What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 236 added, 229 removed, 1364 unchanged (25% of the section changed)

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We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including ESRT's Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the

disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of December 31, 2021, the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of ESRT management, including ESRT's Chief Executive Officer and Principal Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this Report.

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We have audited Empire State Realty OP, L.P.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Empire State Realty OP, L.P (the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria .

In our opinion, Empire State Realty OP, L.P.

(the Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Operating Partnership and our report dated February 25, 2022 expressed an unqualified opinion thereon.

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.

Schedule II-Valuation and Qualifying Accounts for the year ended December 31, 2018 on page F-39.

Schedule III-Real Estate and Accumulated Depreciation as of December 31, 2021 on page F-41.

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and the purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on December 14, 2017.

First Amendment, dated as of October 5, 2018, to the Amended and Restated Employment Agreement between Empire State Realty Trust, Inc.

Amended and Restated Employment Agreement between Empire State Realty Trust, Inc.

and Anthony E.

Malkin, dated April 5, 2016, incorporated by reference to Exhibit 10.45 to the Registrant's Form 10-Q filed with SEC on November 6, 2018.

Malkin, dated October 6 2021, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on October 6, 2021.

Empire State Realty Trust, Inc.

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Form 10-Q filed with the SEC on August 10, 2020.

Second Amendment to Credit Agreement dated March 31, 2021, among Empire State Realty OP, L.P., as borrower, Empire State Realty Trust, Inc., the subsidiary guarantor parties thereto, Bank of America, N.A., as administrative agent, and the lenders and letter of credit issuers party thereto, incorporated by reference to Exhibit 10.1 to the Registrant 's Form 8-K filed with the SEC on April 1, 2021.

Form of LTIP Agreement (Executive Officer, Time Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Executive Officer, Performance Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Executive Officer or Director, Immediate Vest) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Form of LTIP Agreement (Director, Time-Based) incorporated by reference to Exhibit 10.1 to the Empire State Realty OP, L.P.

Form 10-Q filed with the SEC on August 5, 2021.

Subsidiaries of Registrant

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February 25, 2022 By:

/s/ Andrew J.

Chief Accounting Officer

/s/ Stephen V.

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

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Christina Chiu

/s/ Andrew J.

Prentice Chief Accounting Officer February 26, 2021

Prentice (Principal Accounting Officer)

/s/ Stephen V.

Horn Senior Vice President, Chief Accounting Officer February 25, 2022

Horn (Principal Accounting Officer)

/s/ Leslie D.

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F- 1

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 3

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Notes to Consolidated Financial Statements F- 9

Financial Statement Schedules:

Schedule II - Valuation and Qualifying Accounts F- 43

Financial Statement Schedule:

Schedule III - Real Estate and Accumulated Depreciation F- 41

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We have audited the accompanying consolidated balance sheets of Empire State Realty OP, L.P.

(the Operating Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), capital and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

(the Operating Partnership) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), capital and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.

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As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if there are indicators of impairment.

Given the adverse global economic and market conditions, the Company determined that interim impairment evaluations of goodwill were necessary for the observatory reporting unit and engaged a third-party valuation specialist, as a potential impairment existed.

Given COVID-19’s material impact on observatory operations in 2021, the Company determined that interim impairment evaluations of goodwill were necessary for the observatory reporting unit and engaged a third-party valuation specialist to perform valuation procedures.

Similarly, the Company performed its annual impairment testing as of October 1, 2021.

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Series 250 operating partnership units ( 2,970,766 and 3,255,480 limited partner operating partnership units outstanding at December 31, 2021 and 2020, respectively)

( 692 ) ( 356 )

Total Empire State Realty OP, L.P.'s capital 1,671,080 1,731,307

Non-controlling interest in other partnerships 13,252 —

Total capital 1,684,332 1,731,307

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Rental revenue $ 559,690 $ 563,071 $ 586,414

Tenant expense reimbursement — — 72,372

Observatory revenue 41,474 29,057 128,769

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Private perpetual preferred unit distributions ( 4,201 ) ( 4,197 ) ( 1,743 )

Net loss attributable to non-controlling interest in other partnerships 17 — —

Net income (loss) attributable to common unitholders $ ( 17,221 ) $ ( 27,086 ) $ 82,547

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Diluted 277,420 283,837 297,798

Net income (loss) per unit:

Earnings (loss) per unit:

Basic $ ( 0.06 ) $ ( 0.10 ) $ 0.27

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Unrealized gain (loss) on valuation of interest rate swap agreements 348 ( 19,322 ) ( 21,813 )

( 19,322 ) ( 21,813 ) ( 2,721 )

Amount reclassified into interest expense 11,653 8,870 1,231

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General Partner Limited Partners

Private Perpetual Preferred Units Private Perpetual Preferred Units Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Total Capital

Balance at December 31, 2018 1,560 $ 8,004 174,912 $ 1,238,482 86,202 $ 725,108 30,129 $ 14,399 8,020 $ 3,385 4,064 $ 1,731 $ — $ 1,991,109

Issuance of OP units, net of costs

Issuance of private perpetual preferred in exchange for OP units

4,610 21,147 — — ( 2,488 ) ( 20,613 ) ( 1,632 ) ( 432 ) ( 303 ) ( 63 ) ( 187 ) ( 39 ) — —

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Net income — 1,743 — 49,445 — 21,958 — 7,925 — 2,146 — 1,073 — 84,290

Other comprehensive income (loss)

Other comprehensive loss

— — — ( 12,328 ) — ( 5,475 ) — ( 1,976 ) — ( 535 ) — ( 268 ) — ( 20,582 )

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Issuance of private perpetual preferred in exchange for OP units 54 789 — — ( 97 ) ( 800 ) 43 11 — — — — — —

4,610 21,147 — — ( 2,488 ) ( 20,613 ) ( 1,632 ) ( 432 ) ( 303 ) ( 63 ) ( 187 ) ( 39 ) —

Conversion of operating partnership units and Class B shares to ESRT Partner's Capital — — 6,807 29,863 ( 3,751 ) ( 29,803 ) ( 2,175 ) ( 92 ) ( 601 ) 22 ( 280 ) 10 — —

— — 6,929 27,495 ( 3,208 ) ( 26,323 ) ( 2,687 ) ( 918 ) ( 692 ) ( 171 ) ( 342 ) ( 83 ) —

Repurchases of common units — — ( 17,279 ) ( 143,713 ) — — — — — — — — — ( 143,713 )

Equity compensation — — 143 921 2,815 24,574 — — — — — — — 25,495

Distributions — ( 4,197 ) — ( 37,181 ) — ( 16,247 ) — ( 5,264 ) — ( 1,435 ) — ( 723 ) — ( 65,047 )

Net income — 1,743 — 49,445 — 21,958 — 7,925 — 2,146 — 1,073 84,290

Other comprehensive income (loss)

— — — ( 12,328 ) — ( 5,475 ) — ( 1,976 ) — ( 535 ) — ( 268 ) ( 20,582 )

Net income (loss) — 4,197 — ( 16,712 ) — ( 7,043 ) — ( 2,356 ) — ( 650 ) — ( 325 ) — ( 22,889 )

Other comprehensive loss — — — ( 6,449 ) — ( 2,718 ) — ( 909 ) — ( 251 ) — ( 125 ) — ( 10,452 )

Balance at December 31, 2020 6,224 29,940 171,565 1,055,249 80,355 648,543 23,678 ( 1,348 ) 6,424 ( 721 ) 3,255 ( 356 ) — 1,731,307

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Repurchases of common units — — ( 4,887 ) ( 46,704 ) — — — — — — — — — ( 46,704 )

Contributions to consolidated joint venture interests — — — — — — — — — — — — 13,269 13,269

Equity compensation — — 41 513 782 19,747 — — — — — — — 20,260

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Net income (loss) — 4,201 — ( 10,711 ) — ( 4,513 ) — ( 1,429 ) — ( 379 ) — ( 189 ) ( 17 ) ( 13,037 )

