Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~July 15, ~~2020,~~2021, there were ~~220,161,745~~218,961,000 shares of the registrant’s common stock outstanding.

(Amounts in thousands, except share, unit and per share amounts)	September 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
Assets
Real estate, at cost:
Land	$	1,966,237		$	1,966,237		$	1,966,237		$	1,966,237
Buildings and improvements		5,969,297			5,923,648			6,011,239			5,997,078
		7,935,534			7,889,885			7,977,476			7,963,315
Accumulated depreciation and amortization		(920,078	)		(790,216	)		(1,026,542	)		(966,697	)
Real estate, net		7,015,456			7,099,669			6,950,934			6,996,618
Cash and cash equivalents		515,942			306,215			475,289			434,530
Restricted cash		30,965			25,272			32,552			30,794
Investments in unconsolidated joint ventures		417,592			449,180			407,564			412,724
Investments in unconsolidated real estate funds		12,867			10,317			12,979			12,917
Accounts and other receivables		15,289			19,231			13,366			17,502
Due from affiliates		-			36,918
Deferred rent receivable		326,050			301,588			339,874			330,239
Deferred charges, net of accumulated amortization of $53,175 and $42,096		120,211			126,367
Intangible assets, net of accumulated amortization of $269,176 and $262,930		167,675			203,169
Assets related to discontinued operations		103,787			104,836
Deferred charges, net of accumulated amortization of $62,761 and $56,612								111,275			116,278
Intangible assets, net of accumulated amortization of $245,405 and $283,332								135,764			153,519
Other assets		80,660			51,373			53,543			48,976
Total assets ⁽¹⁾	$	8,806,494		$	8,734,135		$	8,533,140		$	8,554,097

Liabilities and Equity
Notes and mortgages payable, net of unamortized deferred financing costs of $20,490 and $25,792	$	3,798,944		$	3,783,851
Notes and mortgages payable, net of unamortized deferred financing costs of $15,105 and $18,695							$	3,816,759		$	3,800,739
Revolving credit facility		200,000			36,918			0			0
Accounts payable and accrued expenses		109,228			117,356			103,895			101,901
Dividends and distributions payable		24,173			25,255			16,897			16,796
Intangible liabilities, net of accumulated amortization of $102,492 and $100,881		61,485			73,789
Intangible liabilities, net of accumulated amortization of $106,086 and $107,981								50,392			55,996
Other liabilities		59,531			66,004			65,074			62,931
Total liabilities ⁽¹⁾		4,253,361			4,103,173			4,053,017			4,038,363
Commitments and contingencies
Paramount Group, Inc. equity:
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 220,545,325 and 227,432,030 shares in 2020 and 2019, respectively		2,205			2,274
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 218,961,870 and 218,817,337 shares in 2021 and 2020, respectively								2,189			2,188
Additional paid-in-capital		4,128,487			4,133,184			4,113,889			4,120,173
Earnings less than distributions		(426,238	)		(349,557	)		(507,321	)		(456,393	)
Accumulated other comprehensive loss		(14,208	)		(171	)		(8,478	)		(12,791	)
Paramount Group, Inc. equity		3,690,246			3,785,730			3,600,279			3,653,177
Noncontrolling interests in:
Consolidated joint ventures		436,576			360,778			442,428			437,161
Consolidated real estate fund		79,168			72,396			79,085			79,017
Operating Partnership (20,756,618 and 24,758,472 units outstanding)		347,143			412,058
Operating Partnership (21,799,022 and 20,756,618 units outstanding)								358,331			346,379
Total equity		4,553,133			4,630,962			4,480,123			4,515,734
Total liabilities and equity	$	8,806,494		$	8,734,135		$	8,533,140		$	8,554,097

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
(Amounts in thousands, except share and per share amounts)	2020			2019			2020			2019			2021			2020			2021			2020
Revenues:
Rental revenue	$	165,420		$	181,115		$	504,834		$	530,500		$	174,628		$	163,989		$	347,774		$	339,414
Fee and other income		11,355			10,138			27,045			26,485			7,641			7,129			15,661			15,690
Total revenues		176,775			191,253			531,879			556,985			182,269			171,118			363,435			355,104
Expenses:
Operating		67,865			68,846			199,192			199,043			64,072			64,313			130,690			131,327
Depreciation and amortization		58,889			60,696			176,032			181,685			59,925			58,716			118,230			117,143
General and administrative		16,805			16,319			46,955			51,457			18,418			17,901			32,782			30,150
Transaction related costs		81			786			542			1,704			135			258			416			461
Total expenses		143,640			146,647			422,721			433,889			142,550			141,188			282,118			279,081
Other income (expense):
Loss from unconsolidated joint ventures		(4,268	)		(1,332	)		(14,444	)		(2,815	)		(15,717	)		(5,955	)		(21,033	)		(10,176	)
(Loss) income from unconsolidated real estate funds		(56	)		206			85			271
Income from unconsolidated real estate funds														148			89			328			141
Interest and other income, net		1,104			1,222			2,360			7,705			1,070			2,252			2,372			1,256
Interest and debt expense		(35,792	)		(37,325	)		(108,420	)		(111,462	)		(34,914	)		(36,009	)		(69,653	)		(72,628	)
(Loss) income from continuing operations, before income taxes		(5,877	)		7,377			(11,261	)		16,795
Income tax (expense) benefit		(393	)		583			(1,135	)		(823	)
(Loss) income from continuing operations, net		(6,270	)		7,960			(12,396	)		15,972
Loss from continuing operations, before income taxes														(9,694	)		(9,693	)		(6,669	)		(5,384	)
Income tax expense														(434	)		(138	)		(1,575	)		(742	)
Loss from continuing operations, net														(10,128	)		(9,831	)		(8,244	)		(6,126	)
Income from discontinued operations, net		2,147			3,040			5,815			7,202			-			2,147			-			3,668
Net (loss) income		(4,123	)		11,000			(6,581	)		23,174
Net loss														(10,128	)		(7,684	)		(8,244	)		(2,458	)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(3,566	)		(3,051	)		(5,485	)		(8,253	)		(7,428	)		(405	)		(13,156	)		(1,919	)
Consolidated real estate fund		79			(109	)		1,291			(256	)		29			1,235			(56	)		1,212
Operating Partnership		652			(758	)		895			(1,419	)		1,584			584			1,935			243
Net (loss) income attributable to common stockholders	$	(6,958	)	$	7,082		$	(9,880	)	$	13,246
Net loss attributable to common stockholders													$	(15,943	)	$	(6,270	)	$	(19,521	)	$	(2,922	)


(Loss) income per Common Share - Basic:
(Loss) income from continuing operations, net	$	(0.04	)	$	0.02		$	(0.07	)	$	0.03
(Loss) Income per Common Share - Basic
Loss from continuing operations, net													$	(0.07	)	$	(0.04	)	$	(0.09	)	$	(0.03	)
Income from discontinued operations, net		0.01			0.01			0.03			0.03			-			0.01			-			0.02
Net (loss) income per common share	$	(0.03	)	$	0.03		$	(0.04	)	$	0.06
Net loss per common share													$	(0.07	)	$	(0.03	)	$	(0.09	)	$	(0.01	)
Weighted average common shares outstanding		221,461,146			231,197,838			223,593,376			232,974,210			218,696,284			221,573,199			218,681,228			224,671,206

(Loss) income per Common Share - Diluted:
(Loss) income from continuing operations, net	$	(0.04	)	$	0.02		$	(0.07	)	$	0.03
(Loss) Income per Common Share - Diluted
Loss from continuing operations, net													$	(0.07	)	$	(0.04	)	$	(0.09	)	$	(0.03	)
Income from discontinued operations, net		0.01			0.01			0.03			0.03			-			0.01			-			0.02
Net (loss) income per common share	$	(0.03	)	$	0.03		$	(0.04	)	$	0.06
Net loss per common share													$	(0.07	)	$	(0.03	)	$	(0.09	)	$	(0.01	)
Weighted average common shares outstanding		221,461,146			231,229,939			223,593,376			233,004,917			218,696,284			221,573,199			218,681,228			224,671,206

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
(Amounts in thousands)	2020			2019			2020			2019			2021			2020			2021			2020
Net (loss) income	$	(4,123	)	$	11,000		$	(6,581	)	$	23,174
Other comprehensive (loss) income:
Change in value of interest rate swaps		-			(4,131	)		-			(28,502	)
Net loss													$	(10,128	)	$	(7,684	)	$	(8,244	)	$	(2,458	)
Other comprehensive loss:
Pro rata share of other comprehensive income (loss) of unconsolidated joint ventures		904			41			(15,453	)		(143	)		365			(1,696	)		4,749			(16,357	)
Comprehensive (loss) income		(3,219	)		6,910			(22,034	)		(5,471	)
Comprehensive loss														(9,763	)		(9,380	)		(3,495	)		(18,815	)
Less comprehensive (income) loss attributable to noncontrolling interests in:													Less comprehensive (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(3,566	)		(3,051	)		(5,485	)		(8,253	)		(7,428	)		(405	)		(13,156	)		(1,919	)
Consolidated real estate fund		75			(106	)		1,283			(205	)		29			1,233			(68	)		1,208
Operating Partnership		575			(362	)		2,319			1,335			1,552			729			1,511			1,744
Comprehensive (loss) income attributable to common stockholders	$	(6,135	)	$	3,391		$	(23,917	)	$	(12,594	)
Comprehensive loss attributable to common stockholders													$	(15,610	)	$	(7,823	)	$	(15,208	)	$	(17,782	)

													Accumulated			Noncontrolling Interests in																						Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated													Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total			Common Shares				Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total
and unit amounts)	Shares			Amount			Capital			Distributions			(Loss) Income			Ventures			Fund			Partnership			Equity			Shares		Amount		Capital			Distributions			Loss			Ventures			Fund			Partnership			Equity
Balance as of June 30, 2020		221,764		$	2,219		$	4,133,542		$	(397,220	)	$	(15,031	)	$	436,183		$	79,243		$	348,740		$	4,587,676
Balance as of March 31, 2021																													218,950	$	2,189	$	4,111,144		$	(476,051	)	$	(8,809	)	$	438,937		$	79,114		$	359,411		$	4,505,935
Net (loss) income		-			-			-			(6,958	)		-			3,566			(79	)		(652	)		(4,123	)		-		-		-			(15,943	)		-			7,428			(29	)		(1,584	)		(10,128	)
Common shares issued upon redemption of common units		24			-			399			-			-			-			-			(399	)		-			10		-		165			-			-			-			-			(165	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		(10	)		(2	)		-			-			-			-			-			-			(2	)		2		-		-			-			-			-			-			-			-
Repurchases of common shares		(1,233	)		(12	)		(8,508	)		-			-			-			-			-			(8,520	)
Dividends and distributions ($0.10 per share and unit)		-			-			-			(22,060	)		-			-			-			(2,113	)		(24,173	)
Dividends and distributions ($0.07 per share and unit)																													-		-		-			(15,327	)		-			-			-			(1,570	)		(16,897	)
Distributions to noncontrolling interests		-			-			-			-			-			(3,173	)		-			-			(3,173	)		-		-		-			-			-			(3,937	)		-			-			(3,937	)
Pro rata share of other comprehensive income of unconsolidated joint ventures		-			-			-			-			823			-			4			77			904			-		-		-			-			331			-			-			34			365
Amortization of equity awards		-			-			292			-			-			-			-			4,252			4,544			-		-		304			-			-			-			-			4,481			4,785
Reallocation of noncontrolling interest		-			-			2,762			-			-			-			-			(2,762	)		-			-		-		2,276			-			-			-			-			(2,276	)		-
Balance as of September 30, 2020		220,545		$	2,205		$	4,128,487		$	(426,238	)	$	(14,208	)	$	436,576		$	79,168		$	347,143		$	4,553,133
Balance as of June 30, 2021																													218,962	$	2,189	$	4,113,889		$	(507,321	)	$	(8,478	)	$	442,428		$	79,085		$	358,331		$	4,480,123

Balance as of June 30, 2019		234,124		$	2,341		$	4,214,193		$	(260,939	)	$	(5,525	)	$	365,278		$	81,949		$	416,092		$	4,813,389
Net income		-			-			-			7,082			-			3,051			109			758			11,000
Common shares issued upon redemption of common units		1			-			16			-			-			-			-			(16	)		-
Balance as of March 31, 2020																													221,750	$	2,219	$	4,102,287		$	(368,767	)	$	(13,478	)	$	359,120		$	80,476		$	345,335		$	4,507,192
Net (loss) income																													-		-		-			(6,270	)		-			405			(1,235	)		(584	)		(7,684	)
Common shares issued under Omnibus share plan, net of shares withheld for taxes		(7	)		-			-			(7	)		-			-			-			-			(7	)		14		-		-			(7	)		-			-			-			-			(7	)
Repurchases of common shares		(6,252	)		(62	)		(82,455	)		-			-			-			-			-			(82,517	)
Dividends and distributions ($0.10 per share and unit)		-			-			-			(22,795	)		-			-			-			(2,512	)		(25,307	)		-		-		-			(22,176	)		-			-			-			(2,116	)		(24,292	)
Contributions from noncontrolling interests		-			-			-			-			-			-			23			-			23			-		-		-			-			-			3,500			-			-			3,500
Distributions to noncontrolling interests		-			-			-			-			-			(5,118	)		-			-			(5,118	)		-		-		-			-			-			(3,185	)		-			-			(3,185	)
Change in value of interest rate swaps		-			-			-			-			(3,731	)		-			-			(400	)		(4,131	)
Pro rata share of other comprehensive income of unconsolidated joint ventures		-			-			-			-			37			-			-			4			41
Pro rata share of other comprehensive (loss) income of unconsolidated joint ventures																													-		-		-			-			(1,553	)		-			2			(145	)		(1,696	)
Amortization of equity awards		-			-			644			-			-			-			-			4,566			5,210			-		-		294			-			-			-			-			3,981			4,275
Acquisition of noncontrolling interest		-			-			-			-			-			-			(9,840	)		-			(9,840	)
Sale of a 10.0% interest in 1633 Broadway																													-		-		33,230			-			-			76,343			-			-			109,573
Reallocation of noncontrolling interest		-			-			1,991			-			-			-			-			(1,991	)		-			-		-		(2,269	)		-			-			-			-			2,269			-
Balance as of September 30, 2019		227,866		$	2,279		$	4,134,389		$	(276,659	)	$	(9,219	)	$	363,211		$	72,241		$	416,501		$	4,702,743
Balance as of June 30, 2020																													221,764	$	2,219	$	4,133,542		$	(397,220	)	$	(15,031	)	$	436,183		$	79,243		$	348,740		$	4,587,676

													Accumulated			Noncontrolling Interests in																								Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated															Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total			Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total
and unit amounts)	Shares			Amount			Capital			Distributions			(Loss) Income			Ventures			Fund			Partnership			Equity			Shares			Amount			Capital			Distributions			Loss			Ventures			Fund			Partnership			Equity
Balance as of December 31, 2020																													218,817		$	2,188		$	4,120,173		$	(456,393	)	$	(12,791	)	$	437,161		$	79,017		$	346,379		$	4,515,734
Net (loss) income																													-			-			-			(19,521	)		-			13,156			56			(1,935	)		(8,244	)
Common shares issued upon redemption of common units																													10			-			165			-			-			-			-			(165	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes																													135			1			-			(201	)		-			-			-			-			(200	)
Dividends and distributions ($0.14 per share and unit)																													-			-			-			(30,654	)		-			-			-			(3,132	)		(33,786	)
Contributions from noncontrolling interests																													-			-			-			-			-			121			-			-			121
Distributions to noncontrolling interests																													-			-			-			-			-			(8,562	)		-			-			(8,562	)
Pro rata share of other comprehensive income of unconsolidated joint ventures																													-			-			-			-			4,313			-			12			424			4,749
Amortization of equity awards																													-			-			611			-			-			-			-			9,700			10,311
Reallocation of noncontrolling interest																													-			-			(7,060	)		-			-			-			-			7,060			-
Other																													-			-			-			(552	)		-			552			-			-			-
Balance as of June 30, 2021																													218,962		$	2,189		$	4,113,889		$	(507,321	)	$	(8,478	)	$	442,428		$	79,085		$	358,331		$	4,480,123

Balance as of December 31, 2019		227,432		$	2,274		$	4,133,184		$	(349,557	)	$	(171	)	$	360,778		$	72,396		$	412,058		$	4,630,962			227,432		$	2,274		$	4,133,184		$	(349,557	)	$	(171	)	$	360,778		$	72,396		$	412,058		$	4,630,962
Net (loss) income		-			-			-			(9,880	)		-			5,485			(1,291	)		(895	)		(6,581	)		-			-			-			(2,922	)		-			1,919			(1,212	)		(243	)		(2,458	)
Common shares issued upon redemption of common units		5,150			51			85,659			-			-			-			-			(85,710	)		-			5,126			51			85,260			-			-			-			-			(85,311	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		53			1			-			(319	)		-			-			-			-			(318	)		63			3			-			(319	)		-			-			-			-			(316	)
Repurchases of common shares		(12,090	)		(121	)		(108,399	)		-			-			-			-			-			(108,520	)		(10,857	)		(109	)		(99,891	)		-			-			-			-			-			(100,000	)
Dividends and distributions ($0.30 per share and unit)		-			-			-			(66,482	)		-			-			-			(6,325	)		(72,807	)
Dividends and distributions ($0.20 per share and unit)																													-			-			-			(44,422	)		-			-			-			(4,212	)		(48,634	)
Contributions from noncontrolling interests		-			-			-			-			-			3,500			8,055			-			11,555			-			-			-			-			-			3,500			8,055			-			11,555
Distributions to noncontrolling interests		-			-			-			-			-			(9,530	)		-			-			(9,530	)		-			-			-			-			-			(6,357	)		-			-			(6,357	)
Pro rata share of other comprehensive (loss) income of unconsolidated joint ventures		-			-			-			-			(14,037	)		-			8			(1,424	)		(15,453	)		-			-			-			-			(14,860	)		-			4			(1,501	)		(16,357	)
Amortization of equity awards		-			-			984			-			-			-			-			13,268			14,252			-			-			692			-			-			-			-			9,016			9,708
Sale of a 10.0% interest in 1633 Broadway		-			-			33,230			-			-			76,343			-			-			109,573			-			-			33,230			-			-			76,343			-			-			109,573
Reallocation of noncontrolling interest		-			-			(16,171	)		-			-			-			-			16,171			-			-			-			(18,933	)		-			-			-			-			18,933			-
Balance as of September 30, 2020		220,545		$	2,205		$	4,128,487		$	(426,238	)	$	(14,208	)	$	436,576		$	79,168		$	347,143		$	4,553,133

Balance as of December 31, 2018		233,136		$	2,329		$	4,201,756		$	(219,906	)	$	16,621		$	394,995		$	66,887		$	428,982		$	4,891,664
Net income		-			-			-			13,246			-			8,253			256			1,419			23,174
Common shares issued upon redemption of common units		1,407			14			23,992			-			-			-			-			(24,006	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		49			3			-			(317	)		-			-			-			-			(314	)
Repurchases of common shares		(6,726	)		(67	)		(88,938	)		-			-			-			-			-			(89,005	)
Dividends and distributions ($0.30 per share and unit)		-			-			-			(69,682	)		-			-			-			(7,527	)		(77,209	)
Contributions from noncontrolling interests		-			-			-			-			-			-			14,989			-			14,989
Distributions to noncontrolling interests		-			-			-			-			-			(40,037	)		-			-			(40,037	)
Change in value of interest rate swaps		-			-			-			-			(25,757	)		-			-			(2,745	)		(28,502	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		-			-			-			-			(83	)		-			(51	)		(9	)		(143	)
Amortization of equity awards		-			-			1,984			-			-			-			-			15,982			17,966
Acquisition of noncontrolling interest		-			-			-			-			-			-			(9,840	)		-			(9,840	)
Reallocation of noncontrolling interest		-			-			(4,405	)		-			-			-			-			4,405			-
Balance as of September 30, 2019		227,866		$	2,279		$	4,134,389		$	(276,659	)	$	(9,219	)	$	363,211		$	72,241		$	416,501		$	4,702,743
Balance as of June 30, 2020																													221,764		$	2,219		$	4,133,542		$	(397,220	)	$	(15,031	)	$	436,183		$	79,243		$	348,740		$	4,587,676

	For the Nine Months Ended September 30,						For the Six Months Ended June 30,
(Amounts in thousands)	2020			2019			2021			2020
Cash Flows from Operating Activities:
Net (loss) income	$	(6,581	)	$	23,174
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss							$	(8,244	)	$	(2,458	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		176,722			188,772			118,230			117,833
Straight-lining of rental revenue		(24,170	)		(33,407	)		(9,632	)		(19,731	)
Amortization of stock-based compensation expense								10,229			9,638
Loss from unconsolidated joint ventures		14,444			2,815			21,033			10,176
Amortization of stock-based compensation expense		14,141			17,859
Amortization of deferred financing costs		6,957			8,450			4,640			4,637
Amortization of above and below-market leases, net		(4,653	)		(8,555	)
Distributions of earnings from unconsolidated joint ventures		1,688			2,852			623			1,459
Distributions of earnings from unconsolidated real estate funds		480			1,288			266			353
Amortization of above and below-market leases, net								(1,613	)		(2,744	)
Realized and unrealized (gains) losses on marketable securities								(1,480	)		560
Income from unconsolidated real estate funds		(85	)		(271	)		(328	)		(141	)
Realized and unrealized gains on marketable securities		(129	)		(2,395	)
Receipt of accrued interest on preferred equity investment		-			2,339
Gain on sale of real estate		-			(1,140	)
Other non-cash adjustments		231			(153	)		868			152
Changes in operating assets and liabilities:
Accounts and other receivables		3,942			(324	)		4,136			493
Deferred charges		(10,116	)		(16,620	)		(4,506	)		(8,107	)
Other assets		(36,068	)		25,963			(5,569	)		(4,367	)
Accounts payable and accrued expenses		2,827			(5,457	)		3,698			(4,148	)
Other liabilities		(61	)		1,457			2,107			(494	)
Net cash provided by operating activities		139,569			206,647			134,458			103,111

Cash Flows from Investing Activities:
Additions to real estate		(60,348	)		(70,094	)		(52,114	)		(46,575	)
Contributions of capital to unconsolidated joint ventures								(11,750	)		-
Purchases of marketable securities								(9,562	)		(9,248	)
Sales of marketable securities								11,381			19,049
Repayment of amounts due from affiliates		36,918			181,000			-			36,918
Sales of marketable securities		19,049			15,738
Purchases of marketable securities		(12,207	)		(11,945	)
Contributions of capital to unconsolidated real estate funds		(2,945	)		(3,860	)		-			(2,936	)
Due from affiliates		-			(181,000	)
Proceeds from sale of real estate		-			150,307
Investments in and contributions of capital to unconsolidated joint ventures		-			(148,896	)
Redemption of preferred equity investment		-			33,750
Real estate acquisition deposits		-			(25,000	)
Distributions of capital from unconsolidated real estate funds		-			1,613
Net cash used in investing activities		(19,533	)		(58,387	)		(62,045	)		(2,792	)

