $(498,568) | | Net cash provided by (used in) financing activities | $(66,067) | $169,200 | | Net increase (decrease) in cash | $142,565 | $(219,681) | - The company adopted FASB Topic 842 (Lease Accounting) on January 1, 2019, which resulted in recognizing right-of-use assets and lease liabilities of approximately **$29.5 million** This also led to expensing non-contingent leasing costs as incurred, which totaled **$2.2 million** for the first six months of 2019[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [Note 1: Business Description](index=11&type=section&id=1.%20Description%20of%20Business%20and%20Organization) The company manages a **10.1 million** square foot portfolio of office and retail properties in the greater New York area, including the Empire State Building - As of June 30, 2019, the company's portfolio contained **10.1 million** rentable square feet of office and retail space, primarily in Manhattan and the greater New York area[26](index=26&type=chunk) - The portfolio includes **14 office properties** (**9.4 million sq. ft.**) and **six standalone retail properties** (**205,595 sq. ft.**) Nine of the office properties, including the Empire State Building, are in midtown Manhattan[26](index=26&type=chunk) [Note 4: Debt](index=14&type=section&id=4.%20Debt) Total principal debt was **$1.93 billion** as of June 30, 2019, with a **$250 million** maturity in August 2019, and the company complied with all debt covenants Debt Composition as of June 30, 2019 (in thousands) | Debt Type | Principal Balance | | :--- | :--- | | Mortgage debt | $612,735 | | Senior unsecured notes - exchangeable | $250,000 | | Senior unsecured notes (Series A-F) | $800,000 | | Unsecured term loan facility | $265,000 | | **Total Principal** | **$1,927,735** | - The company has a **$250 million** principal payment for exchangeable senior notes maturing in 2019 The company has provided notice that it will settle the principal amount in cash[52](index=52&type=chunk)[60](index=60&type=chunk) - The company has a **$1.365 billion** facility, consisting of a **$1.1 billion** revolving credit facility (maturing August 2021) and a **$265 million** term loan facility (maturing August 2022) As of June 30, 2019, the company was in compliance with all debt covenants[58](index=58&type=chunk)[51](index=51&type=chunk) [Note 8: Commitments and Contingencies](index=23&type=section&id=8.%20Commitments%20and%20Contingencies) The company faces an ongoing arbitration claim from former investors and has **$93.9 million** in unfunded capital expenditure commitments for existing leases - The company is defending against an arbitration claim filed by former investors of Empire State Building Associates L.L.C. related to the company's IPO and formation Post-hearing briefing is scheduled to be completed by January 2020[81](index=81&type=chunk)[82](index=82&type=chunk) - As of June 30, 2019, the company estimates it will incur approximately **$93.9 million** in future capital expenditures for tenant improvements and leasing commissions under existing lease agreements[84](index=84&type=chunk) [Note 11: Segment Reporting](index=30&type=section&id=11.%20Segment%20Reporting) The company operates Real Estate and Observatory segments, reporting Q2 2019 net income of **$16.2 million** and **$2.7 million** respectively Segment Net Income (in thousands) | Segment | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Real Estate | $16,244 | $26,170 | | Observatory | $2,686 | $2,616 | | **Total Net Income** | **$18,930** | **$28,786** | Segment Revenue Comparison - Q2 2019 vs Q2 2018 (in thousands) | Segment | Q2 2019 Total Revenue | Q2 2018 Total Revenue | Change | | :--- | :--- | :--- | :--- | | Real Estate | $164,840 | $165,318 | -0.3% | | Observatory | $32,895 | $35,201 | -6.5% | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management reported **90.2%** portfolio occupancy, a **6.6%** decrease in Observatory revenue, and total Q2 2019 revenues of **$176.2 million**, while continuing a **$165 million** capital project - Key highlights for Q2 2019 include achieving **$18.9 million** in net income and **$64.5 million** in Core Funds From Operations (Core FFO)[125](index=125&type=chunk) - Total portfolio occupancy was **90.2%** at quarter-end, and **92.2%** including signed leases not yet commenced The Manhattan office portfolio was **93.0%** leased[125](index=125&type=chunk) - Empire State Building Observatory revenue for Q2 2019 decreased **6.6%** year-over-year to **$32.9 million**, attributed to the closure of the 102nd-floor observation deck for upgrades and a decline in visitation[125](index=125&type=chunk) - The company is investing approximately **$165 million** over three years in a capital project at the Empire State Building, with **$119.6 million** spent through June 30, 2019[130](index=130&type=chunk) - As of June 30, 2019, the company had **$525.3 million** in cash and short-term investments and **$1.1 billion** available under its unsecured revolving credit