Other comprehensive income (loss) — — — ( 6,449 ) — ( 2,718 ) — ( 909 ) — ( 251 ) — ( 125 ) ( 10,452 )

Other comprehensive income — — — 7,465 3,144 996 264 132 — 12,001

Balance at December 31, 2021 6,224 $ 29,940 170,217 $ 998,128 79,820 $ 649,157 22,321 $ ( 4,058 ) 5,884 $ ( 1,395 ) 2,970 $ ( 692 ) $ 13,252 $ 1,684,332

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Short-term investments — — 400,000

Additions to building and improvements and development costs ( 143,118 ) ( 250,256 ) ( 243,023 )

Additions to building and improvements ( 95,037 ) ( 143,118 ) ( 250,256 )

Development costs ( 165 ) — —

Acquisition of real estate property ( 117,540 ) — —

Net cash (used in) provided by investing activities ( 212,742 ) ( 143,118 ) 149,744

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Deferred financing costs ( 9,486 ) ( 10,135 ) —

Net proceeds from the issuance of operating partnership units — — 4,749

Repurchases of common units ( 46,704 ) ( 143,713 ) —

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Write-off of fully depreciated assets 31,341 79,527 30,977

Derivative instruments at fair values included in prepaid expenses and other assets — — 2,536

Derivative instruments at fair values included in accounts payable and accrued expenses

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Ground lease liabilities — — 29,452

Debt assumed with the acquisition of real estate properties 177,453 — —

Contribution from other partnerships 13,269 — —

The accompanying notes are an integral part of these financial statements

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("ESRT"), a self-administered and self-managed real estate investment trust, or REIT, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets.

We own, manage, operate, acquire and reposition office and retail properties in Manhattan and the greater New York metropolitan area.

We own, manage, operate, acquire and reposition office, retail and multifamily properties in Manhattan and the greater New York metropolitan area.

Empire State Realty Trust, Inc.'s Class A common stock, par value $ 0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." We were organized as a Delaware limited partnership on November 28, 2011.

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As of December 31, 2021, ESRT owned approximately 60.5 % of our operating partnership units.

As of December 31, 2020, our total portfolio contained 10.1 million rentable square feet of office and retail space.

As of December 31, 2021, our total portfolio contained 10.1 million rentable square feet of office, retail and multifamily space.

We owned 14 office properties (including three long-term ground leasehold interest) encompassing approximately 9.4 million rentable square feet of office space.

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As of December 31, 2021, our portfolio also included four standalone retail properties located in Manhattan and two standalone retail properties located in the city center of Westport, Connecticut, encompassing 0.2 million rentable square feet in the aggregate.

Additionally, at December 31, 2021, our portfolio included two multifamily properties totaling 625 units.

We have two entities that elected, together with ESRT, to be treated as taxable REIT subsidiaries, or TRSs, of ESRT.

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The accompanying consolidated financial statements, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results.

The consolidated financial statements include our accounts and our wholly owned subsidiaries.

The consolidated financial statements include our accounts and our partially owned and wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

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Capitalization of interest ceases when the asset is ready for its intended use, which is generally near the date that a certificate of occupancy is obtained.

Total capitalized interest for the years ended December 31, 2019 and 2018 was $ 1.4 million and $ 1.6 million, respectively.

There was no capitalized interest for the year ended December 31, 2020.

Total capitalized interest for the year ended December 31, 2019 was $ 1.4 million.

There was no capitalized interest for the years ended December 31, 2021 and 2020.

Depreciation and amortization are computed using the straight-line method for financial reporting purposes.

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Tenant improvement costs, which are included in building and improvements in the consolidated balance sheets, are depreciated over the shorter of (i) the related remaining lease term or (ii) the life of the improvement.

Corporate equipment, which is included in “Other assets,” is depreciated over three to seven years .

Corporate and other equipment is depreciated over three to seven years .

Acquisitions of properties are accounted for utilizing the acquisition method and accordingly the purchase cost is allocated to tangible and intangible assets and liabilities based on their fair values.

The fair value of tangible assets acquired is determined by valuing the property as if it were vacant, applying methods similar to those used by independent appraisers of income-producing property.

The resulting value is then allocated to land, buildings and improvements, and tenant

improvements based on our determination of the fair value of these assets.

The fair value of tangible assets acquired is determined by valuing the property as if it were vacant, applying methods similar to those used by independent appraisers of

income-producing property.

The resulting value is then allocated to land, buildings and improvements, and tenant improvements based on our determination of the fair value of these assets.

The assumptions used in the allocation of fair values to assets acquired are based on our best estimates at the time of evaluation.

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Assets held for sale are recorded at the lower of cost or fair value less costs to sell.

We do not believe that the value of any of our properties and intangible assets were impaired during the years ended December 31, 2020, 2019 and 2018.

During the fourth quarter 2021, we suspended debt service related to a $ 30 million mortgage secured by our property in Norwalk, Connecticut and we identified this action as an indicator of impairment.

We concluded that the cost basis of the asset exceeds its fair value when considering our reduced holding period given our new intent to transfer property ownership to the lender.

As such, we incurred a $ 7.7 million impairment charge.

Our methodology to calculate the fair value of the property involved a combination of the discounted cash flow method, utilizing Level 3 unobservable inputs such as market capitalization rates obtained from external sources, and the market based approach utilizing recent sales comparables.

We do not believe that the value of any of our other properties and intangible assets were impaired during the years ended December 31, 2021, 2020 and 2019.

Cash and Cash Equivalents

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The 102nd observation deck was reopened on August 24, 2020.

The closure of our Observatory and subsequent reopening under international, national, and local travel restrictions and quarantines caused us during the quarter to choose to perform an impairment test related to goodwill.

The closure of our observatory and subsequent reopening under international, national, and local travel restrictions and quarantines caused us during the quarter, and each subsequent quarters, to choose to perform an impairment test related to goodwill.

We engaged a third-party valuation consulting firm to perform the valuation process.

The analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach).

Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples and control premium rates.

control premium rates.

Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred.

Based upon the results of the goodwill impairment test of the stand-alone observatory reporting unit, which is after the intercompany rent expense paid to the Real Estate reporting unit, we determined that the fair value of the observatory reporting unit exceeded its carrying value by less than 15.0 %.

Many of the factors employed in determining whether or not goodwill is impaired are outside of our control and it is reasonably likely that

assumptions and estimates will change in future periods.

Many of the factors employed in determining whether or not goodwill is impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods.

We will continue to assess the impairment of the observatory reporting unit goodwill going forward and that continued assessment may again utilize a third-party valuation consulting firm.

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To manage exposure to interest rates, derivatives are used primarily to fix the rate on debt based on floating-rate indices.

We also hedged our exposure to the variability in future cash flows for forecast transactions through June 30, 2020 (excluding forecast transactions related to the payment of variable interest on existing financial

instruments).

We record all derivatives on the balance sheet at fair value.

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Share-based compensation for market based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the stated vesting period, which is generally three or four years, depending on retirement eligibility.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three or four years, or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant.

An employee is retirement eligible when the employee attains the (i) age of 60 or 65, as applicable, and (ii) the date on which the employee has first completed ten years of continuous service with ESRT or its affiliates.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three, four or five years, or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant.

An employee is retirement eligible when the employee attains the (i) age of 65 and (ii) has first completed ten years of continuous service with ESRT or its affiliates.

During the second quarter of 2020, the Board approved changing the definition of retirement age from 60 to 65 starting with the grant awards issued in March 2020 under the 2019 Plan.

Any forfeitures of share-based compensation awards are recognized as they occur.

The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of ESRT stock, expected dividend yield, expected term, and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

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Our observatory segment operates the 86th and 102nd floor observatories at the Empire State Building.

These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and different marketing strategies.

These two lines of

businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and different marketing strategies.

We account for intersegment sales and rent as if the sales or rent were to third parties, that is, at current market prices.