	For the Nine Months Ended September 30,						For the Six Months Ended June 30,
(Amounts in thousands)	2020			2019			2021			2020
Cash Flows from Financing Activities:
Dividends paid to common stockholders							$	(30,643	)	$	(44,989	)
Proceeds from notes and mortgages payable								12,430			3,073
Distributions to noncontrolling interests								(8,562	)		(6,357	)
Distributions paid to common unitholders								(3,042	)		(4,608	)
Contributions from noncontrolling interests								121			11,555
Repurchase of shares related to stock compensation agreements and related tax withholdings								(200	)		(316	)
Borrowings under revolving credit facility	$	163,082		$	195,000			-			163,082
Proceeds from the sale of a 10.0% interest in 1633 Broadway		111,984			-			-			111,984
Repurchases of common shares		(108,520	)		(89,005	)		-			(100,000	)
Dividends paid to common stockholders		(67,165	)		(70,243	)
Distributions paid to common unitholders		(6,724	)		(7,561	)
Contributions from noncontrolling interests		11,555			14,989
Distributions to noncontrolling interests		(9,530	)		(40,037	)
Repayment of note payable issued in connection with the acquisition of noncontrolling interest in unconsolidated real estate fund		(8,771	)		-			-			(8,771	)
Proceeds from notes and mortgages payable		9,791			3,200
Repurchase of shares related to stock compensation agreements and related tax withholdings		(318	)		(314	)
Repayment of borrowings under revolving credit facility		-			(195,000	)
Acquisition of noncontrolling interest in consolidated real estate fund		-			(1,000	)
Debt issuance costs		-			(260	)
Net cash provided by (used in) financing activities		95,384			(190,231	)
Net cash (used in) provided by financing activities								(29,896	)		124,653

Net increase (decrease) in cash and cash equivalents and restricted cash		215,420			(41,971	)
Net increase in cash and cash equivalents and restricted cash								42,517			224,972
Cash and cash equivalents and restricted cash at beginning of period		331,487			365,409			465,324			331,487
Cash and cash equivalents and restricted cash at end of period	$	546,907		$	323,438		$	507,841		$	556,459


Reconciliation of Cash and Cash Equivalents and Restricted Cash:	Reconciliation of Cash and Cash Equivalents and Restricted Cash:						Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	306,215		$	339,653		$	434,530		$	306,215
Restricted cash at beginning of period		25,272			25,756			30,794			25,272
Cash and cash equivalents and restricted cash at beginning of period	$	331,487		$	365,409		$	465,324		$	331,487

Cash and cash equivalents at end of period	$	515,942		$	298,066		$	475,289		$	522,502
Restricted cash at end of period		30,965			25,372			32,552			33,957
Cash and cash equivalents and restricted cash at end of period	$	546,907		$	323,438		$	507,841		$	556,459

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	102,379		$	104,616		$	65,227		$	68,920
Cash payments for income taxes, net of refunds		1,440			2,049			210			1,130

Non-Cash Transactions:
Common shares issued upon redemption of common units		85,710			24,006
Dividends and distributions declared but not yet paid		24,173			25,307			16,897			24,292
Additions to real estate included in accounts payable and accrued expenses		14,644			13,342			10,484			16,232
Write-off of fully amortized and/or depreciated assets		8,677			5,292			37,149			8,612
Change in value of interest rate swaps		-			28,502
Note payable issued in connection with the acquisition of noncontrolling interest in unconsolidated real estate fund		-			8,771
Common shares issued upon redemption of common units								165			85,311

As used in these consolidated financial statements, unless otherwise indicated, all references to “we,” “us,” “our,” the “Company,” and “Paramount” refer to Paramount Group, Inc., a Maryland corporation, and its consolidated subsidiaries, including Paramount Group Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership. We are a fully-integrated real estate investment trust (“REIT”) focused on owning, operating, managing, acquiring and redeveloping high-quality, Class A office properties in select central business district submarkets of New York City and San Francisco. As of June 30, 2021, our portfolio consisted of 13 Class A properties aggregating 12.9 million square feet. We conduct our business through, and substantially all of our interests in properties and investments are held by, the Operating Partnership. We are the sole general partner of, and owned approximately ~~91.4%~~91.0% of, the Operating Partnership as of ~~September~~June 30, ~~2020.~~2021.

In March 2020, the World Health Organization declared coronavirus 2019 (“COVID-19”) a global pandemic. The outbreak of COVID-19 ~~has~~ caused ~~and continues to cause,~~ severe disruptions in the global ~~economy, and has~~economy. These disruptions have adversely impacted businesses and financial markets, including that of ~~the United States. Specifically,~~ New York and San Francisco, the markets in which we operate and where ~~a majority~~all of our assets are ~~located, initially reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel,~~located. As a result, several of our tenants sought deferrals and/or short-term relief of their rental obligations and ~~restriction on~~we provided relief to select tenants.

By February 2021, the ~~types~~U.S. Food and Drug Administration had issued emergency use authorizations of ~~business that could operate. These measures have had and continue to have a significant adverse impact on businesses.~~three vaccines for the prevention of COVID-19. In ~~June 2020,~~July 2021, New York and San Francisco ~~began their “re-opening” process by easing~~lifted most COVID-19 restrictions ~~that were initially imposed and provided for~~since a phased-in approach towards reopening that would enable businesses to operate; however, in mid-July, amidst a rise in COVID-19 cases, San Francisco mandated an “indefinite pause” to their re-opening process. On October 20, 2020, San Francisco announced that they will re-open most non-essential businesses effective October 27, 2020, albeit with certain restrictions.

As of September 30, 2020, our portfolio consisted of 14 Class A properties aggregating 13.1 million square feet that was 95.5.% leased, primarily to office tenants. The office tenants in our portfolio account for approximately 97.0% of our annualized rents and the remaining 3.0% is derived from non-office tenants (i.e. retail, parking garages and 2 theatres). Since the outbreak of COVID-19, we have received several requests from tenants seeking “short-term” rent relief and have entered into agreements with select tenants to abate and/or defer asignificant portion of their ~~2020 rental obligations. We~~populations have been vaccinated. Notwithstanding the vaccination success, multiple variants of the virus that cause COVID-19 continue to ~~evaluate tenant requests on a case-by-case basis~~persist globally and ~~are closely monitoring all rent collections. During~~in the ~~three months ended September 30, 2020, our portfolio-wide rent collections were 97.5%, including 99.0% from office tenants and 50.4% from non-office tenants. We~~United States. While we continue to navigate the crisis and monitor the impact of ~~COVID-19~~the pandemic on our business, ~~our tenants and~~ the industry as a whole. During the three and nine months ended September 30, 2020, we recorded non-cash write-offs, primarily for straight-line rent receivables, of $14,863,000 and $26,172,000, respectively, and during the nine months ended September 30, 2020, we recorded reserves for uncollectible accounts receivable of $2,051,000. The rapid development and fluidity of this situation precludes us at this time from making any predictions as to the ultimate impact COVID-19 may have on our future financial condition, results of operations and cash flows.

The accompanying consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted. These consolidated financial statements include the accounts of Paramount and its consolidated subsidiaries, including the Operating Partnership. In the opinion of management, all significant adjustments (which include only normal recurring adjustments) and eliminations (which include intercompany balances and transactions) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. The consolidated balance sheet as of December 31, ~~2019~~2020 was derived from audited financial statements as of that date, but does not include all information and disclosures required by GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, as filed with the SEC.

There are no material changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, are not necessarily indicative of the operating results for the full year.

~~Certain prior year balances have been reclassified to conform to current year presentation. See Note 4,~~ ~~Discontinued Operations.~~

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board (“FASB”) ~~issued ASU 2016-13, an update to Accounting Standards Codification (“ASC”) Topic 326,~~ ~~Financial Instruments – Credit Losses~~. ASU 2016-13 requires measurement and recognition of expected credit losses on financial instruments measured at amortized cost at the end of each reporting period rather than recognizing the credit losses when it is probable that the loss has been incurred in accordance with current guidance. In November 2018, the FASB issued ASU 2018-19, which clarified that receivables arising from operating leases are not within the scope of ASC Topic 326, and instead, impairment of receivables arising from operating leases should be accounted for under the scope of ASC Topic 842, ~~Leases.~~ In May 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting ASU 2016-13 by allowing entities to elect the fair value option on certain financial instruments. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2019, with early adoption permitted. We adopted the provisions of ASU 2016-13 on January 1, 2020. This adoption did not have an impact on our consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-13, an update to ASC Topic 820,~~ ~~Fair Value Measurements~~. ASU 2018-13 modifies the disclosure requirements in ASC Topic 820, by (i) removing certain disclosure requirements related to transfers between Level 1 and Level 2 of the fair value hierarchy and the valuation processes for Level 3 fair value measurements, (ii) modifying existing disclosure requirements related to measurement uncertainty and (iii) adding new disclosure requirements related to changes in unrealized gains or losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and disclosures related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2019, with early adoption permitted. We adopted the provisions of ASU 2018-13 on January 1, 2020. This adoption did not have an impact on our consolidated financial statements.

~~In October 2018, the FASB issued ASU 2018-17, an update to ASC Topic 810,~~ ~~Consolidations.~~ ~~ASU 2018-17 requires r~~eporting entities to consider indirect interests held by related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety in determining whether a decision-making fee is a variable interest. ASU 2018-17 is effective for ~~interim and annual reporting periods in fiscal years that begin after December 15, 2019, with early adoption~~ ~~permitted.~~ ~~We adopted the provisions of ASU 2018-17 on January 1, 2020. This adoption did not have an impact on our consolidated financial statements.~~

~~In December 2019, the FASB~~ issued ASU 2019-12, an update to ASC Topic 740, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC Topic 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC Topic 740. ASU 2019-12 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2020, with early adoption permitted. We ~~are evaluating~~adopted the ~~impact~~provisions of ASU 2019-12 on January 1, 2021. This adoption did not have an impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, which adds ASC Topic 848, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting.~~ Reporting. ASU 2020-04 provides temporary optional expedients and exceptions to ease financial reporting burdens related to applying current GAAP to modifications of contracts, hedging relationships and other transactions in connection with the transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01 to clarify that certain optional expedients and exceptions apply to modifications of derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and for calculating price alignment interest. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022 and ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to such transactions through December 31, 2022. We will apply ASU 2020-04 and ASU 2021-01 prospectively as and when we enter into ~~the~~ transactions to which ~~this guidance applies.~~these updates apply.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 global pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. We have accounted for lease modifications executed as a result of COVID-19 under ASC Topic 842, ~~Leases, and have elected not to use the option available in the Lease Modification Q&A. Accordingly, the Lease Modification Q&A did not have an impact on our consolidated financial statements.~~

In August 2020, the FASB issued ASU 2020-06, an update to ASC Topic 470, Subtopic - 20, Debt - Debt with Conversion and Other Options, and ASC Topic 815, Subtopic –- 4, Derivatives and Hedging - Contracts in Entity's Own Equity. ASU 2020-06 simplifies the guidance for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity by reducing the number of accounting models for convertible instruments and amends guidance in ASC Topic 260, Earnings Per Share, relating to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2021, with early adoption permitted for fiscal years that begin after December 15, 2020. We are evaluating the impact of ASU 2020-06 on our consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. ASU 2020-10 codifies the disclosure guidance of all codifications which provide entities with an option to either present information on the face or disclose it in the notes to the financial statements. ASU 2020-10 also clarifies application of various provisions in the codifications where the guidance may have been unclear. ASU 2020-10 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2020, with early adoption permitted. We adopted the provisions of ASU 2020-10 on January 1, 2021. This adoption did not have an impact on our consolidated financial statements.

~~On May 27,~~Over the past three years, we sold the remaining assets in our Washington, D.C. portfolio, thereby exiting the Washington, D.C. office market. These dispositions represented a strategic shift in our operations and met the criteria for classifying our Washington, D.C. segment as “discontinued operations,” in accordance with ASC Topic 205, Presentation of Financial Statements. Accordingly, effective March 31, 2020, we ~~completed~~reclassified the sale of a 10.0% interest in 1633 Broadway, a 2.5 million square foot trophy office building located in New York City. The transaction valued the property at $2.4 billion, or $960 per square foot and included the assumption of the existing $1.25 billion mortgage loan. Accordingly, we realized net proceeds of $111,984,000 from the sale after transaction costs. We continue to consolidate financial results of the property into our consolidated financial statements and reflect the 10.0% interest we do not own as noncontrolling interests.

On March 6, 2020, we entered into an agreement to sell 1899 Pennsylvania Avenue, a 191,000 square foot, unencumbered office building located in Washington, D.C., for $115,000,000. The transaction, which is subject to customary closing conditions, is expected to close in the fourth quarter of 2020. We have included the assets and liabilities, and results of operations of ~~1899 Pennsylvania Avenue within~~our Washington, D.C. segment as discontinued operations.

The tables below provide the details of the results of operations and the details of the cash flows related to discontinued operations for ~~all~~the periods ~~presented herein. See Note 4,~~ ~~Discontinued Operations.~~set forth below.

On September 26, 2019, we sold Liberty Place, a 172,000 square foot office building in Washington, D.C., for $154,500,000. In connection therewith, we recognized a gain of $1,140,000, which is included as a component of “income from discontinued operations” on our consolidated statements of income for the three and nine months ended September 30, 2019. See Note 4, ~~Discontinued Operations~~.

On March 6, 2020, we entered into an agreement to sell 1899 Pennsylvania Avenue, our sole remaining property in Washington, D.C. This disposition represents a strategic shift in our operations, where over the past two years, we have essentially exited the Washington, D.C. office market by selling or entering into agreements to sell all of the assets in our Washington, D.C. portfolio. The disposition of this sole remaining asset meets the criteria of discontinued operations, under ASC Topic 205, ~~Presentation of Financial Statements.~~ ~~Accordingly, we have reclassified the assets and liabilities and the results of operations of our Washington, D.C. segment as discontinued operations for all periods presented.~~

The tables below set forth the details of the assets and liabilities, results of operations and the details of the cash flows related to discontinued operations as of the dates thereof and for the periods set forth below.

The following tables summarize our investments in unconsolidated joint ventures as of the dates thereof and the income or loss from these investments for the periods set forth below.

(Amounts in thousands)		Paramount	As of					Paramount	As of
Our Share of Investments:		Ownership	September 30, 2020		December 31, 2019			Ownership	June 30, 2021		December 31, 2020
712 Fifth Avenue ⁽¹⁾		50.0%	$	-	$	-		50.0%	$	-	$	-
Market Center		67.0%		195,419		219,593		67.0%		189,985		192,306
55 Second Street ⁽²⁾		44.1%		93,225		95,384		44.1%		90,829		92,298
111 Sutter Street		49.0%		38,550		41,519		49.0%		36,634		37,818
60 Wall Street ⁽²⁾		5.0%		19,154		19,777		5.0%		19,198		19,164
One Steuart Lane ⁽²⁾		35.0% ⁽³⁾		67,769		69,536		35.0% ⁽³⁾		67,292		67,505
Oder-Center, Germany ⁽²⁾		9.5%		3,475		3,371		9.5%		3,626		3,633
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures		$	417,592	$	449,180	Investments in unconsolidated joint ventures		$	407,564	$	412,724

																For the Three Months Ended								For the Six Months Ended
(Amounts in thousands)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						(Amounts in thousands)			June 30,								June 30,
Our Share of Net (Loss) Income:	2020			2019			2020			2019
Our Share of Net Loss:													Our Share of Net Loss:			2021				2020				2021				2020
712 Fifth Avenue ⁽¹⁾	$	229		$	373		$	458		$	1,290		712 Fifth Avenue ⁽¹⁾			$	(11,128	)		$	229			$	(11,128	)		$	229
Market Center⁽⁴⁾		(2,654	)		-			(8,578	)		-			(2,914	)			(3,070	)			(7,044	)			(5,924	)
55 Second Street ⁽⁵⁾⁽²⁾		(713	)		(336	)		(2,059	)		(336	)		(847	)			(662	)			(1,469	)			(1,346	)
111 Sutter Street ⁽⁶⁾		(884	)		(1,266	)		(2,413	)		(3,387	)		(699	)			(919	)			(1,189	)			(1,529	)
60 Wall Street ⁽²⁾		10			(138	)		(81	)		(436	)	60 Wall Street ⁽²⁾				17				(9	)			34				(91	)
One Steuart Lane ⁽²⁾		(223	)		1			(1,773	)		(6	)	One Steuart Lane ⁽²⁾				(132	)			(1,549	)			(225	)			(1,550	)
Oder-Center, Germany ⁽²⁾		(33	)		34			2			60		Oder-Center, Germany ⁽²⁾				(14	)			25				(12	)			35
Loss from unconsolidated joint ventures	$	(4,268	)	$	(1,332	)	$	(14,444	)	$	(2,815	)	Loss from unconsolidated joint ventures			$	(15,717	)		$	(5,955	)		$	(21,033	)		$	(10,176	)

The following tables provide the combined summarized financial information of our unconsolidated joint ventures as of the dates thereof and for the periods set forth below.

(Amounts in thousands)	As of				As of
Balance Sheets:	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Real estate, net	$	2,638,584	$	2,581,738	$	2,709,681	$	2,674,858
Cash and cash equivalents and restricted cash		112,392		75,071		173,497		120,149
Intangible assets, net		124,754		172,041		83,907		110,307
Other assets		46,816		36,218		45,704		45,761
Total assets	$	2,922,546	$	2,865,068	$	3,012,789	$	2,951,075

Notes and mortgages payable, net	$	1,753,699	$	1,648,403	$	1,871,120	$	1,801,084
Intangible liabilities, net		29,106		38,377		22,524		26,772
Other liabilities		93,518		65,759		71,917		87,575
Total liabilities		1,876,323		1,752,539		1,965,561		1,915,431
Equity		1,046,223		1,112,529		1,047,228		1,035,644
Total liabilities and equity	$	2,922,546	$	2,865,068	$	3,012,789	$	2,951,075


(Amounts in thousands)	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	September 30,						September 30,
Income Statements:	2020			2019			2020			2019			2021			2020			2021			2020
Revenues:
Rental revenue	$	61,340		$	40,361		$	182,923		$	115,041		$	57,195		$	59,136		$	113,723		$	121,583
Fee and other income		625			827			2,149			1,317
Other income														581			777			1,338			1,524
Total revenues		61,965			41,188			185,072			116,358			57,776			59,913			115,061			123,107
Expenses:
Operating		26,381			17,670			81,963			47,347			25,467			29,642			50,577			55,582
Depreciation and amortization		29,700			17,252			88,981			46,459			27,014			29,099			54,467			59,281
Total expenses		56,081			34,922			170,944			93,806			52,481			58,741			105,044			114,863
Other income (expense):
Interest and other (loss) income, net		(45	)		179			3			478
Interest and other (loss) income														(23	)		(29	)		(56	)		48
Interest and debt expense		(14,030	)		(12,902	)		(44,244	)		(36,752	)		(13,892	)		(14,305	)		(27,632	)		(30,214	)
Net loss before income taxes		(8,191	)		(6,457	)		(30,113	)		(13,722	)		(8,620	)		(13,162	)		(17,671	)		(21,922	)
Income tax (expense) benefit		(1	)		2			(45	)		(6	)
Income tax benefit (expense)														1			(5	)		(15	)		(44	)
Net loss	$	(8,192	)	$	(6,455	)	$	(30,158	)	$	(13,728	)	$	(8,619	)	$	(13,167	)	$	(17,686	)	$	(21,966	)

We are the general partner and investment manager of Paramount Group Real Estate Fund VIII, LP (“Fund VIII”) and Paramount Group Real Estate Fund X, LP and its parallel fund, Paramount Group Real Estate Fund X-ECI, LP, (collectively, “Fund X”), our Alternative Investment Funds, which invest in mortgage and mezzanine loans and preferred equity investments. While Fund VIII’s investment period has ended, Fund X’s investment period ends in ~~April 2020.~~December 2025. As of ~~September~~June 30, ~~2020, Fund VIII had invested $627,088,000 of the $775,200,000 of capital committed.~~2021, Fund X has invested $78,791,000 of the $192,000,000 of capital ~~committed as of September 30, 2020.~~committed. Our ownership interest in Fund VIII and Fund X was approximately 1.3% and 7.8%, ~~respectively.~~respectively, as of June 30, 2021.

~~At September~~As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our share of the investments in the ~~Alternative Investment Funds~~above mentioned unconsolidated real estate funds aggregated ~~$12,867,000~~$12,979,000 and ~~$10,317,000, respectively. We~~$12,917,000, respectively, and we recognized ~~loss~~$148,000 and $89,000 for our share of ~~$56,000 and~~ income ~~of $206,000 for~~in the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and $328,000 and $141,000 for our share of income ~~of $85,000 and $271,000 for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

The following tables summarize our intangible assets (acquired above-market leases and acquired in-place leases) and intangible liabilities (acquired below-market leases) and the related amortization as of the dates thereof and for the periods set forth below.

	As of						As of
(Amounts in thousands)	September 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
Intangible assets:
Gross amount	$	436,851		$	466,099		$	381,169		$	436,851
Accumulated amortization		(269,176	)		(262,930	)		(245,405	)		(283,332	)
	$	167,675		$	203,169		$	135,764		$	153,519
Intangible liabilities:
Gross amount	$	163,977		$	174,670		$	156,478		$	163,977
Accumulated amortization		(102,492	)		(100,881	)		(106,086	)		(107,981	)
	$	61,485		$	73,789		$	50,392		$	55,996

	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Six Months Ended
	September 30,				September 30,				June 30,				June 30,
(Amounts in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Amortization of above and below-market leases, net (component of "rental revenue")	$	1,910	$	2,571	$	4,688	$	8,614	$	758	$	1,235	$	1,613	$	2,778
Amortization of acquired in-place leases (component of "depreciation and amortization")		9,195		11,379		27,877		35,909		6,551		9,190		13,770		18,682

The following table sets forth annual amortization of acquired above and below-market leases, net and amortization of acquired in-place leases for each of the five succeeding years commencing from January 1, ~~2021.~~2022.