facility[174](index=174&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q2 2019 total revenues decreased **1.3%** to **$176.2 million**, while operating expenses rose **8.6%** to **$140.0 million**, resulting in a **27.0%** decline in operating income Comparison of Operations - Three Months Ended June 30 (in thousands) | Line Item | 2019 | 2018 | Change % | | :--- | :--- | :--- | :--- | | Total revenues | $176,244 | $178,529 | (1.3)% | | Total operating expenses | $140,005 | $128,864 | 8.6% | | Operating income | $36,239 | $49,665 | (27.0)% | | Net income | $18,930 | $30,184 | (37.3)% | - Observatory revenue decreased in Q2 2019 primarily due to the closure of the 102nd-floor observation deck for upgrades and a decline in visitation, partially offset by improved pricing[142](index=142&type=chunk) - General and administrative expenses increased primarily due to higher equity compensation and leasing costs that were previously capitalized before the adoption of Topic 842[148](index=148&type=chunk) - Depreciation and amortization increased due to assets newly placed in service after Q2 2018[151](index=151&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity with **$525.3 million** cash and a **$1.1 billion** credit facility, holding **$1.9 billion** in debt while complying with all financial covenants - Primary sources of liquidity are cash from operations, cash on hand (**$525.3 million** as of June 30, 2019), and a **$1.1 billion** unsecured revolving credit facility[173](index=173&type=chunk)[174](index=174&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 **7.6 years** **$250.0 million** of debt matures in 2019[176](index=176&type=chunk) Financial Covenant Compliance as of June 30, 2019 | Financial Covenant | Required | Actual | Status | | :--- | :--- | :--- | :--- | | Maximum total leverage | < 60% | 29.6% | Yes | | Maximum secured debt | < 40% | 9.3% | Yes | | Minimum fixed charge coverage | > 1.50x | 3.9x | Yes | | Minimum unencumbered interest coverage | > 1.75x | 5.7x | Yes | [Non-GAAP Financial Measures](index=49&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures, reporting Q2 2019 NOI of **$96.7 million** and Core FFO of **$64.5 million**, both lower than prior year Reconciliation of Net Income to NOI (in thousands) | Period | Net Income | Net Operating Income (NOI) | | :--- | :--- | :--- | | Three Months Ended June 30, 2019 | $18,930 | $96,727 | | Three Months Ended June 30, 2018 | $30,184 | $101,982 | | Six Months Ended June 30, 2019 | $28,786 | $182,607 | | Six Months Ended June 30, 2018 | $48,242 | $188,194 | Reconciliation of Net Income to Core FFO (in thousands) | Period | Net Income | FFO | Modified FFO | Core FFO | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2019 | $18,930 | $62,518 | $64,476 | $64,476 | | Three Months Ended June 30, 2018 | $30,184 | $68,999 | $70,957 | $70,957 | | Six Months Ended June 30, 2019 | $28,786 | $117,232 | $121,148 | $121,148 | | Six Months Ended June 30, 2018 | $48,242 | $126,291 | $130,207 | $130,207 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk, mitigated by interest rate swaps on **$515.0 million** notional value, with no variable rate debt as of June 30, 2019 - The company's main market risk is interest rate risk on its indebtedness It uses hedging instruments like interest rate swaps to reduce floating rate exposure[225](index=225&type=chunk)[226](index=226&type=chunk) - As of June 30, 2019, the company had interest rate LIBOR swap agreements with an aggregate notional value of **$515.0 million**, fixing rates between **2.1485%** and **2.9580%** with maturities from 2022 to 2026[228](index=228&type=chunk) - The weighted average interest rate on the **$1.9 billion** of fixed-rate indebtedness was **3.84%** per annum as of June 30, 2019[229](index=229&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2019, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[233](index=233&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2019[234](index=234&type=chunk) Part II [Item 1. Legal Proceedings](index=55&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company refers to Note 8 of the financial statements for details on ongoing legal proceedings, including an arbitration with former investors - For a description of legal proceedings, the report refers to Note 8 in the financial statements[235](index=235&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to the risk factors previously disclosed in the 2018 Annual Report on Form 10-K were reported - No material changes to the risk factors from the 2018 Annual Report on Form 10-K were reported[236](index=236&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[237](index=237&type=chunk)

Washington, D.C. 20549 FORM 10-Q x 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 March 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36106 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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36106 EMPIRE STATE REALTY OP, L.P. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organiz ...