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We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

During January 2017, the FASB issued ASU No.

2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, which contain amendments that modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value.

An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.

Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment.

2017-04 should be applied on a prospective basis and the amendments adopted for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

We adopted this standard and related amendments on January 1, 2020 and such adoption did not have a material impact our consolidated financial statements.

During June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which contains amendments that replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

During November 2018, the FASB issued ASU No.

2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Topic 326.

Instead, impairment of receivables arising from operating leases should be accounted in accordance with ASU No.

2016-02, Leases (Topic 842).

2016-13 and ASU No.

2018-19 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

Earlier adoption as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, is permitted.

The amendments must be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach).

We adopted these standards on January 1, 2020 and such adoption did not have a material impact our consolidated financial statements.

On December 22, 2021, we acquired 90 % of two multifamily assets located in Manhattan, the Victory (561 10th Avenue) and 345 East 94th Street, previously owned by a joint venture of Fetner Properties and an institutional owner.

The total transaction value was $ 307.0 million, inclusive of $ 134.0 million of debt on the Victory, that matures in 2033 and has an effective interest rate of 3.85 %, and $ 52.0 million of debt on 345 East 94th Street, that matures in 2030 and has an effective interest rate of 3.56 %.

Fetner Properties retained a 10 % equity stake and continues to manage onsite operations.

We will asset manage the properties and have control over all decision making through our voting interests in each entity.

Additionally, we have the right to assume day-to-day management for no additional consideration.

The fair value of the non-controlling interest retained by Fetner Properties was equivalent to 10 %, the equity stake they retained, of the gross purchase price less their pro-rata share of the debt assumed.

The purchase price of the non-controlling interest is its fair value at the date of acquisition.

The Victory is a 417 unit, 45 -story apartment building at the corner of 10th Avenue and 41st Street near Hudson Yards.

It is a participant in an extendable 421a tax abatement program.

The Class A, 310,707 square feet asset offers a mix of studio, 1- and 2-bedroom units and a full suite of amenities including 24-hour concierge, fitness center with half-court basketball, resident lounge with outdoor terraces, roof deck and parking, as well as an 11,000 square feet retail space leased to CVS through 2040.

345 East 94th Street is a 208 unit, 30 -story, apartment building at the corner of 1st Avenue and 94th Street near the 2nd Avenue subway line at 96th Street.

It is a participant in an extendable 421a tax abatement program.

The Class A, 168,243 square feet asset offers a mix of studio, 1- and 2- bedroom units and a full suite of amenities including a 24-hour concierge, fitness center, resident lounge, outdoor terrace and parking.

Assets and liabilities acquired are as follows (amounts in thousands):

Land Building and Improvements Assets Liabilities Total

The Victory $ 91,437 $ 124,997 $ 13,573 $ ( 19,895 ) $ 210,112

345 East 94th St.

44,228 55,766 4,824 ( 5,491 ) 99,327

$ 135,665 $ 180,763 $ 18,397 $ ( 25,386 ) $ 309,439 *

*Includes total capitalized transaction costs of $ 2.4 million.

Deferred Costs, Acquired Lease Intangibles and Goodwill

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The 102nd observation deck was reopened on August 24, 2020.

The closure of our Observatory and subsequent

reopening under international, national, and local travel restrictions and quarantines caused us during the quarter to choose to perform an impairment test related to goodwill.

We engaged a third-party valuation consulting firm to perform the valuation process.

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Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred.

Based upon the results of the goodwill impairment test of the stand-alone Observatory reporting unit, which is after the intercompany rent expense paid to the Real Estate reporting unit, we determined that the fair value of the Observatory reporting unit exceeded its carrying value by less than 5.0 %.

Based upon the results of the goodwill impairment test of the standalone observatory reporting unit, which is after the intercompany rent expense paid to the Real Estate reporting unit, we determined that the fair value of the observatory reporting unit exceeded its carrying value by less than 15.0 %.

Many of the factors employed in determining whether or not goodwill is impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods.

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1333 Broadway 160,000 160,000 4.21 % 4.29 % 2/5/2033

Total mortgage debt 786,884 610,821

345 East 94th Street - Series A 43,600 — 70.0 % of LIBOR plus 0.95 %

3.56 % 11/1/2030

345 East 94th Street - Series B 8,650 — LIBOR plus 2.24 %

3.56 % 11/1/2030

561 10th Avenue - Series A 114,500 — 70.0 % of LIBOR plus 1.07 %

3.85 % 11/1/2033

561 10th Avenue - Series B 19,250 — LIBOR plus 2.45 %

3.85 % 11/1/2033

Total fixed rate mortgage debt 968,793 786,884

Senior unsecured notes:

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Deferred financing costs, net ( 14,881 ) ( 15,235 )

Unamortized debt discount ( 8,547 ) —

Total $ 2,310,365 $ 2,136,649

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Total deferred financing costs, net $ 22,112 $ 17,367

At December 31, 2020 and 2019, $ 2.1 million and $ 4.2 million, respectively, of net deferred financing costs associated with the unsecured revolving credit facility were included in deferred costs, net on the consolidated balance sheet.

Amortization expense related to deferred financing costs was $ 4.5 million, $ 4.1 million, and $ 3.8 million, for the years ended December 31, 2021, 2020 and 2019, respectively, and was included in interest expense.

Mortgage Debt

During November 2020, we closed on a $ 180.0 million mortgage loan for 250 West 57th Street.

This new interest-only loan bears a fixed interest rate of 2.83 % and matures in December 2030.

Mortgage debt of $ 30.0 million on our 383 Main Avenue property in Norwalk, Connecticut was in default as of December 31, 2021.

We had suspended debt service as of November 1, 2021 and we identified this action as an indicator of impairment.

We concluded that the cost basis of the asset exceeds its fair value when considering our reduced holding period given our new intent to transfer property ownership to the lender.

We believe this action is in the best interest of our shareholders given the challenging fundamentals of the Norwalk, CT submarket.

During the quarter, we had incurred an $ 7.7 million impairment charge on the same property.

Refer to Note 2 Summary of Significant Accounting Policies.

Except as noted above, we are not in default on any of our loan agreements.

On December 22, 2021, we acquired two multifamily assets, the Victory (561 10th Avenue) and 345 East 94th Street.

In connection with this acquisition, we assumed $ 134.0 million of debt on the Victory, which matures in November 2033 and has an effective interest rate of 3.85 %, and $ 52 million of debt on 345 East 94th Street, which matures in November 2030 and has an effective interest rate of 3.56 %.

Unsecured Revolving Credit and Term Loan Facilities

On March 19, 2020, we entered into an amendment to an existing credit agreement with the lenders party thereto, Bank of America, N.A., as administrative agent, and Bank of America, Wells Fargo Bank, National Association and Capital One, National Association, as the letter of credit issuers party thereto.

The amendment amends the amended and restated senior unsecured revolving credit and term loan facility, entered into as of August 29, 2017, with Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo, National Association and Capital One, National Association, as co-syndication agents, and the lenders party thereto.

This new amended and restated senior unsecured revolving credit and term loan facility (the "Credit Facility") is in the original principal amount of up to $ 1.315 billion, which consists of a $ 1.1 billion revolving credit facility and a $ 215.0 million term loan facility.

We borrowed the term loan facility in full at closing.

On March 31, 2021, we entered into a second amendment to an existing credit agreement ("Amended Credit Agreement") that will govern an amended senior unsecured credit facility (the “Credit Facility”) with Bank of America, N.A., as administrative agent, and Bank of America, Wells Fargo Bank, National Association, Capital One, National Association and JPMorgan Chase Bank, N.A., as co-syndication agents, and the lenders and the letter of credit issuers party thereto.

The Amended Credit Agreement amends the amended and restated credit agreement dated August 29, 2017, as amended, by and among the parties named therein.

The Credit Facility is in the initial maximum principal amount of up to $ 1.065 billion, which consists of a $ 850.0 million revolving credit facility and a $ 215.0 million term loan facility.