(Amounts in thousands) For the Year Ending December 31,	Above and Below-Market Leases, Net		In-Place Leases		Above and Below-Market Leases, Net		In-Place Leases
2021	$	3,626	$	26,375
2022		1,156		21,878	$	1,345	$	21,644
2023		4,583		17,811		5,080		17,705
2024		5,523		14,342		6,020		14,248
2025		4,167		10,435		4,674		10,451
2026						2,801		7,896


			Interest Rate											Interest Rate
	Maturity	Fixed/	as of			As of						Maturity	Fixed/	as of			As of
(Amounts in thousands)	Date	Variable Rate	September 30, 2020			September 30, 2020			December 31, 2019			Date	Variable Rate	June 30, 2021			June 30, 2021			December 31, 2020
Notes and mortgages payable:	Notes and mortgages payable:											Notes and mortgages payable:
1633 Broadway ⁽¹⁾	Dec-2029	Fixed		2.99	%	$	1,250,000		$	1,250,000		Dec-2029	Fixed		2.99	%	$	1,250,000		$	1,250,000

One Market Plaza ⁽¹⁾	Feb-2024	Fixed		4.03	%		975,000			975,000		Feb-2024	Fixed		4.03	%		975,000			975,000

1301 Avenue of the Americas(2)	1301 Avenue of the Americas(2)											1301 Avenue of the Americas(2)
	Nov-2021	Fixed		3.05	%		500,000			500,000		Nov-2021	Fixed		3.05	%		500,000			500,000
	Nov-2021	L + 180 bps		1.99	%		350,000			350,000		Nov-2021	L + 180 bps		1.93	%		350,000			350,000
				2.61	%		850,000			850,000					2.59	%		850,000			850,000

31 West 52nd Street	May-2026	Fixed		3.80	%		500,000			500,000		June-2026	Fixed		3.80	%		500,000			500,000

300 Mission Street ⁽¹⁾	Oct-2023	Fixed		3.65	%		244,434			234,643		Oct-2023	Fixed		3.65	%		256,864			244,434

Total notes and mortgages payable	Total notes and mortgages payable			3.32	%		3,819,434			3,809,643		Total notes and mortgages payable			3.32	%		3,831,864			3,819,434
Less: unamortized deferred financing costs	Less: unamortized deferred financing costs						(20,490	)		(25,792	)	Less: unamortized deferred financing costs						(15,105	)		(18,695	)
Total notes and mortgages payable, net	Total notes and mortgages payable, net					$	3,798,944		$	3,783,851		Total notes and mortgages payable, net					$	3,816,759		$	3,800,739

$1.0 Billion Revolving Credit Facility	Jan-2022	L + 115 bps		1.30	%	$	200,000		$	36,918		Jan-2022 ⁽³⁾	L + 115 bps	n/a			$	-		$	-

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to ~~an additional~~ $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. ~~From January 1, 2020 through October 28,~~During 2020, we repurchased 13,813,158 common shares at a weighted average price of $8.69 per share, or $120,000,000 in the ~~aggregate. Of the 13,813,158~~aggregate, of which 10,856,865 common ~~shares repurchased, (i) 10,856,865~~ shares were repurchased in the ~~three~~six months ended ~~March 31,~~June 30, 2020, at a weighted average price of $9.21 per share, or $100,000,000 in the ~~aggregate, (ii) 1,233,190~~aggregate. We did not repurchase any shares ~~were repurchased~~ in the ~~three~~six months ended ~~September~~June 30, 2020 at a weighted average price of $6.91 per share, or $8,520,000 in the aggregate, and (iii) the remaining 1,723,103 shares were repurchased in October 2020 at a weighted average price of $6.66 per share, or $11,480,000 in the aggregate.2021. We have $80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

The following table sets forth changes in accumulated other comprehensive loss by component for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, including amounts attributable to noncontrolling interests in the Operating Partnership.

Noncontrolling interests in consolidated joint ventures asconsist of ~~September 30, 2020 was $436,576,000, and represents the~~ equity interests held by third parties in 1633 Broadway, One Market Plaza and 300 Mission Street. As of June 30, 2021 and December 31, ~~2019,~~2020, noncontrolling interests in our consolidated joint ventures ~~was $360,778,000,~~aggregated $442,428,000 and ~~represented equity interests held by third parties in One Market Plaza and 300 Mission Street.~~$437,161,000, respectively.

Noncontrolling interests in our consolidated real estate fund consists of equity interests held by third parties in our Residential Development Fund. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the noncontrolling interest in our consolidated real estate fund aggregated ~~$79,168,000~~$79,085,000 and ~~$72,396,000,~~$79,017,000, respectively.

Noncontrolling interests in the Operating Partnership represent common units of the Operating Partnership that are held by third parties, including management, and units issued to management under equity incentive plans. Common units of the Operating Partnership may be tendered for redemption to the Operating Partnership for cash. We, at our option, may assume that obligation and pay the holder either cash or common shares on a one-for-one basis. Since the number of common shares outstanding is equal to the number of common units owned by us, the redemption value of each common unit is equal to the market value of each common share and distributions paid to each common unitholder is equivalent to dividends paid to common stockholders. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, noncontrolling interests in the Operating Partnership on our consolidated balance sheets had a carrying amount of ~~$347,143,000~~$358,331,000 and ~~$412,058,000,~~$346,379,000, respectively, and a redemption value of ~~$146,956,000~~$219,516,000 and ~~$344,638,000, respectively.~~$187,640,000, respectively, based on the closing share price of our common stock on the New York Stock Exchange.

In the normal course of business, we are the general partner of various types of investment vehicles, which may be considered VIEs. We may, from time to time, own equity or debt securities through vehicles, each of which are considered variable interests. Our involvement in financing the operations of the VIEs is generally limited to our investments in the entity. We consolidate these entities when we are deemed to be the primary beneficiary.

We are the sole general partner of, and owned approximately ~~91.4%~~91.0% of, the Operating Partnership as of ~~September~~June 30, ~~2020.~~2021. The Operating Partnership is considered a VIE and is consolidated in our consolidated financial statements. Since we conduct our business through and substantially all of our interests are held by the Operating Partnership, the assets and liabilities on our consolidated financial statements represent the assets and liabilities of the Operating Partnership. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Operating Partnership held interests in consolidated VIEs owning properties and a real estate fund that were determined to be VIEs. The assets of these consolidated VIEs may only be used to settle the obligations of the entities and such obligations are secured only by the assets of the entities and are non-recourse to the Operating Partnership or us. The following table summarizes the assets and liabilities of consolidated VIEs of the Operating Partnership.

	As of				As of
(Amounts in thousands)	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Real estate, net	$	3,474,281	$	1,685,391	$	3,454,201	$	3,470,766
Cash and cash equivalents and restricted cash		120,883		69,828		178,873		134,647
Investments in unconsolidated joint ventures		67,769		69,535		67,292		67,505
Accounts and other receivables		3,852		2,140		5,236		6,871
Deferred rent receivable		183,890		57,338		202,371		192,401
Deferred charges, net		56,647		24,030		52,008		55,156
Intangible assets, net		81,066		29,872		69,171		76,545
Other assets		33,954		21,132		24,619		21,496
Total VIE assets	$	4,022,342	$	1,959,266	$	4,053,771	$	4,025,387

Notes and mortgages payable, net	$	2,456,764	$	1,205,324	$	2,470,718	$	2,457,272
Accounts payable and accrued expenses		51,383		35,252		54,186		51,590
Intangible liabilities, net		33,733		19,841		30,504		33,566
Other liabilities		4,398		13,047		5,412		4,486
Total VIE liabilities	$	2,546,278	$	1,273,464	$	2,560,820	$	2,546,914

As of ~~September~~June 30, ~~2020,~~2021, the Operating Partnership held variable interests in entities that own our unconsolidated real estate funds that were deemed to be VIEs. The following table summarizes our investments in these unconsolidated real estate funds and the maximum risk of loss from these investments.

	As of					As of
(Amounts in thousands)	September 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
Investments	$	12,867	$	10,317		$	12,979	$	12,917
Asset management fees and other receivables		842		37,563	⁽¹⁾		236		561
Maximum risk of loss	$	13,709	$	47,880		$	13,215	$	13,478

⁽¹⁾~~Includes a $36,918 note receivable from Fund X that was repaid on March 27, 2020. See Note 20,~~ ~~Related Parties.~~

The following table summarizes the fair value of our financial assets that are measured at fair value on our consolidated balance sheets as of the dates set forth below, based on their levels in the fair value hierarchy.

	As of September 30, 2020								As of June 30, 2021
(Amounts in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities (included in "other assets")	$	14,926	$	14,926	$	-	$	-	$	16,839	$	16,839	$	-	$	-
Total assets	$	14,926	$	14,926	$	-	$	-	$	16,839	$	16,839	$	-	$	-

	As of December 31, 2019								As of December 31, 2020
(Amounts in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities (included in "other assets")	$	21,639	$	21,639	$	-	$	-	$	17,178	$	17,178	$	-	$	-
Total assets	$	21,639	$	21,639	$	-	$	-	$	17,178	$	17,178	$	-	$	-

Financial liabilities not measured at fair value on our consolidated balance sheets consist of notes and mortgages payable, and the revolving credit facility. The following table summarizes the carrying amounts and fair value of these financial instruments as of the dates set forth below.

	As of September 30, 2020				As of December 31, 2019				As of June 30, 2021				As of December 31, 2020
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes and mortgages payable	$	3,819,434	$	3,871,899	$	3,809,643	$	3,848,266	$	3,831,864	$	3,878,237	$	3,819,434	$	3,871,644
Revolving credit facility		200,000		200,007		36,918		36,919		-		-		-		-
Total liabilities	$	4,019,434	$	4,071,906	$	3,846,561	$	3,885,185	$	3,831,864	$	3,878,237	$	3,819,434	$	3,871,644

We lease office, retail and storage space to tenants, primarily under non-cancellable operating leases, which generally have terms ~~generally~~ ranging from five to fifteen years. Most of our leases provide tenants with extension options at either fixed or market rates and few of our leases provide tenants with options to early terminate, but such options generally impose an economic penalty on the tenant upon exercising. ~~Our leases provide for~~Rental revenue is recognized in accordance with ASC Topic 842, Leases, and includes (i) fixed payments of cash rents, which represents revenue each tenant pays in accordance with the terms of its respective lease and that is recognized on a straight-line basis over the non-cancellable term of the lease, and includes the effects of rent steps and rent abatements under the leases, ~~and~~ (ii) variable payments of tenant reimbursements, which are recoveries of all or a portion of the operating expenses and real estate taxes of the property and is recognized in the same period as the expenses are ~~incurred.~~incurred, (iii) amortization of acquired above and below-market leases, net and (iv) lease termination income.

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,					For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Amounts in thousands)	2020			2019		2020			2019		2021			2020			2021			2020
Rental revenues:
Rental revenue:
Fixed	$	153,065	⁽¹⁾	$	163,123	$	467,609	⁽¹⁾	$	484,587	$	159,641		$	153,868	⁽¹⁾	$	320,270		$	314,544	⁽¹⁾
Variable		12,355			17,992		37,225			45,913		14,987	⁽²⁾		10,121			27,504	⁽²⁾		24,870
Total rental revenues	$	165,420		$	181,115	$	504,834		$	530,500
Total rental revenue											$	174,628		$	163,989		$	347,774		$	339,414

The following table is a schedule of future undiscounted cash flows under ~~non-cancelable~~non-cancellable operating leases in effect as of ~~September~~June 30, ~~2020,~~2021, for the ~~three-month~~six-month period from ~~October~~July 1, ~~2020~~2021 through December 31, ~~2020~~2021, and each of the five succeeding years and thereafter commencing January 1, ~~2021.~~2022.

(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
2020		$	158,252
2021			638,462		$	320,578
2022			627,424			632,390
2023			603,824			607,310
2024			576,766			580,419
2025			516,604			522,620
2026						426,925
Thereafter			2,352,959			2,007,828
Total		$	5,474,291		$	5,098,070

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)	(Amounts in thousands)	2020		2019		2020		2019		(Amounts in thousands)	2021		2020		2021		2020
Fee income:
Asset management										Asset management	$	3,409	$	3,571	$	6,895	$	7,092
Property management		$	2,270	$	1,692	$	6,959	$	4,933			2,085		2,239		4,281		4,689
Asset management			3,636		2,665		10,728		7,273
Acquisition, disposition and leasing	Acquisition, disposition and leasing		2,586		2,104		2,586		3,435	Acquisition, disposition and leasing		439		-		439		-
Other	Other		661		698		1,419		1,730	Other		268		399		1,256		758
Total fee income	Total fee income		9,153		7,159		21,692		17,371	Total fee income		6,201		6,209		12,871		12,539
Other income ⁽¹⁾	Other income ⁽¹⁾		2,202		2,979		5,353		9,114	Other income ⁽¹⁾		1,440		920		2,790		3,151
Total fee and other income	Total fee and other income	$	11,355	$	10,138	$	27,045	$	26,485	Total fee and other income	$	7,641	$	7,129	$	15,661	$	15,690

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Interest income, net	$	364	$	1,072	$	1,780	$	4,190	$	397	$	428	$	787	$	1,416
Mark-to-market of investments in our deferred compensation plans ⁽¹⁾		740		150		580		3,061		673		1,824		1,585		(160	)
Preferred equity investment income⁽²⁾		-		-		-		454
Total interest and other income, net	$	1,104	$	1,222	$	2,360	$	7,705	$	1,070	$	2,252	$	2,372	$	1,256


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Interest expense	$	33,472	$	34,501	$	101,463	$	103,012	$	32,593	$	33,690	$	65,013	$	67,991
Amortization of deferred financing costs		2,320		2,824		6,957		8,450		2,321		2,319		4,640		4,637
Total interest and debt expense	$	35,792	$	37,325	$	108,420	$	111,462	$	34,914	$	36,009	$	69,653	$	72,628

Our Amended and Restated 2014 Equity Incentive Plan provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of performance-based LTIP units, time-based LTIP units and time-based appreciation only LTIP (“AOLTIP”) units. We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. As of September 30, 2020, we have 6,984,821 shares available for future grants under the 2014 Equity Incentive Plan (the “Plan”), if all awards granted are full value awards, as defined in the Plan. Stock-basedWe recognized stock-based compensation expense ~~was $4,503,000~~of $4,743,000 and ~~$5,174,000~~$4,241,000 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$14,141,000~~$10,229,000 and ~~$17,859,000~~$9,638,000 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019, respectively.~~respectively, related to awards granted in prior periods, including the 2020 equity grants (“2020 Equity Grants”) described below.

~~The~~ ~~three-year~~ ~~performance measurement period with respect to our 2016 Performance Program ended on December 31, 2019.~~ On January ~~17, 2020,~~11, 2021, the Compensation Committee of our Board of Directors (the “Compensation Committee”) determined that (i) the performance goals were not met on an absolute Total Shareholder Return (“TSR”) basis and (ii) the performance goals met the 30th percentile of the performance of the SNL U.S. Office REIT Index constituents on a relative basis. Accordingly, of the 1,085,244 Long Term Incentive Plan (“LTIP”) units that were granted under the 2016 Performance Program, 216,005 LTIP units, or approximately 19.9% of the total units granted, were earned. Of the LTIP units that were earned, 107,996 LTIP units vested immediately on January 17, 2020 and the remaining 108,009 LTIP units are subject to vesting based on continuous employment with us through December 31, 2020. This award had a grant date fair value of $10,520,000 and a remaining unrecognized compensation cost of $283,746 as of September 30, 2020, which has a remaining weighted-average amortization period of 0.25 years.

~~On January 17, 2020, the Compensation Committee~~ approved the ~~2019~~2020 Performance Program, a multi-year performance-based long-term incentive compensation program. Under the ~~2019~~2020 Performance Program, participants may earn awards in the form of LTIP units based on our ~~TSR~~Total Shareholder Return (“TSR”) over a three-year performance measurement period beginning on January 1, ~~2020~~2021 and continuing through December 31, ~~2022.~~2023. Specifically, 50.0% of the awards would be earned based on the rank of our TSR relative to the TSR of our Central Business District focused New York City office peers, comprised of Vornado Realty Trust, SL Green Realty Corp., Empire State Realty Trust and Columbia Property Trust, and the remaining 50.0% of the awards would be earned based on the percentile rank of our TSR relative to performance of the SNL U.S. Office REIT Index constituents. Furthermore, if our TSR is negative over the three-year performance measurement period, then the number of LTIP units that are earned under the ~~2019~~2020 Performance Program will be reduced by 30.0% of the number of such awards that otherwise would have been earned. Additionally, if the designated performance objectives are achieved, awards earned under the ~~2019~~2020 Performance Program are subject to vesting based on continued employment with us through December 31, ~~2023,~~2024, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, ~~2023.~~2024. Lastly, our Named Executive Officers are required to hold earned awards for an additional year following vesting. The fair value of the awards granted under the ~~2019~~2020 Performance Program on the date of the grant was ~~$7,488,250~~$7,303,000 and is being amortized into expense over the four-year vesting period using a graded vesting attribution method.

On January 11, 2021, we granted an aggregate of 579,520 LTIP units and 2,171,875 AOLTIP units to our executive officers and employees that will vest over a period of three to four years. LTIP units are similar to common units of our Operating Partnership in that they are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. AOLTIP units are similar to stock options in that it permits the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the AOLTIP units were granted and can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The fair value of LTIP units and AOLTIP units on the date of grant were $4,598,000 and $4,344,000, respectively, and these awards are being amortized into expense on a straight-line basis over the vesting period.

On January 11, 2021, we granted an aggregate of 166,686 shares of restricted stock to our employees that will vest over a period of four years. The fair value of the shares of restricted stock on the date of grant was $1,439,000, which is being amortized into expense on a straight-line basis over the vesting period.

Completion of the 2017 Performance-Based Awards Program (“2017 Performance Program”)

On January 11, 2021, the Compensation Committee determined that the performance goals set forth in the 2017 Performance Program were not satisfied during the performance measurement period, which ended on December 31, 2020. Accordingly, all of the 1,382,807 LTIP units that were granted on February 5, 2018, were forfeited, with no awards being earned. These awards had a grant date fair value of $7,009,000 and a remaining unrecognized compensation cost of $416,000 as of June 30, 2021, which will be amortized over a weighted-average period of 0.5 years.

The following table summarizes our net ~~(loss) income~~loss and the number of common shares used in the computation of basic and diluted ~~(loss) income~~loss per common share, which includes the weighted average number of common shares outstanding and the effect of dilutive potential common shares, if any.

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
(Amounts in thousands, except per share amounts)	2020			2019			2020			2019			2021			2020			2021			2020
Numerator:
Continuing Operations:
Net (loss) income from continuing operations attributable to common stockholders	$	(8,921	)	$	4,336		$	(15,187	)	$	6,740
Net loss from continuing operations attributable to common stockholders													$	(15,943	)	$	(8,234	)	$	(19,521	)	$	(6,266	)
Earnings allocated to unvested participating securities		(14	)		(10	)		(40	)		(23	)		(18	)		(14	)		(37	)		(26	)
Numerator for (loss) income from continuing operations per common share - basic and diluted		(8,935	)		4,326			(15,227	)		6,717
Numerator for loss from continuing operations per common share - basic and diluted														(15,961	)		(8,248	)		(19,558	)		(6,292	)
Discontinued Operations:
Income from discontinued operations attributable to common stockholders		1,963			2,746			5,307			6,506
Net income from discontinued operations attributable to common stockholders														-			1,964			-			3,344
Earnings allocated to unvested participating securities		(4	)		(7	)		(14	)		(31	)		-			(4	)		-			(11	)
Numerator for income from discontinued operations per common share - basic and diluted		1,959			2,739			5,293			6,475			-			1,960			-			3,333
Numerator for (loss) income per common share - basic and diluted	$	(6,976	)	$	7,065		$	(9,934	)	$	13,192
Numerator for loss per common share - basic and diluted													$	(15,961	)	$	(6,288	)	$	(19,558	)	$	(2,959	)

Denominator:
Denominator for basic income per common share - weighted average shares		221,461			231,198			223,593			232,974
Denominator for basic loss per common share - weighted average shares														218,696			221,573			218,681			224,671
Effect of dilutive stock-based compensation plans ⁽¹⁾		-			32			-			31			-			-			-			-
Denominator for diluted income per common share - weighted average shares		221,461			231,230			223,593			233,005
Denominator for diluted loss per common share - weighted average shares														218,696			221,573			218,681			224,671

(Loss) income per Common Share - Basic and Diluted:
(Loss) Income per Common Share - Basic and Diluted:
Continuing operations, net	$	(0.04	)	$	0.02		$	(0.07	)	$	0.03		$	(0.07	)	$	(0.04	)	$	(0.09	)	$	(0.03	)
Discontinued operations, net		0.01			0.01			0.03			0.03			-			0.01			-			0.02
(Loss) income per common share - basic and diluted	$	(0.03	)	$	0.03		$	(0.04	)	$	0.06
Loss per common share - basic and diluted													$	(0.07	)	$	(0.03	)	$	(0.09	)	$	(0.01	)

We provide property management, leasing and other related services to certain properties owned by members of the Otto Family. We recognized fee income of ~~$260,000~~$710,000 and ~~$212,000~~$259,000 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$967,000~~$1,227,000 and ~~$632,000~~$707,000 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively,in connection with these agreements, which is included as a component of “fee and other income” on our consolidated statements of income. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~ 02020, amounts ~~were~~ owed to us under these ~~agreements.~~agreements aggregated $474,000 and $34,000, respectively, which are included as a component of “accounts and other receivables” on our consolidated balance sheets.

We also provide property management, asset management, leasing and other related services to our unconsolidated joint ventures and real estate funds. We recognized fee income of ~~$6,841,000~~$4,916,000 and ~~$4,880,000~~$5,396,000 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$17,550,000~~$10,502,000 and ~~$12,938,000~~$10,709,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, in connection with these ~~agreements.~~agreements, which is included as a component of “fee and other income” on our consolidated statements of income. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, amounts owed to us under these agreements aggregated ~~$5,060,000~~$4,399,000 and ~~$2,734,000,~~$5,011,000, respectively, which are included as a component of “accounts and other receivables” on our consolidated balance sheets.

We have an agreement with HTC, a licensed broker in Germany, to supervise selling efforts for our private equity real estate funds (or investments in feeder vehicles for these funds) to investors in Germany, including distribution of securitized notes of feeder vehicles for Fund X. Pursuant to this agreement, we have agreed to pay HTC for the costs incurred to sell investments in these funds or their feeder vehicles, including certain incremental costs incurred by HTC as a result of the engagement, plus a mark-up of 10%. HTC is 100% owned by Albert Behler, our Chairman, Chief Executive Officer and President. We incurred expenses of ~~$124,000~~$123,000 and ~~$72,000~~$126,000 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$389,000~~$245,000 and ~~$758,000~~$265,000 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively,in connection with this agreement, which is included as a component of “transaction related costs” on our consolidated statements of income. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we owed ~~$124,000 and $38,000, respectively,~~$123,000 to HTC under this agreement, which are included as a component of “accounts payable and accrued expenses” on our consolidated balance sheets.

A subsidiary of Mannheim Trust leases office space at 712 Fifth Avenue, our 50.0% owned unconsolidated joint venture, pursuant to a lease agreement which expires in April 2023. Dr. Martin Bussmann (a member of our Board of Directors) is also a trustee and a director of Mannheim Trust. ~~During~~We recognized $91,000 and $90,000 in the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019, we recognized $91,000 and $90,000,~~2020, respectively, and ~~during~~$181,000 in each of the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019, we recognized $272,000 and $271,000, respectively,~~2020 for our share of rental income pursuant to this lease.

At December 31, 2019, we had a $36,918,000 note receivable from Fund X that bore interest at LIBOR plus 220 basis points and was included as “due from affiliates” on our consolidated balance sheet. On March 27, 2020, the $36,918,000 note receivable was repaid, together with $349,000 of accrued interest.

We have entered into an agreement with Kramer Design Services (“Kramer Design”) to, among other things, develop company-wide standard branding guidelines. Kramer Design is owned by the spouse of Albert Behler, our Chairman, Chief Executive Officer and President. During the three and nine months ended September 30, 2020, we recognized $47,000 and $187,000 of expenses, respectively, in connection with this agreement. As of September 30, 2020, we owed Kramer Design $19,000, which is included as a component of ~~“accounts payable and accrued expenses” on our consolidated balance sheet~~.