We borrowed the term loan facility in full in August 2017.

We may request the Credit Facility be increased through one or more increases in the revolving credit facility or one or more increases in the term loan facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $ 1.50 billion.

As of December 31, 2020, we had no borrowings under the revolving credit facility and $ 215.0 million outstanding under the term loan facility.

The initial maturity of the unsecured revolving credit facility is August 2021.

We have the option to extend the initial term for up to two additional 6 -month periods, subject to certain conditions, including the payment of an extension fee equal to 0.0625 % and 0.075 % of the then outstanding commitments under the unsecured revolving credit facility on the first and the second extensions, respectively.

We recently began a process to recast the credit facility and exercise an extension option.

The term loan facility matures in March 2025.

We may prepay the loans under the Credit Facility at any time in whole or in part,

subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar Rate borrowings.

The Credit Facility will be used for our working capital needs and for other general corporate purposes.

As of December 31, 2021, we had no borrowings under the revolving credit facility and $ 215.0 million under the term loan facility.

The revolving credit facility matures on March 31, 2025.

We have the option to extend the initial term for up to two additional 6-month periods, subject to certain conditions, including the payment of an extension fee equal to 0.0625 % and 0.075 % of the then outstanding commitments under the revolving credit facility on the first and the second extensions, respectively.

The term loan facility matures on March 19, 2025.

We may prepay the loans under the Credit Facility at any

time in whole or in part, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar Rate borrowings.

On March 19, 2020, we entered into a senior unsecured term loan facility (the “Term Loan Facility”) with Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC as sole bookrunner, Wells Fargo Securities, LLC, Capital One, National Association, U.S.

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The Term Loan Facility matures on December 31, 2026.

We may prepay loans under the Term Loan Facility at any time in whole or in part, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar rate borrowings and, if the prepayment occurs on or before December 31, 2021, a prepayment fee.

If the prepayment occurs on or prior to December 31, 2020, the prepayment fee is equal to 2.0 % of the principal amount prepaid, and if the prepayment occurs after December 31, 2020 but on or prior to December 31, 2021, the prepayment fee is equal to 1.0 % of the principal amount prepaid.

The terms of both the Credit Facility and the Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

It also requires compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio.

The agreement also contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control.

The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control.

As of December 31, 2021, we were in compliance with the covenants under the Credit Facility and the Term Loan Facility.

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On August 15, 2019, we settled the principal amount of the 2.625 % Exchangeable Senior Notes in cash.

For the years ended December 31, 2019 and 2018, total interest expense related to the 2.625 % Exchangeable Senior Notes was $ 6.1 million and $ 9.9 million, respectively, consisting of (i) contractual interest expense of $ 4.1 million and $ 6.6 million, respectively, (ii) additional non-cash interest expense of $ 1.6 million and $ 2.7 million, respectively, related to the accretion of the debt discount, and (iii) amortization of deferred financing costs of $ 0.4 million and $ 0.6 million, respectively.

For the year ended December 31, 2019, total interest expense related to the 2.625 % Exchangeable Senior Notes was $ 6.1 million, consisting of (i) contractual interest expense of $ 4.1 million, (ii) additional non-cash interest expense of $ 1.6 million, related to the accretion of the debt discount, and (iii) amortization of deferred financing costs of $ 0.4 million.

Senior Unsecured Notes

On March 17, 2020, we entered into an agreement to issue and sell an aggregate $ 175 million of senior unsecured notes, consisting of (a) $ 100 million aggregate principal amount of 3.61 % Series G Senior Notes due March 17, 2032 (the “Series G Notes”) and (b) $ 75 million aggregate principal amount of 3.73 % Series H Senior Notes due March 17, 2035 (the “Series H Notes”).

The issue price for the Series G and H Notes was 100 % of the aggregate principal amount thereof.

The terms of the Series A, B, C, D, E, F, G and H Notes agreements include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

The terms of the senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

transactions and loss of real estate investment trust qualification.

The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of real estate investment trust qualification..

As of December 31, 2021, we were in compliance with the covenants under the outstanding Senior Unsecured Notes.

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If we had breached any of these provisions at December 31, 2021, we could have been required to settle our obligations under the agreements at their termination value of $ 26.7 million.

As of December 31, 2020 and 2019, we had interest rate LIBOR swaps with an aggregate notional value of $ 265.0 million and $ 390.0 million, respectively.

As of December 31, 2021 and 2020, we had interest rate LIBOR swaps and caps with an aggregate notional value of $ 451.3 million and $ 265.0 million, respectively.

The notional value does not represent exposure to credit, interest rate or market risks.

As of December 31, 2020 and 2019, the fair value of our derivative instruments amounted to ($ 8.8 million) and ($ 13.3 million), respectively, which is included in accounts payable and accrued expenses on the consolidated balance sheet.

As of December 31, 2021 and 2020, the fair value of our derivative instruments amounted to ($ 25.3 million) and ($ 8.8 million), respectively, which is included in accounts payable and accrued expenses on the consolidated balance sheets.

These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities.

As of December 31, 2020 and 2019, our cash flow hedges are deemed highly effective and for the years ended December 31, 2020 and 2019, net unrealized losses of $ 10.5 million and $ 20.6 million, respectively, are reflected in the consolidated statements of comprehensive income (loss) relating to both active and terminated cash flow hedges of interest rate risk.

Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

As of December 31, 2021 and 2020, our cash flow hedges are deemed highly effective and for the years ended December 31, 2021 and 2020, net unrealized gains (losses) of $ 12.0 million and $( 10.5 ) million, respectively, are reflected in the consolidated statements of comprehensive income (loss) relating to both active and terminated cash flow hedges of interest rate risk.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt.

We estimate that $ 10.7 million net loss of the current balance held in accumulated other comprehensive loss will be reclassified into interest expense within the next 12 months.

The table below summarizes the terms of agreements and the fair values of our derivative financial instruments as of December 31, 2020 and 2019 (dollar amounts in thousands):

The table below summarizes the terms of agreement and the fair value of our derivative financial instruments as of December 31, 2021 and 2020 (dollar amounts in thousands):

December 31, 2021 December 31, 2020

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Interest rate swap $ 265,000 1 Month LIBOR 2.1485 % August 31, 2017 August 24, 2022 $ — $ ( 3,184 ) $ — $ ( 8,849 )

Interest rate swap 125,000 3 Month LIBOR 2.9580 % July 1, 2019 July 1, 2026 — — — ( 9,083 )

Interest rate swap 36,820 70 % of 1 Month LIBOR

2.5000 % December 1, 2021 November 1, 2030 — ( 4,527 ) — —

Interest rate swap 103,790 70 %of 1 Month LIBOR

2.5000 % December 1, 2021 November 1, 2033 — ( 15,945 ) — —

Interest rate swap 10,710 70 % of 1 Month LIBOR

1.7570 % December 1, 2021 November 1, 2033 — ( 754 ) — —

Interest rate swap 19,008 1 Month LIBOR 2.2540 % December 1, 2021 November 1, 2030 — ( 898 ) — —

Interest rate cap 6,780 70 % of 1 Month LIBOR

4.5000 % December 1, 2021 October 1, 2024 5 — — —

Interest rate cap 9,188 1 Month LIBOR 5.5000 % December 1, 2021 October 1, 2024 8 — — —

$ 13 $ ( 25,308 ) $ — $ ( 8,849 )

During the year ended December 31, 2020, we terminated the $ 125.0 million swap and paid a settlement fee of $ 20.3 million.

During the year ended December 31, 2020, we terminated a $ 125.0 million swap and paid a settlement fee of $ 20.3 million.