Kramer Design has also entered into agreements with 712 Fifth Avenue, our 50.0% owned unconsolidated joint venture, to, among other things, create and design marketing materials with respect to the vacant retail space at 712 Fifth Avenue. We recognized expenses of $29,000 ~~for the nine months ended September 30, 2020 and~~ ~~$183,000 and $286,000~~ ~~for the three and nine months ended September 30, 2019, respectively, for our share of the fees incurred in connection with these agreements.~~

We carry commercial general liability coverage on our properties, with limits of liability customary within the industry. Similarly, we are insured against the risk of direct and indirect physical damage to our properties including coverage for the perils such as floods, earthquakes and windstorms. Our policies also cover the loss of rental income during an estimated reconstruction period. Our policies reflect limits and deductibles customary in the industry and specific to the buildings and portfolio. We also obtain title insurance policies when acquiring new properties. We currently have coverage for losses incurred in connection with both domestic and foreign terrorist-related activities. While we do carry commercial general liability insurance, property insurance and terrorism insurance with respect to our properties, these policies include limits and terms we consider commercially reasonable. In addition, there are certain losses (including, but not limited to, losses arising from known environmental conditions or acts of war) that are not insured, in full or in part, because they are either uninsurable or the cost of insurance makes it, in our belief, economically impractical to maintain such coverage. Should an uninsured loss arise against us, we would be required to use our own funds to resolve the issue, including litigation costs. We believe the policy specifications and insured limits are adequate given the relative risk of loss, the cost of the coverage and industry practice and, in consultation with our insurance advisors, we believe the properties in our portfolio are adequately insured.

We are a party to various claims and routine litigation arising in the ordinary course of business. Some of these claims or others to which we may be subject from time to time, including claims arising specifically from the formation transactions, in connection with our initial public offering, may result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance. Payment of any such costs, settlements, fines or judgments that are not insured could have an adverse impact on our financial position and results of operations. Should any litigation arise in connection with the formation transactions, we would contest it vigorously. In addition, certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flow, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.

The terms of our mortgage debt and certain side letters in place include certain restrictions and covenants which may limit, among other things, certain investments, the incurrence of additional indebtedness and liens and the disposition or other transfer of assets and interests in the borrower and other credit parties, and require compliance with certain debt yield, debt service coverage and loan to value ratios. In addition, our revolving credit facility contains representations, warranties, covenants, other agreements and events of default customary for agreements of this type with comparable companies. As of ~~September~~June 30, ~~2020,~~2021, we believe we are in compliance with all of our covenants.

Prior to the formation transactions, an affiliate of our predecessor owned a 25.0% interest in 718 Fifth Avenue, a five-story building containing 19,050 square feet of prime retail space that is located on the southwest corner of 56th Street and Fifth Avenue in New York, (based on its 50.0% interest in a joint venture that held a 50.0% tenancy-in-common interest in the property). Prior to the completion of the formation transactions, this interest was sold to its partner in the 718 Fifth Avenue joint venture, who is also our joint venture partner in 712 Fifth Avenue, New York, New York. In connection with this sale, we granted our joint venture partner a put right, pursuant to which the 712 Fifth Avenue joint venture would be required to purchase the entire direct or indirect interests then held by our joint venture partner or its affiliates in 718 Fifth Avenue at a purchase price equal to the fair market value of such interests. The put right may be exercised at any time with the actual purchase occurring no earlier than 12 months after written notice is provided. If the put right is exercised and the 712 Fifth Avenue joint venture acquires the 50.0% tenancy-in-common interest in the property by our joint venture partner, we will own a 25.0% interest in 718 Fifth Avenue based on current ownership interests.

During 2017, the New York City Department of Finance issued Notices of Determination (“Notices”) assessing additional transfer taxes (including interest and penalties) in connection with the transfer of interests in certain properties during our 2014 initial public offering. We believe, after consultation with legal counsel, that the likelihood of a loss is reasonably possible, and while it is not possible to predict the outcome of these Notices, we estimate the range of loss could be between $0 and ~~$46,600,000.~~$49,800,000. Since no amount in this range is a better estimate than any other amount within the range, we have not accrued any liability arising from potential losses relating to these Notices in our consolidated financial statements.

Our reportable segments are separated by region, based on the regions in which we conduct our business. Prior to January 1, 2020, our reportable segments consisted of New York, San Francisco and Washington, D.C. Upon entering into an agreement to sell 1899 Pennsylvania Avenue, our sole remaining property in the Washington, D.C. segment, we redefined our reportable segments into the 2 ~~remaining~~ regions in which we conduct our business: New York and San ~~Francisco effective January 1, 2020.~~Francisco. Our determination of segments is aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker, makes key operating decisions, evaluates financial results and manages our business. In connection therewith, we have reclassified the Washington, D.C. segment financial data into Other segment and reclassified prior period segment financial data to conform to current period presentation.

The following tables provide Net Operating Income (“NOI”) for each reportable segment for the periods set forth below.

	For the Three Months Ended September 30, 2020												For the Three Months Ended June 30, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Property-related revenues	$	171,263		$	106,287		$	62,086		$	2,890		$	176,068		$	108,191		$	68,674		$	(797	)
Property-related operating expenses		(69,349	)		(49,072	)		(17,825	)		(2,452	)		(64,072	)		(45,801	)		(17,067	)		(1,204	)
NOI from unconsolidated joint ventures		12,935			3,116			10,019			(200	)		10,557			2,749			7,852			(44	)
NOI⁽¹⁾	$	114,849		$	60,331		$	54,280		$	238		$	122,553		$	65,139		$	59,459		$	(2,045	)

	For the Three Months Ended September 30, 2019												For the Three Months Ended June 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other ⁽²⁾
Property-related revenues	$	191,158		$	122,365		$	61,999		$	6,794		$	168,455		$	110,679		$	54,827		$	2,949
Property-related operating expenses		(71,648	)		(49,825	)		(18,068	)		(3,755	)		(65,712	)		(47,213	)		(16,054	)		(2,445	)
NOI from unconsolidated joint ventures		4,973			2,776			2,106			91			10,376			2,680			9,165			(1,469	)
NOI⁽¹⁾	$	124,483		$	75,316		$	46,037		$	3,130		$	113,119		$	66,146		$	47,938		$	(965	)

	For the Nine Months Ended September 30, 2020												For the Six Months Ended June 30, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Property-related revenues	$	521,036		$	338,543		$	173,580		$	8,913		$	350,564		$	220,028		$	132,146		$	(1,610	)
Property-related operating expenses		(203,526	)		(145,314	)		(50,798	)		(7,414	)		(130,690	)		(94,825	)		(34,005	)		(1,860	)
NOI from unconsolidated joint ventures		36,703			8,740			29,566			(1,603	)		20,883			5,570			15,389			(76	)
NOI⁽¹⁾	$	354,213		$	201,969		$	152,348		$	(104	)	$	240,757		$	130,773		$	113,530		$	(3,546	)

	For the Nine Months Ended September 30, 2019												For the Six Months Ended June 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other ⁽²⁾
Property-related revenues	$	561,321		$	362,202		$	177,614		$	21,505		$	349,773		$	232,256		$	111,494		$	6,023
Property-related operating expenses		(207,601	)		(144,432	)		(51,893	)		(11,276	)		(134,177	)		(96,242	)		(32,973	)		(4,962	)
NOI from unconsolidated joint ventures		14,569			10,319			4,019			231			23,768			5,624			19,547			(1,403	)
NOI⁽¹⁾	$	368,289		$	228,089		$	129,740		$	10,460		$	239,364		$	141,638		$	98,068		$	(342	)

The following table provides a reconciliation of NOI to net ~~(loss) income~~loss attributable to common stockholders for the periods set forth below.

		For the Three Months Ended						For the Nine Months Ended							For the Three Months Ended						For the Six Months Ended
		September 30,						September 30,							June 30,						June 30,
(Amounts in thousands)		2020			2019			2020			2019				2021			2020			2021			2020
NOI		$	114,849		$	124,483		$	354,213		$	368,289			$	122,553		$	113,119		$	240,757		$	239,364
Add (subtract) adjustments to arrive to net (loss) income:
Add (subtract) adjustments to arrive to net income:
Fee income			9,153			7,159			21,692			17,371				6,201			6,209			12,871			12,539
Depreciation and amortization expense			(58,889	)		(60,696	)		(176,032	)		(181,685	)			(59,925	)		(58,716	)		(118,230	)		(117,143	)
General and administrative expenses			(16,805	)		(16,319	)		(46,955	)		(51,457	)			(18,418	)		(17,901	)		(32,782	)		(30,150	)
NOI from unconsolidated joint ventures			(12,935	)		(4,973	)		(36,703	)		(14,569	)			(10,557	)		(10,376	)		(20,883	)		(23,768	)
Loss from unconsolidated joint ventures			(4,268	)		(1,332	)		(14,444	)		(2,815	)			(15,717	)		(5,955	)		(21,033	)		(10,176	)
Interest and other income, net			1,104			1,222			2,360			7,705				1,070			2,252			2,372			1,256
Interest and debt expense			(35,792	)		(37,325	)		(108,420	)		(111,462	)			(34,914	)		(36,009	)		(69,653	)		(72,628	)
NOI from discontinued operations			(2,157	)		(4,262	)		(6,515	)		(13,149	)
Adjustments related to discontinued operations																-			(2,147	)		-			(4,358	)
Other, net			(137	)		(580	)		(457	)		(1,433	)			13			(169	)		(88	)		(320	)
(Loss) income from continuing operations, before income taxes			(5,877	)		7,377			(11,261	)		16,795
Income tax (expense) benefit			(393	)		583			(1,135	)		(823	)
(Loss) income from continuing operations, net			(6,270	)		7,960			(12,396	)		15,972
Loss from continuing operations, before income taxes																(9,694	)		(9,693	)		(6,669	)		(5,384	)
Income tax expense																(434	)		(138	)		(1,575	)		(742	)
Loss from continuing operations, net																(10,128	)		(9,831	)		(8,244	)		(6,126	)
Income from discontinued operations, net			2,147			3,040			5,815			7,202				-			2,147			-			3,668
Net (loss) income			(4,123	)		11,000			(6,581	)		23,174
Net loss																(10,128	)		(7,684	)		(8,244	)		(2,458	)
Less: net (income) loss attributable to noncontrolling interests in:	Less: net (income) loss attributable to noncontrolling interests in:													Less: net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures			(3,566	)		(3,051	)		(5,485	)		(8,253	)			(7,428	)		(405	)		(13,156	)		(1,919	)
Consolidated real estate fund			79			(109	)		1,291			(256	)			29			1,235			(56	)		1,212
Operating Partnership			652			(758	)		895			(1,419	)			1,584			584			1,935			243
Net (loss) income attributable to common stockholders		$	(6,958	)	$	7,082		$	(9,880	)	$	13,246
Net loss attributable to common stockholders															$	(15,943	)	$	(6,270	)	$	(19,521	)	$	(2,922	)

The following table provides the total assets for each of our reportable segments as of the dates set forth below.

(Amounts in thousands)
Total Assets as of:	Total		New York		San Francisco		Other		Total		New York		San Francisco		Other
September 30, 2020	$	8,806,494	$	5,421,273	$	2,713,952	$	671,269
December 31, 2019		8,734,135		5,439,929		2,708,463		585,743
June 30, 2021									$	8,533,140	$	5,359,621	$	2,711,847	$	461,672
December 31, 2020										8,554,097		5,388,596		2,698,983		466,518

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, including the related notes included therein.

We make statements in this Quarterly Report on Form 10-Q that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation:

Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. A reader should review carefully our consolidated financial statements and the notes thereto, as well as Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019 and in this Quarterly Report on Form 10-Q.~~2020.

There are no material changes to our critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

A summary of our recently issued accounting literature and their potential impact on our consolidated financial statements, if any, are included in Note 2, Basis of Presentation and Significant Accounting Policies, to our consolidated financial statements in this Quarterly Report on Form 10-Q.

We are a fully-integrated REIT focused on owning, operating, managing, acquiring and redeveloping high-quality, Class A office properties in select central business district submarkets of New York City and San Francisco. We conduct our business through, and substantially all of our interests in properties and investments are held by, Paramount Group Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”). We are the sole general partner of, and owned approximately ~~91.4%,~~91.0% of, the Operating Partnership as of ~~September~~June 30, ~~2020.~~2021.

In March 2020, the World Health Organization declared ~~COVID-19~~coronavirus 2019 (“COVID-19”) a global pandemic. The outbreak of COVID-19 ~~has~~ caused ~~and continues to cause,~~ severe disruptions in the global ~~economy, and has~~economy. These disruptions have adversely impacted businesses and financial markets, including that of ~~the United States. Specifically,~~ New York and San Francisco, the markets in which we operate and where ~~a majority~~all of our assets are ~~located, initially reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel,~~located. As a result, several of our tenants sought deferrals and/or short-term relief of their rental obligations and ~~restriction on~~we provided relief to select tenants.

By February 2021, the ~~types~~U.S. Food and Drug Administration had issued emergency use authorizations of ~~business that could operate. These measures have had and continue to have a significant adverse impact on businesses.~~ three vaccines for the prevention of COVID-19. In ~~June 2020,~~July 2021, New York and San Francisco ~~began their “re-opening” process by easing~~lifted most COVID-19 restrictions ~~that were initially imposed and provided for~~since a phased-in approach towards reopening that would enable businesses to operate; however, in mid-July amidst a rise in COVID-19 cases, San Francisco mandated an “indefinite pause” to their re-opening process. On October 20, 2020, San Francisco announced that they will reopen most non-essential businesses effective October 27, 2020, albeit with certain restrictions.

As of September 30, 2020, our portfolio consisted of 14 Class A properties aggregating 13.1 million square feet that was 95.5.% leased, primarily to office tenants. The office tenants in our portfolio account for approximately 97.0% of our annualized rents and the remaining 3.0% is derived from non-office tenants (i.e. retail, parking garages and two theatres). Since the outbreak of COVID- 19, we have received several requests from tenants seeking “short-term” rent relief and have entered into agreements with select tenants to abate and/or defer asignificant portion of their ~~2020 rental obligations. We~~populations have been vaccinated. Notwithstanding the vaccination success, multiple variants of the virus that cause COVID-19 continue to ~~evaluate tenant requests on a case-by-case basis~~persist globally and ~~are closely monitoring all rent collections. During~~in the ~~three months ended September 30, 2020, our portfolio-wide rent collections were 97.5%, including 99.0% from office tenants and 50.4% from non-office tenants. We~~United States. While we continue to navigate the crisis and monitor the impact of ~~COVID-19~~the pandemic on our business, ~~our tenants and~~ the industry as a whole. During the three and nine months ended September 30, 2020, we recorded non-cash write-offs, primarily for straight-line rent receivables, of $14,863,000 and $26,172,000, respectively, and during the nine months ended September 30, 2020, we recorded reserves for uncollectible accounts receivable of $2,051,000. The rapid development and fluidity of this situation precludes us at this time from making any predictions as to the ultimate impact COVID-19 may have on our future financial condition, results of operations and cash flows.

On May 27, 2020, we completed the sale of a 10.0% interest in 1633 Broadway, a 2.5 million square foot trophy office building located in New York City. The transaction valued the property at $2.4 billion, or $960 per square foot and included the assumption of the existing $1.25 billion mortgage loan. Accordingly, we realized net proceeds of $111,984,000 from the sale after transaction costs.

In the three months ended ~~September~~June 30, ~~2020,~~2021, we leased ~~104,522~~246,922 square feet, including 81,516 square feet that served to backfill the recent vacancy at 31 West 52^nd Street, that was leased for a weighted average term of 14 years and 34,570 square feet that was leased to the Thespian Theatre at 1633 Broadway for a 15-year term. This leasing activity, offset by lease expirations in the three months (comprised primarily of the expiration of TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy (properties owned by us in a similar manner during both reporting periods) by 60 basis points to 88.0% at June 30, 2021 from 88.6% at March 31, 2021. Excluding the theatre lease, 212,352 square feet was leased in the three months, of which our share was ~~54,721~~197,035 square feet that was leased at a weighted average initial rent of ~~$73.48~~$70.81 per square foot. ~~This leasing activity, offset by lease expirations in~~Of the ~~three months, decreased same store~~212,352 square feet leased, occupancy (properties owned by us during both reporting periods in a similar manner and not classified as discontinued operations) by 10 basis points to 95.6% at September 30, 2020 from 95.7% at June 30, 2020. All of the156,117 square ~~footage leased in the three months~~feet represented our share of second generation space (space that had been vacant for less than twelve months) for which ~~we achieved~~ rental ~~rate increases of 3.6%~~rates decreased by 1.4% on a cash basis and 9.5% on GAAP basis. The weighted average lease term for leases signed during the three months was 3.2 years and weighted average tenant improvements and leasing commissions on these leases were $0.47 per square foot per annum, or 0.6% of initial rent.

Our share of total square feet leased and the related statistics disclosed above exclude the impact of 17,925 square feet of retail space at 712 Fifth Avenue, that was leased to Harry Winston for a 16-year term. The lease has a weighted average initial rent of $437.43 per square foot and tenant improvements and leasing commissions were $65.13 per square foot per annum, or 14.9% of initial rent.

In the three months ended September 30, 2020, we leased 52,072 square feet in our New York portfolio, of which our share was 29,419 square feet that was leased at a weighted average initial rent of $72.16 per square foot. This leasing activity, offset by lease expirations in the three months, decreased same store leased occupancy by 20 basis points to 95.1% at September 30, 2020 from 95.3% at June 30, 2020. Of the 52,072 square feet leased in the three months, 29,419 represented our share of second generation space for which rental rate decreased by 2.4% on a cash basis and 3.0%5.2% on a GAAP basis. The weighted average lease term for leases signed during the three months was ~~1.5~~9.3 years and weighted average tenant improvements and leasing commissions on these leases were ~~$0.30~~$10.64 per square foot per annum, or ~~0.4%~~15.0% of initial rent.

In the three months ended ~~September~~June 30, ~~2020,~~2021, we leased ~~52,450~~224,649 square feet in our ~~San Francisco~~New York portfolio, including 81,516 square feet that served to backfill the recent vacancy at 31 West 52^nd Street, that was leased for a weighted average term of 14 years and 34,570 square feet that was leased to the Thespian Theatre at 1633 Broadway for a 15-year term. This leasing activity, offset by the lease expirations in the three months (comprised primarily of TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy by 80 basis points to 86.5% at June 30, 2021 from 87.3% at March 31, 2021. Excluding the theatre lease, 190,079 square feet was leased in the three months, of which our share was ~~25,302~~184,234 square feet that was leased at a weighted average initial rent of ~~$75.02~~$69.94 per square foot. ~~This leasing activity, offset by lease expirations in the three months, decreased same store leased occupancy by 10 basis points to 96.8% at September 30, 2020 from 96.9% at June 30, 2020.~~ Of the ~~52,450~~190,079 square feet leased, ~~in the three months, 25,302 square feet~~147,216 represented our share of second generation space for which ~~we achieved~~ rental ~~rate increases of 11.1%~~rates decreased by 1.1% on a cash basis and ~~27.0%~~4.9% on a GAAP basis. The weighted average lease term for leases signed during the three months was ~~5.2~~9.6 years and weighted average tenant improvements and leasing commissions on these leases were ~~$0.53~~$10.86 per square foot per annum, or ~~0.7%~~15.5% of initial rent.

In the three months ended June 30, 2021, we leased 22,273 square feet in our San Francisco portfolio, of which our share was 12,801 square feet that was leased at a weighted average initial rent of $83.33 per square foot. This leasing activity, partially offset by lease expirations in the three months, increased leased occupancy and same store leased occupancy by 10 basis points to 92.1% at June 30, 2021 from 92.0% at March 31, 2021. Of the 22,273 square feet leased in the three months, 8,901 square feet represented our share of second generation space for which rental rates decreased by 6.0% on a cash basis and 9.3% on a GAAP basis. The weighted average lease term for leases signed during the three months was 5.1 years and weighted average tenant improvements and leasing commissions on these leases were $4.62 per square foot per annum, or 5.5% of initial rent.

The following table presents additional details on the leases signed during the three months ended ~~September~~June 30, ~~2020.~~2021. It is not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The leasing statistics, except for square feet leased, represent office space only.

Three Months Ended September 30, 2020
Total

New York

San Francisco

Total square feet leased

104,522

52,072

52,450

Pro rata share of total square feet leased: ⁽¹⁾

54,721

29,419

25,302

Initial rent ⁽²⁾
$
73.48

$
72.16

$
75.02

Weighted average lease term (in years)

3.2

1.5

5.2

Tenant improvements and leasing commissions:

Per square foot
$
1.52

$
0.44

$
2.77

Per square foot per annum
$
0.47

$
0.30

$
0.53

Percentage of initial rent

0.6
%

0.4
%

0.7
%

Rent concessions:

Average free rent period (in months)

1.3

0.3

2.4

Average free rent period per annum (in months)

0.4

0.2

0.5

Second generation space: ⁽³⁾

Square feet

54,721

29,419

25,302

Cash basis:

Initial rent ⁽²⁾
$
73.48

$
72.16

$
75.02

Prior escalated rent ⁽⁴⁾
$
70.95

$
73.91

$
67.51

Percentage increase (decrease)

3.6
%

(2.4
%)

11.1
%

GAAP basis:

Straight-line rent
$
73.77

$
70.93

$
77.08

Prior straight-line rent
$
67.39

$
73.16

$
60.69

Percentage increase (decrease)

9.5
%

(3.0
%)

27.0
%

Three Months Ended June 30, 2021				Total			New York				San Francisco
	Total square feet leased				246,922			224,649		⁽¹⁾		22,273
	Pro rata share of total square feet leased:				197,035			184,234				12,801
		Initial rent ⁽²⁾		$	70.81		$	69.94			$	83.33
		Weighted average lease term (in years)			9.3			9.6				5.1

		Tenant improvements and leasing commissions:
			Per square foot	$	99.43		$	104.70			$	23.63
			Per square foot per annum	$	10.64		$	10.86			$	4.62
			Percentage of initial rent		15.0	%		15.5	%			5.5	%

		Rent concessions:
			Average free rent period (in months)		12.7			13.3				4.8
			Average free rent period per annum (in months)		1.4			1.4				0.9

		Second generation space: ⁽³⁾
		Square feet			156,117			147,216				8,901
		Cash basis:
			Initial rent ⁽²⁾	$	74.27		$	73.64			$	84.78
			Prior escalated rent ⁽⁴⁾	$	75.35		$	74.45			$	90.23
			Percentage decrease		(1.4	%)		(1.1	%)			(6.0	%)
		GAAP basis:
			Straight-line rent	$	70.03		$	69.27			$	82.61
			Prior straight-line rent	$	73.86		$	72.82			$	91.04
			Percentage decrease		(5.2	%)		(4.9	%)			(9.3	%)

The following table presents same store leased occupancy as of the dates set forth below.

Leasing Results ~~- Nine~~– Six Months Ended ~~September~~June 30, ~~2020~~2021

In the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we leased ~~611,876~~435,563 square feet, including 81,516 square feet that served to backfill the recent vacancy at 31 West 52^nd Street, that was leased for a weighted average term of 14 years and an aggregate of 190,526 square feet of ~~which our share was 350,687 square feet~~theatre space that was leased at 1633 Broadway for a weighted average ~~initial rent~~term of ~~$89.68 per square foot.~~19 years. This leasing activity, offset by lease expirations in the ~~nine~~six months (comprised primarily of the expiration of Barclays’ 497,500 square foot lease at 1301 Avenue of the Americas and TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy (properties owned by us ~~during both reporting periods~~ in a similar manner ~~and not classified as discontinued operations)~~during both reporting periods) by 30720 basis points to ~~95.6%~~88.0% at ~~September~~June 30, ~~2020~~2021 from ~~95.9%~~95.2% at December 31, ~~2019.~~2020. Excluding the theatre leases, 245,037 square feet was leased in the six months, of which our share was 216,690 square feet at a weighted average initial rent of $71.29 per square foot. Of the ~~611,876~~245,037 square feet leased, ~~in the year, 318,577~~174,328 square feet represented our share of second generation space (space that had been vacant for less than twelve months) for which ~~we achieved~~ rental ~~rate increases of 22.9%~~rates decreased by 2.2% on a cash basis and ~~23.4%~~6.6% on a GAAP basis. The weighted average lease term for leases signed during the ~~nine~~six months was ~~4.3~~8.9 years and weighted average tenant improvements and leasing commissions on these leases were ~~$7.16~~$10.38 per square foot per annum, or ~~8.0% of initial rent.~~

In the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we leased ~~152,834~~380,605 square feet in our New York portfolio, including 81,516 square feet that served to backfill the recent vacancy at 31 West 52^nd Street, that was leased for a weighted average term of 14 years and an aggregate of 190,526 square feet of theatre space that was leased at 1633 Broadway for a weighted average term of 19 years. This leasing activity, offset by the lease expirations in the six months (comprised primarily of the expiration of Barclays’ 497,500 square foot lease at 1301 Avenue of the Americas and TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy by 860 basis points to 86.5% at June 30, 2021 from 95.1% at December 31, 2020. Excluding the theatre leases, 190,079 square feet was leased in the six months, of which our share was ~~125,913~~184,234 square feet ~~that was leased~~ at a weighted average initial rent of ~~$76.60~~$69.94 per square foot. ~~This leasing activity, offset by lease expirations in the nine months, decreased same store leased occupancy by 20 basis points to 95.1% at September 30, 2020 from 95.3% at December 31, 2019.~~ Of the ~~152,834~~190,079 square feet leased in the ~~nine~~six months, ~~117,631~~147,216 square feet represented our share of second generation space for which ~~we achieved~~ rental ~~rate increases of 0.6%~~rates decreased by 1.1% on a cash basis and ~~2.8%~~4.9% on a GAAP basis. The weighted average lease term for leases signed during the ~~nine~~six months was ~~3.9~~9.6 years and weighted average tenant improvements and leasing commissions on these leases were ~~$5.54~~$10.86 per square foot per annum, or ~~7.2%~~15.5% of initial rent.

In the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we leased ~~459,042~~54,958 square feet in our San Francisco portfolio, of which our share was ~~224,774~~32,456 square feet that was leased at a weighted average initial rent of ~~$97.00~~$78.94 per square foot. This leasing activity, offset by lease expirations in the ~~nine~~six months, decreased leased occupancy and same store leased occupancy by 70360 basis points to ~~96.8% leased~~92.1% at ~~September~~June 30, ~~2020~~2021 from ~~97.5%~~95.7% at December 31, ~~2019.~~2020. Of the ~~459,042~~54,958 square feet leased in the ~~nine~~six months, ~~200,946~~27,112 square feet represented our share of second generation space for which ~~we achieved~~ rental ~~rate increases of 36.6%~~rates decreased by 7.7% on a cash basis and ~~35.0%~~13.8% on a GAAP basis. The weighted average lease term for leases signed during the ~~nine~~six months was ~~4.5~~4.4 years and weighted average tenant improvements and leasing commissions on these leases were ~~$7.96~~$4.38 per square foot per annum, or ~~8.2%~~5.5% of initial rent.

The following table presents additional details on the leases signed during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. It is not intended to coincide with the commencement of rental revenue in accordance with GAAP. The leasing statistics, except for square feet leased, represent office space only.

Nine Months Ended September 30, 2020
Total

New York

San Francisco

Total square feet leased

611,876

152,834

459,042

Pro rata share of total square feet leased: ⁽¹⁾

350,687

125,913

224,774

Initial rent ⁽²⁾
$
89.68

$
76.60

$
97.00

Weighted average lease term (in years)

4.3

3.9

4.5

Tenant improvements and leasing commissions:

Per square foot
$
30.59

$
21.82

$
35.50

Per square foot per annum
$
7.16

$
5.54

$
7.96

Percentage of initial rent

8.0
%

7.2
%

8.2
%

Rent concessions:

Average free rent period (in months)

2.2

1.7

2.5

Average free rent period per annum (in months)

0.5

0.4

0.6

Second generation space: ⁽³⁾

Square feet

318,577

117,631

200,946

Cash basis:

Initial rent ⁽²⁾
$
88.58

$
74.34

$
96.92

Prior escalated rent ⁽⁴⁾
$
72.06

$
73.93

$
70.97

Percentage increase

22.9
%

0.6
%

36.6
%

GAAP basis:

Straight-line rent
$
88.60

$
72.31

$
98.14

Prior straight-line rent
$
71.83

$
70.33

$
72.70

Percentage increase

23.4
%

2.8
%

35.0
%

Six Months Ended June 30, 2021				Total			New York				San Francisco
	Total square feet leased				435,563			380,605		⁽¹⁾		54,958
	Pro rata share of total square feet leased:				216,690			184,234				32,456
		Initial rent ⁽²⁾		$	71.29		$	69.94			$	78.94
		Weighted average lease term (in years)			8.9			9.6				4.4

		Tenant improvements and leasing commissions:
			Per square foot	$	91.89		$	104.70			$	19.18
			Per square foot per annum	$	10.38		$	10.86			$	4.38
			Percentage of initial rent		14.6	%		15.5	%			5.5	%

		Rent concessions:
			Average free rent period (in months)		11.8			13.3				3.1
			Average free rent period per annum (in months)		1.3			1.4				0.7

		Second generation space: ⁽³⁾
		Square feet			174,328			147,216				27,112
		Cash basis:
			Initial rent ⁽²⁾	$	74.42		$	73.64			$	78.68
			Prior escalated rent ⁽⁴⁾	$	76.13		$	74.45			$	85.25
			Percentage decrease		(2.2	%)		(1.1	%)			(7.7	%)
		GAAP basis:
			Straight-line rent	$	71.09		$	69.27			$	81.01
			Prior straight-line rent	$	76.11		$	72.82			$	94.00
			Percentage decrease		(6.6	%)		(4.9	%)			(13.8	%)

The following table presents same store leased occupancy as of the dates set forth below.

Financial Results - Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

Net loss attributable to common stockholders was ~~$6,958,000,~~$15,943,000, or $0.07 per diluted share, for the three months ended June 30,2021, compared to $6,270,000, or $0.03 per diluted share, for the three months ended ~~September~~June 30, ~~2020, compared to net income attributable to common stockholders of $7,082,000, or $0.03 per diluted share, for the three months ended September 30, 2019.~~2020. Net loss attributable to common stockholders for the three months ended ~~September~~June 30, 2021 includes (i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.1% for the three months ended June 30, 2021 compared to 94.5% for the three months ended June 30, 2020). Net loss attributable to common stockholders for the three months ended June 30, 2020 includes non-cash write-offs ~~aggregating $11,986,000, or $0.05 per diluted share,~~(primarily for straight-line rent ~~receivables.~~receivables) aggregating $7,030,000.

Funds from Operations (“FFO”) attributable to common stockholders was ~~$49,733,000,~~$37,943,000, or ~~$0.22~~$0.17 per diluted share, for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$58,776,000,~~$50,663,000, or ~~$0.25~~$0.23 per diluted share, for the three months ended ~~September~~June 30, ~~2019.~~2020. FFO attributable to common stockholders for the three months ended ~~September~~June 30, ~~2020~~2021 includes ~~non-cash write-offs aggregating $11,986,000, or $0.05 per diluted share,~~(i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.1% for ~~straight-line rent receivables. In addition,~~the three months ended June 30, 2021 compared to 94.5% for the three months ended June 30, 2020). FFO attributable to common stockholders for the three months ended ~~September~~June 30, 2020 includes non-cash write-offs (primarily for straight-line rent receivables) aggregating $7,030,000. FFO attributable to common stockholders for the three months ended June 30, 2021 and ~~2019~~2020 also includes the impact of non-core items, which are listed in the table on page ~~61.~~59. The aggregate of the non-core items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common stockholders for the three months ended June 30, 2021 by $9,665,000, or $0.05 per diluted share, and increased FFO attributable to common stockholders for the three months ended ~~September~~June 30, 2020 ~~and 2019~~ by ~~$173,000 and $236,000, respectively,~~$545,000, or $0.00 per diluted share.

Core Funds from Operations (“Core FFO”) attributable to common stockholders, which excludes the impact of the non-core items listed on page ~~61,~~59, was ~~$49,560,000,~~$47,608,000, or $0.22 per diluted share, for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$58,540,000,~~$50,118,000, or ~~$0.25~~$0.23 per diluted share, for the three months ended ~~September~~June 30, ~~2019~~2020.

The table below summarizes the percentage (decrease) increase ~~(decrease)~~ in our share of Same Store NOI and Same Store Cash NOI, by segment, for the three months ended ~~September~~June 30, ~~2020~~2021 versus ~~September~~June 30, ~~2019.~~2020.

	Total			New York			San Francisco			Total			New York			San Francisco
Same Store NOI		1.1	%		(2.0	%)		9.4	%		(11.0	%)		(11.7	%)		(9.5	%)
Same Store Cash NOI		(1.8	%)		(3.5	%)		3.0	%		3.0	%		3.8	%		1.3	%

See pages ~~53-61~~51-59 “Non-GAAP Financial Measures” for a reconciliation of these measures to the most directly comparable GAAP measure and the reasons why we believe these non-GAAP measures are useful.

Net loss attributable to common stockholders was $19,521,000, or $0.09 per diluted share, for the six months ended June 30,2021, compared to $2,922,000, or $0.01 per diluted share, for the six months ended June 30, 2020. Net loss attributable to common stockholders for the six months ended June 30, 2021 includes (i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.9% for the six months ended June 30, 2021 compared to 94.0% for the six months ended June 30, 2020). Net loss attributable to common stockholders for the six months ended June 30, 2020 includes non-cash write-offs (primarily for straight-line rent receivables) aggregating $7,030,000.

FFO attributable to common stockholders was $88,817,000, or $0.40 per diluted share, for the six months ended June 30, 2021, compared to $112,249,000, or $0.50 per diluted share, for the six months ended June 30, 2020. FFO attributable to common stockholders for the six months ended June 30, 2021 includes (i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.9% for the six months ended June 30, 2021 compared to 94.0% for the six months ended June 30, 2020). FFO attributable to common stockholders for the six months ended June 30, 2020 includes non-cash write-offs (primarily for straight-line rent receivables) aggregating $7,030,000. FFO attributable to common stockholders for the six months ended June 30, 2021 and 2020 also includes the impact of non-core items, which are listed in the table on page 59. The aggregate of the non-core items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common stockholders for the six months ended June 30, 2021 by $9,363,000, or $0.05 per diluted share, and increased FFO attributable to common stockholders for the six months ended June 30, 2020 by $622,000, or $0.00 per diluted share.

Core FFO attributable to common stockholders, which excludes the impact of the non-core items listed on page 59, was $98,180,000, or $0.45 per diluted share, for the six months ended June 30, 2021, compared to $111,627,000, or $0.50 per diluted share, for the six months ended June 30, 2020.

The table below summarizes the percentage (decrease) increase in our share of Same Store NOI and Same Store Cash NOI, by segment, for the six months ended June 30, 2021 versus June 30, 2020.

See pages 51-59 “Non-GAAP Financial Measures” for a reconciliation of these measures to the most directly comparable GAAP measure and the reasons why we believe these non-GAAP measures are useful.

Net loss attributable to common stockholders was $9,880,000, or $0.04 per diluted share, for the nine months ended September 30, 2020, compared to net income attributable to common stockholders of $13,246,000, or $0.06 per diluted share, for the nine months ended September 30, 2019. Net loss attributable to common stockholders for the nine months ended September 30, 2020 includes (i) $19,016,000, or $0.08 per diluted share, of non-cash write-offs, primarily for straight-line rent receivables, and (ii) $1,775,000, or $0.01 per diluted share, of reserves for uncollectible accounts receivable.

~~FFO attributable~~ to common stockholders was $161,982,000, or $0.72 per diluted share, for the nine months ended September 30, 2020, compared to $168,209,000, or $0.72 per diluted share, for the nine months ended September 30, 2019. FFO attributable to common stockholders for the nine months ended September 30, 2020 includes (i) $19,016,000, or $0.08 per diluted share, of non-cash write-offs, primarily for straight-line rent receivables, and (ii) $1,775,000, or $0.01 per diluted share, of reserves for uncollectible accounts receivable. In addition, FFO attributable to common stockholders for the nine months ended September 30, 2020 and 2019 includes the impact of non-core items, which are listed in the table on page 61. The aggregate of the non-core items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common stockholders for the nine months ended September 30, 2020 by ~~$795,000, or $0.00 per diluted share, and decreased FFO attributable to common stockholders for the nine months ended September 30, 2019 by $683,000, or $0.00 per diluted share.~~

~~Core FFO attributable~~ to common stockholders, which excludes the impact of the non-core items listed on page 61, was $161,187,000, or $0.72 per diluted share, for the nine months ended September 30, 2020, compared to $168,892,000, or $0.72 per diluted share, for the nine months ended September 30, 2019.

The table below summarizes the percentage increase (decrease) in our share of Same Store NOI and Same Store Cash NOI, by segment, for the nine months ended September 30, 2020 versus September 30, 2019.

~~See pages 53-61 “Non-GAAP Financial Measures”~~ ~~for a reconciliation of these measures to the most directly comparable GAAP measure and the reasons why we believe these non-GAAP measures are useful.~~

Results of Operations - Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

The following pages summarize our consolidated results of operations for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

			For the Three Months Ended September 30,											For the Three Months Ended June 30,
(Amounts in thousands)	(Amounts in thousands)		2020			2019			Change			(Amounts in thousands)		2021			2020			Change
Revenues:	Revenues:											Revenues:
	Rental revenue		$	165,420		$	181,115		$	(15,695	)	Rental revenue		$	174,628		$	163,989		$	10,639
	Fee and other income			11,355			10,138			1,217		Fee and other income			7,641			7,129			512
		Total revenues		176,775			191,253			(14,478	)		Total revenues		182,269			171,118			11,151
Expenses:	Expenses:											Expenses:
	Operating			67,865			68,846			(981	)	Operating			64,072			64,313			(241	)
	Depreciation and amortization			58,889			60,696			(1,807	)	Depreciation and amortization			59,925			58,716			1,209
	General and administrative			16,805			16,319			486		General and administrative			18,418			17,901			517
	Transaction related costs			81			786			(705	)	Transaction related costs			135			258			(123	)
		Total expenses		143,640			146,647			(3,007	)		Total expenses		142,550			141,188			1,362
Other income (expense):	Other income (expense):											Other income (expense):
	Loss from unconsolidated joint ventures			(4,268	)		(1,332	)		(2,936	)	Loss from unconsolidated joint ventures			(15,717	)		(5,955	)		(9,762	)
	(Loss) income from unconsolidated real estate funds			(56	)		206			(262	)	Income from unconsolidated real estate funds			148			89			59
	Interest and other income, net			1,104			1,222			(118	)	Interest and other income, net			1,070			2,252			(1,182	)
	Interest and debt expense			(35,792	)		(37,325	)		1,533		Interest and debt expense			(34,914	)		(36,009	)		1,095
(Loss) income from continuing operations, before income taxes				(5,877	)		7,377			(13,254	)
Loss from continuing operations, before income taxes												Loss from continuing operations, before income taxes			(9,694	)		(9,693	)		(1	)
	Income tax (expense) benefit			(393	)		583			(976	)	Income tax expense			(434	)		(138	)		(296	)
(Loss) income from continuing operations, net				(6,270	)		7,960			(14,230	)
Loss from continuing operations, net												Loss from continuing operations, net			(10,128	)		(9,831	)		(297	)
Income from discontinued operations, net	Income from discontinued operations, net			2,147			3,040			(893	)	Income from discontinued operations, net			-			2,147			(2,147	)
Net (loss) income				(4,123	)		11,000			(15,123	)
Net loss												Net loss			(10,128	)		(7,684	)		(2,444	)
Less net (income) loss attributable to noncontrolling interests in:	Less net (income) loss attributable to noncontrolling interests in:											Less net (income) loss attributable to noncontrolling interests in:
	Consolidated joint ventures			(3,566	)		(3,051	)		(515	)	Consolidated joint ventures			(7,428	)		(405	)		(7,023	)
	Consolidated real estate fund			79			(109	)		188		Consolidated real estate fund			29			1,235			(1,206	)
	Operating Partnership			652			(758	)		1,410		Operating Partnership			1,584			584			1,000
Net (loss) income attributable to common stockholders			$	(6,958	)	$	7,082		$	(14,040	)
Net loss attributable to common stockholders												Net loss attributable to common stockholders		$	(15,943	)	$	(6,270	)	$	(9,673	)

Our revenues, which consist ~~primarily~~ of rental revenue and fee and other income, were ~~$176,775,000~~$182,269,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$191,253,000~~$171,118,000 for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$14,478,000.~~$11,151,000. Below are the details of the increase (decrease) ~~increase~~ by segment.

(Amounts in thousands)	Total			New York				San Francisco				Other			Total			New York				San Francisco			Other
Rental revenue
Acquisitions / Dispositions	$	-		$	-			$	-			$	-
Same store operations		1,645			(1,675	)	⁽¹⁾		3,320		⁽²⁾		-		$	(8,531	)	$	(9,788	)	⁽¹⁾	$	1,257		$	-
Non-cash write-offs of straight-line rent receivables		(14,863	)		(13,454	)			(1,409	)			-
Non-cash write-offs (primarily straight-line rent receivables)																11,309			5,400				5,909			-
Reserves for uncollectible accounts receivable																2,051			1,019				1,032			-
Other, net		(2,477	)		196				(2,130	)	⁽³⁾		(543	)		5,810			628				5,253	⁽²⁾		(71	)
Decrease in rental revenue	$	(15,695	)	$	(14,933	)		$	(219	)		$	(543	)
Increase (decrease) in rental revenue															$	10,639		$	(2,741	)		$	13,451		$	(71	)

Fee and other income
Fee income
Asset management															$	(162	)	$	-			$	-		$	(162	)
Property management	$	578		$	-			$	-			$	578			(154	)		-				-			(154	)
Asset management		971			-				-				971
Acquisition, disposition and leasing		482			-				-				482			439			-				-			439
Other		(37	)		-				-				(37	)		(131	)		-				-			(131	)
Increase in fee income		1,994			-				-				1,994
Decrease in fee income																(8	)		-				-			(8	)
Other income
Acquisitions / Dispositions		-			-				-				-
Same store operations		(839	)		(1,145	)	⁽⁴⁾		306				-			520			253				396			(129	)
Other, net		62			-				-				62
(Decrease) increase in other income		(777	)		(1,145	)			306				62
Increase (decrease) in other income																520			253				396			(129	)
Increase (decrease) in fee and other income	$	1,217		$	(1,145	)		$	306			$	2,056		$	512		$	253			$	396		$	(137	)

Total (decrease) increase in revenues	$	(14,478	)	$	(16,078	)		$	87			$	1,513
Total increase (decrease) in revenues															$	11,151		$	(2,488	)		$	13,847		$	(208	)

Our expenses, which consist ~~primarily~~ of operating, depreciation and amortization, general and administrative and transaction related costs, were ~~$143,640,000~~$142,550,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$146,647,000~~$141,188,000 for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$3,007,000.~~$1,362,000. Below are the details of the increase (decrease) ~~increase~~ by segment.


(Amounts in thousands)	(Amounts in thousands)	Total			New York			San Francisco				Other				(Amounts in thousands)	Total			New York				San Francisco			Other
Operating	Operating															Operating
Acquisitions / Dispositions		$	-		$	-		$	-			$	-
Same store operations	Same store operations		(996	)		(753	)		(243	)			-			Same store operations	$	(399	)	$	(1,412	)		$	1,013		$	-
Other, net	Other, net		15			-			-				15			Other, net		158			-				-			158
(Decrease) increase in operating	(Decrease) increase in operating	$	(981	)	$	(753	)	$	(243	)		$	15			(Decrease) increase in operating	$	(241	)	$	(1,412	)		$	1,013		$	158

Depreciation and amortization	Depreciation and amortization															Depreciation and amortization
Acquisitions / Dispositions		$	-		$	-		$	-			$	-
Operations	Operations		(1,807	)		(110	)		(2,034	)	⁽¹⁾		337			Operations	$	1,209		$	(1,638	)	⁽¹⁾	$	2,980	⁽²⁾	$	(133	)
(Decrease) increase in depreciation and amortization		$	(1,807	)	$	(110	)	$	(2,034	)		$	337
Increase (decrease) in depreciation and amortization																Increase (decrease) in depreciation and amortization	$	1,209		$	(1,638	)		$	2,980		$	(133	)

General and administrative	General and administrative															General and administrative
Mark-to-market of investments	Mark-to-market of investments															Mark-to-market of investments
in our deferred compensation plan	in our deferred compensation plan	$	590		$	-		$	-			$	590		⁽²⁾	in our deferred compensation plan	$	(1,151	)	$	-			$	-		$	(1,151	)	⁽³⁾
Operations	Operations		(104	)		-			-				(104	)		Operations		1,668			-				-			1,668
Increase in general and administrative	Increase in general and administrative	$	486		$	-		$	-			$	486			Increase in general and administrative	$	517		$	-			$	-		$	517

Decrease in transaction related costs	Decrease in transaction related costs	$	(705	)	$	-		$	-			$	(705	)		Decrease in transaction related costs	$	(123	)	$	-			$	-		$	(123	)

Total (decrease) increase in expenses		$	(3,007	)	$	(863	)	$	(2,277	)		$	133
Total increase (decrease) in expenses																Total increase (decrease) in expenses	$	1,362		$	(3,050	)		$	3,993		$	419

InLoss from unconsolidated joint ventures was $15,717,000 for the three months ended ~~September~~June 30, ~~2020, we recognized a $4,268,000 net loss from unconsolidated joint ventures~~2021 compared to ~~$1,332,000 of net loss~~$5,955,000 in the three months ended ~~September~~June 30, ~~2019,~~2020, an increase ~~in loss~~ of ~~$2,936,000.~~$9,762,000. This increase ~~in loss~~ resulted from:

(Amounts in thousands)
Net loss attributable to recently acquired properties ⁽¹⁾	$	(3,031	)	⁽²⁾
712 Fifth Avenue					$	(11,357	)	⁽¹⁾
Other, net		95				1,595
Total increase in loss	$	(2,936	)		$	(9,762	)

~~Loss~~Income from unconsolidated real estate funds was ~~$56,000~~$148,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~an income of $206,000~~$89,000 for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$262,000.~~$59,000.

Interest and other income was ~~$1,104,000~~$1,070,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~income~~$2,252,000 of ~~$1,222,000~~income for the three months ended ~~September~~June 30, ~~2019,~~2020, a decrease in income of ~~$118,000.~~$1,182,000. This decrease in income resulted from:

Interest and debt expense was ~~$35,792,000~~$34,914,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$37,325,000~~$36,009,000 for the three months ended ~~September~~June 30, ~~2019,~~2020, a decrease ~~in expense~~ of ~~$1,533,000.~~$1,095,000. This decrease resulted primarily from ~~(i)~~ lower interest on variable rate debt due to a decrease in average LIBOR rates in the current year’s three months compared to prior year’s three months, partially offset by (ii) interest on $200,000,000 of borrowing underborrowings from our revolving credit ~~facility~~facility.

Income tax expense was $434,000 for the three months ended June 30, 2021, compared to $138,000 for the three months ended June 30, 2020, an increase of $296,000. This increase resulted primarily from higher taxable income attributable to our taxable REIT subsidiaries in the current year’s three months.

Income tax expense was $393,000 for the three months ended September 30, 2020, compared to an income tax benefit of $583,000 for the three months ended September 30, 2019, an increase in expense of $976,000. This increase was primarily due to an income tax benefit that was recognized in the prior year’s three months as a result of a true-up of the tax provision.

Income from discontinued operations was $2,147,000 for the three months ended ~~September~~June 30, 2020 ~~compared to $3,040,000 for the three months ended September 30, 2019, a decrease of $893,000. This decrease resulted from:~~and represented income from 1899 Pennsylvania Avenue in Washington, D.C., which was sold in December 2020.

Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interests in consolidated joint ventures was ~~$3,566,000~~$7,428,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$3,051,000~~$405,000 for the three months ended ~~September~~June 30, ~~2019,~~2020, an increase in income allocated to noncontrolling interests of ~~$515,000.~~$7,023,000. This increase in income resulted from:

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($1,577 in 2020, compared to $390 in 2019)	$	1,187		⁽¹⁾
Loss attributable to 1633 Broadway in 2020		(962	)	⁽²⁾
Higher income attributable to 300 Mission Street ($4,345 of income in 2021, compared to loss of $2,736 in 2020)					$	7,081		⁽¹⁾
Other, net		290				(58	)
Total increase in income attributable to noncontrolling interests	$	515			$	7,023

Net Loss ~~(Income)~~ Attributable to Noncontrolling Interests in Consolidated Real Estate Fund

Net loss attributable to noncontrolling interests in consolidated real estate fund was ~~$79,000~~$29,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~net income attributable to noncontrolling interests in consolidated real estate fund of $109,000~~$1,235,000 for the three months ended ~~September~~June 30, ~~2019,~~2020, a decrease in ~~income~~loss allocated to noncontrolling interest of ~~$188,000. The~~$1,206,000. This decrease was primarily due to higher marketing ~~expenses~~expense for One Steuart ~~Lane.~~Lane in the prior year’s three months.

Net Loss ~~(Income)~~ Attributable to Noncontrolling Interests in Operating Partnership

Net loss attributable to noncontrolling interests in the Operating Partnership was ~~$652,000~~$1,584,000 for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~net income attributable to noncontrolling interests in Operating Partnership~~$584,000 of ~~$758,000~~loss for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase in ~~income attributable~~loss allocated to noncontrolling interests of ~~$1,410,000.~~$1,000,000. This ~~decrease~~increase in loss resulted from ~~lower~~higher net ~~income~~loss subject to allocation to the unitholders of the Operating Partnership for the three months ended ~~September~~June 30, ~~2020.~~2021.

Results of Operations - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

The following pages summarize our consolidated results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

			For the Nine Months Ended September 30,											For the Six Months Ended June 30,
(Amounts in thousands)	(Amounts in thousands)		2020			2019			Change			(Amounts in thousands)		2021			2020			Change
Revenues:	Revenues:											Revenues:
	Rental revenue		$	504,834		$	530,500		$	(25,666	)	Rental revenue		$	347,774		$	339,414		$	8,360
	Fee and other income			27,045			26,485			560		Fee and other income			15,661			15,690			(29	)
		Total revenues		531,879			556,985			(25,106	)		Total revenues		363,435			355,104			8,331
Expenses:	Expenses:											Expenses:
	Operating			199,192			199,043			149		Operating			130,690			131,327			(637	)
	Depreciation and amortization			176,032			181,685			(5,653	)	Depreciation and amortization			118,230			117,143			1,087
	General and administrative			46,955			51,457			(4,502	)	General and administrative			32,782			30,150			2,632
	Transaction related costs			542			1,704			(1,162	)	Transaction related costs			416			461			(45	)
		Total expenses		422,721			433,889			(11,168	)		Total expenses		282,118			279,081			3,037
Other income (expense):	Other income (expense):											Other income (expense):
	Loss from unconsolidated joint ventures			(14,444	)		(2,815	)		(11,629	)	Loss from unconsolidated joint ventures			(21,033	)		(10,176	)		(10,857	)
	Income from unconsolidated real estate funds			85			271			(186	)	Income from unconsolidated real estate funds			328			141			187
	Interest and other income, net			2,360			7,705			(5,345	)	Interest and other income, net			2,372			1,256			1,116
	Interest and debt expense			(108,420	)		(111,462	)		3,042		Interest and debt expense			(69,653	)		(72,628	)		2,975
(Loss) income from continuing operations, before income taxes				(11,261	)		16,795			(28,056	)
Loss from continuing operations, before income taxes												Loss from continuing operations, before income taxes			(6,669	)		(5,384	)		(1,285	)
	Income tax expense			(1,135	)		(823	)		(312	)	Income tax expense			(1,575	)		(742	)		(833	)
(Loss) income from continuing operations, net				(12,396	)		15,972			(28,368	)
Loss from continuing operations, net												Loss from continuing operations, net			(8,244	)		(6,126	)		(2,118	)
Income from discontinued operations, net	Income from discontinued operations, net			5,815			7,202			(1,387	)	Income from discontinued operations, net			-			3,668			(3,668	)
Net (loss) income				(6,581	)		23,174			(29,755	)
Net loss												Net loss			(8,244	)		(2,458	)		(5,786	)
Less net (income) loss attributable to noncontrolling interests in:	Less net (income) loss attributable to noncontrolling interests in:											Less net (income) loss attributable to noncontrolling interests in:
	Consolidated joint ventures			(5,485	)		(8,253	)		2,768		Consolidated joint ventures			(13,156	)		(1,919	)		(11,237	)
	Consolidated real estate fund			1,291			(256	)		1,547		Consolidated real estate fund			(56	)		1,212			(1,268	)
	Operating Partnership			895			(1,419	)		2,314		Operating Partnership			1,935			243			1,692
Net (loss) income attributable to common stockholders			$	(9,880	)	$	13,246		$	(23,126	)
Net loss attributable to common stockholders												Net loss attributable to common stockholders		$	(19,521	)	$	(2,922	)	$	(16,599	)

Our revenues, which consist ~~primarily~~ of rental revenue and fee and other income, were ~~$531,879,000~~$363,435,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $355,104,000 for the six months ended June 30, 2020, ~~compared to $556,985,000 for the nine months ended September 30, 2019, a decrease~~an increase of ~~$25,106,000.~~$8,331,000. Below are the details of the increase (decrease) ~~increase~~ by segment.

(Amounts in thousands)	Total			New York				San Francisco				Other			Total			New York				San Francisco				Other
Rental revenue
Acquisitions / Dispositions	$	-		$	-			$	-			$	-
Same store operations		6,388			(400	)			6,788		⁽¹⁾		-		$	(9,660	)		(18,580	)	⁽¹⁾	$	8,920		⁽²⁾	$	-
Non-cash write-offs (primarily straight-line rent receivables)		(26,172	)		(18,854	)			(7,318	)			-			11,309			5,400				5,909				-
Reserves for uncollectible accounts receivable		(2,051	)		(1,019	)			(1,032	)			-			2,051			1,019				1,032				-
Other, net		(3,831	)		(424	)			(2,148	)	⁽²⁾		(1,259	)		4,660			88				4,860		⁽³⁾		(288	)
Decrease in rental revenue	$	(25,666	)	$	(20,697	)		$	(3,710	)		$	(1,259	)
Increase (decrease) in rental revenue															$	8,360		$	(12,073	)		$	20,721			$	(288	)

Fee and other income
Fee income
Asset management															$	(197	)	$	-			$	-			$	(197	)
Property management	$	2,026		$	-			$	-			$	2,026			(408	)		-				-				(408	)
Asset management		3,455			-				-				3,455
Acquisition, disposition and leasing		(849	)		-				-				(849	)		439			-				-				439
Other		(311	)		-				-				(311	)		498			-				-				498
Increase in fee income		4,321			-				-				4,321			332			-				-				332
Other income
Acquisitions / Dispositions		-			-				-				-
Same store operations		(3,761	)		(2,962	)	⁽³⁾		(324	)			(475	)		(361	)		(155	)			(69	)			(137	)
Decrease in other income		(3,761	)		(2,962	)			(324	)			(475	)		(361	)		(155	)			(69	)			(137	)
Increase (decrease) in fee and other income	$	560		$	(2,962	)		$	(324	)		$	3,846
(Decrease) increase in fee and other income															$	(29	)	$	(155	)		$	(69	)		$	195

Total (decrease) increase in revenues	$	(25,106	)	$	(23,659	)		$	(4,034	)		$	2,587
Total increase (decrease) in revenues															$	8,331		$	(12,228	)		$	20,652			$	(93	)

Our expenses, which consist ~~primarily~~ of operating, depreciation and amortization, general and administrative and transaction related costs, were ~~$422,721,000~~$282,118,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $279,081,000 for the six months ended June 30, 2020, ~~compared to $433,889,000 for the nine months ended September 30, 2019, a decrease~~an increase of ~~$11,168,000.~~$3,037,000. Below are the details of the increase (decrease) ~~increase~~ by segment.

(Amounts in thousands)	(Amounts in thousands)	Total			New York			San Francisco				Other				(Amounts in thousands)	Total			New York				San Francisco			Other
Operating	Operating															Operating
Acquisitions / Dispositions		$	-		$	-		$	-			$	-
Same store operations	Same store operations		(213	)		882			(1,095	)	⁽¹⁾		-			Same store operations	$	(385	)	$	(1,417	)		$	1,032		$	-
Other, net	Other, net		362			-			-				362			Other, net		(252	)		-				-			(252	)
Increase (decrease) in operating		$	149		$	882		$	(1,095	)		$	362
(Decrease) increase in operating																(Decrease) increase in operating	$	(637	)	$	(1,417	)		$	1,032		$	(252	)

Depreciation and amortization	Depreciation and amortization															Depreciation and amortization
Acquisitions / Dispositions		$	-		$	-		$	-			$	-
Operations	Operations		(5,653	)		(114	)		(6,463	)	⁽²⁾		924			Operations		1,087			(2,373	)	⁽¹⁾		3,705	⁽²⁾		(245	)
(Decrease) increase in depreciation and amortization		$	(5,653	)	$	(114	)	$	(6,463	)		$	924
Increase (decrease) in depreciation and amortization																Increase (decrease) in depreciation and amortization	$	1,087		$	(2,373	)		$	3,705		$	(245	)

General and administrative	General and administrative															General and administrative
Mark-to-market of investments	Mark-to-market of investments															Mark-to-market of investments
in our deferred compensation plan	in our deferred compensation plan	$	(2,481	)	$	-		$	-			$	(2,481	)	⁽³⁾	in our deferred compensation plan	$	1,745		$	-			$	-		$	1,745		⁽³⁾
Operations	Operations		(2,021	)		-			-				(2,021	)	⁽⁴⁾	Operations		887			-				-			887
Decrease in general and administrative		$	(4,502	)	$	-		$	-			$	(4,502	)
Increase in general and administrative																Increase in general and administrative	$	2,632		$	-			$	-		$	2,632

Decrease in transaction related costs	Decrease in transaction related costs	$	(1,162	)	$	-		$	-			$	(1,162	)		Decrease in transaction related costs	$	(45	)	$	-			$	-		$	(45	)

Total (decrease) increase in expenses		$	(11,168	)	$	768		$	(7,558	)		$	(4,378	)
Total increase (decrease) in expenses																Total increase (decrease) in expenses	$	3,037		$	(3,790	)		$	4,737		$	2,090

~~In the nine months ended September 30, 2020, we recognized a $14,444,000 net loss~~Loss from unconsolidated joint ventures was $21,033,000 for the six months ended June 30, 2021 compared to ~~$2,815,000 of net loss~~$10,176,000 in the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase ~~in loss~~ of ~~$11,629,000.~~$10,857,000. This increase ~~in loss~~ resulted from:

(Amounts in thousands)
Net loss attributable to recently acquired properties ⁽¹⁾	$	(10,301	)	⁽²⁾
712 Fifth Avenue					$	(11,357	)	⁽¹⁾
Other, net		(1,328	)			500
Total increase in loss	$	(11,629	)		$	(10,857	)

Income from unconsolidated real estate funds was ~~$85,000~~$328,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $141,000 for the six months ended June 30, 2020, ~~compared to $271,000 for the nine months ended September 30, 2019, a decrease~~an increase of ~~$186,000.~~$187,000.

Interest and other income was ~~$2,360,000~~$2,372,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $1,256,000 of income for the six months ended June 30, 2020, ~~compared to income of $7,705,000 for the nine months ended September 30, 2019, a decrease~~an increase in income of ~~$5,345,000.~~$1,116,000. This ~~decrease~~increase in income resulted from:

Interest and debt expense was ~~$108,420,000~~$69,653,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $72,628,000 for the six months ended June 30, 2020, ~~compared to $111,462,000 for the nine months ended September 30, 2019,~~ a decrease ~~in expense~~ of ~~$3,042,000.~~$2,975,000. This decrease resulted primarily from (i) lower ~~interest~~average LIBOR rates on variable rate debt ~~due to a decrease in average LIBOR rates~~ in the current year’s ~~nine~~six months compared to prior year’s ~~nine~~six months ~~partially offset by~~and (ii) ~~interest on $200,000,000 of borrowing under~~lower borrowings from our revolving credit ~~facility in the current year’s nine months.~~facility.

Income tax expense was ~~$1,135,000~~$1,575,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$823,000~~$742,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$312,000.~~$833,000. This increase ~~was~~resulted primarily ~~due~~from higher taxable income attributable to ~~an income tax benefit that was recognized~~our taxable REIT subsidiaries in the ~~prior~~current year’s ~~nine months as a result of a true-up of the tax provision.~~six months.

Income from discontinued operations was ~~$5,815,000~~$3,668,000 for the ~~nine~~six months ended ~~September~~June 30, 2020 ~~compared to $7,202,000 for the nine months ended September 30, 2019, a decrease of $1,387,000. This decrease resulted from:~~and represented income from 1899 Pennsylvania Avenue in Washington, D.C., which was sold in December 2020.

Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interests in consolidated joint ventures was ~~$5,485,000~~$13,156,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $1,919,000 for the six months ended June 30, 2020, ~~compared~~an increase in income allocated to ~~$8,253,000 for the nine months ended September 30, 2019, a decrease~~noncontrolling interests of ~~$2,768,000.~~$11,237,000. This ~~decrease~~increase in income resulted from:

Net ~~Loss (Income)~~Income (Loss) Attributable to Noncontrolling Interests in Consolidated Real Estate Fund

Net ~~loss~~income attributable to noncontrolling interests in consolidated real estate fund was ~~$1,291,000~~$56,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to net ~~income~~loss attributable to noncontrolling ~~interests~~interest in consolidated real estate fund of ~~$256,000~~$1,212,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, a decrease in ~~income~~loss allocated to noncontrolling interest of ~~$1,547,000. The~~$1,268,000. This decrease was primarily due to higher marketing expenses for One Steuart ~~Lane.~~Lane in the prior year’s six months.

Net Loss ~~(Income)~~ Attributable to Noncontrolling Interests in Operating Partnership

Net loss attributable to noncontrolling interests in the Operating Partnership was ~~$895,000~~$1,935,000 for the ~~nine~~six months ended ~~September~~June 30, 2021, compared to $243,000 for the six months ended June 30, 2020, ~~compared to net income attributable to noncontrolling interests~~an increase in ~~Operating Partnership of $1,419,000 for the nine months ended September 30, 2019, a decrease in income~~loss attributable to noncontrolling interests of ~~$2,314,000.~~$1,692,000. This ~~decrease~~increase in loss resulted from ~~lower~~higher net ~~income~~loss subject to allocation to the unitholders of the Operating Partnership for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

Our primary sources of liquidity include existing cash balances, cash flow from operations and borrowings available under our revolving credit facility. We expect that these sources will provide adequate liquidity over the next 12 months for all anticipated needs, including scheduled principal and interest payments on our outstanding indebtedness, existing and anticipated capital improvements, the cost of securing new and renewal leases, dividends to stockholders and distributions to unitholders, and all other capital needs related to the operations of our business. We anticipate that our long-term needs including debt maturities and the acquisition of additional properties will be funded by operating cash flow, mortgage financings and/or re-financings, the issuance of long-term debt or equity and cash on hand.

Although we may be able to anticipate and plan for certain of our liquidity needs, unexpected increases in uses of cash that are beyond our control and which affect our financial condition and results of operations may arise, or our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or required.

As of ~~September~~June 30, ~~2020,~~2021, we had ~~$1.35~~$1.51 billion of liquidity comprised of ~~$515,942,000~~$475,289,000 of cash and cash equivalents, ~~$30,965,000~~$32,552,000 of restricted cash and ~~$800,000,000~~$1.0 billion of borrowing capacity under our revolving credit facility. As of ~~September~~June 30, ~~2020,~~2021, our outstanding consolidated debt aggregated ~~$4.0 billion, including $200,000,000~~$3.83 billion. We had no amounts outstanding under our revolving credit facility. ~~None~~In November 2021, the $850,000,000 mortgage loan at 1301 Avenue of ~~our debt matures in 2020 and $850,000,000 of our debt matures in 2021~~. the Americas is scheduled to mature. We are currently exploring various alternatives to refinance this debt. We may refinance this debt or any of our maturing debt when it comes due ~~or refinance~~ or repay it early depending on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.

Our $1.0 billion revolving credit facility matures in January 2022 and has two six-month extension options. The interest rate on the facility, at current leverage levels, is LIBOR plus 115 basis points and has a 20 basis points facility fee. We also have an option, subject to customary conditions and incremental lender commitments, to increase the capacity under the facility to $1.5 billion at any time prior to the maturity date of the facility. The facility contains certain restrictions and covenants that require us to maintain, on an ongoing basis, (i) a leverage ratio not to exceed 60%, however, the leverage ratio may be increased to 65% for any fiscal quarter in which an acquisition of real estate is completed and for up to the next three subsequent consecutive fiscal quarters, (ii) a secured leverage ratio not to exceed 50%, (iii) a fixed charge coverage ratio of at least 1.50, (iv) an unsecured leverage ratio not to exceed 60%, however, the unsecured leverage ratio may be increased to 65% for any fiscal quarter in which an acquisition of real estate is completed and for up to the next three subsequent consecutive fiscal quarters and (v) an unencumbered interest coverage ratio of at least 1.75. The facility also contains customary representations and warranties, limitations on permitted investments and other covenants.

On ~~September~~June 15, ~~2020,~~2021, we declared a regular quarterly cash dividend of ~~$0.10~~$0.07 per share of common stock for the ~~third~~second quarter ~~ending September~~ended June 30, ~~2020,~~2021, which was paid on ~~October~~July 15, ~~2020~~2021 to stockholders of record as of the close of business on ~~September~~June 30, ~~2020.~~2021. This dividend policy, if continued, would require us to pay out approximately ~~$24,200,000~~$16,900,000 each quarter to common stockholders and unitholders.

As of ~~September~~June 30, ~~2020,~~2021, our unconsolidated joint ventures had ~~$1.63~~$1.64 billion of outstanding indebtedness, of which our share was ~~$606,158,000.~~$611,320,000. We do not guarantee the indebtedness of our unconsolidated joint ventures other than providing customary environmental indemnities and guarantees of ~~specified~~ non-recourse ~~carve outs relating to specified covenants and representations;~~carve-outs; however, we may elect to fund additional capital to a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans in order to enable the joint venture to repay this indebtedness upon maturity.

During 2017, the New York City Department of Finance issued Notices of Determination (“Notices”) assessing additional transfer taxes (including interest and penalties) in connection with the transfer of interests in certain properties during our 2014 initial public offering. We believe, after consultation with legal counsel that the likelihood of a loss is reasonably possible, and while it is not possible to predict the outcome of these Notices, we estimate the range of loss could be between $0 and ~~$46,600,000.~~$49,800,000. Since no amount in this range is a better estimate than any other amount within the range, we have not accrued any liability arising from potential losses relating to these Notices in our consolidated financial statements.

Substantially all of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe inflationary increases in expenses may be at least partially offset by the contractual rent increases and expense escalations described above. We do not believe inflation has had a material impact on our historical financial position or results of operations.

Cash and cash equivalents and restricted cash were ~~$546,907,000~~$507,841,000 and $465,324,000 as of June 30, 2021 and December 31, 2020, respectively, and $556,459,000 and $331,487,000 as of ~~September~~June 30, 2020 and December 31, 2019, ~~respectively, and $323,438,000 and $365,409,000 as of September 30, 2019 and December 31, 2018,~~ respectively. Cash and cash equivalents and restricted cash increased by ~~$215,420,000~~$42,517,000 and $224,972,000 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and decreased by $41,971,000 for the nine months ended September 30, 2019.~~respectively. The following table sets forth the changes in cash flow.

		For the Nine Months Ended September 30,							For the Six Months Ended June 30,
(Amounts in thousands)	(Amounts in thousands)	2020			2019			(Amounts in thousands)	2021			2020
Net cash provided by (used in):	Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	Operating activities	$	139,569		$	206,647		Operating activities	$	134,458		$	103,111
Investing activities	Investing activities		(19,533	)		(58,387	)	Investing activities		(62,045	)		(2,792	)
Financing activities	Financing activities		95,384			(190,231	)	Financing activities		(29,896	)		124,653

~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021 – We generated ~~$139,569,000~~$134,458,000 of cash from operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily from (i) ~~$176,877,000~~$133,703,000 of net income (before ~~$183,458,000~~$141,947,000 of ~~noncash~~non-cash adjustments), and (ii) ~~$2,168,000~~$889,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$39,476,000~~$134,000 of net changes in operating assets and liabilities. ~~Noncash~~Non-cash adjustments of ~~$183,458,000~~$141,947,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and below-market leases and amortization of stock-based compensation.

~~Nine~~Six months ended ~~September~~June 30, ~~2019~~2020 – We generated ~~$206,647,000~~$103,111,000 of cash from operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, primarily from (i) ~~$195,149,000~~$117,922,000 of net income (before ~~$173,115,000~~$120,380,000 of ~~noncash adjustments~~non-cash adjustments), and ~~$1,140,000 of gain on sale of real estate),~~ (ii) ~~$4,140,000~~$1,812,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$2,339,000 from the receipt of accrued interest on preferred equity investment, and (iv) $5,019,000~~$16,623,000 of net changes in operating assets and liabilities. ~~Noncash~~Non-cash adjustments of ~~$173,115,000~~$120,380,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and ~~below market~~below-market leases and amortization of stock-based compensation.

~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021 – We used ~~$19,533,000~~$62,045,000 of cash for investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily ~~due to~~for (i) ~~$60,348,000~~$52,114,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements and (ii) ~~$2,945,000~~$11,750,000 of contributions to an unconsolidated joint venture, partially offset by (iii) $1,819,000 from net sales of marketable securities (which are held in our deferred compensation plan).

Six months ended June 30, 2020 – We used $2,792,000 of cash for investing activities for the six months ended June 30, 2020, primarily for (i) $46,575,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, and (ii) $2,936,000 of contributions to our unconsolidated real estate funds, partially offset by (iii) $36,918,000 repayment of amounts due from affiliates, and (iv) ~~$6,842,000 from the net sales of marketable securities (which are held in our deferred compensation plan).~~

~~Nine months ended September 30, 2019 –~~ We used $58,387,000 of cash for investing activities for the nine months ended September 30, 2019, primarily due to (i) $148,896,000 for investments in and contributions of capital to unconsolidated joint ventures, (ii) $70,094,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, (iii) $25,000,000 for real estate acquisition deposit and (iv) $2,247,000 of net contributions to our unconsolidated real estate funds, partially offset by (v) $150,307,000 of proceeds from sale of real estate, (vi) $33,750,000 from the redemption of a preferred equity investment, and (vii) $3,793,000$9,801,000 from the net sales of marketable securities (which are held in our deferred compensation plan).

~~Nine~~Six months ended ~~September~~June 30, 2021 – We used $29,896,000 of cash for financing activities for the six months ended June 30, 2021, primarily for (i) $33,685,000 for dividends and distributions paid to common stockholders and unitholders, (ii) $8,562,000 for distributions to noncontrolling interests and (iii) $200,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings, partially offset by (iv) $12,430,000 of proceeds from notes and mortgages payable and (v) $121,000 of contributions from noncontrolling interests.

Six months ended June 30, 2020 – We generated ~~$95,384,000~~$124,653,000 of cash from financing activities for the ~~nine~~six months ended ~~September~~June 30, 2020, primarily from (i) $163,082,000 of borrowings under the revolving credit facility, (ii) $111,984,000 of proceeds from the sale of a 10.0% interest in 1633 Broadway, (iii) $11,555,000 of contributions from noncontrolling interests, and (iv) ~~$9,791,000~~$3,073,000 of proceeds from notes and mortgages payable, partially offset by (v) ~~$108,520,000~~$100,000,000 for the repurchases of common shares, (vi) ~~$73,889,000~~$49,597,000 for dividends and distributions paid to common stockholders and unitholders, (vii) ~~$9,530,000 for distributions to noncontrolling interests, (viii)~~ $8,771,000 for repayment of note payable issued in connection with the acquisition of noncontrolling interest in consolidated real estate fund, (viii) $6,357,000 for distributions to noncontrolling interests and (ix) ~~$318,000~~$316,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings.

~~Nine months ended September 30, 2019~~ – We used $190,231,000 of cash in financing activities for the nine months ended September 30, 2019, primarily due to (i) $89,005,000 for the repurchases of common shares, (ii) $77,804,000 for dividends and distributions paid to common stockholders and unitholders, (iii) $40,037,000 for distributions to noncontrolling interests, (iv) $1,000,000 for acquisition of noncontrolling interest in consolidated real estate funds (v) $314,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and (vi) $260,000 for the payment of debt issuance costs, partially offset by (vii) $14,989,000 of contributions from noncontrolling interests and (viii) $3,200,000 of proceeds from notes and mortgages payable.

We use and present NOI, Same Store NOI, FFO and Core FFO, as supplemental measures of our performance. The summary below describes our use of these measures, provides information regarding why we believe these measures are meaningful supplemental measures of our performance and reconciles these measures from net income or loss, the most directly comparable GAAP measure. Other real estate companies may use different methodologies for calculating these measures, and accordingly, our presentation of these measures may not be comparable to other real estate companies. These non-GAAP measures should not be considered a substitute for, and should only be considered together with and as a supplement to, financial information presented in accordance with GAAP.

We use NOI to measure the operating performance of our properties. NOI consists of rental revenue (which includes property rentals, tenant reimbursements and lease termination income) and certain other property-related revenue less operating expenses (which includes property-related expenses such as cleaning, security, repairs and maintenance, utilities, property administration and real estate taxes). We also present Cash NOI, which deducts from NOI, straight-line rent adjustments and the amortization of above and below-market leases, including our share of such adjustments of unconsolidated joint ventures. In addition, we present Paramount's share of NOI and Cash NOI which represents our share of NOI and Cash NOI of consolidated and unconsolidated joint ventures, based on our percentage ownership in the underlying assets. We use NOI and Cash NOI internally as performance measures and believe they provide useful information to investors regarding our financial condition and results of operations because they reflect only those income and expense items that are incurred at property level. The following tables present reconciliations of our net (loss) income to NOI and Cash NOI for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

	For the Three Months Ended September 30, 2020												For the Three Months Ended June 30, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(4,123	)	$	(4,076	)	$	9,765		$	(9,812	)	$	(10,128	)	$	(8,357	)	$	13,965		$	(15,736	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		58,889			39,942			17,787			1,160			59,925			38,289			20,660			976
General and administrative		16,805			-			-			16,805			18,418			-			-			18,418
Interest and debt expense		35,792			21,585			12,492			1,715			34,914			21,339			12,540			1,035
Income tax expense		393			3			7			383			434			5			-			429
NOI from unconsolidated joint ventures		12,935			3,116			10,019			(200	)		10,557			2,749			7,852			(44	)
Loss (income) from unconsolidated joint ventures		4,268			(239	)		4,251			256
Loss from unconsolidated joint ventures														15,717			11,111			4,460			146
Fee income		(9,153	)		-			-			(9,153	)		(6,201	)		-			-			(6,201	)
Interest and other income, net		(1,104	)		-			(41	)		(1,063	)
Adjustments related to discontinued operations		10			-			-			10
Interest and other (income) loss, net														(1,070	)		3			(18	)		(1,055	)
Other, net		137			-			-			137			(13	)		-			-			(13	)
NOI		114,849			60,331			54,280			238			122,553			65,139			59,459			(2,045	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(20,433	)		(1,443	)		(18,979	)		(11	)		(26,233	)		(2,519	)		(23,714	)		-
Consolidated real estate fund		205			-			-			205			121			-			-			121
Paramount's share of NOI	$	94,621		$	58,888		$	35,301		$	432		$	96,441		$	62,620		$	35,745		$	(1,924	)

NOI	$	114,849		$	60,331		$	54,280		$	238		$	122,553		$	65,139		$	59,459		$	(2,045	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(5,523	)		4,134			(9,628	)		(29	)		(2,958	)		158			(3,086	)		(30	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(2,986	)		79			(3,065	)		-			(1,662	)		371			(2,033	)		-
Adjustments related to discontinued operations		128			-			-			128
Cash NOI		106,468			64,544			41,587			337			117,933			65,668			54,340			(2,075	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(14,513	)		(1,768	)		(12,734	)		(11	)		(24,198	)		(2,479	)		(21,719	)		-
Consolidated real estate fund		205			-			-			205			121			-			-			121
Paramount's share of Cash NOI	$	92,160		$	62,776		$	28,853		$	531		$	93,856		$	63,189		$	32,621		$	(1,954	)

	For the Three Months Ended September 30, 2019												For the Three Months Ended June 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	11,000		$	8,905		$	10,361		$	(8,266	)
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income													$	(7,684	)	$	1,955		$	4,169		$	(13,808	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		60,696			40,052			19,821			823			58,716			39,927			17,680			1,109
General and administrative		16,319			-			-			16,319			17,901			-			-			17,901
Interest and debt expense		37,325			23,818			12,383			1,124			36,009			21,804			12,323			1,882
Income tax benefit		(583	)		-			-			(583	)
Income tax expense														138			-			-			138
NOI from unconsolidated joint ventures		4,973			2,776			2,106			91			10,376			2,680			9,165			(1,469	)
Loss (income) from unconsolidated joint ventures		1,332			(235	)		1,602			(35	)		5,955			(220	)		4,651			1,524
Fee income		(7,159	)		-			-			(7,159	)		(6,209	)		-			-			(6,209	)
Interest and other income, net		(1,222	)		-			(236	)		(986	)		(2,252	)		-			(50	)		(2,202	)
Adjustments related to discontinued operations		1,222			-			-			1,222
Other, net		580			-			-			580			169			-			-			169
NOI		124,483			75,316			46,037			3,130			113,119			66,146			47,938			(965	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(18,765	)		-			(18,765	)		-			(15,733	)		(430	)		(15,303	)		-
Consolidated real estate fund		-			-			-			-			1,437			-			-			1,437
Paramount's share of NOI	$	105,718		$	75,316		$	27,272		$	3,130		$	98,823		$	65,716		$	32,635		$	472

NOI	$	124,483		$	75,316		$	46,037		$	3,130		$	113,119		$	66,146		$	47,938		$	(965	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(11,556	)		(8,593	)		(2,941	)		(22	)		(10,037	)		(5,768	)		(4,241	)		(28	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(2,787	)		436			(3,223	)		-			(1,701	)		388			(2,089	)		-
Adjustments related to discontinued operations		91			-			-			91			114			-			-			114
Cash NOI		110,231			67,159			39,873			3,199			101,495			60,766			41,608			(879	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(16,680	)		-			(16,680	)		-			(13,716	)		(504	)		(13,212	)		-
Consolidated real estate fund		-			-			-			-			1,437			-			-			1,437
Paramount's share of Cash NOI	$	93,551		$	67,159		$	23,193		$	3,199		$	89,216		$	60,262		$	28,396		$	558

	For the Nine Months Ended September 30, 2020												For the Six Months Ended June 30, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(6,581	)	$	7,594		$	19,839		$	(34,014	)	$	(8,244	)	$	(6,084	)	$	24,885		$	(27,045	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		176,032			119,888			52,794			3,350			118,230			77,573			38,712			1,945
General and administrative		46,955			-			-			46,955			32,782			-			-			32,782
Interest and debt expense		108,420			66,121			37,377			4,922			69,653			42,598			24,893			2,162
Income tax expense		1,135			3			-			1,132			1,575			5			4			1,566
NOI from unconsolidated joint ventures		36,703			8,740			29,566			(1,603	)		20,883			5,570			15,389			(76	)
Loss (income) from unconsolidated joint ventures		14,444			(377	)		13,050			1,771
Loss from unconsolidated joint ventures														21,033			11,094			9,702			237
Fee income		(21,692	)		-			-			(21,692	)		(12,871	)		-			-			(12,871	)
Interest and other income, net		(2,360	)		-			(278	)		(2,082	)
Adjustments related to discontinued operations		700			-			-			700
Interest and other (income) loss, net														(2,372	)		17			(55	)		(2,334	)
Other, net		457			-			-			457			88			-			-			88
NOI		354,213			201,969			152,348			(104	)		240,757			130,773			113,530			(3,546	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(51,857	)		(1,873	)		(49,973	)	��	(11	)		(48,958	)		(5,112	)		(43,846	)		-
Consolidated real estate fund		1,645			-			-			1,645			206			-			-			206
Paramount's share of NOI	$	304,001		$	200,096		$	102,375		$	1,530		$	192,005		$	125,661		$	69,684		$	(3,340	)

NOI	$	354,213		$	201,969		$	152,348		$	(104	)	$	240,757		$	130,773		$	113,530		$	(3,546	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(27,364	)		(8,044	)		(19,344	)		24			(11,060	)		(1,637	)		(9,483	)		60
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(7,519	)		855			(8,374	)		-			(3,465	)		638			(4,103	)		-
Adjustments related to discontinued operations		361			-			-			361
Cash NOI		319,691			194,780			124,630			281			226,232			129,774			99,944			(3,486	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(41,431	)		(2,272	)		(39,148	)		(11	)		(43,139	)		(4,964	)		(38,175	)		-
Consolidated real estate fund		1,645			-			-			1,645			206			-			-			206
Paramount's share of Cash NOI	$	279,905		$	192,508		$	85,482		$	1,915		$	183,299		$	124,810		$	61,769		$	(3,280	)

For the Nine Months Ended September 30, 2019

(Amounts in thousands)
Total

New York

San Francisco

Other

Reconciliation of net income (loss) to NOI and Cash NOI:

Net income (loss)
$
23,174

$
27,178

$
26,495

$
(30,499
)
Add (subtract) adjustments to arrive at NOI and Cash NOI:

Depreciation and amortization

181,685

120,002

59,257

2,426

General and administrative

51,457

-

-

51,457

Interest and debt expense

111,462

71,444

36,822

3,196

Income tax expense

823

-

19

804

NOI from unconsolidated joint ventures

14,569

10,319

4,019

231

Loss (income) from unconsolidated joint ventures

2,815

(854
)

3,723

(54
)
Fee income

(17,371
)

-

-

(17,371
)
Interest and other income, net

(7,705
)

-

(595
)

(7,110
)
Adjustments related to discontinued operations

5,947

-

-

5,947

Other, net

1,433

-

-

1,433

NOI

368,289

228,089

129,740

10,460

Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(54,513
)

-

(54,513
)

-

Consolidated real estate fund

23

-

-

23

Paramount's share of NOI
$
313,799

$
228,089

$
75,227

$
10,483

NOI
$
368,289

$
228,089

$
129,740

$
10,460

Less:

Straight-line rent adjustments (including our share

of unconsolidated joint ventures)

(34,362
)

(27,142
)

(7,243
)

23

Amortization of above and below-market leases, net
(including our share of unconsolidated joint ventures)

(8,772
)

1,391

(10,163
)

-

Adjustments related to discontinued operations

302

-

-

302

Cash NOI

325,457

202,338

112,334

10,785

Less Cash NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(47,048
)

-

(47,048
)

-

Consolidated real estate fund

23

-

-

23

Paramount's share of Cash NOI
$
278,432

$
202,338

$
65,286

$
10,808

	For the Six Months Ended June 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(2,458	)	$	11,670		$	10,074		$	(24,202	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		117,143			79,946			35,007			2,190
General and administrative		30,150			-			-			30,150
Interest and debt expense		72,628			44,536			24,885			3,207
Income tax expense (benefit)		742			-			(7	)		749
NOI from unconsolidated joint ventures		23,768			5,624			19,547			(1,403	)
Loss (income) from unconsolidated joint ventures		10,176			(138	)		8,799			1,515
Fee income		(12,539	)		-			-			(12,539	)
Interest and other income, net		(1,256	)		-			(237	)		(1,019	)
Adjustments related to discontinued operations		690			-			-			690
Other, net		320			-			-			320
NOI		239,364			141,638			98,068			(342	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(31,424	)		(430	)		(30,994	)		-
Consolidated real estate fund		1,440			-			-			1,440
Paramount's share of NOI	$	209,380		$	141,208		$	67,074		$	1,098

NOI	$	239,364		$	141,638		$	98,068		$	(342	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(21,841	)		(12,178	)		(9,716	)		53
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(4,533	)		776			(5,309	)		-
Adjustments related to discontinued operations		233			-			-			233
Cash NOI		213,223			130,236			83,043			(56	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(26,918	)		(504	)		(26,414	)		-
Consolidated real estate fund		1,440			-			-			1,440
Paramount's share of Cash NOI	$	187,745		$	129,732		$	56,629		$	1,384

The tables below set forth the reconciliations of our share of NOI to our share of Same Store NOI and Same Store Cash NOI for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. These metrics are used to measure the operating performance of our properties ~~in our New York and San Francisco portfolios~~ that were owned by us in a similar manner during both the current and prior reporting periods, and represents our share of Same Store NOI and Same Store Cash NOI from consolidated and unconsolidated joint ventures based on our percentage ownership in the underlying assets. Same Store NOI also excludes lease termination income, impairment of receivables arising from operating leases and certain other items that vary from period to period. Same Store Cash NOI excludes the effect of non-cash items such as the straight-line rent adjustments and the amortization of above and below-market leases.

For the Three Months Ended September 30, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the three months ended

September 30, 2020⁽¹⁾

$
94,621

$
58,888

$
35,301

$
432

Acquisitions ⁽²⁾

(7,160
)

-

(7,160
)

-

Dispositions / Discontinued Operations

(2,157
)

-

-

(2,157
)
⁽³⁾

Non-cash write-offs of straight-line rent receivables ⁽⁴⁾

13,109

12,396

713

-

Lease termination income and other, net

1,772

(101
)

148

1,725

Paramount's share of Same Store NOI for the three

months ended September 30, 2020

$
100,185

$
71,183

$
29,002

$
-

For the Three Months Ended September 30, 2019

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the three months ended

September 30, 2019⁽¹⁾

$
105,718

$
75,316

$
27,272

$
3,130

Acquisitions

-

-

-

-

Dispositions / Discontinued Operations

(7,133
)

(2,871
)
⁽⁵⁾

-

(4,262
)
⁽³⁾

Reserves for uncollectible accounts receivable⁽⁴⁾

172

174

(2
)

-

Lease termination income and other, net

381

-

(751
)

1,132

Paramount's share of Same Store NOI for the three

months ended September 30, 2019

$
99,138

$
72,619

$
26,519

$
-

Increase (decrease) in Same Store NOI

$
1,047

$
(1,436
)

$
2,483

$
-

% Increase (decrease)

1.1
%

(2.0
%)

9.4
%

	For the Three Months Ended June 30, 2021
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
June 30, 2021 ⁽¹⁾	$	96,441		$	62,620			$	35,745		$	(1,924	)
Dispositions / Discontinued Operations		-			-				-			-
Other, net		(1,908	)		(776	)			(3,056	)		1,924
Paramount's share of Same Store NOI for the three
months ended June 30, 2021	$	94,533		$	61,844			$	32,689		$	-

	For the Three Months Ended June 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
June 30, 2020⁽¹⁾	$	98,823		$	65,716			$	32,635		$	472
Dispositions / Discontinued Operations		(3,881	)		(1,734	)	⁽²⁾		-			(2,147	)	⁽³⁾
Non-cash write-offs (primarily straight-line rent receivables)		7,685			4,993				2,692			-
Reserves for uncollectible accounts receivable		1,940			1,152				788			-
Other, net		1,598			(77	)			-			1,675
Paramount's share of Same Store NOI for the three
months ended June 30, 2020	$	106,165		$	70,050			$	36,115		$	-

For the Nine Months Ended September 30, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the nine months

ended September 30, 2020 ⁽¹⁾

$
304,001

$
200,096

$
102,375

$
1,530

Acquisitions ⁽²⁾

(24,877
)

-

(24,877
)

-

Dispositions / Discontinued Operations

(6,515
)

-

-

(6,515
)
⁽³⁾

Non-cash write-offs (primarily straight-line rent receivables) ⁽⁴⁾

20,794

17,389

3,405

-

Reserves for uncollectible accounts receivable ⁽⁴⁾

1,940

1,152

788

-

Lease termination income and other, net

4,872

(254
)

141

4,985

Paramount's share of Same Store NOI for the nine

months ended September 30, 2020

$
300,215

$
218,383

$
81,832

$
-

For the Nine Months Ended September 30, 2019

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the nine months

ended September 30, 2019 ⁽¹⁾

$
313,799

$
228,089

$
75,227

$
10,483

Acquisitions

-

-

-

-

Dispositions / Discontinued Operations

(16,955
)

(3,806
)
⁽⁵⁾

-

(13,149
)
⁽³⁾

Reserves for uncollectible accounts receivable ⁽⁴⁾

448

473

(25
)

-

Lease termination income and other, net

(431
)

(2,346
)

(751
)

2,666

Paramount's share of Same Store NOI for the nine

months ended September 30, 2019

$
296,861

$
222,410

$
74,451

$
-

Increase (decrease) in Same Store NOI

$
3,354

$
(4,027
)

$
7,381

$
-

% Increase (decrease)

1.1
%

(1.8
%)

9.9
%

	For the Three Months Ended June 30, 2021
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended June 30, 2021 ⁽¹⁾	$	93,856		$	63,189			$	32,621		$	(1,954	)
Dispositions / Discontinued Operations		-			-				-			-
Other, net		(1,885	)		(776	)			(3,063	)		1,954
Paramount's share of Same Store Cash NOI for the
three months ended June 30, 2021	$	91,971		$	62,413			$	29,558		$	-

	For the Three Months Ended June 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended June 30, 2020⁽¹⁾	$	89,216		$	60,262			$	28,396		$	558
Dispositions / Discontinued Operations		(3,456	)		(1,195	)	⁽²⁾		-			(2,261	)	⁽³⁾
Reserves for uncollectible accounts receivable		1,940			1,152				788			-
Other, net		1,626			(77	)			-			1,703
Paramount's share of Same Store Cash NOI for the
three months ended June 30, 2020	$	89,326		$	60,142			$	29,184		$	-

For the Nine Months Ended September 30, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the nine months

ended September 30, 2020 ⁽¹⁾

$
279,905

$
192,508

$
85,482

$
1,915

Acquisitions ⁽²⁾

(19,459
)

-

(19,459
)

-

Dispositions / Discontinued Operations

(6,876
)

-

-

(6,876
)
⁽³⁾

Reserves for uncollectible accounts receivable ⁽⁴⁾

1,940

1,152

788

-

Lease termination income and other, net

4,848

(254
)

141

4,961

Paramount's share of Same Store Cash NOI for the nine

months ended September 30, 2020

$
260,358

$
193,406

$
66,952

$
-

For the Nine Months Ended September 30, 2019

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the nine months

ended September 30, 2019 ⁽¹⁾

$
278,432

$
202,338

$
65,286

$
10,808

Acquisitions

-

-

-

-

Dispositions / Discontinued Operations

(16,664
)

(3,213
)
⁽⁵⁾

-

(13,451
)
⁽³⁾

Reserves for uncollectible accounts receivable ⁽⁴⁾

448

473

(25
)

-

Lease termination income and other, net

(454
)

(2,346
)

(751
)

2,643

Paramount's share of Same Store Cash NOI for the nine

months ended September 30, 2019

$
261,762

$
197,252

$
64,510

$
-

Increase (decrease) in Same Store Cash NOI

$
(1,404
)
$
(3,846
)

$
2,442

$
-

% Increase (decrease)

(0.5
%)

(1.9
%)

3.8
%

	For the Six Months Ended June 30, 2021
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the six months ended
June 30, 2021 ⁽¹⁾	$	192,005		$	125,661			$	69,684		$	(3,340	)
Dispositions / Discontinued Operations		-			-				-			-
Other, net		1,332			(231	)			(1,777	)		3,340
Paramount's share of Same Store NOI for the six
months ended June 30, 2021	$	193,337		$	125,430			$	67,907		$	-

	For the Six Months Ended June 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the six months ended
June 30, 2020 ⁽¹⁾	$	209,380		$	141,208			$	67,074		$	1,098
Dispositions / Discontinued Operations		(9,155	)		(4,797	)	⁽²⁾		-			(4,358	)	⁽³⁾
Non-cash write-offs (primarily straight-line rent receivables)		7,685			4,993				2,692			-
Reserves for uncollectible accounts receivable		1,940			1,152				788			-
Other, net		3,100			(153	)			(7	)		3,260
Paramount's share of Same Store NOI for the six
months ended June 30, 2020	$	212,950		$	142,403			$	70,547		$	-

Funds from Operations (“FFO”) and Core Funds from Operations (“Core FFO”)

FFO is a supplemental measure of our performance. We present FFO in accordance with the definition adopted by the National Association of Real Estate Investment Trusts (“Nareit”). Nareit defines FFO as net income or loss, calculated in accordance with GAAP, adjusted to exclude depreciation and amortization from real estate assets, impairment losses on certain real estate assets and gains or losses from the sale of certain real estate assets or from change in control of certain real estate assets, including our share of such adjustments of unconsolidated joint ventures. FFO is commonly used in the real estate industry to assist investors and analysts in comparing results of real estate companies because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. In addition, we present Core FFO as an alternative measure of our operating performance, which adjusts FFO for certain other items that we believe enhance the comparability of our FFO across periods. Core FFO, when applicable, excludes the impact of certain items, including, transaction related costs, realized and unrealized gains or losses on real estate fund investments, unrealized gains or losses on interest rate swaps, severance costs and gains or losses on early extinguishment of debt, in order to reflect the Core FFO of our real estate portfolio and operations. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.

FFO and Core FFO are presented as supplemental financial measures and do not fully represent our operating performance. Neither FFO nor Core FFO is intended to be a measure of cash flow or liquidity. Please refer to our consolidated financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations and cash flows.

The following table presents a reconciliation of net ~~(loss) income~~loss to FFO and Core FFO for the periods set forth below.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

(Amounts in thousands, except share and per share amounts)

2020

2019

2020

2019

Reconciliation of net (loss) income to FFO and Core FFO:

Net (loss) income

$
(4,123
)

$
11,000

$
(6,581
)

$
23,174

Real estate depreciation and amortization (including our share

of unconsolidated joint ventures)

71,131

65,099

212,617

192,508

Adjustments related to discontinued operations

-

1,222

690

5,947

FFO

67,008

77,321

206,726

221,629

Less FFO attributable to noncontrolling interests in:

Consolidated joint ventures

(12,695
)

(12,142
)

(30,375
)

(35,167
)
Consolidated real estate fund

79

(109
)

1,291

(256
)
Operating Partnership

(4,659
)

(6,294
)

(15,660
)

(17,997
)
FFO attributable to common stockholders

$
49,733

$
58,776

$
161,982

$
168,209

Per diluted share

$
0.22

$
0.25

$
0.72

$
0.72

FFO

$
67,008

$
77,321

$
206,726

$
221,629

Non-core items:

Our share of distributions received from 712 Fifth Avenue

in excess of earnings

(498
)

(976
)

(1,806
)

(1,037
)
Other, net

308

715

935

1,798

Core FFO

66,818

77,060

205,855

222,390

Less Core FFO attributable to noncontrolling interests in:

Consolidated joint ventures

(12,695
)

(12,142
)

(30,375
)

(35,167
)
Consolidated real estate fund

79

(109
)

1,291

(256
)
Operating Partnership

(4,642
)

(6,269
)

(15,584
)

(18,075
)
Core FFO attributable to common stockholders

$
49,560

$
58,540

$
161,187

$
168,892

Per diluted share

$
0.22

$
0.25

$
0.72

$
0.72

Reconciliation of weighted average shares outstanding:

Weighted average shares outstanding

221,461,146

231,197,838

223,593,376

232,974,210

Effect of dilutive securities

6,025

32,101

14,740

30,707

Denominator for FFO and Core FFO per diluted share

221,467,171

231,229,939

223,608,116

233,004,917

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Amounts in thousands, except share and per share amounts)	2021			2020			2021			2020
Reconciliation of net loss to FFO and Core FFO:
Net loss	$	(10,128	)	$	(7,684	)	$	(8,244	)	$	(2,458	)
Real estate depreciation and amortization (including our
share of unconsolidated joint ventures)		70,264			70,546			139,405			141,486
Adjustments related to discontinued operations		-			-			-			690
FFO		60,136			62,862			131,161			139,718
Less FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(18,453	)		(8,711	)		(33,527	)		(17,680	)
Consolidated real estate fund		29			1,235			(56	)		1,212
Operating Partnership		(3,769	)		(4,723	)		(8,761	)		(11,001	)
FFO attributable to common stockholders	$	37,943		$	50,663		$	88,817		$	112,249
Per diluted share	$	0.17		$	0.23		$	0.40		$	0.50

FFO	$	60,136		$	62,862		$	131,161		$	139,718
Non-core items:
Adjustments to equity in earnings for contributions to (distributions from) an unconsolidated joint venture		10,492			(920	)		9,915			(1,308	)
Other, net		133			324			379			627
Core FFO		70,761			62,266			141,455			139,037
Less Core FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(18,453	)		(8,711	)		(33,527	)		(17,680	)
Consolidated real estate fund		29			1,235			(56	)		1,212
Operating Partnership		(4,729	)		(4,672	)		(9,692	)		(10,942	)
Core FFO attributable to common stockholders	$	47,608		$	50,118		$	98,180		$	111,627
Per diluted share	$	0.22		$	0.23		$	0.45		$	0.50

Reconciliation of weighted average shares outstanding:
Weighted average shares outstanding		218,696,284			221,573,199			218,681,228			224,671,206
Effect of dilutive securities		51,117			4,225			50,563			20,164
Denominator for FFO and Core FFO per diluted share		218,747,401			221,577,424			218,731,791			224,691,370

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. We manage our market risk on variable rate debt by entering into swap agreements to fix the rate on all or a portion of the debt for varying periods through maturity. This in turn, reduces the risks of variability of cash flows created by variable rate debt and mitigates the risk of increases in interest rates. Our objective when undertaking such arrangements is to reduce our floating rate exposure and we do not enter into hedging arrangements for speculative purposes. Subject to maintaining our status as a REIT for Federal income tax purposes, we may utilize swap arrangements in the future.

The following table summarizes our consolidated debt, the weighted average interest rates and the fair value as of ~~September~~June 30, ~~2020.~~2021.

Property	Property	Rate	2020		2021		2022		2023		2024		Thereafter		Total		Fair Value		Property	Rate	2021			2022		2023		2024		2025		Thereafter		Total		Fair Value
(Amounts in thousands)	(Amounts in thousands)																		(Amounts in thousands)
Fixed Rate Debt:	Fixed Rate Debt:																		Fixed Rate Debt:
	1633 Broadway	2.99%	$	-	$	-	$	-	$	-	$	-	$	1,250,000	$	1,250,000	$	1,249,058	1633 Broadway	2.99%	$	-		$	-	$	-	$	-	$	-	$	1,250,000	$	1,250,000	$	1,250,176
	1301 Avenue of the Americas	3.05%		-		500,000		-		-		-		-		500,000		500,246	1301 Avenue of the Americas	3.05%		500,000	⁽¹⁾		-		-		-		-		-		500,000		500,061
	31 West 52nd Street	3.80%		-		-		-		-		-		500,000		500,000		520,340	31 West 52nd Street	3.80%		-			-		-		-		-		500,000		500,000		517,906
	One Market Plaza	4.03%		-		-		-		-		975,000		-		975,000		1,007,151	One Market Plaza	4.03%		-			-		-		975,000		-		-		975,000		1,000,849
	300 Mission Street	3.65%		-		-		-		244,434		-		-		244,434		248,916	300 Mission Street	3.65%		-			-		256,864		-		-		-		256,864		260,513
Total Fixed Rate Debt	Total Fixed Rate Debt	3.45%	$	-	$	500,000	$	-	$	244,434	$	975,000	$	1,750,000	$	3,469,434	$	3,525,711	Total Fixed Rate Debt	3.46%	$	500,000		$	-	$	256,864	$	975,000	$	-	$	1,750,000	$	3,481,864	$	3,529,505

Variable Rate Debt:	Variable Rate Debt:																		Variable Rate Debt:
	1301 Avenue of the Americas	1.99%	$	-	$	350,000	$	-	$	-	$	-	$	-	$	350,000	$	346,188	1301 Avenue of the Americas	1.93%	$	350,000	⁽¹⁾	$	-	$	-	$	-	$	-	$	-	$	350,000	$	348,732
	Revolving Credit Facility	1.30%		-		-		200,000		-		-		-		200,000		200,007	Revolving Credit Facility	n/a		-			-		-		-		-		-		-		-
Total Variable Rate Debt	Total Variable Rate Debt	1.74%	$	-	$	350,000	$	200,000	$	-	$	-	$	-	$	550,000	$	546,195	Total Variable Rate Debt	1.93%	$	350,000		$	-	$	-	$	-	$	-	$	-	$	350,000	$	348,732

Total Consolidated Debt	Total Consolidated Debt	3.22%	$	-	$	850,000	$	200,000	$	244,434	$	975,000	$	1,750,000	$	4,019,434	$	4,071,906	Total Consolidated Debt	3.32%	$	850,000		$	-	$	256,864	$	975,000	$	-	$	1,750,000	$	3,831,864	$	3,878,237

In addition to the above, our unconsolidated joint ventures had ~~$1.63~~$1.64 billion of outstanding indebtedness as of ~~September~~June 30, ~~2020,~~2021, of which our share was ~~$606,158,000.~~$611,320,000.

The following table summarizes our share of total indebtedness and the effect to interest expense of a 100 basis point increase in LIBOR.

		As of September 30, 2020								As of December 31, 2019						As of June 30, 2021								As of December 31, 2020
(Amounts in thousands, except per share amount)		Balance		Weighted Average Interest Rate			Effect of 1% Increase in Base Rates			Balance		Weighted Average Interest Rate				Balance		Weighted Average Interest Rate			Effect of 1% Increase in Base Rates			Balance		Weighted Average Interest Rate
Paramount's share of consolidated debt:
Variable rate		$	550,000		1.74	%	$	5,500		$	386,918		3.49	%		$	350,000		1.93	%	$	3,500		$	350,000		1.99	%
Fixed rate			2,678,781		3.36	%		-			2,800,724		3.34	%			2,682,647		3.36	%		-			2,678,781		3.36	%
		$	3,228,781		3.08	%	$	5,500		$	3,187,642		3.36	%		$	3,032,647		3.19	%	$	3,500		$	3,028,781		3.20	%

Paramount's share of debt of non-consolidated
entities (non-recourse):
Variable rate		$	102,429		3.33	%	$	1,024		$	99,748		3.96	%		$	107,623		3.27	%	$	1,076		$	103,880		3.31	%
Fixed rate			503,729		3.30	%		-			503,777		3.30	%			503,697		3.30	%		-			503,767		3.30	%
		$	606,158		3.31	%	$	1,024		$	603,525		3.41	%		$	611,320		3.30	%	$	1,076		$	607,647		3.30	%

Noncontrolling interests' share of above	Noncontrolling interests' share of above						$	(559	)						Noncontrolling interests' share of above						$	(413	)
Total change in annual net income							$	5,965													$	4,163
Per diluted share							$	0.03													$	0.02

~~Our variable rate debt outstanding as~~On March 5, 2021, the Financial Conduct Authority (“FCA”) confirmed it will cease the publication of ~~September~~the one-week and two-month LIBOR rates after December 31, 2021. The remaining LIBOR rates will continue to be published through June 30, ~~2020 is based on LIBOR,~~2023, after which ~~is expected to remain available through the end of 2021, but may be discontinued or otherwise become unavailable thereafter. In the event that LIBOR is discontinued,~~ the interest rate for our variable rate debt and interest rate swaps, including interest rates for our variable rate debt and interest rate swaps of our unconsolidated joint ventures, ~~following such event,~~ will be based on an alternative variable rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. ~~Such~~While we expect LIBOR to be available in substantially its current form until at least the end of June 2023, it is possible that LIBOR may become unavailable prior to that point. The discontinuation of LIBOR and the related transition to an ~~event~~alternative rate would not affect our ability to borrow or maintain already outstanding borrowings or swaps, ~~but the alternative~~however, future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. As of June 30, 2021, all of our variable rate ~~could be higher~~debt outstanding is indexed to LIBOR and ~~more volatile than LIBOR prior~~we will continue to ~~its discontinuance.~~monitor and evaluate the related risks.

We maintain disclosure controls and procedures (as such term is defined in Rules 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 our Chief Executive Officer and Chief 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.

As of ~~September~~June 30, ~~2020,~~2021, the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. Based on the foregoing evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

There were no changes to our internal control over financial reporting in connection with the evaluation referenced above that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we are a party to various claims and routine litigation arising in the ordinary course of business. As of ~~September~~June 30, ~~2020,~~2021, we do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.

~~The following~~Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk ~~factor supplements~~factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors ~~described under “Item~~disclosed in Part I, “Item 1A. Risk ~~Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, and should be read in conjunction with the other risk factors presented in the Annual Report on Form 10-K.~~

~~Risks Related to Our Business and Operations as a result of COVID-19 pandemic~~Factors

In March 2020, the World Health Organization declared COVID-19 a global pandemic. The outbreak of COVID-19 has caused, and continues to cause, severe disruptions in the global economy, and has adversely impacted businesses and financial markets, including that of the United States. Specifically, New York and San Francisco, the markets in which we operate and where a majority of our assets are located, initially reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel, and restriction on the types of business that could operate. These measures have had and continue to have a significant adverse impact on businesses. In June 2020, New York and San Francisco began their “re-opening” process by easing restrictions that were initially imposed and provided for a phased-in approach towards reopening that would enable businesses to operate; however, in mid-July, amidst a rise in COVID-19 cases, San Francisco mandated an “indefinite pause” to their re-opening process. On October 20, 2020, San Francisco announced that they will re-open most non-essential businesses effective October 27, 2020, albeit with certain restrictions. The COVID-19 outbreak has had, and may continue to have, a significant adverse impact on economic and market conditions of economies around the world, including the United States, and more specifically the economies of New York City and San Francisco and could trigger a period of global economic slowdown or global recession.

~~COVID-19 may have the effect of heightening many of the risks described in the “Risk Factors” section~~” of our Annual Report on Form 10-K for the year ended December 31, ~~2019 and our and our tenants’ businesses could be adversely impacted by COVID-19 due to, among other factors:~~

The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of COVID-19. The full extent of the impact and effects of COVID-19 on our future financial performance, as a whole, and, specifically, on our tenants and their businesses, are uncertain at this time. The impact will depend on future developments, including, among other factors, the duration and spread of the outbreak, related travel advisories and restrictions, and the uncertainty with respect to the accessibility of additional liquidity or to the capital markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.2020.

None.During the three months ended September 30, 2020, we issued an aggregate of 13,615 shares of common stock in exchange for 13,615 common units of our Operating Partnership held by certain limited partners. These shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. We relied on this exemption based upon factual representations received from the limited partners who received the shares of common stock.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to ~~an additional~~ $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. ~~From January 1, 2020 through October 28,~~During 2020, we repurchased 13,813,158 common shares at a weighted average price of $8.69 per share, or $120,000,000 in the aggregate. ~~Of the 13,813,158 common~~We did not repurchase any shares ~~repurchased, (i) 10,856,865 shares were repurchased~~ in the three and six months ended ~~March 31, 2020 at a weighted average price of $9.21 per share, or $100,000,000 in the aggregate, (ii) 1,233,190 shares were repurchased in the three months ended September~~June 30, 2020 at a weighted average price of $6.91 per share, or $8,520,000 in the aggregate, and (iii) the remaining 1,723,103 shares were repurchased in October 2020 at a weighted average price of $6.66 per share, or $11,480,000 in the aggregate.2021. We have ~~$80,00,000~~$80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

~~The following table summarizes our purchases of equity securities in the three months ended September 30, 2020.~~

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the following Exhibit Index:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Title of each Class	Trading Symbol	Name of each exchange on which registered
Common stock of Paramount Group, Inc., $0.01 par value per share	PGRE	New York Stock Exchange

Item		Page Number
Part I.	Financial Information

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets (Unaudited) as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	3

	Consolidated Statements of Income (Unaudited) for the three and ~~nine~~ six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4

	Consolidated Statements of Comprehensive Income (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5

	Consolidated Statements of Changes in Equity (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	6

	Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	8

	Notes to Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3028

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6260

Item 4.	Controls and Procedures	6462

Part II.	Other Information

Item 1.	Legal Proceedings	6563

Item 1A.	RiskFactors	6563

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6863

Item 3.	Defaults Upon Senior Securities	6863

Item 4.	Mine Safety Disclosures	6863

Item 5.	Other Information	6863

Item 6.	Exhibits	6964

Signatures		7065


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐


(Amounts in thousands)	For the Three Months		For the Six Months
Income Statement: ⁽¹⁾	Ended June 30, 2020		Ended June 30, 2020
Revenues:
Rental revenue	$	3,515	$	7,078
Other income		31		130
Total revenues		3,546		7,208
Expenses:
Operating		1,399		2,850
Depreciation and amortization		-		690
Total expenses		1,399		3,540
Income from discontinued operations, net	$	2,147	$	3,668


(Amounts in thousands)	For the Six Months
Statement of Cash Flows: ⁽¹⁾	Ended June 30, 2020
Cash provided by operating activities	$	2,292

Additional Cash Flow information:
Depreciation and amortization	$	690

(Amounts in thousands)	As of
Balance Sheets: ⁽¹⁾	September 30, 2020		December 31, 2019
Real estate, net	$	93,837	$	94,251
Deferred rent receivable		3,880		4,206
Deferred charges, net		780		804
Intangible assets, net		5,290		5,575
Assets related to discontinued operations	$	103,787	$	104,836

(Amounts in thousands)	For the Nine Months Ended September 30,
Statements of Cash Flows: ⁽⁴⁾	2020		2019
Cash provided by operating activities	$	3,262	$	9,732
Cash provided by investing activities		-		148,814		⁽⁵⁾

Additional Cash Flow information:
Depreciation and amortization	$	690	$	7,087
Additions to real estate		-		(1,493	)

Three Months Ended September 30, 2020				Total			New York			San Francisco
	Total square feet leased				104,522			52,072			52,450
	Pro rata share of total square feet leased: ⁽¹⁾				54,721			29,419			25,302
		Initial rent ⁽²⁾		$	73.48		$	72.16		$	75.02
		Weighted average lease term (in years)			3.2			1.5			5.2

		Tenant improvements and leasing commissions:
			Per square foot	$	1.52		$	0.44		$	2.77
			Per square foot per annum	$	0.47		$	0.30		$	0.53
			Percentage of initial rent		0.6	%		0.4	%		0.7	%

		Rent concessions:
			Average free rent period (in months)		1.3			0.3			2.4
			Average free rent period per annum (in months)		0.4			0.2			0.5

		Second generation space: ⁽³⁾
		Square feet			54,721			29,419			25,302
		Cash basis:
			Initial rent ⁽²⁾	$	73.48		$	72.16		$	75.02
			Prior escalated rent ⁽⁴⁾	$	70.95		$	73.91		$	67.51
			Percentage increase (decrease)		3.6	%		(2.4	%)		11.1	%
		GAAP basis:
			Straight-line rent	$	73.77		$	70.93		$	77.08
			Prior straight-line rent	$	67.39		$	73.16		$	60.69
			Percentage increase (decrease)		9.5	%		(3.0	%)		27.0	%

Same Store Leased Occupancy		Total			New York			San Francisco
	As of September 30, 2020		95.6	%		95.1	%		96.8	%
	As of June 30, 2020		95.7	%		95.3	%		96.9	%

Same Store Leased Occupancy ⁽¹⁾		Total				New York				San Francisco
	As of June 30, 2021		88.0	%	⁽²⁾		86.5	%	⁽²⁾		92.1	%
	As of March 31, 2021		88.6	%			87.3	%			92.0	%

Nine Months Ended September 30, 2020				Total			New York			San Francisco
	Total square feet leased				611,876			152,834			459,042
	Pro rata share of total square feet leased: ⁽¹⁾				350,687			125,913			224,774
		Initial rent ⁽²⁾		$	89.68		$	76.60		$	97.00
		Weighted average lease term (in years)			4.3			3.9			4.5

		Tenant improvements and leasing commissions:
			Per square foot	$	30.59		$	21.82		$	35.50
			Per square foot per annum	$	7.16		$	5.54		$	7.96
			Percentage of initial rent		8.0	%		7.2	%		8.2	%

		Rent concessions:
			Average free rent period (in months)		2.2			1.7			2.5
			Average free rent period per annum (in months)		0.5			0.4			0.6

		Second generation space: ⁽³⁾
		Square feet			318,577			117,631			200,946
		Cash basis:
			Initial rent ⁽²⁾	$	88.58		$	74.34		$	96.92
			Prior escalated rent ⁽⁴⁾	$	72.06		$	73.93		$	70.97
			Percentage increase		22.9	%		0.6	%		36.6	%
		GAAP basis:
			Straight-line rent	$	88.60		$	72.31		$	98.14
			Prior straight-line rent	$	71.83		$	70.33		$	72.70
			Percentage increase		23.4	%		2.8	%		35.0	%

(Amounts in thousands)
Lower yields on investments	$	(838	)
Increase in the value of investments in our deferred compensation plan (which is entirely offset by an increase in "general and administrative")		590
Other, net		130
Total decrease in income	$	(118	)

(Amounts in thousands)
Decrease in the value of investments in our deferred compensation plan (which is entirely offset by a decrease in "general and administrative")	$	(1,151	)
Other, net (primarily lower yields on short-term investments)		(31	)
Total decrease in income	$	(1,182	)

(Amounts in thousands)
Income from Liberty Place in 2019		(877	)
Gain on sale of Liberty Place (sold in September 2019)		(1,140	)
Higher income from 1899 Pennsylvania Avenue ($2,147 in 2020, compared to $1,023 in 2019)		1,124		⁽¹⁾
Total decrease in income	$	(893	)


(Amounts in thousands)
Lower yields on investments	$	(2,693	)
Decrease in the value of investments in our deferred compensation plan (which is entirely offset by a decrease in "general and administrative")		(2,481	)
Other, net		(171	)
Total decrease in income	$	(5,345	)

(Amounts in thousands)
Income from Liberty Place in 2019	$	(2,829	)
Gain on sale of Liberty Place (sold in September 2019)		(1,140	)
Higher income from 1899 Pennsylvania Avenue ($5,815 in 2020, compared to $3,233 in 2019)		2,582		⁽¹⁾
Total decrease in income	$	(1,387	)

(Amounts in thousands)
Lower income attributable to 300 Mission Street ($2,243 of loss in 2020, compared to income of $1,289 in 2019)	$	(3,532	)	⁽¹⁾
Loss attributable to 1633 Broadway in 2020		(1,454	)	⁽²⁾
Higher income attributable to One Market Plaza ($9,182 in 2020, compared to $6,728 in 2019)		2,454		⁽³⁾
Other, net		(236	)
Total decrease in income attributable to noncontrolling interests	$	(2,768	)

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($6,582 of income in 2021, compared to loss of $3,820 in 2020)	$	10,402	⁽¹⁾
Other, net		835
Total increase in income attributable to noncontrolling interests	$	11,237

	Decrease in Same Store NOI		$	(11,632	)		$	(8,206	)		$	(3,426	)		$	-
	% Decrease			(11.0	%)			(11.7	%)			(9.5	%)

	Increase in Same Store Cash NOI		$	2,645			$	2,271			$	374			$	-
	% Increase			3.0	%			3.8	%			1.3	%

	Decrease in Same Store NOI		$	(19,613	)		$	(16,973	)		$	(2,640	)		$	-
	% Decrease			(9.2	%)			(11.9	%)			(3.7	%)

	Increase (decrease) in Same Store Cash NOI		$	170			$	(2,405	)		$	2,575			$	-
	% Increase (decrease)			0.1	%			(1.9	%)			4.5	%

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Approximate Dollar Value Available for Future Purchase
July 2020		-	$	-		-	$	100,000,000
August 2020		-		-		-		100,000,000
September 2020		1,233,190		6.91		1,233,190		91,480,000

Exhibit Number		Exhibit Description


10.1†		Amended and Restated 2014 Equity Incentive Plan, effective as of May 13, 2021, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on May 17, 2021.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH*		Inline XBRL Taxonomy Extension Schema.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.

104*		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

*		Filed herewith

**		Furnished herewith

†		Indicates management contract or compensatory plan or arrangement

								Paramount Group, Inc.

Date: ~~October 28, 2020~~		July 27, 2021	By:	/s/ Wilbur Paes			Chief Operating Officer, Chief Financial Officer and Treasurer
			Wilbur Paes			(duly authorized officer and principal financial officer)
					~~Wilbur Paes~~
					~~Executive~~
Date:	July 27, 2021	By:	/s/ Ermelinda Berberi			Senior Vice President, Chief ~~Financial~~Accounting Officer ~~and Treasurer~~
			Ermelinda Berberi			(duly authorized officer and principal ~~financial and~~ accounting officer)