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 (amounts in thousands):

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Amount of gain (loss) recognized in other comprehensive income (loss) $ 348 $ ( 19,322 ) $ ( 21,813 )

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense ( 8,870 ) ( 1,231 ) ( 1,845 )

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of income for the years ended December 31, 2020, 2019 and 2018 (amounts in thousands):

Effects of Cash Flow Hedges December 31, 2020

December 31, 2019

December 31, 2018

Amount of loss reclassified from accumulated other comprehensive income (loss) into interest expense ( 11,653 ) ( 8,870 ) ( 1,231 )

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 (amounts in thousands):

Effects of Cash Flow Hedges December 31, 2021 December 31, 2020 December 31, 2019

Total interest expense presented on the consolidated

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$ ( 94,394 ) $ ( 89,907 ) $ ( 79,246 )

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense ( 8,870 ) ( 1,231 ) ( 1,845 )

Amount of loss reclassified from accumulated other comprehensive income (loss) into interest expense ( 11,653 ) ( 8,870 ) ( 1,231 )

Fair Valuation

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The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation.

Operating expense reimbursements are reflected in our December 31, 2020 and 2019 consolidated statements of operations as rental revenue and in our December 31, 2018 consolidated statement of operations as tenant expense reimbursement.

Operating expense reimbursements are reflected in our December 31, 2021, 2020 and 2019 consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs.

The components of rental revenue for the year ended December 31, 2020 and 2019 are as follows (amounts in thousands):

The components of rental revenue for the years ended December 31, 2021, 2020 and 2019 are as follows (amounts in thousands):

Year Ended December 31,

2021 2020 2019

Fixed payments $ 500,847 $ 496,515 $ 510,799

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Thereafter 1,634,308

The above future minimum lease payments exclude tenant recoveries, amortization of deferred rent receivables and the net accretion of above-below-market lease intangibles.

The above future minimum lease payments exclude tenant recoveries and the net accretion of above-below-market lease intangibles.

Some leases are subject to termination options generally upon payment of a termination fee.

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We determine if an arrangement is a lease at inception.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets of $ 29.1 million and lease liabilities of $ 29.1 million in our consolidated balance sheet as of December 31, 2020.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets of $ 28.9 million and lease liabilities of $ 28.9 million in our consolidated balance sheets as of December 31, 2021.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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As previously disclosed, in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C.

(“ESBA”), which prior to the initial public offering of our company (the "Offering"), owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L.

(“ESBA”), which prior to the initial public offering of our company (the "Offering"), owned the fee title to the Empire

State Building, filed an arbitration with the American Arbitration Association against Peter L.

Malkin, Anthony E.

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Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents").

The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleges breach of fiduciary duty and related claims in connection with the Offering and formation transactions and seeks monetary damages and declaratory relief.

Claimants had opted out of a prior class action bringing similar claims that was settled with court approval.

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On August 26, 2020, the arbitration panel issued an award that denied all Claimants’ claims with one exception, on which it awarded Claimants approximately $ 1.2 million, inclusive of seven years of interest through October 2, 2020.

This amount was recorded as an IPO litigation expense in the consolidated statement of operations for the nine months ended September 30, 2020.

Respondents believe that such award in favor of the Claimants is entirely without merit, and have sought vacatur of that portion of the award.

In addition, certain of the Claimants have stated in the federal court action that they intend to pursue claims in that case against Respondents.

This amount was recorded as an IPO litigation expense in the consolidated statement of operations for the year ended December 31, 2020.

Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that

portion of the award.

On September 27, 2021, the court denied Respondents' motion to vacate and entered judgement in the

aforementioned amount, inclusive of accumulated interest.

Respondents have appealed that ruling.

In addition, certain of the Claimants in the federal court action sought to pursue claims in that case against Respondents.

Respondents believe that any such claims are meritless.

The magistrate judge assigned to the action has issued a Report and Recommendation rejecting Claimants’ claims;

the district judge will decide whether to adopt the Report and Recommendation.

Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E.

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Major Customers and Other Concentrations

For the year ended December 31, 2021, other than four tenants who accounted for 4.6 %, 3.3 %, 2.8 % and 2.1 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2020, other than two tenants who accounted for 6.9 % and 3.5 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2019, other than three tenants who accounted for 6.8 %, 3.2 % and 3.2 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the year ended December 31, 2018, other than five tenants who accounted for 6.0 %, 3.1 %, 2.9 %, 2.0 % and 2.0 % of rental revenues, no other tenant in our portfolio accounted for more than 2.0% of rental revenues.

For the years ended December 31, 2021, 2020 and 2019, the six properties listed below accounted for the indicated percentage of total rental revenues.

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The Pension Plan trustees adopted a rehabilitation plan consistent with this requirement.

For each of the years ended June 30, 2020, 2019 and 2018, the Pension Plan received contributions from employers totaling $ 291.3 million, $ 290.1 million and $ 272.3 million, respectively.

For the years ended June 30, 2020 and 2019, the Pension Plan received contributions from employers totaling $ 291.3 million and $ 290.1 million, respectively.

The Form 5500 is not yet available for the plan year June 30, 2021.

The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty Advisory Board on Labor Relations, Inc.

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Generally, these agreements provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee.

For the years ended June 30, 2020, 2019 and 2018, the Health Plan received contributions from employers totaling $ 1.6 billion, $ 1.5 billion and $ 1.4 billion, respectively.

For the years ended June 30, 2020 and 2019, the Health Plan received contributions from employers totaling $ 1.6 billion and $ 1.5 billion, respectively.

The Form 5500 is not yet available for the plan year June 30, 2021.

Term of Collective Bargaining Agreement

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*** Other consists of union costs which were not itemized between pension and health plans.

Other includes $ 0.3 million, $ 0.4 million and $ 0.2 million for the years ended 2020, 2019 and 2018, respectively, in connection with other multiemployer plans not discussed above.

Other includes $ 0.2 million,

$ 0.3 million and $ 0.4 million for the years ended 2021, 2020 and 2019, respectively, in connection with other multiemployer plans not discussed above.

The decrease in plan contributions in 2020 is mainly due to the reduction in payroll levels as a result of the COVID-19 pandemic.

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LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as OP Units, which equal per share dividends (both regular and special) on our common stock.

Performance based LTIP units receive 10 % of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90 % and will commence receiving 100 % of such distributions thereafter.

LTIP units subject to market-based vesting receive 10 % of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90 % and will commence receiving 100 % of such distributions thereafter.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

On December 31, 2019 our board authorized the repurchase of up to $ 500 million of our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units from January 1, 2020 through December 31, 2020.

On December 11, 2020, our board approved a new authorization for the repurchase of up to $ 500 million of such securities from January 1, 2021 through December 31, 2021.

Under the repurchase program, we may purchase our Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions.

The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume and general market conditions.

The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice.

ESRT's Board of Directors reauthorized the repurchase of up to $ 500 million of ESRT Class A common stock and the Operating Partnership’s Series ES, Series 250 and Series 60 operating partnership units through December 31, 2021.

Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions.

The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume and general market conditions.

The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT and our discretion without prior notice.

The following table summarizes our purchases of equity securities for the year ended December 31, 2021:

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As of December 31, 2021, there were 4,664,038 Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560,360 Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units").

The Series 2019 Preferred Units have a liquidation preference of $ 13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.70

per unit payable in arrears on a quarterly basis.

The Series 2019 Preferred Units have a liquidation preference of $ 13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.70 per unit payable in arrears on a quarterly basis.

The Series 2019 Preferred Units are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events.

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Record Date Payment Date Amount per Operating Partnership Unit

June 19, 2020 June 30, 2020 $ 0.105

March 16, 2020 March 31, 2020 $ 0.105

December 20, 2021 December 31, 2021 $ 0.035

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June 15, 2021 June 30, 2021 $ 0.035

June 19, 2020 June 30, 2020 $ 0.105

March 16, 2020 March 31, 2020 $ 0.105

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March 15, 2019 March 29, 2019 $ 0.105

We paid a dividend in the first and second quarters of 2020 and suspended the dividend for the third and fourth quarters of 2020.

Total distributions paid to OP unitholders and Preferred unitholders during 2021, 2020 and 2019 totaled $ 32.8 million, $ 65.0 million and $ 127.8 million, respectively.

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An aggregate of 11.0 million shares of ESRT common stock are authorized for issuance under awards granted pursuant to the 2019 Plan, and as of December 31, 2021, approximately 7.7 million shares of ESRT common stock remain available for future issuance under the Plans.

In December and August 2020, we granted Grant H.

Paige Hood, respectively, our new non-employee directors, a total of 31,117 LTIP units that are subject to time-based vesting with a fair market value of $ 0.2 million.

These awards vest ratably on each of the first three anniversaries of May 15, 2020, subject generally to their continued service on our Board of Directors.

In May 2020, we made grants of LTIP units under the 2019 Plan.

At such time, we granted our non-employee directors a total of 171,153 LTIP units that are subject to time-based vesting with fair market values of $ 1.1 million.

These awards vest ratably over three years from the date of the grant, subject generally to the director's continued service on our Board of Directors.

We also granted Christina Chiu, our Executive Vice President and Chief Financial Officer, a total of 82,199 LTIP units that are subject to time-based vesting and 116,927 LTIP units that are subject to market-based vesting, with fair market values of $ 0.5 million for the time-based vesting awards and $ 0.5 million for the market-based vesting awards.

We also granted

certain other employees a total of 63,229 LTIP units that are subject to time-based vesting with a fair market value of $ 0.4 million.

The awards subject to time-based vesting vest ratably over three or four years from the date of grant, subject generally to the grantee's continued employment.

The first installment vests on the respective grant dates in May 2021 and the remainder will vest thereafter in two or three equal annual installments.

The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return hurdles over a three-year performance period, commencing on May 7, 2020.

Following the completion of the three-year performance period, our Compensation and Human Capital Committee will determine the number of LTIP units to which the grantee is entitled based on our performance relative to the performance hurdles set forth in the LTIP unit award agreements the grantee entered into in connection with the award grant.

These units then vest in two installments, with the first installment vesting on May 7, 2023 and the second installment vesting on May 7, 2024, subject generally to the grantee's continued employment on those dates.

In March 2021, we made grants of LTIP units to executive officers under the 2019 Plan.

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At such time, we granted to certain other employees a total of 128,419 LTIP units and 113,333 shares of restricted stock that are subject to time-based vesting and 192,760 LTIP units that are subject to market-based vesting, with fair market values of $ 2.7 million for the time-based vesting awards and $ 1.5 million for the market-based vesting awards.

The awards subject to time-based vesting vest ratably over four years from January 1, 2020, subject generally to the grantee's continued employment.

The awards subject to time-based vesting vest ratably over four years from January 1, 2021, subject generally to the grantee's

continued employment.

The first installment vests on January 1, 2022 and the remainder will vest thereafter in three equal annual installments.

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These units then vest in two installments, with the first installment vesting on January 1, 2024 and the second installment vesting on January 1, 2025, subject generally to the grantee's continued employment on those dates.

For awards granted in 2017, 2018, 2019 and 2020, our named executive officers could elect to receive their annual incentive bonus in any combination of (i) cash or vested LTIP's at the face amount of such bonus or (ii) time-vesting LTIP's which would vest over three years , subject to continued employment, at 125 % of such face amount (the "bonus election program").

In March 2021, we also made one-time additional grants of LTIP units and restricted stock to an executive officer and certain other employees under the 2019 Plan.

At such time, we granted the executive officer 46,168 LTIP units that are subject to time-based vesting and we granted to certain other employees 85,409 LTIP units and 7,562 restricted stock that are subject to time-based vesting, with fair market values of $ 1.5 million.

These awards are subject to time-based vesting and vest over five years from January 1, 2021, subject generally to the grantee's continued employment.

The first installment vests 30 % on January 1, 2024, the second installment vests 30 % on January 1, 2025 and the remainder of 40 % will vest on January 1, 2026.

For awards granted in 2021, our named executive officers can elect to receive their annual incentive bonus in any combination of (i) cash or vested LTIPs at the face amount of such bonus or (ii) time-vesting LTIPs which would vest over three years , subject to continued employment, at 120 % of such face amount.

In March 2021, we made grants of LTIP units to executive officers under the 2019 Plan in connection with the 2020 bonus election program.

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The first installment vests on January 1, 2022 and the remainder will vest thereafter in two equal annual installments.

In COVID-19 disrupted markets during the first quarter of 2020, the LTIP units that are subject to market-based vesting were undervalued on initial appraisal, and the resulting number of LTIP units issued in March 2020 was reduced on final appraisal to match the original board-approved dollar value.

In June 2020, we reduced the grants of LTIP units that are subject to market-based vesting which were awarded to executive officers and certain other employees by 666,933 LTIP units with fair market values of $ 2.8 million and 99,630 LTIP units with fair market values of $ 0.5 million, respectively.

In October and May 2019, we made grants of LTIP units to our non-employee directors under the 2019 Plan.

At such times, we granted a total of 76,718 LTIP units that are subject to time-based vesting with fair market values of $ 1.1 million.

The awards vest ratably over three years from the date of the grant, subject generally to the director's continued service on our Board of Directors.

In March 2019, we made grants of LTIP units to executive officers under the 2013 Plan.

At such time, we granted to executive officers a total of 461,693 LTIP units that are subject to time-based vesting and 1,806,520 LTIP units that are subject to market-based vesting, with fair market values of $ 6.4 million for the time-based vesting awards and $ 12.8 million for the market-based vesting awards.

In March 2019 we made grants of LTIP units and restricted stock to certain other employees under the 2013 Plan.

At such time, we granted to certain other employees a total of 61,432 LTIP units and 69,358 shares of restricted stock that are subject to time-based vesting and 113,383 LTIP units that are subject to market-based vesting, with fair market values of $ 2.0 million for the time-based vesting awards and $ 0.9 million for the market-based vesting awards.

The awards subject to time-based vesting vest ratably over four years from January 1, 2019, subject generally to the grantee's continued employment.

Annually, we make grants of LTIP units to our non-employee directors under the 2019 Plan.

In 2021, each of our directors received 60 % of their $ 200,000 annual base retainer in the form of equity vesting ratably over four years , and could elect to receive the remaining 40 % of such base retainer (i) in cash at the face value of the award, (ii) in immediately vesting equity at the face value of the award, or (iii) in equity vesting ratably over three years at 120 % of the face amount.

Each director could elect to receive any equity portion of the base retainer in either (i) LTIP units or (ii) restricted shares of our Class A common stock.

In accordance with each director's election, we granted a total of 126,713 LTIP units that are subject to time-based vesting with fair market values of $ 1.4 million and no restricted shares.

The LTIP units vest ratably over three or four years from the date of the grant, based on grantee election, subject generally to the director's continued service on our Board of Directors.

We also granted 8,324 LTIP units that are subject to immediate vesting with fair market values of $ 0.1 million.

In August 2021, we granted LTIP units under the 2019 Plan to Christina Chiu, our Executive Vice President and Chief Financial Officer, consisting of 8,772 LTIP units that are subject to time-based vesting and 26,930 LTIP units that are subject to market-based vesting, with fair market values of $ 0.08 million for the time-based vesting awards and $ 0.15 million for the market-based vesting awards.

The awards subject to time-based vesting vest ratably over four years from January 1, 2021, subject generally to her continued employment.

The first installment vests on January 1, 2022 and the remainder will vest thereafter in three equal annual installments.

The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total

stockholder return hurdles over a three-year performance period, commencing on January 1, 2019.

Following the completion of the three-year performance period, our compensation committee will determine the number of LTIP units to which the grantee is entitled based on our performance relative to the performance hurdles set forth in the LTIP unit award agreements the grantee entered into in connection with the award grant.

These units then vest in two installments, with the first installment vesting on January 1, 2022 and the second installment vesting on January 1, 2023, subject generally to the grantee's continued employment on those dates.

In March 2019, we made grants of LTIP units to executive officers under the 2013 Plan in connection with the 2018 bonus election program.

We granted to executive officers a total of 334,952 LTIP units that are subject to time-based vesting with a fair market value of $ 4.6 million.

Of these LTIP units, 26,056 LTIP units vested immediately on the grant date and 308,896 LTIP units vest ratably over three years from January 1, 2019, subject generally to the grantee's continued employment.

The first installment vests on January 1, 2020 and the remainder will vest thereafter in two equal annual installments.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three or four years , or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant.

Prior to amendment of the 2019 Plan on July 13, 2020, an employee is retirement eligible when the employee attains the (i) age of 60 and (ii) the date on which the employee has first completed ten years of continuous service with ESRT or its affiliates.

On July 13, 2020, the board amended the 2019 Plan such that the retirement eligibility age was raised from 60 to 65 starting with grant awards issued after such amendment date, and amended certain grant agreements for equity awards issued in early 2020 such that the new retirement age would apply to such 2020 awards issued prior to July 13, 2020.

The vesting of the LTIP units subject to market-based vesting is based on the achievement of relative total stockholder return hurdles over a three-year performance period, commencing on January 1, 2021.

Following the completion of the three-year performance period, our Compensation and Human Capital Committee will determine the number of LTIP units to which she is entitled based on our performance relative to the performance hurdles set forth in the LTIP unit award agreement entered into in connection with the award grant.

These units then vest in two installments, with the first installment vesting on January 1, 2024 and the second installment vesting on January 1, 2025, subject generally to her continued employment on those dates.

Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three , four or five years , or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant.

During the second quarter of 2020, the Board approved changing the definition of retirement age from 60 to 65 starting with grant awards issued in March 2020 under the 2019 Plan.

Share-based compensation for market-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over three or four years , depending on retirement eligibility.

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The per unit or share granted in 2019 was estimated on the respective dates of grant using the following assumptions:

an expected life of 2.8 years, a dividend rate of 2.30 %, a risk-free interest rate of 2.50 % and an expected price volatility of 20.0 %.

an expected life from 2.0 to 5.3 years, a dividend rate of 2.40 %, a risk-free interest rate from 2.48 % to 2.63 %, and an expected price volatility from 17.0 % to 22.0 %.

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding in 2021, 2020 and 2019.

10 unchanged sentences

Unrecognized compensation expense was $ 0.4 million at December 31, 2021, which will be recognized over a weighted average period of 2.1 years.

For the remainder of the LTIP unit and ESRT restricted stock awards, we recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 22.9 million, $ 18.8 million and $ 17.0 million in noncash compensation expense for the years ended December 31, 2020, 2019 and 2018, respectively.

For the remainder of the LTIP unit and ESRT restricted stock awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 19.0 million, $ 22.9 million and $ 18.8 million in noncash compensation expense for the years ended December 31, 2021, 2020 and 2019, respectively.

Unrecognized compensation expense was $ 24.9 million at December 31, 2021, which will be recognized over a weighted average period of 2.2 years.

36 unchanged sentences

Under the tax protection agreement, we have agreed to use the “traditional method” for accounting for book-tax differences for the properties acquired by us in the consolidation.

be allocated to us if all of the acquired properties were to have a tax basis equal to their fair market value at the time of acquisition and (ii) in the event of a sale of such properties, could cause us to be allocated gain in excess of its corresponding economic or book gain (or taxable loss that is less than its economic or book loss), with a corresponding benefit to the partners transferring such properties to us for interests in us.

Under the traditional method, which is the least favorable method from our perspective, the carryover basis of the acquired properties in our hands (i) may cause us to be allocated lower amounts of depreciation and other deductions for tax purposes than would be allocated to us if all of the acquired properties were to have a tax basis equal to their fair market value at the time of acquisition and (ii) in the event of a sale of such properties, could cause us to be allocated gain in excess of its corresponding economic or book gain (or taxable loss that is less than its economic or book loss), with a corresponding benefit to the partners transferring such properties to us for interests in us.

In 2016, we entered into a tax protection agreement with Q REIT Holding LLC, a Qatar Financial Centre limited liability company and a wholly owned subsidiary of the Qatar Investment Authority, a governmental authority of the State of Qatar ("QREIT", and together with any eligible transferee, "QIA").

6 unchanged sentences

In connection therewith, we have filed, and are obligated to maintain the effectiveness of, an automatically effective shelf registration statement, along with a prospectus supplement, with respect to, among other things, shares of ESRT Class A common stock that may be issued upon redemption of operating partnership units or issued upon conversion of shares of ESRT Class B common stock to continuing investors in the public existing entities.

Pursuant to the registration rights agreement, under certain circumstances, ESRT will also be required to undertake an underwritten offering upon the written request of the Malkin Group, which we refer to as the holder, provided (i) the registrable shares to be registered in such offering will have a market value of at least $ 150.0 million, (ii) ESRT will not be obligated to effect more than two underwritten offerings during any 12-month period;

than two underwritten offerings during any 12-month period;

and (iii) the holder will not have the ability to effect more than four underwritten offerings.

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ESRT's management of the excluded properties and provision of services to the five residential property managers and the existing managers of the other excluded businesses represent a minimal portion of our overall business.

There is no established time period in which we will manage such properties or provide services to the owners of certain of the excluded properties and the five residential property managers and provide services and access to office space to the existing managers of the other excluded businesses;

There is no established time period in which we will manage such properties or provide services to the owners of certain of the excluded properties and the five residential property

managers and provide services and access to office space to the existing managers of the other excluded businesses;

Malkin and Anthony E.

35 unchanged sentences

As of December 31, 2021, our parent and general partner, Empire State Realty Trust, Inc., had $ 73.0 million of NOL carryforwards that may be used in the future to reduce the amount otherwise required to be distributed by ESRT to meet REIT requirements.

However, for federal income tax purposes, the NOL will not be able to offset more than 80% of ESRT’s REIT taxable income and, therefore, may not be able to reduce the amount required to be distributed by ESRT to meet REIT requirements to zero, except for the tax year ended December 31, 2020, of which ESRT was able to offset 100% of its taxable income in accordance with the CARES Act.

The federal NOL may be carried forward indefinitely.

Other limitations may apply to ESRT’s ability to use its NOL to offset taxable income.

As of December 31, 2020, the observatory TRS had a federal, state, and local income tax receivable of $ 8.1 million due to a NOL for the year ended December 31, 2020.

Under special provisions of the CARES Act, the NOL can be carried back five years for federal income tax purposes.

Due to limitations on the use of net operating loss carrybacks for state and local tax, the observatory TRS will carry forward $ 3.8 million of NOL to offset future taxable income, if any.

The state and local NOL can be carried forward for up to 20 years.

As of December 31, 2021, the observatory TRS had a federal income tax receivable of $ 5.5 million.

This receivable reflects an anticipated refund resulting from the carryback of 2020 NOL to previous tax years.

The observatory TRS had $ 3.1 million NOL carryforwards that may be used to offset future taxable income, if any.

The federal NOL may be carried forward indefinitely and the state and local NOL can be carried forward for up to 20 years.

We measure deferred tax assets using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.

11 unchanged sentences

Deferred revenue on unredeemed observatory admission ticket sales $ 383 $ 256 $ 916

Federal net operating loss carryforward credit 1,393 — —

New York State net operating loss carryforward credit 612 — —

New York City net operating loss carryforward credit 704 334 —

Deferred tax assets $ 3,092 $ 590 $ 916

Deferred tax assets at December 31, 2020, 2019 and 2018, respectively, are attributable to the inclusion of deferred revenue on observatory admission ticket sales not redeemed at year-end in determining income for tax reporting purposes and are included in prepaid expenses and other assets on the consolidated balance sheets.

The deferred tax assets at December 31, 2020, respectively, are attributable to the inclusion of the New York City net operating loss to be carried forward and utilized during income years for a period of 20 years.

No valuation allowance has been recorded against the deferred tax asset because the company believes that the deferred tax asset will, more likely than not, be realized.

Deferred tax assets at December 31, 2021, 2020 and 2019 are included in prepaid expenses and other assets on the consolidated balance sheets.

The deferred tax assets at December 31, 2021 are mainly attributable to the inclusion of the Federal net operating loss to be carried forward and utilized during income years indefinitely and the New York State and New York City net operating loss to be carried forward and utilized during income years for a period of 20 years.

No valuation allowance has been recorded against the deferred tax asset because the company believes it is more likely than not that the deferred tax asset will be realized.

This determination is based on the observatory TRS’s anticipated future taxable income and the reversal of the deferred tax asset.

At December 31, 2021, 2020 and 2019, the TRS entities have no amount of unrecognized tax benefits.

For tax years 2020, 2019, 2018 and 2017, the United States federal and state tax returns are open for examination.

The federal and state tax returns of 2021, 2020, 2019 and 2018 remain open for examination.

Segment Reporting

3 unchanged sentences

Our observatory segment operates the 86th and 102nd floor observatories at the Empire State Building.

These two lines of

We account for intersegment sales and rents as if the sales or rents were to third parties, that is, at current market prices.

The following tables provide components of segment profit for each segment for the years ended December 31, 2020, 2019 and 2018, as reviewed by management (amounts in thousands):

Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources.

The following tables provide components of segment profit for each segment for the years ended December 31, 2021, 2020 and 2019 (amounts in thousands):

Real Estate Observatory Intersegment Elimination Total

13 unchanged sentences

Real estate taxes 119,967 — — 119,967

Impairment charges 6,204 — — 6,204

Impairment charge 7,723 — — 7,723

Depreciation and amortization 201,676 130 — 201,806

5 unchanged sentences

Loss on early extinguishment of debt ( 214 ) — — ( 214 )

IPO litigation expense ( 1,165 ) — — ( 1,165 )

Loss before income taxes ( 9,535 ) ( 5,236 ) — ( 14,771 )

18 unchanged sentences

Real estate taxes 121,923 — — 121,923

Impairment charges 6,204 — — 6,204

Depreciation and amortization 190,863 143 — 191,006

5 unchanged sentences

Interest expense ( 89,907 ) — — ( 89,907 )

Loss on early extinguishment of debt ( 86 ) — — ( 86 )

IPO litigation expense ( 1,165 ) — — ( 1,165 )

Income before income taxes ( 17,319 ) ( 12,541 ) — ( 29,860 )

6 unchanged sentences

Intercompany rental revenue 82,469 — ( 82,469 ) —

Tenant expense reimbursement 72,372 — — 72,372

Observatory revenue — 128,769 — 128,769

22 unchanged sentences

Expenditures for segment assets $ 191,630 $ 64,294 $ — $ 255,924

During the second quarter 2020, we wrote-off $ 4.1 million of prior expenditures on a potential energy efficiency project in our real estate segment that is not economically feasible in today's regulatory environment.

During the third quarter

2020, we also wrote off $ 2.1 million of prior expenditures on a build-to-suit development project in our real estate segment that was halted due to reconsideration by the user driven by the COVID-19 pandemic.

For the year ended December 31, 2020, the total $ 6.2 million write-off is shown as Impairment charges in the consolidated statement of operations.

Summary of Quarterly Financial Information (unaudited)

The quarterly results of operations of our company for the years ended December 31, 2020, 2019 and 2018 are as follows (amounts in thousands):

March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020

Revenues $ 170,224 $ 141,030 $ 146,575 $ 151,399

Operating income $ 26,973 $ 334 $ 11,928 $ 19,426

Net income (loss) $ 8,288 $ ( 19,618 ) $ ( 12,269 ) $ 710

Net income (loss) attributable to common stockholders $ 7,238 $ ( 20,665 ) $ ( 13,319 ) $ ( 340 )

Net income (loss) per share attributable to common stockholders:

Basic and diluted $ 0.02 $ ( 0.07 ) $ ( 0.05 ) $ 0.00

March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019

Revenues $ 167,293 $ 176,244 $ 192,873 $ 194,933

Operating income $ 26,076 $ 36,239 $ 45,279 $ 47,112

Net income $ 9,856 $ 18,930 $ 26,784 $ 28,720

Net income attributable to common unitholders $ 9,622 $ 18,696 $ 26,550 $ 27,679

Net income per share attributable to common unitholders:

Basic and diluted $ 0.03 $ 0.06 $ 0.09 $ 0.09

March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018

Revenues $ 167,271 $ 178,529 $ 186,402 $ 199,309

Operating income $ 34,164 $ 49,665 $ 48,538 $ 58,490

Net income $ 18,058 $ 30,184 $ 29,230 $ 39,781

Net income attributable to common unitholders $ 17,824 $ 29,950 $ 28,996 $ 39,547

Net income per share attributable to common unitholders:

Basic and diluted $ 0.06 $ 0.10 $ 0.10 $ 0.13

During the fourth quarter 2021, we incurred a $ 7.7 million impairment charge relating to our property in Norwalk, Connecticut.

During the second quarter 2020, we wrote-off $ 4.1 million of prior expenditures on a Combined Heat Power/Redundancy onsite power generation project in our real estate segment that is rendered economically unviable due to New York City's Local Law 97 and from its measurement of carbon from natural gas combustion generates fines.

During the third quarter 2020, we also wrote off $ 2.1 million of prior expenditures on a build-to-suit development project in our real estate segment that was halted due to reconsideration by the user driven by the COVID-19 pandemic.

The $ 7.7 million and $ 6.2 million write-offs are shown as impairment charges in the consolidated statement of operations for the years ended December 31, 2021 and 2020, respectively.

Subsequent Events

Empire State Realty OP, L.P.

Schedule II—Valuation and Qualifying Accounts

(amounts in thousands)

of Year Additions

Operations Uncollectible

Written-Off Balance

Year ended December 31, 2018

Allowance for doubtful accounts $ 1,607 $ ( 811 ) $ ( 289 ) $ 507

Empire State Realty OP, L.P.

Schedule III—Real Estate and Accumulated Depreciation

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1400 Broadway, New York, NY office /

retail — — 96,338 86,939 — — 183,277 183,277 46,694 1930 2014 various

retail — — 96,338 94,057 n/a — 190,395 190,395 57,716 1930 2014 various

1333 Broadway, New York, NY office /

1 unchanged sentence

1350 Broadway, New York, NY office /

retail — — 102,518 38,180 — — 140,698 140,698 38,967 1929 2013 various

retail — — 102,518 41,035 n/a — 143,553 143,553 44,713 1929 2013 various

250 West 57th Street, New York, NY office/

19 unchanged sentences

103-107 Main Street, Westport, CT retail — 1,243 7,043 371 n/a 1,260 7,397 8,657 2,968 1900 2006 various

Property for development at the Transportation Hub in Stamford, CT land — 4,542 — 8,071 — 12,508 105 12,613 — n/a n/a n/a

345 E 94th Street NY (2) Multifamily 49,421 44,228 55,766 19 n/a 44,228 55,785 100,013 — 2000 2021 various

Victory 561 10th Ave NY (2) Multifamily 126,338 91,437 124,997 28 n/a 91,437 125,025 216,462 — 2004 2021 various

Property for development at the Transportation Hub in Stamford, CT land — 4,542 — 8,132 n/a 12,674 — 12,674 — n/a n/a n/a

Totals $ 948,769 $ 334,952 $ 1,098,783 $ 2,067,182 $ — $ 344,409 $ 3,156,508 $ 3,500,917 $ 1,072,938

1 Property written down to fair value in December 31, 2021.

2 Property acquired on December 22, 2021.

Empire State Realty OP, L.P.

18 unchanged sentences

Depreciation of investment properties reflected in the combined statements of income is calculated over the estimated original lives of the assets as follows:

Buildings 39 years

Buildings 39 years or useful life

Building improvements 39 years or useful life

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures