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 31, 2018,~~July 15, 2019, there were ~~237,253,335~~234,112,236 shares of the registrant’s common stock outstanding.

(Amounts in thousands, except share, unit and per share amounts)	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
ASSETS
Real estate, at cost
Assets
Real estate, at cost:
Land	$	2,065,206		$	2,209,506		$	2,065,206		$	2,065,206
Buildings and improvements		5,998,805			6,119,969			6,084,684			6,036,445
		8,064,011			8,329,475			8,149,890			8,101,651
Accumulated depreciation and amortization		(598,756	)		(487,945	)		(735,124	)		(644,639	)
Real estate, net		7,465,255			7,841,530			7,414,766			7,457,012
Cash and cash equivalents		538,725			219,381			283,485			339,653
Restricted cash		30,902			31,044			22,894			25,756
Investments in unconsolidated joint ventures		75,255			44,762			137,734			78,863
Investments in unconsolidated real estate funds		9,007			7,253			8,263			10,352
Preferred equity investments, net of allowance of $0 and $19,588		35,983			35,817
Marketable securities		26,668			29,039
Accounts and other receivables, net of allowance of $503 and $277		16,205			17,082
Preferred equity investments								-			36,042
Accounts and other receivables, net of allowance of $593 in 2018								19,695			20,076
Due from affiliates								170,000			-
Deferred rent receivable		254,002			220,826			289,565			267,456
Deferred charges, net of accumulated amortization of $27,311 and $19,412		111,870			98,645
Intangible assets, net of accumulated amortization of $230,985 and $200,857		287,222			352,206
Deferred charges, net of accumulated amortization of $36,476 and $30,129								130,550			117,858
Intangible assets, net of accumulated amortization of $264,007 and $245,444								239,326			270,445
Other assets		90,143			20,076			137,597			132,465
Total assets ⁽¹⁾	$	8,941,237		$	8,917,661		$	8,853,875		$	8,755,978

LIABILITIES AND EQUITY
Notes and mortgages payable, net of deferred financing costs of $35,112 and $41,800	$	3,564,688		$	3,541,300
Liabilities and Equity
Notes and mortgages payable, net of deferred financing costs of $28,567 and $32,883							$	3,571,233		$	3,566,917
Revolving credit facility		-			-			170,000			-
Due to affiliates		27,299			27,299
Accounts payable and accrued expenses		133,995			117,630			124,460			124,334
Dividends and distributions payable		26,596			25,211			25,953			25,902
Intangible liabilities, net of accumulated amortization of $84,271 and $75,073		102,279			130,028
Intangible liabilities, net of accumulated amortization of $94,899 and $89,200								84,531			95,991
Other liabilities		56,968			54,109			64,309			51,170
Total liabilities ⁽¹⁾		3,911,825			3,895,577			4,040,486			3,864,314
Commitments and contingencies
Paramount Group, Inc. equity:
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 240,461,106 and 240,427,022 shares in 2018 and 2017, respectively		2,402			2,403
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 234,123,611 and 233,135,704 shares in 2019 and 2018, respectively								2,341			2,329
Additional paid-in-capital		4,301,329			4,297,948			4,214,193			4,201,756
Earnings less than distributions		(201,868	)		(133,693	)		(260,939	)		(219,906	)
Accumulated other comprehensive income		31,530			10,083
Accumulated other comprehensive (loss) income								(5,525	)		16,621
Paramount Group, Inc. equity		4,133,393			4,176,741			3,950,070			4,000,800
Noncontrolling interests in:
Consolidated joint ventures		399,934			404,997			365,278			394,995
Consolidated real estate fund		66,099			14,549			81,949			66,887
Operating Partnership (25,127,003 and 24,620,279 units outstanding)		429,986			425,797
Operating Partnership (24,780,150 and 25,127,003 units outstanding)								416,092			428,982
Total equity		5,029,412			5,022,084			4,813,389			4,891,664
Total liabilities and equity	$	8,941,237		$	8,917,661		$	8,853,875		$	8,755,978

	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)	2018			2017			2018			2017			2019			2018			2019			2018
REVENUES:
Rental income	$	167,934		$	156,384		$	500,868		$	469,961
Tenant reimbursement income		15,579			14,053			42,989			38,761
Revenues:
Rental revenue													$	181,140		$	182,722		$	363,756		$	360,401
Fee and other income		9,083			9,333			24,429			29,988			7,443			8,697			16,619			15,289
Total revenues		192,596			179,770			568,286			538,710			188,583			191,419			380,375			375,690
EXPENSES:
Expenses:
Operating		69,811			68,264			206,435			197,696			67,572			67,646			135,953			136,624
Depreciation and amortization		64,610			66,515			194,541			198,143			62,625			64,775			125,714			129,931
General and administrative		14,452			14,470			44,278			44,624			17,695			17,195			35,138			29,826
Transaction related costs		450			274			863			1,051			182			293			918			413
Total expenses														148,074			149,909			297,723			296,794
Other income (expense):
(Loss) income from unconsolidated joint ventures														(456	)		2,521			(1,483	)		2,459
Income (loss) from unconsolidated real estate funds														19			(14	)		65			(80	)
Interest and other income, net														2,583			2,094			6,483			4,110
Interest and debt expense														(37,213	)		(36,809	)		(74,137	)		(72,891	)
Real estate impairment loss		-			-			46,000			-			-			(46,000	)		-			(46,000	)
Total expenses		149,323			149,523			492,117			441,514
Operating income		43,273			30,247			76,169			97,196
Income from unconsolidated joint ventures		472			671			2,931			19,143
Loss from unconsolidated real estate funds		(188	)		(3,930	)		(268	)		(6,053	)
Interest and other income (loss), net		2,778			(17,668	)		6,888			(11,982	)
Interest and debt expense		(37,105	)		(35,733	)		(109,996	)		(107,568	)
Loss on early extinguishment of debt		-			-			-			(7,877	)
Gain on sale of real estate		36,845			-			36,845			133,989
Unrealized gain on interest rate swaps		-			-			-			1,802
Net income (loss) before income taxes		46,075			(26,413	)		12,569			118,650			5,442			(36,698	)		13,580			(33,506	)
Income tax (expense) benefit		(1,814	)		1,010			(2,171	)		(4,242	)		(268	)		120			(1,406	)		(357	)
Net income (loss)		44,261			(25,403	)		10,398			114,408			5,174			(36,578	)		12,174			(33,863	)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(2,713	)		14,217			(5,520	)		11,029			(2,408	)		(1,752	)		(5,202	)		(2,807	)
Consolidated real estate fund		(86	)		(114	)		(668	)		(20,195	)		(53	)		(152	)		(147	)		(582	)
Operating Partnership		(3,931	)		1,086			(381	)		(12,068	)		(258	)		3,666			(661	)		3,550
Net income (loss) attributable to common stockholders	$	37,531		$	(10,214	)	$	3,829		$	93,174		$	2,455		$	(34,816	)	$	6,164		$	(33,702	)


INCOME (LOSS) PER COMMON SHARE - BASIC:
Income (loss) per Common Share - Basic:
Income (loss) per common share	$	0.16		$	(0.04	)	$	0.02		$	0.40		$	0.01		$	(0.14	)	$	0.03		$	(0.14	)
Weighted average shares outstanding		240,447,921			239,445,810			240,365,882			235,151,398			234,329,904			240,336,485			233,877,117			240,324,183

INCOME (LOSS) PER COMMON SHARE - DILUTED:
Income (loss) per Common Share - Diluted:
Income (loss) per common share	$	0.16		$	(0.04	)	$	0.02		$	0.40		$	0.01		$	(0.14	)	$	0.03		$	(0.14	)
Weighted average shares outstanding		240,489,138			239,445,810			240,391,184			235,177,683			234,355,864			240,336,485			233,908,236			240,324,183

Common Shares

Noncontrolling Interests in

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

Shares

Amount

Additional
Paid-in-Capital

Earnings Less than Distributions

Accumulated Other Comprehensive Income (Loss)

Consolidated Joint
Ventures

Consolidated Real Estate Fund

Operating
Partnership

Total
Equity

Balance as of December 31, 2016

230,015

$
2,300

$
4,116,987

$
(129,654
)

$
372

$
253,788

$
64,793

$
577,361

$
4,885,947

Net income (loss)

-

-

-

93,174

-

(11,029
)

20,195

12,068

114,408

Common shares issued upon redemption of
   common units

10,001

100

166,424

-

-

-

-

(166,524
)

-

Common shares issued under Omnibus
   share plan, net of shares withheld for taxes

58

-

-

(154
)

-

-

-

-

(154
)
Dividends and distributions ($0.285 per share
   and unit)

-

-

-

(67,425
)

-

-

-

(8,204
)

(75,629
)
Contributions from noncontrolling interests

-

-

-

-

-

96,472

4,305

-

100,777

Distributions to noncontrolling interests

-

-

-

-

-

(41,203
)

(74,346
)

-

(115,549
)
Consolidation of 50 Beale Street

-

-

-

-

-

110,007

-

-

110,007

Change in value of interest rate swaps

-

-

-

-

600

-

-

129

729

Pro rata share of other comprehensive income
   (loss) of unconsolidated joint ventures

-

-

-

-

42

-

-

(3
)

39

Amortization of equity awards

-

-

2,244

-

-

-

-

10,882

13,126

Other

-

-

610

-

-

-

-

7,845

8,455

Balance as of September 30, 2017

240,074

$
2,400

$
4,286,265

$
(104,059
)

$
1,014

$
408,035

$
14,947

$
433,554

$
5,042,156

Balance as of December 31, 2017

240,427

$
2,403

$
4,297,948

$
(133,693
)

$
10,083

$
404,997

$
14,549

$
425,797

$
5,022,084

Basis adjustment upon adoption of ASU 2017-05

-

-

-

529

-

-

6,557

-

7,086

Balance as of January 1, 2018

240,427

2,403

4,297,948

(133,164
)

10,083

404,997

21,106

425,797

5,029,170

Net income

-

-

-

3,829

-

5,520

668

381

10,398

Common shares issued upon redemption of
   common units

203

2

3,459

-

-

-

-

(3,461
)

-

Common shares issued under Omnibus
   share plan, net of shares withheld for taxes

68

-

-

(213
)

-

-

-

-

(213
)
Repurchases of common shares

(237
)

(3
)

(3,566
)

-

-

-

-

-

(3,569
)
Dividends and distributions ($0.30 per share
   and unit)

-

-

-

(72,149
)

-

-

-

(7,694
)

(79,843
)
Contributions from noncontrolling interests

-

-

-

-

-

-

44,381

-

44,381

Distributions to noncontrolling interests

-

-

-

-

-

(10,583
)

-

-

(10,583
)
Change in value of interest rate swaps

-

-

-

-

21,492

-

-

2,246

23,738

Pro rata share of other comprehensive loss
   of unconsolidated joint ventures

-

-

-

-

(44
)

-

(56
)

(5
)

(105
)
Amortization of equity awards

-

-

2,206

-

-

-

-

14,003

16,209

Other

-

-

1,282

(171
)

(1
)

-

-

(1,281
)

(171
)
Balance as of September 30, 2018

240,461

$
2,402

$
4,301,329

$
(201,868
)

$
31,530

$
399,934

$
66,099

$
429,986

$
5,029,412

For the Nine Months Ended September 30,

(Amounts in thousands)
2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income
$
10,398

$
114,408

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation and amortization

194,541

198,143

Real estate impairment loss

46,000

-

Straight-lining of rental income

(45,671
)

(43,529
)
Gain on sale of real estate

(36,845
)

(133,989
)
Amortization of stock-based compensation expense

15,245

11,692

Amortization of above and below-market leases, net

(12,611
)

(14,164
)
Amortization of deferred financing costs

8,267

8,367

Income from unconsolidated joint ventures

(2,931
)

(19,143
)
Distributions of earnings from unconsolidated joint ventures

4,910

3,380

Realized and unrealized gains on marketable securities

(802
)

(3,198
)
Loss from unconsolidated real estate funds

268

6,053

Distributions of earnings from unconsolidated real estate funds

232

275

Valuation allowance on preferred equity investment

-

19,588

Loss on early extinguishment of debt

-

7,877

Unrealized gain on interest rate swaps

-

(1,802
)
Other non-cash adjustments

308

(1,104
)
Changes in operating assets and liabilities:

Accounts and other receivables

877

2,260

Deferred charges

(20,637
)

(25,429
)
Other assets

(31,148
)

(18,094
)
Accounts payable and accrued expenses

700

(10,710
)
Other liabilities

3,067

1,190

Net cash provided by operating activities

134,168

102,071

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of real estate

349,013

540,333

Additions to real estate

(85,621
)

(59,255
)
Investments in unconsolidated joint ventures

(25,491
)

(28,886
)
Sales of marketable securities

16,352

25,855

Purchases of marketable securities

(13,192
)

(28,133
)
Escrow deposits and loans receivable for Residential Development Fund

(15,680
)

-

Contributions of capital to unconsolidated real estate funds

(2,254
)

(790
)
Distributions of capital from unconsolidated joint ventures

-

20,000

Acquisitions of real estate

-

(161,184
)
Distributions of capital from unconsolidated real estate funds

-

13,849

Net cash provided by investing activities

223,127

321,789

For the Nine Months Ended September 30,

(Amounts in thousands)
2018

2017

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid to common stockholders
$
(70,944
)

$
(66,469
)
Contributions from noncontrolling interests

44,381

100,777

Proceeds from notes and mortgages payable

16,700

991,556

Distributions to noncontrolling interests

(10,583
)

(115,549
)
Distributions paid to common unitholders

(7,514
)

(9,100
)
Debt issuance costs

(6,351
)

(7,344
)
Repurchases of common shares

(3,569
)

-

Repurchase of shares related to stock compensation agreements
and related tax withholdings

(213
)

(154
)
Repayments of notes and mortgages payable

-

(1,044,821
)
Repayment of borrowings under revolving credit facility

-

(290,000
)
Borrowings under revolving credit facility

-

60,000

Transfer tax refund in connection with the acquisition of noncontrolling interests

-

9,555

Settlement of interest rate swap liabilities

-

(19,425
)
Loss on early extinguishment of debt

-

(7,877
)
Net cash used in financing activities

(38,093
)

(398,851
)

Net increase in cash and cash equivalents and restricted cash

319,202

25,009

Cash and cash equivalents and restricted cash at beginning of period

250,425

192,339

Cash and cash equivalents and restricted cash at end of period
$
569,627

$
217,348

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents at beginning of period
$
219,381

$
162,965

Restricted cash at beginning of period

31,044

29,374

Cash and cash equivalents and restricted cash at beginning of period
$
250,425

$
192,339

Cash and cash equivalents at end of period
$
538,725

$
185,028

Restricted cash at end of period

30,902

32,320

Cash and cash equivalents and restricted cash at end of period
$
569,627

$
217,348

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash payments for interest
$
101,989

$
106,731

Cash payments for income taxes, net of refunds

1,541

5,042

NON-CASH TRANSACTIONS:

Dividends and distributions declared but not yet paid
$
26,596

$
25,211

Additions to real estate included in accounts payable and accrued expenses

32,790

10,986

Basis adjustment to investment in unconsolidated joint ventures upon
adoption of ASU 2017-05

7,086

-

Write-off of fully amortized and/or depreciated assets

3,141

5,958

Common shares issued upon redemption of common units

3,461

166,524

Change in value of interest rate swaps

(23,738
)

(729
)
Consolidation of real estate

-

102,512

Assumption of notes and mortgages payable

-

228,000

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Amounts in thousands)	2019			2018			2019			2018
Net income (loss)	$	5,174		$	(36,578	)	$	12,174		$	(33,863	)
Other comprehensive (loss) income:
Change in value of interest rate swaps		(15,345	)		5,795			(24,371	)		20,346
Pro rata share of other comprehensive (loss) income of unconsolidated joint ventures		(76	)		103			(184	)		157
Comprehensive loss		(10,247	)		(30,680	)		(12,381	)		(13,360	)
Less comprehensive (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(2,408	)		(1,752	)		(5,202	)		(2,807	)
Consolidated real estate fund		(48	)		(152	)		(99	)		(582	)
Operating Partnership		1,209			3,103			1,697			1,611
Comprehensive loss attributable to common stockholders	$	(11,494	)	$	(29,481	)	$	(15,985	)	$	(15,138	)

													Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	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
Balance as of March 31, 2019		234,478		$	2,345		$	4,218,060		$	(239,949	)	$	8,421		$	367,012		$	81,434		$	417,313		$	4,854,636
Net income		-			-			-			2,455			-			2,408			53			258			5,174
Common shares issued upon redemption of common units		118			1			2,007			-			-			-			-			(2,008	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		2			-			-			(6	)		-			-			-			-			(6	)
Repurchases of common shares		(474	)		(5	)		(6,483	)		-			-			-			-			-			(6,488	)
Dividends and distributions ($0.10 per share and unit)		-			-			-			(23,439	)		-			-			-			(2,514	)		(25,953	)
Contributions from noncontrolling interests		-			-			-			-			-			-			470			-			470
Distributions to noncontrolling interests		-			-			-			-			-			(4,142	)		-			-			(4,142	)
Change in value of interest rate swaps		-			-			-			-			(13,884	)		-			-			(1,461	)		(15,345	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		-			-			-			-			(62	)		-			(8	)		(6	)		(76	)
Amortization of equity awards		-			-			643			-			-			-			-			4,476			5,119
Other		-			-			(34	)		-			-			-			-			34			-
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

Balance as of March 31, 2018		240,506		$	2,403		$	4,293,209		$	(156,485	)	$	23,312		$	404,137		$	51,456		$	436,038		$	5,054,070
Net (loss) income		-			-			-			(34,816	)		-			1,752			152			(3,666	)		(36,578	)
Common shares issued upon redemption of common units		20			-			346			-			-			-			-			(346	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		3			-			-			-			-			-			-			-			-
Dividends and distributions ($0.10 per share and unit)		-			-			-			(24,052	)		-			-			-			(2,568	)		(26,620	)
Contributions from noncontrolling interests		-			-			-			-			-			-			6,208			-			6,208
Distributions to noncontrolling interests		-			-			-			-			-			(2,203	)		-			-			(2,203	)
Change in value of interest rate swaps		-			-			-			-			5,243			-			-			552			5,795
Pro rata share of other comprehensive income of unconsolidated joint ventures		-			-			-			-			92			-			-			11			103
Amortization of equity awards		-			-			632			-			-			-			-			4,342			4,974
Other		-			-			3,636			-			-			-			-			(3,637	)		(1	)
Balance as of June 30, 2018		240,529		$	2,403		$	4,297,823		$	(215,353	)	$	28,647		$	403,686		$	57,816		$	430,726		$	5,005,748

													Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	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
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		-			-			-			6,164			-			5,202			147				661			12,174
Common shares issued upon redemption of common units		1,406			14			23,976			-			-			-			-				(23,990	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		56			3			-			(310	)		-			-			-				-			(307	)
Repurchases of common shares		(474	)		(5	)		(6,483	)		-			-			-			-				-			(6,488	)
Dividends and distributions ($0.20 per share and unit)		-			-			-			(46,887	)		-			-			-				(5,015	)		(51,902	)
Contributions from noncontrolling interests		-			-			-			-			-			-			14,966				-			14,966
Distributions to noncontrolling interests		-			-			-			-			-			(34,919	)		-				-			(34,919	)
Change in value of interest rate swaps		-			-			-			-			(22,026	)		-			-				(2,345	)		(24,371	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		-			-			-			-			(120	)		-			(51	)			(13	)		(184	)
Amortization of equity awards		-			-			1,340			-			-			-			-				11,416			12,756
Other		-			-			(6,396	)		-			-			-			-				6,396			-
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

Balance as of December 31, 2017		240,427		$	2,403		$	4,297,948		$	(133,693	)	$	10,083		$	404,997		$	14,549			$	425,797		$	5,022,084
Basis adjustment upon adoption of ASU 2017-05		-			-			-			529			-			-			6,557				-			7,086
Balance as of January 1, 2018		240,427			2,403			4,297,948			(133,164	)		10,083			404,997			21,106				425,797			5,029,170
Net (loss) income		-			-			-			(33,702	)		-			2,807			582				(3,550	)		(33,863	)
Common shares issued upon redemption of common units		27			-			469			-			-			-			-				(469	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		75			-			-			(213	)		-			-			-				-			(213	)
Dividends and distributions ($0.20 per share and unit)		-			-			-			(48,103	)		-			-			-		��		(5,144	)		(53,247	)
Contributions from noncontrolling interests		-			-			-			-			-			-			36,128				-			36,128
Distributions to noncontrolling interests		-			-			-			-			-			(4,118	)		-				-			(4,118	)
Change in value of interest rate swaps		-			-			-			-			18,422			-			-				1,924			20,346
Pro rata share of other comprehensive income of unconsolidated joint ventures		-			-			-			-			142			-			-				15			157
Amortization of equity awards		-			-			1,470			-			-			-			-				10,088			11,558
Other		-			-			(2,064	)		(171	)		-			-			-				2,065			(170	)
Balance as of June 30, 2018		240,529		$	2,403		$	4,297,823		$	(215,353	)	$	28,647		$	403,686		$	57,816			$	430,726		$	5,005,748

	For the Six Months Ended June 30,
(Amounts in thousands)	2019			2018
Cash Flows from Operating Activities:
Net income (loss)	$	12,174		$	(33,863	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		125,714			129,931
Straight-lining of rental revenue		(22,110	)		(29,983	)
Amortization of stock-based compensation expense		12,685			10,915
Amortization of above and below-market leases, net		(6,003	)		(8,724	)
Amortization of deferred financing costs		5,626			5,515
Receipt of accrued interest on preferred equity investment		2,339			-
Realized and unrealized (gains) losses on marketable securities		(2,474	)		1
Distributions of earnings from unconsolidated joint ventures		1,980			1,170
Loss (income) from unconsolidated joint ventures		1,483			(2,459	)
Distributions of earnings from unconsolidated real estate funds		1,137			135
(Income) loss from unconsolidated real estate funds		(65	)		80
Real estate impairment loss		-			46,000
Other non-cash adjustments		(339	)		40
Changes in operating assets and liabilities:
Accounts and other receivables		381			1,533
Deferred charges		(8,466	)		(13,734	)
Other assets		(6,294	)		(1,910	)
Accounts payable and accrued expenses		(12,293	)		1,297
Other liabilities		1,338			567
Net cash provided by operating activities		106,813			106,511

Cash Flows from Investing Activities:
Due from affiliates		(181,000	)		-
Repayment of amounts due from affiliates		11,000			-
Investments in and contributions of capital to unconsolidated joint ventures		(52,525	)		(17,137	)
Additions to real estate		(50,766	)		(51,610	)
Redemption of preferred equity investment		33,750			-
Real estate acquisition deposits		(20,000	)		-
Sales of marketable securities		10,407			15,253
Purchases of marketable securities		(8,867	)		(12,140	)
Distributions of capital from unconsolidated real estate funds		1,260			-
Contributions of capital to unconsolidated real estate funds		(243	)		(2,254	)
Escrow deposits and loans receivable for Residential Development Fund		-			(15,680	)
Distributions of capital from unconsolidated joint ventures		-			2,608
Net cash used in investing activities		(256,984	)		(80,960	)

	For the Six Months Ended June 30,
(Amounts in thousands)	2019			2018
Cash Flows from Financing Activities:
Borrowings under revolving credit facility	$	170,000		$	-
Dividends paid to common stockholders		(46,804	)		(46,892	)
Distributions paid to common unitholders		(5,047	)		(4,945	)
Distributions to noncontrolling interests		(34,919	)		(4,118	)
Contributions from noncontrolling interests		14,966			36,128
Repurchases of common shares		(6,488	)		-
Repurchase of shares related to stock compensation agreements and related tax withholdings		(307	)		(213	)
Debt issuance costs		(260	)		(6,351	)
Proceeds from notes and mortgages payable		-			16,700
Net cash provided by (used in) financing activities		91,141			(9,691	)

Net (decrease) increase in cash and cash equivalents and restricted cash		(59,030	)		15,860
Cash and cash equivalents and restricted cash at beginning of period		365,409			250,425
Cash and cash equivalents and restricted cash at end of period	$	306,379		$	266,285


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	339,653		$	219,381
Restricted cash at beginning of period		25,756			31,044
Cash and cash equivalents and restricted cash at beginning of period	$	365,409		$	250,425

Cash and cash equivalents at end of period	$	283,485		$	233,530
Restricted cash at end of period		22,894			32,755
Cash and cash equivalents and restricted cash at end of period	$	306,379		$	266,285

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	69,401		$	67,367
Cash payments for income taxes, net of refunds		2,053			1,699

Non-Cash Transactions:
Dividends and distributions declared but not yet paid	$	25,953		$	26,621
Change in value of interest rate swaps		24,371			20,346
Common shares issued upon redemption of common units		23,990			469
Additions to real estate included in accounts payable and accrued expenses		18,370			10,400
Write-off of fully amortized and/or depreciated assets		3,387			2,947
Basis adjustment to investment in unconsolidated joint ventures upon adoption of ASU 2017-05		-			7,086

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, San Francisco and Washington, D.C. ~~and San Francisco.~~ As of ~~September~~June 30, ~~2018,~~2019, our portfolio consisted of 1213 Class A office properties aggregating approximately ~~11.9~~12.2 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 ~~90.5%~~90.4% of, the Operating Partnership as of ~~September~~June 30, ~~2018.~~2019.

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, ~~2017~~2018 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, ~~2017,~~2018, 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, ~~2017.~~2018.

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, ~~2018,~~2019, 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.

Recently Issued Accounting Pronouncements Not Materially Impacting Our Financial Statements

In ~~May 2014, the Financial Accounting Standard’s Board (“FASB”) issued ASU 2014-09, an update to ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~. ASU 2014-09, as amended, supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments made in applying the guidance. This guidance is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years, and can be applied using a full retrospective or modified retrospective approach. We adopted the provisions of ASU 2014-09 on January 1, 2018, using the modified retrospective approach. The adoption of ASU 2014-09 did not impact our consolidated financial results but resulted in additional disclosures on our consolidated financial statements. See Note 16, ~~Revenues~~.

In June 2016, the FASB issued ASU 2016-13, an update to 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 for fiscal years beginning after December 15, 2018.~~permitted. We ~~are evaluating the impact of ASU 2016-13 but~~ do not believe the adoption of ASU 2016-13 will have a material ~~impact on our consolidated financial statements.~~

~~In May 2017, the FASB issued ASU 2017-09, an update to ASC Topic 718,~~ ~~Compensation – Stock Compensation~~. ASU 2017- 09 clarifies the types of changes to the terms and conditions of a share-based payment award that requires modification accounting. ASU 2017-09 does not change the accounting for modification of share-based awards, but clarifies that modification accounting should only be applied if there is a change to the value, vesting condition or award classification and would not be required if the changes are considered non-substantive. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years that begin after December 31, 2017, with early adoption permitted. We adopted the provisions of ASU 2017-09 on January 1, 2018 and the adoption of ASU 2017-09 did not have an impact on our consolidated financial statements.

~~In August 2017, the FASB issued ASU 2017-12, an update to ASC Topic 815,~~ ~~Derivatives and Hedging.~~ ASU 2017-12 improves transparency and understandability of information by better aligning the financial reporting for hedging relationships with the risk management activities. ASU 2017-12 also simplifies the application of hedge accounting through changes in both the designation and measurement of qualifying hedging relationships. ASU 2017-12 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2018, with early adoption permitted. We are evaluating the impact of ASU 2017-12 but do not believe the adoption will 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 are evaluating the impact of ASU 2018-13 but do not believe the adoption will have an impact on our consolidated financial statements.

In December 2018, the FASB issued ASU 2018-20, an update to ASC Topic 842, Leases. ASU 2018-20 allows lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease transaction and collected by the lessor from the lessee are the primary obligation of the lessor. A lessor that makes this election must exclude from the consideration in the contract and from variable payments not included in the consideration in the contract all taxes within the scope of the election and make additional disclosures. ASU 2018-20 requires a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf from variable payments, but lessor costs that are paid by the lessor and reimbursed by the lessee are required to be included in variable payments. The effective date of ASU 2018-20 is required to coincide with the effective date of ASU 2016-02.We adopted the provisions of ASU 2018-20 on January 1, 2019 in conjunction with the adoption of ASU 2016-02. This adoption did not have an impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Impacting or Potentially Impacting Our Financial Statements

In February 2016, the FASB issued ASU 2016-02, an update to ASC Topic 842, Leases. ASU 2016-02 amends the existing guidance for lease accounting by requiring lessees to, among other things, (i) recognize most leases on their balance sheets, (ii) classify leases as either financing or operating, and (iii) record a right-of-use asset and a lease liability for all leases with a term greater than 12 months. ASU 2016-02 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2018, with early adoption permitted. We ~~plan to adopt~~adopted the provisions of ASU 2016-02 on January 1, 2019, using the alternative modified retrospective method, ~~and~~also known as the transition relief method, permitted under ASU 2018-11 which allows companies to not recast comparative periods in the period of adoption. Accordingly, we ~~will record~~have applied the provisions of the standard on January 1, 2019, the date of adoption. Upon adoption of this ASU, we recorded a $4,184,000 right-of-use asset and a lease liability ~~upon such adoption~~ for ~~a select few~~ leases in which we are a ~~lessee. However, we do not believe that any asset~~lessee, which are included as components of “other assets” and ~~liability recorded in connection with such adoption will have a material impact to~~“other liabilities”, respectively, on our ~~financial statements.~~consolidated balance sheet.

While accounting for lessors under ASU 2016-02 is substantially similar to existing lease accounting guidance, lessors are required to separate payments received pursuant to a lease between lease components ~~(rental income)~~(payments received towards the leased space) and non-lease components ~~(revenue related to various services we provide)~~(payments received towards common area maintenance activities). In July 2018, the FASB issued ASU 2018-11, which provided lessors with a practical expedient to not separate lease and non-lease components, if certain criteria are met. ~~We believe we meet such criteria and upon~~Upon the adoption of ASU 2016-02, we ~~plan to elect~~elected this practical ~~expedient.~~expedient and accordingly, have combined lease and non-lease components into rental revenue on our consolidated statements of income. We account for both components under ASC Topic 842. ASU 2016-02 also requires companies to account for the impairment of receivables arising from operating leases (previously recorded as bad debt expense, a component of “operating expenses”), as a reduction to “rental income”. Accordingly, beginning on January 1, 2019, impairment of receivables arising from operating leases have been recorded as a reduction of rental income and are no longer reflected as bad debt expense.

Furthermore, ASU 2016-02 also updates the definition of initial direct costs for both lessees and lessors to include only incremental costs of a lease that would not have been incurred if the lease had not been obtained. AsThis ASU also provides a ~~result, upon~~package of practical expedients which permits companies not to reassess under ASC Topic 842, its prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption of ASU 2016-02, onwe elected this practical expedient and accordingly, effective January 1, 2019, we ~~will~~ no longer ~~be able to~~ capitalize internal leasing costs and will have to expense them instead. We had capitalized internal leasing costs of $1,169,000 and $1,491,000 for the three months ended September 30, 2018 and 2017, respectively, and $4,276,000 and $4,488,000, for the nine months ended September 30, 2018 and 2017, respectively.costs.

In ~~November 2016,~~October 2018, the FASB issued ASU ~~2016-18,~~2018-17, an update to ASC Topic ~~230,~~ ~~Statement~~810, Consolidations. ASU 2018-17 requires reporting entities to consider indirect interests held by related parties under common control on a proportional basis rather than as the equivalent of ~~Cash Flows, to provide guidance on classification and presentation of changes~~a direct interest in ~~restricted cash on the statement of cash flows.~~its entirety in determining whether a decision-making fee is a variable interest. ASU 2016-18 requires that an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include restricted cash with cash and cash equivalents. ASU 2016-182018-17 is effective for interim and annual reporting periods in fiscal years that begin after December 15, ~~2017,~~2019, with early adoption permitted. We ~~elected to early adopt~~are evaluating the impact of ASU ~~2016-18 retrospectively, on December 31, 2017. This adoption resulted in (i) additional disclosures to reconcile cash and cash equivalents and restricted cash~~2018-17 on our consolidated balance sheets to our consolidated statements of cash flows and (ii) a decrease to cash provided by operating activities of $3,000,000 and an increase in cash provided by investing activities of $5,946,000 for the nine months ended September 30, 2017.

~~In February 2017, the FASB issued ASU 2017-05, an update to ASC Topic 610,~~ ~~Other Income~~. ASU 2017-05 clarifies the scope and accounting for derecognition of a nonfinancial asset and eliminates the guidance in ASC 360-20 specific to real estate sales and partial sales. ASU 2017-05 requires an entity that transfers control of a nonfinancial asset to measure any noncontrolling interest it retains (or receives) at fair value. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, with early adoption permitted for entities concurrently early adopting ASU 2014-09. We adopted the provisions of ASU 2017-05 on January 1, 2018, using the modified retrospective approach. Upon adoption, we recorded a $7,086,000 adjustment to “investments in unconsolidated joint ventures” relating to the measurement of our consolidated Residential Development Fund’s (“RDF”) retained interest in One Steuart Lane (formerly 75 Howard Street) at fair value with an offset to equity. See Note 5, ~~Investments in Unconsolidated Joint Ventures~~.

On August 9, 2018, we completed the sale of 2099 Pennsylvania Avenue, a 208,776 square foot, Class A office building in Washington, D.C. for $219,900,000 and recognized a gain of $35,836,000, which is included as a component of “gain on sale of real estate” on our consolidated statements of income for the three and nine months ended September 30, 2018.

On ~~September 27, 2018,~~June 23, 2019, we ~~completed the sale of 425 Eye~~entered into an agreement to acquire 55 Second Street, a ~~372,552~~387,000 square foot ~~Class A~~ office building located in ~~Washington, D.C.~~San Francisco, California, for ~~$157,000,000 and recognized~~$407,800,000. In connection therewith, we made a ~~gain of $1,009,000,~~$20,000,000 deposit, which is included ~~as a component of “gain on sale of real estate”~~in “other assets” on our consolidated ~~statements of income for the three and nine months ended September 30, 2018.~~

~~On May 3, 2017, we completed the sale of Waterview, a 636,768 square foot, Class A office building in Rosslyn, Virginia for $460,000,000 and recognized a gain of $110,583,000,~~balance sheet. The transaction, which is ~~included as~~subject to customary closing conditions, is expected to close by the end of the third quarter of 2019 and we intend to bring in a ~~component of “gain on sale of real estate” on our consolidated statement of income for the nine months ended September 30, 2017.~~

~~On July 17, 2017, we and a new~~ joint venture ~~in which we have a 36.6% interest, acquired, through a series of transactions, a 62.2% interest in 50 Beale Street, a 660,625 square foot, Class A office building in San Francisco. Subsequent~~partner prior to the acquisition, we own a direct 13.2% interest in the property and the new joint venture owns the remaining 49.0% interest. Accordingly, our economic interest in the property is 31.1%. The acquisition valued the property at $517,500,000 and included the assumption of $228,000,000 of existing debt.closing.

~~Prior~~On February 7, 2019, we completed the acquisition of 111 Sutter Street, a 293,000 square foot office building in San Francisco, California. Simultaneously with closing, we brought in a joint venture partner to acquire 51.0% of the equity interest. We have retained the remaining 49.0% equity interest and manage and lease the asset. The purchase price was $227,000,000. In connection with the acquisition, the joint venture completed a $138,200,000 financing of the property. The four-year loan is interest only at LIBOR plus 215 basis points and has three one-year extension options. We began accounting for our investment in 111 Sutter Street, under the equity method, from the date of the acquisition.

On March ~~14, 2018, RDF,~~29, 2019, our consolidated Residential Development Fund (“RDF”) acquired an additional 5.0% economic interest in ~~which we have a 7.4% interest, owned 20.0% of~~ One Steuart Lane ~~(the “Property”). On March 14, 2018, RDF transferred~~from one of its ~~20.0% interest to a new~~ joint venture ~~in which it owns a 75.0% interest. Separately on March 14, 2018, RDF acquired an additional 10.0% interest in the Property from its existing partner.~~partners for $9,339,000. Subsequent to ~~these transactions~~this transaction, RDF owns a ~~25.0%~~30.0% economic interest in the ~~Property, comprised of~~property and the ~~newly acquired 10.0%~~remaining 70.0% interest ~~and an indirect 15.0% interest it owns through the joint venture. As a result of these transactions, RDF was required to consolidate its 75.0% interest in~~is owned by the joint venture ~~that owns 20.0% of the Property, and reflect the 25.0%~~partners. We own a 7.4% interest in ~~this venture (5.0% economic interest in the Property) it does not own as noncontrolling interests. We~~RDF and continue to consolidate ~~our 7.4% interest in~~ RDF and reflect the 92.6% interest we do not own, as noncontrolling interests. As of ~~September~~June 30, ~~2018,~~2019, our economic interest in ~~the Property~~One Steuart Lane (based on our ownership of RDF) was ~~1.85%~~2.2%.

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.

The following tables provide the combined summarized financial information of ~~712 Fifth Avenue~~our unconsolidated joint ventures as of the dates and for the periods set forth below.


(Amounts in thousands)	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,
Income Statements:	2018			2017			2018			2017			2019			2018			2019			2018
Rental income	$	12,229		$	12,626		$	36,887		$	38,284
Tenant reimbursement income		1,227			1,338			3,817			3,855
Revenues:
Rental revenue													$	36,455		$	35,206		$	74,679		$	71,041
Fee and other income		125			507			742			1,101			393			167			491			303
Total revenues		13,581			14,471			41,446			43,240			36,848			35,373			75,170			71,344
Expenses:
Operating expenses		6,250			6,197			18,560			18,265			15,274			13,078			29,677			26,605
Depreciation and amortization		2,864			3,067			8,788			9,062			15,082			12,032			29,207			24,193
Total expenses		9,114			9,264			27,348			27,327			30,356			25,110			58,884			50,798
Operating income		4,467			5,207			14,098			15,913
Other income (expense):
Interest and other income, net		146			68			416			140			201			198			299			368
Interest and debt expense		(2,701	)		(2,700	)		(8,020	)		(8,651	)		(12,323	)		(9,733	)		(23,850	)		(18,912	)
Unrealized gain on interest rate swaps		-			-			-			1,896
Net income	$	1,912		$	2,575		$	6,494		$	9,298
Net (loss) income before income taxes														(5,630	)		728			(7,265	)		2,002
Income tax expense														-			-			(8	)		(10	)
Net (loss) income													$	(5,630	)	$	728		$	(7,273	)	$	1,992

We are the general partner and investment manager of Paramount Group Real Estate Fund VII, LP (“Fund VII”) and its parallel fund, Paramount Group Real Estate Fund VII-H, LP (“Fund VII-H”)~~. As of September 30, 2018,~~, our Property Funds. On January 25, 2019, Fund VII and Fund VII-H ~~own 100%~~sold their only remaining asset, 0 Bond Street, a 64,532 square foot creative office building in the NoHo submarket of ~~Zero Bond Street.~~ Manhattan, for $130,500,000.

We also manage Paramount Group Real Estate Fund VIII, LP (“Fund VIII”) and Paramount Group Real Estate Fund X, LP (“Fund X”), our Alternative Investment ~~Fund,~~Funds, which ~~invests~~invest in mortgage and mezzanine loans and preferred equity investments. As of June 30, 2019, Fund VIII has invested $633,250,000 of the $775,200,000 of capital committed and Fund X, which completed its initial closing in December 2018 with $172,000,000 of capital commitments, has invested $170,000,000. As of June 30, 2019, our ownership interest in Fund VIII and Fund X was approximately 1.3% and 8.7%, respectively.

~~The following tables summarize~~At June 30, 2019 and December 31, 2018, our investments in ~~these~~the above mentioned unconsolidated real estate funds asaggregated $8,263,000 and $10,352,000, respectively and we recognized income of $19,000 and $65,000 in the ~~dates thereof~~three and six months ended June 30, 2019, respectively, and losses of $14,000 and $80,000, in the ~~income or loss recognized for the periods set forth below.~~three and six months ended June 30, 2018, respectively.

~~The following tables provide summarized financial information for Fund VII as of the dates and for the periods set forth below.~~

We own a 24.4% interest in PGRESS Equity Holdings ~~L.P.~~LP (“PGRESS”), an entity that ~~owns certain~~owned a preferred equity ~~investments~~investment in a partnership that ~~are consolidated into our consolidated financial statements.~~

owned 470 Vanderbilt, a 686,000 square foot office building in Brooklyn, New York. The ~~following is~~preferred equity had a ~~summary~~dividend rate of 10.3%, of which 8.0% was paid in cash through February 2016 and the unpaid portion accreted to the balance of the investment. Subsequent to February 2016, the entire 10.3% dividend was paid in cash. On March 1, 2019, the partnership that owned 470 Vanderbilt redeemed the preferred equity ~~investments.~~

~~(UNAUDITED)~~investment for $36,089,000 consisting of the investment balance and accrued interest.

The following ~~table summarizes~~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 and for the periods set forth below.

The following table ~~below~~ 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, ~~2019.~~2020.

On January 10, 2018, we amended and restated the credit agreement governing our revolving credit facility. The maturity date of the revolving credit facility was extended from November 2018 to January 2022, with two six-month extension options, and the capacity was increased to $1,000,000,000 from $800,000,000. The interest rate on the revolving credit facility, at current leverage levels, was lowered by 10 basis points from LIBOR plus 125 basis points to LIBOR plus 115 basis points, and the facility fee was reduced by 5 basis points from 25 basis points to 20 basis points.


																Interest Rate
	Maturity	Fixed/	Interest Rate as of			As of								Maturity	Fixed/	as of			As of
(Amounts in thousands)	Date	Variable Rate	September 30, 2018			September 30, 2018				December 31, 2017				Date	Variable Rate	June 30, 2019			June 30, 2019				December 31, 2018
Notes and mortgages payable:	Notes and mortgages payable:													Notes and mortgages payable:
1633 Broadway
	Dec-2022	Fixed ⁽¹⁾		3.54	%	$	1,000,000			$	1,000,000			Dec-2022	Fixed ⁽¹⁾		3.54	%	$	1,000,000			$	1,000,000
	Dec-2022	L + 175 bps		3.85	%		46,800		⁽²⁾		30,100		⁽²⁾	Dec-2022	L + 175 bps		4.19	%		46,800		⁽²⁾		46,800		⁽²⁾
				3.55	%		1,046,800				1,030,100						3.57	%		1,046,800				1,046,800

One Market Plaza ⁽³⁾	Feb-2024	Fixed		4.03	%		975,000				975,000			Feb-2024	Fixed		4.03	%		975,000				975,000

1301 Avenue of the Americas	1301 Avenue of the Americas													1301 Avenue of the Americas
	Nov-2021	Fixed		3.05	%		500,000				500,000			Nov-2021	Fixed		3.05	%		500,000				500,000
	Nov-2021	L + 180 bps		3.93	%		350,000				350,000			Nov-2021	L + 180 bps		4.30	%		350,000				350,000
				3.41	%		850,000				850,000						3.56	%		850,000				850,000

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

50 Beale Street ⁽³⁾	Oct-2021	Fixed		3.65	%		228,000				228,000
300 Mission Street ⁽³⁾														Oct-2021	Fixed		3.65	%		228,000				228,000

Total notes and mortgages payable	Total notes and mortgages payable			3.69	%		3,599,800				3,583,100			Total notes and mortgages payable			3.73	%		3,599,800				3,599,800
Less: deferred financing costs							(35,112	)			(41,800	)								(28,567	)			(32,883	)
Total notes and mortgages payable, net	Total notes and mortgages payable, net					$	3,564,688			$	3,541,300			Total notes and mortgages payable, net					$	3,571,233			$	3,566,917

$1.0 Billion Revolving Credit Facility	Jan-2022	L + 115 bps	n/a			$	-			$	-			Jan-2022	L + 115 bps		3.67	%	$	170,000			$	-

We have interest rate swaps with an aggregate notional amount of $1.0 billion that are designated as cash flow hedges. We also have entered into forward starting interest rate swaps with an aggregate notional amount of $400,000,000 to extend the maturity of certain swaps for an additional year. Changes in the fair value of interest rate swaps that are designated as cash flow hedges are recognized in “other comprehensive ~~income~~ (loss)” income” (outside of earnings). We recognized other comprehensive ~~income~~loss of ~~$3,392,000~~$15,345,000 and ~~$738,000~~$24,371,000 for the three and six months ended ~~September~~June 30, ~~2018 and 2017,~~2019, respectively, and ~~$23,738,000~~other comprehensive income of $5,795,000 and ~~$729,000~~$20,346,000 for the ~~nine~~three and six months ended ~~September~~June 30, 2018, ~~and 2017,~~ respectively, from the changes in fair value of these interest rate swaps. See Note ~~12,~~ 11, Accumulated Other Comprehensive (Loss) Income ~~(Loss)~~. During the next twelve months, we estimate that ~~$8,223,000~~$653,000 of the amounts recognized in accumulated other comprehensive (loss) income will be reclassified as a decrease to interest expense.

The following table ~~below~~ summarizes the fair value of our interest rate swaps that are designated as cash flow hedges.

We have agreements with various derivative counterparties that contain provisions wherein a default on our indebtedness could be deemed a default on our derivative obligations, which would require us to either post collateral up to the fair value of our derivative obligations or settle the obligations for cash. As of ~~September~~June 30, ~~2018,~~2019, we did not have any obligations relating to our ~~swaps that contained such provisions.~~

As of September 30, 2018, we did not have any interest rate swaps that were not designated as hedges. Prior to January 19, 2017, our interest rate swap on One Market Plaza was not designated as a hedge. This interest rate swap was terminated in connection with the refinancing of the property on January 19, 2017. For the period from January 1, 2017 through January 19, 2017, we recognized an unrealized gain of $1,802,000, in connection with this interest rate swap, which is included as “unrealized gain on interest rate swaps” in our consolidated statement of income for the nine months ended September 30, 2017.

On August 1, 2017, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock from time to time, in the open market or in privately negotiated transactions. ~~As of October 31, 2018,~~During 2019, we ~~have~~ repurchased 889,549 common shares for an aggregate price of ~~3,443,000 shares,~~$12,166,000, or ~~$50,000,000 of our common stock, at~~ a weighted average price of ~~$14.53~~$13.68 per ~~share. Of this amount, 236,674~~share, including 474,500 shares ~~or $3,569,000 of our common stock, was~~that were repurchased induring the three months ended ~~September~~June 30, ~~2018, at~~2019. To date, we have repurchased 8,455,150 common shares for an aggregate price of $117,549,000, or a weighted average price of ~~$15.08~~$13.92 per ~~share. As of November 1, 2018, we~~share and have ~~$150,000,000~~$82,451,000 available for future ~~repurchases.~~repurchases under the 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 and general market conditions. The stock repurchase program may be suspended or discontinued at any time.

The following table sets forth changes in accumulated other comprehensive income (loss) by component for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, including amounts attributable to noncontrolling interests in the Operating Partnership.

Noncontrolling interests in consolidated joint ventures consist of equity interests held by third parties in One Market Plaza, ~~50 Beale~~300 Mission Street and PGRESS Equity Holdings ~~L.P.~~LP. As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, noncontrolling interests in our consolidated joint ventures aggregated ~~$399,934,000~~$365,278,000 and ~~$404,997,000,~~$394,995,000, respectively.

Noncontrolling interests in our consolidated real estate fund ~~consist~~consists of equity interests held by third parties in RDF. As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the noncontrolling ~~interests~~interest in our consolidated real estate fund aggregated ~~$66,099,000~~$81,949,000 and ~~$14,549,000,~~$66,887,000, 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, ~~2018~~2019 and December 31, ~~2017,~~2018, noncontrolling interests in the Operating Partnership on our consolidated balance sheets had a carrying amount of ~~$429,986,000~~$416,092,000 and ~~$425,797,000,~~$428,982,000, respectively, and a redemption value of ~~$379,166,000~~$347,170,000 and ~~$390,231,000,~~$315,595,000, respectively.

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 ~~own~~owned approximately ~~90.5%~~90.4% of, the Operating Partnership as of ~~September~~June 30, ~~2018.~~2019. 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, ~~2018~~2019 and December 31, ~~2017,~~2018, the Operating Partnership held interests in consolidated VIEs owning properties, a real estate fund and preferred equity investments 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 ~~below~~ summarizes the assets and liabilities of consolidated VIEs of the Operating Partnership.

As of ~~September~~June 30, ~~2018,~~2019, the Operating Partnership held variable interests in entities that own our unconsolidated real estate funds that were deemed to be VIEs. The following table ~~below~~ summarizes our investments in these unconsolidated real estate funds and the maximum risk of loss from these investments.

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of marketable securities and interest rate swaps. The following table ~~below aggregates~~summarizes the fair values of these financial assets and liabilities as of the dates set forth below, based on their levels in the fair value hierarchy.

Financial assets and liabilities not measured at fair value on our consolidated balance sheets consists of preferred equity investments, notes and mortgages payable and the revolving credit facility. The following ~~is a summary of~~table summarizes the carrying amounts and fair value of these financial instruments as of the dates set forth below.

Our revenues consist ~~primarily~~ of rental ~~income, tenant reimbursement income~~revenues and ~~fee and other income.~~revenues from contracts with customers. The following table sets forth the details of our revenues.

	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)	2018		2017		2018		2017		2019			2018		2019			2018
Rental income	$	167,934	$	156,384	$	500,868	$	469,961
Tenant reimbursement income		15,579		14,053		42,989		38,761
Rental revenue									$	181,140	⁽¹⁾	$	182,722	$	363,756	⁽¹⁾	$	360,401
Fee and other income:
Fee income:
Property management		1,476		1,673		4,468		4,815		1,599			1,490		3,241			2,992
Asset management		2,222		1,997		5,655		6,622		2,290			1,823		4,608			3,433
Acquisition, disposition and leasing		-		1,475		1,750		7,045		-			1,750		1,331			1,750
Other		381		689		1,080		1,356		324			346		1,032			699
Total fee income		4,079		5,834		12,953		19,838		4,213			5,409		10,212			8,874
Lease termination income		1,561		954		1,618		1,915
Other income ⁽¹⁾		3,443		2,545		9,858		8,235
Other income ⁽²⁾										3,230			3,288		6,407			6,415
Total fee and other income		9,083		9,333		24,429		29,988		7,443			8,697		16,619			15,289
Total revenues	$	192,596	$	179,770	$	568,286	$	538,710	$	188,583		$	191,419	$	380,375		$	375,690

~~Property-related~~Rental revenue is recognized in accordance with ASC Topic ~~840,~~ 842, Leases, and consists of (i) ~~rental income,~~cash rents, which ~~is generated from~~represents revenue each tenant pays in accordance with the ~~lease-up~~terms of ~~office, retail~~its respective lease and ~~storage space to tenants under operating leases 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, (ii) amortization of acquired above and below-market leases, net, (iii) tenant ~~reimbursement income,~~reimbursements, which ~~is comprised~~are recoveries of ~~reimbursement~~all or a portion of ~~certain~~the operating ~~costs~~expenses and real estate taxes ~~from tenants, (iii)~~of the property and is recognized in the same period as the expenses are incurred and (iv) lease termination ~~income~~income. Our leases, which comprise the lease-up of office, retail and ~~(iv) other income.~~storage space to tenants, primarily under non-cancellable operating leases, 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.

The following table is a schedule of future undiscounted cash flows under non-cancelable operating leases in effect as of June 30, 2019, for the six month period from July 1, 2019 through December 31, 2019 and each of the five succeeding years commencing January 1, 2020.

Revenue from contracts with customers, which is primarily comprised of (i) property management fees, (ii) asset management fees, (iii) fees relating to acquisitions, dispositions and leasing services and (iv) other fee income, is recognized in accordance with ASC Topic 606, Revenue From Contracts With ~~Customers.~~ Customers. Fee income is generated from the various services we provide to our customers and is disaggregated based on the types of services we provide pursuant to ASC Topic 606.

Fee income is recognized as and when we satisfy our performance obligations pursuant to contractual agreements. Property management and asset management services are provided continuously over time and revenue is recognized over that time. Fee income relating to acquisitions, dispositions and leasing services is recognized upon completion of the acquisition, disposition or leasing services as required in the contractual agreements. The amount of fee income to be recognized is stated in the contract as a fixed price or as a stated percentage of revenues, contributed capital or transaction price. Fee income is reported in a non-operating segment, and therefore is shown as a reconciling item to net income in Note ~~24,~~ 22, Segments.

The table below sets forth the amounts receivable from our customers under our various fee agreements and are included as a component of “accounts and other receivables” on our consolidated balance sheets.

As of September 30, 2018 and December 31, 2017, our consolidated balance sheets included $475,000 and $387,000, respectively, of deferred revenue in connection with prepayments for services we have not yet provided. These amounts are included as a component of “accounts payable and accrued expenses” on our consolidated balance sheets and will be recognized as income upon completion of the required services.

~~There are no other contract assets or liabilities as of September 30, 2018 and December 31, 2017.~~

On June 30, 2018, we wrote down the value of certain real estate assets in our Washington, D.C. portfolio. Our estimates of fair value were determined using discounted cash flow models, which considered, among other things, anticipated holding periods, current market conditions and utilized unobservable quantitative inputs, including appropriate capitalization and discount rates. Accordingly, we recorded a $46,000,000 impairment loss based on the excess of the carrying value over the estimated fair value, which is included as “real estate impairment loss” on our consolidated statement of income for the nine months ended September 30, 2018.

The following table sets forth the details of interest and other income, ~~(loss).~~net.

We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. As of ~~September~~June 30, ~~2018,~~2019, we have ~~9,254,010~~8,302,793 shares available for future grants under the 2014 Equity Incentive Plan (“Plan”), if all awards granted are full value awards, as defined in the Plan. Stock-based compensation expense was ~~$4,330,000~~$5,083,000 and ~~$3,825,000~~$4,650,000 for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$15,245,000~~$12,685,000 and ~~$11,692,000~~$10,915,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

~~2017~~2018 Performance-Based Awards Program (“~~2017~~2018 Performance Program”)

On ~~February 5, 2018,~~January 14, 2019, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved the ~~2017~~2018 Performance Program, a multi-year performance-based long-term equity compensation program. The purpose of the 2017 Performance Program is to further align the interests of our stockholders with that of management by encouraging our senior officers to create stockholder value in a “pay for performance” structure.

Program. Under the ~~2017~~2018 Performance Program, participants may earn awards in the form of Long Term Incentive Plan (“LTIP”) units ~~of our Operating Partnership~~ based on our Total Shareholder Return (“TSR”) over a three-year performance measurement period beginning on January 1, ~~2018~~2019 and continuing through December 31, ~~2020,~~2021, on both an absolute basis and relative ~~basis as follows:~~

basis. Awards granted to our Chief Executive Officer, under the ~~2017~~2018 Performance Program include an additional performance feature requiring threshold TSR performance on both an absolute and a relative basis in order for any awards to be earned. Accordingly, our Chief Executive Officer will not earn any awards under the 2017 Performance Program unless our TSR for the performance measurement period is 18.0% or higher and in the 30th percentile or higher of the SNL Office REIT Index constituents.

~~In addition, if~~If the designated performance objectives are achieved, awards earned under the ~~2017~~2018 Performance Program are ~~also~~ subject to vesting based on continued employment with us through December 31, ~~2021,~~2022, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, ~~2021.~~2022. Furthermore, 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 ~~2017~~2018 Performance Program on the date of the grant was ~~$7,009,000~~$8,106,000 and is being amortized into expense over the four-year vesting period using a graded vesting attribution method.

On ~~April 3, 2018,~~March 18, 2019, the Compensation Committee determined that the performance goals set forth in the 2015 Performance Program were not satisfied during the performance measurement period, which ended on March ~~31, 2018.~~17, 2019. Accordingly, all of the ~~779,055~~1,109,358 outstanding LTIP units that were granted on ~~April 1, 2015,~~March 18, 2016, were forfeited, with no awards being earned. AsThis award had a grant date fair value of ~~April 3, 2018, we had $947,000 of total~~$10,914,000 and a remaining unrecognized compensation cost ~~related to these awards,~~of $810,000 as of June 30, 2019, which will be ~~recognized~~amortized over a weighted-average period of ~~1.6~~0.8 years.

The following table ~~provides a summary of~~summarizes our net income (loss) and the number of common shares used in the computation of basic and diluted 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
	September 30,						September 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Amounts in thousands, except per share amounts)	2018			2017			2018			2017			2019			2018			2019			2018
Numerator:
Net income (loss) attributable to common stockholders	$	37,531		$	(10,214	)	$	3,829		$	93,174		$	2,455		$	(34,816	)	$	6,164		$	(33,702	)
Earnings allocated to unvested participating securities		(27	)		(13	)		(63	)		(86	)		(18	)		(18	)		(37	)		(36	)
Numerator for income (loss) per common share - basic and diluted	$	37,504		$	(10,227	)	$	3,766		$	93,088		$	2,437		$	(34,834	)	$	6,127		$	(33,738	)
Denominator:
Denominator for basic income (loss) per common share - weighted average shares		240,448			239,446			240,366			235,151			234,330			240,336			233,877			240,324
Effect of dilutive stock-based compensation plans ⁽¹⁾		41			-			25			27			26			-			31			-
Denominator for diluted income (loss) per common share - weighted average shares		240,489			239,446			240,391		��	235,178			234,356			240,336			233,908			240,324

Income (loss) per common share - basic and diluted	$	0.16		$	(0.04	)	$	0.02		$	0.40		$	0.01		$	(0.14	)	$	0.03		$	(0.14	)

As of September 30, 2018 and December 31, 2017, we had an aggregate of $27,299,000 of liabilities that were due to affiliates. These liabilities were comprised of a $24,500,000 note payable to CNBB-RDF Holdings, LP, which is an entity partially owned by Katharina Otto-Bernstein ~~(a member of our Board of Directors)~~, and a $2,799,000 note payable to a different entity owned by members of the Otto Family, both of which were made in lieu of certain cash distributions prior to the completion of our initial public offering. The notes are due in November 2018 and bear interest at a fixed rate of 1.40%. We recognized interest expense of $98,000 and $34,000 for the three months ended September 30, 2018 and 2017, respectively, and $290,000 and $103,000 for the nine months ended September 30, 2018 and 2017, respectively, in connection with these notes, which is included as a component of “interest and debt expense” on our consolidated statements of income.

We provide property management, leasing and other related services to certain properties owned by members of the Otto Family. We recognized fee income of ~~$200,000~~$211,000 and ~~$207,000~~$215,000 for the three months ended ~~September~~June 30, 2019 and 2018, respectively,and ~~2017, respectively,~~$420,000 and ~~$624,000 and $619,000~~$424,000 for the ~~nine~~six months ended ~~September~~June 30, 2019 and 2018, ~~and 2017,~~ 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 December 31, 2018, we were owed $51,000 under these agreements, which is included as a component of “accounts and other receivables, net” on our consolidated balance sheet. There were no amounts owed to us under these agreements as of June 30, 2019.

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 ~~$3,235,000~~$3,511,000 and ~~$4,616,000~~$4,558,000 for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$10,329,000~~$8,058,000 and ~~$16,391,000~~$7,094,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, in connection with these agreements. As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, amounts owed to us under these agreements aggregated ~~$1,700,000,~~$1,820,000 and ~~$1,627,000,~~$1,836,000, respectively, ~~and~~which are included as a component of “accounts and other receivables, net” 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 a feeder ~~vehicle~~vehicles for Fund ~~VIII.~~VIII and Fund X. Pursuant to this agreement, we have agreed to pay HTC for the costs incurred to sell investments in ~~this~~these feeder ~~vehicle,~~vehicles, which primarily consist of commissions paid to third party agents, and other incremental costs incurred by HTC as a result of the engagement, plus, in each case, a mark-up of 10%. HTC is 100% owned by Albert Behler, our Chairman, Chief Executive Officer and President. We incurred expense of ~~$69,000~~$62,000 and ~~$50,000~~$42,000 for the three months ended ~~September~~June 30, 2019 and 2018, respectively,and ~~2017, respectively,~~$686,000 and ~~$129,000 and $220,000~~$60,000 for the ~~nine~~six months ended ~~September~~June 30, 2019 and 2018, ~~and 2017,~~ respectively, in connection with ~~these agreements,~~this agreement, which is included as a component of “transaction related costs” on our consolidated statements of income. As of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, we owed ~~$29,000~~$123,000 and ~~$51,000,~~$40,000, respectively, to HTC under ~~these agreements,~~this agreement, which are included as a component of “accounts payable and accrued expenses” on our consolidated balance sheets.

Dr. Martin Bussmann (a member of our Board of Directors) is also a trustee and a director of Mannheim Trust, a subsidiary of which leases office space at 712 Fifth Avenue, our 50.0% owned unconsolidated joint venture. The Mannheim Trust, which is for the benefit of Dr. Bussmann’s children, leases 5,593 square feet, which expires in April 2023. Our share of rental income from this lease was ~~$92,000~~$90,000 and ~~$96,000,~~$89,000, for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$273,000 and $274,000~~$181,000 for each of the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017, respectively.~~2018.

At June 30, 2019, we had a $170,000,000 note receivable from Fund X that bears interest at LIBOR plus 220 basis points and is included as “due from affiliates” on our consolidated balance sheet.

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, ~~2018,~~2019, 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. ~~Prior to February 16, 2018, we believed~~We believe, after consultation with legal counsel, that the likelihood of a loss related to these assessments was remote. On February 16, 2018, the New York City Tax Appeals Tribunal issued a decision against a publicly traded REIT in a case interpreting the same provisions of the transfer tax statute, on similar but distinguishable facts. As a result, after consultation with legal counsel, we now believe the likelihood of 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 ~~$38,900,000.~~$41,600,000. 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 three regions in which we conduct our business: New York, San Francisco and Washington, D.C. ~~and San 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.

The following tables provide Net Operating Income (“NOI”) for each reportable segment for the ~~three and nine months ended September 30, 2018 and 2017.~~periods set forth below.

	For the Three Months Ended September 30, 2018															For the Three Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			Washington, D.C.			San Francisco			Other			Total			New York			San Francisco			Washington, D.C.			Other
Property-related revenues	$	188,517		$	118,539		$	12,685		$	57,568		$	(275	)	$	184,370		$	118,741		$	58,431		$	7,240		$	(42	)
Property-related operating expenses		(69,811	)		(48,257	)		(4,782	)		(15,206	)		(1,566	)		(67,572	)		(46,504	)		(17,479	)		(2,836	)		(753	)
NOI from unconsolidated joint ventures		4,448			4,356			-			-			92			4,185			2,886			1,213			-			86
NOI⁽¹⁾	$	123,154		$	74,638		$	7,903		$	42,362		$	(1,749	)	$	120,983		$	75,123		$	42,165		$	4,404		$	(709	)

	For the Three Months Ended September 30, 2017															For the Three Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			Washington, D.C.			San Francisco			Other			Total			New York			San Francisco			Washington, D.C.			Other
Property-related revenues	$	173,936		$	109,493		$	14,986		$	49,758		$	(301	)	$	186,010		$	115,536		$	55,344		$	15,435		$	(305	)
Property-related operating expenses		(68,264	)		(46,609	)		(5,887	)		(14,164	)		(1,604	)		(67,646	)		(45,292	)		(15,048	)		(5,736	)		(1,570	)
NOI from unconsolidated joint ventures		4,993			4,815			-			-			178			4,569			4,493			-			-			76
NOI⁽¹⁾	$	110,665		$	67,699		$	9,099		$	35,594		$	(1,727	)	$	122,933		$	74,737		$	40,296		$	9,699		$	(1,799	)

																For the Six Months Ended June 30, 2019
	For the Nine Months Ended September 30, 2018
(Amounts in thousands)	Total			New York			Washington, D.C.			San Francisco			Other			Total			New York			San Francisco			Washington, D.C.			Other
Property-related revenues	$	555,333		$	347,720		$	43,569		$	164,811		$	(767	)	$	370,163		$	239,837		$	115,615		$	14,643		$	68
Property-related operating expenses		(206,435	)		(140,710	)		(16,363	)		(44,370	)		(4,992	)		(135,953	)		(94,607	)		(33,825	)		(5,756	)		(1,765	)
NOI from unconsolidated joint ventures		13,757			13,514			-			-			243			9,596			7,543			1,913			-			140
NOI⁽¹⁾	$	362,655		$	220,524		$	27,206		$	120,441		$	(5,516	)	$	243,806		$	152,773		$	83,703		$	8,887		$	(1,557	)

																For the Six Months Ended June 30, 2018
	For the Nine Months Ended September 30, 2017
(Amounts in thousands)	Total			New York			Washington, D.C.			San Francisco			Other			Total			New York			San Francisco			Washington, D.C.			Other
Property-related revenues	$	518,872		$	321,419		$	56,911		$	139,898		$	644		$	366,816		$	229,181		$	107,243		$	30,884		$	(492	)
Property-related operating expenses		(197,696	)		(134,657	)		(21,376	)		(35,889	)		(5,774	)		(136,624	)		(92,453	)		(29,164	)		(11,581	)		(3,426	)
NOI from unconsolidated joint ventures		14,774			14,406			-			-			368			9,309			9,158			-			-			151
NOI⁽¹⁾	$	335,950		$	201,168		$	35,535		$	104,009		$	(4,762	)	$	239,501		$	145,886		$	78,079		$	19,303		$	(3,767	)

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

	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)	2018			2017			2018			2017			2019			2018			2019			2018
NOI	$	123,154		$	110,665		$	362,655		$	335,950		$	120,983		$	122,933		$	243,806		$	239,501
Add (subtract) adjustments to arrive to net income (loss):
Fee income		4,079			5,834			12,953			19,838			4,213			5,409			10,212			8,874
Depreciation and amortization expense		(64,610	)		(66,515	)		(194,541	)		(198,143	)		(62,625	)		(64,775	)		(125,714	)		(129,931	)
General and administrative expenses		(14,452	)		(14,470	)		(44,278	)		(44,624	)		(17,695	)		(17,195	)		(35,138	)		(29,826	)
Transaction related costs		(450	)		(274	)		(863	)		(1,051	)
NOI from unconsolidated joint ventures		(4,448	)		(4,993	)		(13,757	)		(14,774	)		(4,185	)		(4,569	)		(9,596	)		(9,309	)
Income from unconsolidated joint ventures		472			671			2,931			19,143
Loss from unconsolidated real estate funds		(188	)		(3,930	)		(268	)		(6,053	)
Interest and other income (loss), net		2,778			(17,668	)		6,888			(11,982	)
Interest and other income, net														2,583			2,094			6,483			4,110
Interest and debt expense		(37,105	)		(35,733	)		(109,996	)		(107,568	)		(37,213	)		(36,809	)		(74,137	)		(72,891	)
Loss on early extinguishment of debt		-			-			-			(7,877	)
Real estate impairment loss		-			-			(46,000	)		-			-			(46,000	)		-			(46,000	)
Gain on sale of real estate		36,845			-			36,845			133,989
Unrealized gain on interest rate swaps		-			-			-			1,802
Other, net														(619	)		2,214			(2,336	)		1,966
Net income (loss) before income taxes		46,075			(26,413	)		12,569			118,650			5,442			(36,698	)		13,580			(33,506	)
Income tax (expense) benefit		(1,814	)		1,010			(2,171	)		(4,242	)		(268	)		120			(1,406	)		(357	)
Net income (loss)		44,261			(25,403	)		10,398			114,408			5,174			(36,578	)		12,174			(33,863	)
Less: net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(2,713	)		14,217			(5,520	)		11,029			(2,408	)		(1,752	)		(5,202	)		(2,807	)
Consolidated real estate fund		(86	)		(114	)		(668	)		(20,195	)		(53	)		(152	)		(147	)		(582	)
Operating Partnership		(3,931	)		1,086			(381	)		(12,068	)		(258	)		3,666			(661	)		3,550
Net income (loss) attributable to common stockholders	$	37,531		$	(10,214	)	$	3,829		$	93,174		$	2,455		$	(34,816	)	$	6,164		$	(33,702	)

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

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, ~~2017.~~2018.

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, ~~2017.~~2018.

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, San Francisco, and Washington, D.C. ~~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 ~~90.5%~~90.4%, of the Operating Partnership as of ~~September~~June 30, ~~2018.~~2019.

On ~~August 9, 2018,~~February 7, 2019, we completed the ~~sale~~acquisition of ~~2099 Pennsylvania Avenue,~~111 Sutter Street, a ~~208,776~~293,000 square foot ~~Class A~~ office building in ~~Washington, D.C. for $219,900,000~~San Francisco, California. Simultaneously with closing, we brought in a joint venture partner to acquire 51.0% of the equity interest. We have retained the remaining 49.0% equity interest and ~~recognized~~manage and lease the asset. The purchase price was $227,000,000. In connection with the acquisition, the joint venture completed a ~~gain~~$138,200,000 financing of ~~$35,836,000.~~the property. The four-year loan is interest only at LIBOR plus 215 basis points and has three one-year extension options.

On ~~September 27, 2018,~~June 23, 2019, we ~~completed the sale of 425 Eye~~entered into an agreement to acquire 55 Second Street, a ~~372,552~~387,000 square foot ~~Class A~~ office building located in ~~Washington, D.C.~~San Francisco, California for ~~$157,000,000~~$407,800,000. The transaction, which is subject to customary closing conditions, is expected to close at the end of the third quarter of 2019 and ~~recognized~~we intend to bring in a ~~gain of $1,009,000.~~joint venture partner prior to closing.

On January 10, 2018, we amended and restated the credit agreement governing our revolving credit facility. The maturity date of the revolving credit facility was extended from November 2018 to January 2022, with two six-month extension options, and the capacity was increased to $1,000,000,000 from $800,000,000. The interest rate on the extended facility, at current leverage levels, was lowered by 10 basis points from LIBOR plus 125 basis points to LIBOR plus 115 basis points, and the facility fee was reduced by 5 basis points from 25 basis points to 20 basis points.

~~On August 1, 2017,~~During 2019, we ~~received authorization from our Board of Directors to repurchase up to $200,000,000 of our~~repurchased 889,549 common ~~stock from time to time, in the open market or in privately negotiated transactions. As of October 31, 2018, we have repurchased~~shares for an aggregate price of ~~3,443,000 shares,~~$12,166,000 or ~~$50,000,000 of our common stock, at~~ a weighted average price of ~~$14.53~~$13.68 per ~~share. Of this amount, 236,674~~share, including 474,500 shares ~~or $3,569,000 of our common stock, was~~that were repurchased induring the three months ended ~~September~~June 30, ~~2018, at a weighted average price of $15.08 per share.~~

In the three months ended ~~September~~June 30, ~~2018,~~2019, we leased ~~203,143~~696,497 square feet, of which our share was ~~127,194~~497,300 square feet that was leased at a weighted average initial rent of ~~$88.57~~$89.38 per square foot. This leasing activity, partially offset by lease expirations in the three months, ~~caused~~increased leased occupancy and same store leased occupancy (properties owned by us during both reporting periods) by 70 basis points to ~~remain at 96.4% leased at September 30, 2018, in-line with the leased occupancy reported~~96.7% at June 30, ~~2018.~~2019 from 96.0% at March 31, 2019. Of the ~~203,143~~696,497 square feet leased in the three months, ~~101,850~~488,092 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 ~~19.5%~~25.0% on a ~~GAAP~~cash basis and ~~14.4%~~21.6% on a ~~cash~~GAAP basis. The weighted average lease term for leases signed during the three months was ~~6.7~~8.6 years and weighted average tenant improvements and leasing commissions on these leases were ~~$10.52~~$10.85 per square foot per annum, or ~~11.9%~~12.1% of initial rent.

In the three months ended ~~September~~June 30, ~~2018,~~2019, we leased ~~58,721~~142,120 square feet in our New York portfolio, of which our share was ~~50,549~~135,728 square feet that was leased at a weighted average initial rent of ~~$86.74~~$82.22 per square foot. This leasing activity, ~~partially~~ offset by the lease expirations ~~during~~in the three months, ~~increased~~caused our leased occupancy and same store leased occupancy ~~by 20 basis points~~ to ~~96.1%~~remain at ~~September 30, 2018 from 95.9%~~96.6% leased at June 30, ~~2018.~~2019, in-line with the leased occupancy and same store leased occupancy at March 31, 2019. Of the ~~58,721~~142,120 square feet leased in the three months, ~~50,045~~129,335 square feet represented our share of second generation space for which ~~we achieved~~ rental rates ~~increases of 9.8%~~increased by 4.1% on a cash basis and decreased by 1.4% on a GAAP ~~basis and 3.0% on a cash~~ basis. The weighted average lease term for leases signed during the three months was ~~4.4~~5.2 years and weighted average tenant improvements and leasing commissions on these leases were ~~$6.69~~$9.36 per square foot per annum, or ~~7.7% of initial rent.~~

In the three months ended September 30, 2018, we leased 21,452 square feet in our Washington, D.C. portfolio, at a weighted average initial rent of $79.74 per square foot. This leasing activity increased our leased occupancy by 130 basis points to 98.0% at September 30, 2018 from 96.7% at June 30, 2018. Same store leased occupancy, which excludes 2099 Pennsylvania Avenue and 425 Eye Street that were sold in August 2018 and September 2018, respectively, increased by 50 basis points to 98.0% at September 30, 2018 from 97.5% at June 30, 2018. The weighted average lease term for leases signed during the three months was 12.6 years and weighted average tenant improvements and leasing commissions on these leases were $12.15 per square foot per annum, or 15.2%11.4% of initial rent.

In the three months ended ~~September~~June 30, ~~2018,~~2019, we leased ~~122,970~~550,752 square feet in our San Francisco portfolio, of which our share was ~~55,193~~357,947 square feet that was leased at a weighted average initial rent of ~~$92.79~~$91.96 per square foot. This leasing activity, ~~which was~~partially offset by lease expirations ~~during~~in the three months, ~~decreased~~increased our leased occupancy and same store leased occupancy by 80290 basis points to ~~97.4% at September 30, 2018 from 98.2%~~97.3% at June 30, ~~2018.~~2019 from 94.4% at March 31, 2019. Of the ~~122,970~~550,752 square feet leased in the three months, ~~46,396~~355,132 square feet represented our share of second generation space for which we achieved rental rate increases of ~~29.8%~~33.4% on ~~GAAP~~a cash basis and ~~28.3%~~29.5% on ~~a cash~~GAAP basis. The weighted average lease term for leases signed during the three months was ~~7.0~~9.9 years and weighted average tenant improvements and leasing commissions on these leases were ~~$11.83~~$11.12 per square foot per annum, or ~~12.7%~~12.1% of initial rent.

In the three months ended June 30, 2019, we leased 3,625 square feet in our Washington, D.C. portfolio, at a weighted average initial rent of $88.52 per square foot. This leasing activity, partially offset by lease expirations in the three months, increased our leased occupancy and same store leased occupancy by 10 basis points to 94.1% at June 30, 2019 from 94.0% at March 31, 2019. All of the square feet leased in the three months represented second generation space for which we achieved rental rate increases of 3.3% on a cash basis and 11.5% on GAAP basis. The weighted average lease term for leases signed during the three months was 10.8 years and weighted average tenant improvements and leasing commissions on these leases were $11.63 per square foot per annum, or 13.1% of initial rent.

The following table presents additional details on the leases signed during the three months ended ~~September~~June 30, ~~2018.~~2019. 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, 2018
Total

New York

Washington, D.C.

San Francisco

Total square feet leased

203,143

58,721

21,452

122,970

Pro rata share of total square feet leased:

127,194

50,549

21,452

55,193

Initial rent ⁽¹⁾
$
88.57

$
86.74

$
79.74

$
92.79

Weighted average lease term (in years)

6.7

4.4

12.6

7.0

Tenant improvements and leasing commissions:

Per square foot
$
69.98

$
29.18

$
153.65

$
82.65

Per square foot per annum
$
10.52

$
6.69

$
12.15

$
11.83

Percentage of initial rent

11.9
%

7.7
%

15.2
%

12.7
%

Rent concessions:

Average free rent period (in months)

4.3

3.0

11.9

3.3

Average free rent period per annum (in months)

0.6

0.7

0.9

0.5

Second generation space: ⁽²⁾

Square feet

101,850

50,045

5,409

46,396

GAAP basis:

Straight-line rent
$
89.61

$
81.99

$
-

$
97.82

Prior straight-line rent
$
75.01

$
74.67

$
-

$
75.38

Percentage increase

19.5
%

9.8
%

-

29.8
%

Cash basis:

Initial rent ⁽¹⁾
$
90.91

$
86.74

$
-

$
95.41

Prior escalated rent ⁽³⁾
$
79.49

$
84.22

$
-

$
74.39

Percentage increase

14.4
%

3.0
%

-

28.3
%

Three Months Ended June 30, 2019				Total			New York			San Francisco			Washington, D.C.
	Total square feet leased				696,497			142,120			550,752			3,625
	Pro rata share of total square feet leased:				497,300			135,728			357,947			3,625
		Initial rent ⁽¹⁾		$	89.38		$	82.22		$	91.96		$	88.52
		Weighted average lease term (in years)			8.6			5.2			9.9			10.8

		Tenant improvements and leasing commissions:
			Per square foot	$	93.84		$	48.97		$	109.58		$	125.99
			Per square foot per annum	$	10.85		$	9.36		$	11.12		$	11.63
			Percentage of initial rent		12.1	%		11.4	%		12.1	%		13.1	%

		Rent concessions:
			Average free rent period (in months)		3.7			4.7			3.3			10.0
			Average free rent period per annum (in months)		0.4			0.9			0.3			0.9

		Second generation space: ⁽²⁾
		Square feet			488,092			129,335			355,132			3,625
		Cash basis:
			Initial rent ⁽¹⁾	$	89.40		$	81.93		$	91.95		$	88.52
			Prior escalated rent ⁽³⁾	$	71.52		$	78.67		$	68.94		$	85.68
			Percentage increase		25.0	%		4.1	%		33.4	%		3.3	%
		GAAP basis:
			Straight-line rent	$	94.74		$	76.60		$	100.95		$	91.58
			Prior straight-line rent	$	77.91		$	77.69		$	77.94		$	82.15
			Percentage increase (decrease)		21.6	%		(1.4	%)		29.5	%		11.5	%

In the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, we leased ~~800,832~~1,049,759 square feet, of which our share was ~~622,887~~745,188 square feet that was leased at a weighted average initial rent of ~~$82.44~~$92.03 per square foot. This leasing activity, partially offset by lease expirations ~~during~~in the ~~nine~~six months and the acquisition of 111 Sutter Street in February 2019, a 70.3% leased asset, increased ~~our~~ leased occupancy by ~~290~~30 basis points to ~~96.4%~~96.7% at ~~September~~June 30, ~~2018~~2019 from ~~93.5% leased~~96.4% at December 31, ~~2017 and increased same~~2018. Same store leased occupancy (properties owned by us during both reporting periods), which excludes the impact of 111 Sutter Street, increased by ~~310~~70 basis points to ~~96.4%~~97.1% at ~~September~~June 30, ~~2018~~2019 from ~~93.3%~~96.4% at December 31, ~~2017.~~2018. Of the ~~800,832~~1,049,759 square feet leased in the ~~nine~~six months, ~~350,711~~668,254 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 ~~14.0%~~18.5% on a ~~GAAP~~cash basis and ~~17.1%~~19.0% on a ~~cash~~GAAP basis. The weighted average lease term for leases signed during the ~~nine~~six months was ~~10.4~~9.5 years and weighted average tenant improvements and leasing commissions on these leases were ~~$9.75~~$10.56 per square foot per annum, or 11.5% of initial rent.

In the six months ended June 30, 2019, we leased 301,708 square feet in our New York portfolio, of which our share was 278,221 square feet that was leased at a weighted average initial rent of $87.24 per square foot. This leasing activity, partially offset by lease expirations during the six months, increased our leased occupancy and same store leased occupancy by 60 basis points to 96.6% at June 30, 2019 from 96.0% at December 31, 2018. Of the 301,708 square feet leased in the six months, 207,050 square feet represented our share of second generation space for which rental rates decreased by 0.9% on a cash basis and 2.5% on a GAAP basis. The decrease was primarily due to a prior tenant’s lease, which was previously extended on a short-term basis for which we had achieved above-market rents during the short-term extension period. The weighted average lease term for leases signed during the six months was 10.0 years and weighted average tenant improvements and leasing commissions on these leases were $10.32 per square foot per annum, or 11.8% of initial rent.

In the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, we leased ~~463,916~~734,716 square feet in our ~~New York~~San Francisco portfolio, of which our share was ~~447,614~~453,632 square feet that was leased at a weighted average initial rent of ~~$81.83~~$94.99 per square foot. This leasing activity, ~~partially~~ offset by lease expirations during the nine months, increased our leased occupancy and same store leased occupancy by 370 basis points to 96.1% at September 30, 2018 from 92.4% at December 31, 2017. Of the 463,916 square feet leased in the ~~nine~~six months ~~231,730 square feet represented our share~~and the acquisition of ~~second generation space for which we achieved rental rates increases of 7.7% on~~111 Sutter Street in February 2019, a GAAP basis and 10.2% on a cash basis. The weighted average lease term for leases signed during the nine months was 11.7 years and weighted average tenant improvements and leasing commissions on these leases were $9.45 per square foot per annum, or 11.5 % of initial rent.

~~In the nine months ended September 30, 2018, we~~70.3% leased ~~26,381 square feet in our Washington, D.C. portfolio, at a weighted average initial rent of $76.15 per square foot. This leasing activity increased~~asset, decreased our leased occupancy by ~~190~~70 basis points to ~~98.0%~~97.3% at ~~September~~June 30, ~~2018~~2019 from ~~96.1%~~98.0% at December 31, ~~2017.~~2018. Same store leased occupancy, which excludes ~~2099 Pennsylvania Avenue and 425 Eye~~111 Sutter Street, ~~that were sold in August 2018 and September 2018, respectively,~~ increased by 50160 basis points to ~~98.0%~~99.6% at ~~September~~June 30, ~~2018~~2019 from ~~97.5%~~98.0% at December 31, 2017. The weighted average lease term for leases signed during the nine months was 11.1 years and weighted average tenant improvements and leasing commissions on these leases were $11.69 per square foot per annum, or 15.3% of initial rent.

In the nine months ended September 30, 2018, we leased 310,535 square feet in our San Francisco portfolio, of which our share was 148,892 square feet that was leased at a weighted average initial rent of $85.14 per square foot. This leasing activity, which was partially offset by lease expirations during the nine months, increased our leased occupancy and same store occupancy by 100 basis points to 97.4% at September 30, 2018 from 96.4% at December 31, 2017.2018. Of the ~~310,535~~734,716 square feet leased in the ~~nine~~six months, ~~111,905~~450,511 square feet represented our share of second generation space for which we achieved rental rate increases of ~~28.1%~~29.1% on ~~GAAP~~a cash basis and ~~34.0%~~29.5% on ~~a cash~~GAAP basis. The weighted average lease term for leases signed during the ~~nine~~six months was ~~6.4~~9.2 years and weighted average tenant improvements and leasing commissions on these leases were ~~$10.90~~$10.79 per square foot per annum, or ~~12.8%~~11.4% of initial rent.

In the six months ended June 30, 2019, we leased 13,335 square feet in our Washington, D.C. portfolio, at a weighted average initial rent of $88.32 per square foot. This leasing activity, which was offset by lease expirations in the six months, decreased our leased occupancy and same store leased occupancy by 390 basis points to 94.1% at June 30, 2019 from 98.0% at December 31, 2018. Of the 13,335 square feet leased in the six months, 10,693 represented our share of second generation space for which we achieved rental rate increases of 4.4% on a cash basis and 8.4% on GAAP basis. The weighted average lease term for leases signed during the six months was 8.0 years and weighted average tenant improvements and leasing commissions on these leases were $7.51 per square foot per annum, or 8.5% of initial rent.

The following table presents additional details on the leases signed during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. 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, 2018
Total

New York

Washington, D.C.

San Francisco

Total square feet leased

800,832

463,916

26,381

310,535

Pro rata share of total square feet leased:

622,887

447,614

26,381

148,892

Initial rent ⁽¹⁾
$
82.44

$
81.83

$
76.15

$
85.14

Weighted average lease term (in years)

10.4

11.7

11.1

6.4

Tenant improvements and leasing commissions:

Per square foot
$
101.35

$
110.58

$
129.56

$
69.84

Per square foot per annum
$
9.75

$
9.45

$
11.69

$
10.90

Percentage of initial rent

11.8
%

11.5
%

15.3
%

12.8
%

Rent concessions:

Average free rent period (in months)

8.6

10.6

10.1

2.5

Average free rent period per annum (in months)

0.8

0.9

0.9

0.4

Second generation space: ⁽²⁾

Square feet

350,711

231,730

7,076

111,905

GAAP basis:

Straight-line rent
$
84.16

$
81.85

$
-

$
88.89

Prior straight-line rent
$
73.84

$
76.00

$
-

$
69.41

Percentage increase

14.0
%

7.7
%

-

28.1
%

Cash basis:

Initial rent ⁽¹⁾
$
86.05

$
85.27

$
-

$
87.63

Prior escalated rent ⁽³⁾
$
73.48

$
77.41

$
-

$
65.41

Percentage increase

17.1
%

10.2
%

-

34.0
%

Six Months Ended June 30, 2019				Total			New York			San Francisco			Washington, D.C.
	Total square feet leased				1,049,759			301,708			734,716			13,335
	Pro rata share of total square feet leased:				745,188			278,221			453,632			13,335
		Initial rent ⁽¹⁾		$	92.03		$	87.24		$	94.99		$	88.32
		Weighted average lease term (in years)			9.5			10.0			9.2			8.0

		Tenant improvements and leasing commissions:
			Per square foot	$	100.28		$	103.54		$	99.52		$	60.06
			Per square foot per annum	$	10.56		$	10.32		$	10.79		$	7.51
			Percentage of initial rent		11.5	%		11.8	%		11.4	%		8.5	%

		Rent concessions:
			Average free rent period (in months)		5.9			9.9			3.4			8.1
			Average free rent period per annum (in months)		0.6			1.0			0.4			1.0

		Second generation space: ⁽²⁾
		Square feet			668,254			207,050			450,511			10,693
		Cash basis:
			Initial rent ⁽¹⁾	$	92.83		$	88.16		$	94.99		$	88.49
			Prior escalated rent ⁽³⁾	$	78.36		$	88.92		$	73.56		$	84.73
			Percentage increase (decrease)		18.5	%		(0.9	%)		29.1	%		4.4	%
		GAAP basis:
			Straight-line rent	$	97.41		$	83.96		$	103.54		$	88.62
			Prior straight-line rent	$	81.84		$	86.15		$	79.95		$	81.72
			Percentage increase (decrease)		19.0	%		(2.5	%)		29.5	%		8.4	%

Financial Results - Three Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018

Net income attributable to common stockholders was ~~$37,531,000,~~$2,455,000, or ~~$0.16~~$0.01 per diluted share, for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to a net loss ~~attributable to common stockholders~~ of ~~$10,214,000,~~$34,816,000, or ~~$0.04~~$0.14 per diluted share, for the three months ended ~~September~~June 30, ~~2017.~~2018. Net ~~income~~loss attributable to common stockholders for the three months ended ~~September~~June 30, 2018, ~~includes $32,222,000,~~included a $41,618,000, or ~~$0.13~~$0.17 per diluted share, ~~of gain on sale of~~ real estate ~~net of “sting” taxes.~~impairment loss.

Funds from Operations (“FFO”) attributable to common stockholders was ~~$55,606,000,~~$54,208,000, or $0.23 per diluted share, for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$43,530,000,~~$58,935,000, or ~~$0.18~~$0.25 per diluted share, for the three months ended ~~September~~June 30, ~~2017.~~2018. FFO attributable to common stockholders for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 includes the impact of non-core items, which are listed in the table on page ~~63.~~56. The aggregate of these items, net of amounts attributable to noncontrolling interests, ~~decreased~~increased FFO attributable to common stockholders for the three months ended ~~September~~June 30, 2019 and 2018 by $969,000 and ~~2017 by $2,142,000~~$1,036,000, or $0.00 and ~~$8,839,000, or~~ $0.01 ~~and $0.04~~ per diluted share, respectively.

Core Funds from Operations (“Core FFO”) attributable to common stockholders, which excludes the impact of the non-core items listed on page ~~63,~~56, was ~~$57,748,000,~~$53,239,000, or $0.23 per diluted share, for the three months ended June 30, 2019, compared to $57,899,000, or $0.24 per diluted share, for the three months ended ~~September~~June 30, 2018 ~~compared to $52,369,000, or $0.22 per diluted share, for the three months ended September 30, 2017~~.

The table below summarizes the percentage increase (decrease) in our share of Same Store NOI and Same Store Cash NOI, by segment, for the three months ended ~~September~~June 30, ~~2018~~2019 versus ~~September~~June 30, ~~2017.~~2018.

See pages ~~56-64~~48-56 “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.

Financial Results - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018

Net income attributable to common stockholders was ~~$3,829,000,~~$6,164,000, or ~~$0.02~~$0.03 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$93,174,000,~~a net loss of $33,702,000, or ~~$0.40~~$0.14 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. Net ~~income~~loss attributable to common stockholders for the ~~nine~~six months ended ~~September~~June 30, 2018, ~~includes $32,222,000, or $0.13 per diluted share, of gain on sale of real estate, net of “sting” taxes and~~included a $41,618,000, or $0.17 per diluted share, of real estate impairment loss. ~~Net income attributable to common stockholders for the nine months ended September 30, 2017 includes $98,107,000, or $0.42 per diluted share, of gain on sale of real estate.~~

FFO attributable to common stockholders was ~~$168,194,000,~~$109,433,000, or ~~$0.70~~$0.47 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$157,437,000,~~$112,588,000, or ~~$0.67~~$0.47 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. FFO attributable to common stockholders for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 includes the impact of non-core items, which are listed in the table on page ~~63.~~56. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common stockholders for the ~~nine~~six months ended ~~September~~June 30, 2019 and 2018 by $919,000 and ~~2017 by $2,416,000 and $1,002,000,~~$274,000, respectively, or ~~$0.01 and $0.00~~ $0.00 per diluted ~~share, respectively.~~share.

Core FFO attributable to common stockholders, which excludes the impact of the non-core items listed on page ~~63,~~56, was ~~$170,610,000,~~$110,352,000, or ~~$0.71~~$0.47 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$158,439,000,~~$112,862,000, or ~~$0.67~~$0.47 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018.

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~~six months ended ~~September~~June 30, ~~2018~~2019 versus ~~September~~June 30, ~~2017.~~2018.

See pages ~~56-64~~48-56 “Non-GAAP Financial ~~Measures~~”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, ~~2018~~2019 and ~~2017~~2018

The following pages summarize our consolidated results of operations for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~2018.

			For the Three Months Ended September 30,											For the Three Months Ended June 30,
(Amounts in thousands)	(Amounts in thousands)		2018			2017			Change			(Amounts in thousands)		2019			2018			Change
REVENUES:
Revenues:												Revenues:
	Rental income		$	167,934		$	156,384		$	11,550		Rental revenue		$	181,140		$	182,722		$	(1,582	)
	Tenant reimbursement income			15,579			14,053			1,526		Fee and other income			7,443			8,697			(1,254	)
	Fee and other income			9,083			9,333			(250	)		Total revenues		188,583			191,419			(2,836	)
		Total revenues		192,596			179,770			12,826
EXPENSES:
Expenses:												Expenses:
	Operating			69,811			68,264			1,547		Operating			67,572			67,646			(74	)
	Depreciation and amortization			64,610			66,515			(1,905	)	Depreciation and amortization			62,625			64,775			(2,150	)
	General and administrative			14,452			14,470			(18	)	General and administrative			17,695			17,195			500
	Transaction related costs			450			274			176		Transaction related costs			182			293			(111	)
		Total expenses		149,323			149,523			(200	)		Total expenses		148,074			149,909			(1,835	)
Operating income				43,273			30,247			13,026
Other income (expense):												Other income (expense):
	Income from unconsolidated joint ventures			472			671			(199	)	(Loss) income from unconsolidated joint ventures			(456	)		2,521			(2,977	)
	Loss from unconsolidated real estate funds			(188	)		(3,930	)		3,742		Income (loss) from unconsolidated real estate funds			19			(14	)		33
	Interest and other income (loss), net			2,778			(17,668	)		20,446		Interest and other income, net			2,583			2,094			489
	Interest and debt expense			(37,105	)		(35,733	)		(1,372	)	Interest and debt expense			(37,213	)		(36,809	)		(404	)
	Gain on sale of real estate			36,845			-			36,845		Real estate impairment loss			-			(46,000	)		46,000
Net income (loss) before income taxes	Net income (loss) before income taxes			46,075			(26,413	)		72,488		Net income (loss) before income taxes			5,442			(36,698	)		42,140
	Income tax (expense) benefit			(1,814	)		1,010			(2,824	)	Income tax (expense) benefit			(268	)		120			(388	)
Net income (loss)	Net income (loss)			44,261			(25,403	)		69,664		Net income (loss)			5,174			(36,578	)		41,752
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			(2,713	)		14,217			(16,930	)	Consolidated joint ventures			(2,408	)		(1,752	)		(656	)
	Consolidated real estate fund			(86	)		(114	)		28		Consolidated real estate fund			(53	)		(152	)		99
	Operating Partnership			(3,931	)		1,086			(5,017	)	Operating Partnership			(258	)		3,666			(3,924	)
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders		$	37,531		$	(10,214	)	$	47,745		Net income (loss) attributable to common stockholders		$	2,455		$	(34,816	)	$	37,271

Our revenues, which consist primarily of rental ~~income, tenant reimbursement income,~~revenues and fee and other income, were ~~$192,596,000~~$188,583,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$179,770,000~~$191,419,000 for the three months ended ~~September~~June 30, ~~2017, an increase~~2018, a decrease of ~~$12,826,000.~~$2,836,000. Below are the details of the increase (decrease) by segment.

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Rental income

Acquisitions ⁽¹⁾

$
1,653

$
-

$
-

$
1,653

$
-

Dispositions ⁽²⁾

(1,612
)

-

(1,612
)

-

-

Same store operations

11,284

8,169

⁽³⁾

(498
)

3,664

⁽⁴⁾

(51
)
Other, net

225

194

-

31

-

Increase (decrease) in rental income

$
11,550

$
8,363

$
(2,110
)

$
5,348

$
(51
)

Tenant reimbursement income

Acquisitions ⁽¹⁾

$
92

$
-

$
-

$
92

$
-

Dispositions ⁽²⁾

(549
)

-

(549
)

-

-

Same store operations

1,983

1,215

129

639

-

Increase (decrease) in tenant

reimbursement income

$
1,526

$
1,215

$
(420
)

$
731

$
-

��

Fee and other income

Property management

$
(197
)

$
-

$
-

$
-

$
(197
)
Asset management

225

-

-

-

225

Acquisition, disposition and leasing

(1,475
)

-

-

-

(1,475
)
Other

(308
)

-

-

-

(308
)
Decrease in fee income

(1,755
)

-

-

-

(1,755
)
Acquisitions ⁽¹⁾

33

-

-

33

-

Dispositions ⁽²⁾

(5
)

-

(5
)

-

-

Lease termination income

607

(476
)

-

1,083

-

Other income

870

(56
)

234

615

77

Increase (decrease) in other income

1,505

(532
)

229

1,731

77

(Decrease) increase in fee and
other income

$
(250
)

$
(532
)

$
229

$
1,731

$
(1,678
)

Total increase (decrease) in revenues

$
12,826

$
9,046

$
(2,301
)

$
7,810

$
(1,729
)

(Amounts in thousands)	Total			New York				San Francisco			Washington, D.C.				Other
Rental revenue
Acquisitions / Dispositions	$	(7,765	)	$	-			$	-		$	(7,765	)	⁽¹⁾	$	-
Same store operations		6,285			3,970		⁽²⁾		2,620	⁽³⁾		(226	)			(79	)
Other, net		(102	)		(143	)			41			-				-
(Decrease) increase in rental revenues	$	(1,582	)	$	3,827			$	2,661		$	(7,991	)		$	(79	)

Fee and other income
Fee income
Property management	$	109		$	-			$	-		$	-			$	109
Asset management		467			-				-			-				467
Acquisition, disposition and leasing		(1,750	)		-				-			-				(1,750	)
Other		(22	)		-				-			-				(22	)
Decrease in fee income		(1,196	)		-				-			-				(1,196	)
Other income
Acquisitions / Dispositions		(249	)		-				-			(249	)	⁽¹⁾		-
Same store operations		191			(622	)			426			45				342
(Decrease) increase in other income		(58	)		(622	)			426			(204	)			342
(Decrease) increase in fee and other income	$	(1,254	)	$	(622	)		$	426		$	(204	)		$	(854	)

Total (decrease) increase in revenues	$	(2,836	)	$	3,205			$	3,087		$	(8,195	)		$	(933	)

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative and transaction related costs, were ~~$149,323,000~~$148,074,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$149,523,000~~$149,909,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, a decrease of ~~$200,000.~~$1,835,000. Below are the details of the increase (decrease) by segment.


(Amounts in thousands)	(Amounts in thousands)	Total			New York		Washington, D.C.			San Francisco			Other				(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.				Other
Operating	Operating																Operating
Acquisitions ⁽¹⁾		$	519		$	-	$	-		$	519		$	-
Dispositions ⁽²⁾			(958	)		-		(958	)		-			-
Acquisitions / Dispositions																	Acquisitions / Dispositions	$	(3,089	)	$	-		$	-		$	(3,089	)	⁽¹⁾	$	-
Same store operations	Same store operations		2,017			1,610		(147	)		592			(38	)		Same store operations		3,189			1,386			2,431			189				(817	)
Bad debt expense	Bad debt expense		(31	)		38		-			(69	)		-			Bad debt expense		(174	)		(174	)
Increase (decrease) in operating		$	1,547		$	1,648	$	(1,105	)	$	1,042		$	(38	)
(Decrease) increase in operating																	(Decrease) increase in operating	$	(74	)	$	1,212		$	2,431		$	(2,900	)		$	(817	)

Depreciation and amortization	Depreciation and amortization																Depreciation and amortization
Acquisitions ⁽¹⁾		$	1,176		$	-	$	-		$	1,176		$	-
Dispositions ⁽²⁾			(798	)		-		(798	)		-			-
Acquisitions / Dispositions																	Acquisitions / Dispositions	$	(3,107	)	$	-		$	-		$	(3,107	)	⁽¹⁾	$	-
Operations	Operations		(2,283	)		647		(716	)		(2,438	)		224			Operations		957			1,557			(661	)		(85	)			146
(Decrease) increase in depreciation	(Decrease) increase in depreciation																(Decrease) increase in depreciation
and amortization	and amortization	$	(1,905	)	$	647	$	(1,514	)	$	(1,262	)	$	224			and amortization	$	(2,150	)	$	1,557		$	(661	)	$	(3,192	)		$	146

General and administrative	General and administrative																General and administrative
Stock-based compensation	Stock-based compensation	$	505		$	-	$	-		$	-		$	505			Stock-based compensation	$	433		$	-		$	-		$	-			$	433
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		178			-		-			-			178		⁽³⁾	in our deferred compensation plan		643			-			-			-				643		⁽²⁾
Operations	Operations		(701	)		-		-			-			(701	)		Operations		(576	)		-			-			-				(576	)
Decrease in general and
Increase in general and																	Increase in general and
administrative	administrative	$	(18	)	$	-	$	-		$	-		$	(18	)		administrative	$	500		$	-		$	-		$	-			$	500

Increase in transaction related costs		$	176		$	-	$	-		$	-		$	176
Decrease in transaction related costs																	Decrease in transaction related costs	$	(111	)	$	-		$	-		$	-			$	(111	)

Total (decrease) increase in expenses	Total (decrease) increase in expenses	$	(200	)	$	2,295	$	(2,619	)	$	(220	)	$	344			Total (decrease) increase in expenses	$	(1,835	)	$	2,769		$	1,770		$	(6,092	)		$	(282	)

~~Income~~Loss from unconsolidated joint ventures was ~~$472,000~~$456,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$671,000~~income of $2,521,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, a decrease in income of ~~$199,000.~~$2,977,000. This decrease resulted primarily from (i) $1,249,000 for our share of net loss from 111 Sutter Street, which was ~~primarily due~~acquired in February 2019 (primarily related to depreciation and amortization expense), and (ii) $1,691,000 of lower income ~~at One Steuart Lane (formerly 75 Howard Street)~~from 712 Fifth Avenue, resulting from lower cash distributions in the three months ended ~~September~~June 30, ~~2018.~~2019 (since we only recognize earnings from 712 Fifth Avenue to the extent we receive cash distribution from the joint venture).

~~Loss~~Income from unconsolidated real estate funds was ~~$188,000~~$19,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$3,930,000~~a loss of $14,000 for the three months ended ~~September~~June 30, ~~2017, a decrease~~2018, as increase in ~~loss~~income of ~~$3,742,000. This decrease was primarily due to a reversal of carried interest in the three months ended September 30, 2017 of $3,397,000.~~$33,000.

Interest and other income was ~~$2,778,000~~$2,583,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~a loss of $17,668,000~~$2,094,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase ~~in income~~ of ~~$20,446,000.~~$489,000. This increase resulted from:

Interest and debt expense was ~~$37,105,000~~$37,213,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$35,733,000~~$36,809,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase ~~in expense~~ of ~~$1,372,000.~~$404,000. This increase resulted ~~from:~~primarily from higher interest on variable rate debt at 1301 Avenue of the Americas and 1633 Broadway.

In the three months ended ~~September~~June 30, 2018, we ~~recognized a $36,845,000 gain on sale~~wrote down the value of certain real estate ~~comprised~~assets in our Washington, D.C. portfolio. Accordingly, we recorded a $46,000,000 real estate impairment loss based on the excess of (i) a $35,836,000 gain on sale of 2099 Pennsylvania Avenue, which was sold for $219,900,000 in August 2018 and (ii) a $1,009,000 gain on sale of 425 Eye Street, which was sold for $157,000,000 in September 2018.the carrying value over the estimated fair value.

Income tax expense was ~~$1,814,000~~$268,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to a benefit of ~~$1,010,000~~$120,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase in expense of ~~$2,824,000. This~~$388,000. The increase was primarily due to (i) $1,248,000 of “sting” taxes in connection with the sale of real estate in the three months ended September 30, 2018 and (ii) a lower expense in the three months ended September 30, 2017 resulting from a true-up of the prior yearhigher income ~~tax provision.~~on our taxable REIT subsidiaries.

Net Income ~~(Loss)~~ Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interest in consolidated joint ventures was ~~$2,713,000~~$2,408,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~net loss of $14,217,000~~$1,752,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase ~~in income allocated to noncontrolling interests in consolidated joint ventures~~ of ~~$16,930,000.~~ $656,000. This increase resulted from:

Net Income Attributable to Noncontrolling Interests in Consolidated Real Estate Fund

Net income attributable to noncontrolling interests in consolidated real estate fund was ~~$86,000~~$53,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$114,000~~$152,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, a decrease ~~in income~~ ~~attributable to the noncontrolling interests~~ of ~~$28,000.~~$99,000.

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

Net income attributable to noncontrolling interests in Operating Partnership was ~~$3,931,000~~$258,000 for the three months ended ~~September~~June 30, ~~2018,~~2019, compared to net loss attributable to noncontrolling interests in Operating Partnership of ~~$1,086,000~~$3,666,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase in income attributable to noncontrolling interests of ~~$5,017,000.~~$3,924,000. This increase resulted from higher net income subject to allocation to the unitholders of the Operating Partnership for the three months ended ~~September~~June 30, ~~2018.~~

Results of Operations - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018

The following pages summarize our consolidated results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~2018.

For the Nine Months Ended September 30,

(Amounts in thousands)
2018

2017

Change

REVENUES:

Rental income
$
500,868

$
469,961

$
30,907

Tenant reimbursement income

42,989

38,761

4,228

Fee and other income

24,429

29,988

(5,559
)

Total revenues

568,286

538,710

29,576

EXPENSES:

Operating

206,435

197,696

8,739

Depreciation and amortization

194,541

198,143

(3,602
)

General and administrative

44,278

44,624

(346
)

Transaction related costs

863

1,051

(188
)

Real estate impairment loss

46,000

-

46,000

Total expenses

492,117

441,514

50,603

Operating income

76,169

97,196

(21,027
)

Income from unconsolidated joint ventures

2,931

19,143

(16,212
)

Loss from unconsolidated real estate funds

(268
)

(6,053
)

5,785

Interest and other income (loss), net

6,888

(11,982
)

18,870

Interest and debt expense

(109,996
)

(107,568
)

(2,428
)

Loss on early extinguishment of debt

-

(7,877
)

7,877

Gain on sale of real estate

36,845

133,989

(97,144
)

Unrealized gain on interest rate swaps

-

1,802

(1,802
)
Net income before income taxes

12,569

118,650

(106,081
)

Income tax expense

(2,171
)

(4,242
)

2,071

Net income

10,398

114,408

(104,010
)
Less net (income) loss attributable to noncontrolling interests in:

Consolidated joint ventures

(5,520
)

11,029

(16,549
)

Consolidated real estate fund

(668
)

(20,195
)

19,527

Operating Partnership

(381
)

(12,068
)

11,687

Net income attributable to common stockholders
$
3,829

$
93,174

$
(89,345
)

			For the Six Months Ended June 30,
(Amounts in thousands)			2019			2018			Change
Revenues:
	Rental revenue		$	363,756		$	360,401		$	3,355
	Fee and other income			16,619			15,289			1,330
		Total revenues		380,375			375,690			4,685
Expenses:
	Operating			135,953			136,624			(671	)
	Depreciation and amortization			125,714			129,931			(4,217	)
	General and administrative			35,138			29,826			5,312
	Transaction related costs			918			413			505
		Total expenses		297,723			296,794			929
Other income (expense):
	(Loss) income from unconsolidated joint ventures			(1,483	)		2,459			(3,942	)
	Income (loss) from unconsolidated real estate funds			65			(80	)		145
	Interest and other income, net			6,483			4,110			2,373
	Interest and debt expense			(74,137	)		(72,891	)		(1,246	)
	Real estate impairment loss			-			(46,000	)		46,000
Net income (loss) before income taxes				13,580			(33,506	)		47,086
	Income tax expense			(1,406	)		(357	)		(1,049	)
Net income (loss)				12,174			(33,863	)		46,037
Less net (income) loss attributable to noncontrolling interests in:
	Consolidated joint ventures			(5,202	)		(2,807	)		(2,395	)
	Consolidated real estate fund			(147	)		(582	)		435
	Operating Partnership			(661	)		3,550			(4,211	)
Net income (loss) attributable to common stockholders			$	6,164		$	(33,702	)	$	39,866

Our revenues, which consist primarily of rental ~~income, tenant reimbursement income,~~revenues and fee and other income, were ~~$568,286,000~~$380,375,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$538,710,000~~$375,690,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, an increase of ~~$29,576,000.~~$4,685,000. Below are the details of the increase (decrease) by segment.

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Rental income

Acquisitions ⁽¹⁾

$
19,202

$
-

$
-

$
19,202

$
-

Dispositions ⁽²⁾

(13,090
)

-

(13,090
)

-

-

Same store operations

25,268

23,953

⁽³⁾

(188
)

2,865

⁽⁴⁾

(1,362
)
Other, net

(473
)

194

-

(667
)

-

Increase (decrease) in rental income

$
30,907

$
24,147

$
(13,278
)

$
21,400

$
(1,362
)

Tenant reimbursement income

Acquisitions ⁽¹⁾

$
965

$
-

$
-

$
965

$
-

Dispositions ⁽²⁾

(1,341
)

-

(1,341
)

-

-

Same store operations

4,604

2,683

1,332

589

-

Increase (decrease) in tenant

reimbursement income

$
4,228

$
2,683

$
(9
)

$
1,554

$
-

Fee and other income

Property management

$
(347
)

$
-

$
-

$
-

$
(347
)
Asset management

(967
)

-

-

-

(967
)
Acquisition and disposition

(5,295
)

-

-

-

(5,295
)
Other

(276
)

-

-

-

(276
)
Decrease in fee income

(6,885
)

-

-

-

(6,885
)
Acquisitions ⁽¹⁾

347

-

-

347

-

Dispositions ⁽²⁾

(99
)

-

(99
)

-

-

Lease termination income

(297
)

(514
)

-

217

-

Other income

1,375

(15
)

44

1,395

(49
)
Increase (decrease) in other income

1,326

(529
)

(55
)

1,959

(49
)
(Decrease) increase in fee

and other income

$
(5,559
)

$
(529
)

$
(55
)

$
1,959

$
(6,934
)

Total increase (decrease) in revenues

$
29,576

$
26,301

$
(13,342
)

$
24,913

$
(8,296
)

(Amounts in thousands)	Total			New York				San Francisco			Washington, D.C.				Other
Rental revenue
Acquisitions / Dispositions	$	(15,545	)	$	-			$	-		$	(15,545	)	⁽¹⁾	$	-
Same store operations		18,296			10,983		⁽²⁾		7,673	⁽³⁾		(257	)			(103	)
Other, net		604			563				41			-				-
Increase (decrease) in rental revenues	$	3,355		$	11,546			$	7,714		$	(15,802	)		$	(103	)

Fee and other income
Fee income
Property management	$	249		$	-			$	-		$	-			$	249
Asset management		1,175			-				-			-				1,175
Acquisition, disposition and leasing		(419	)		-				-			-				(419	)
Other		333			-				-			-				333
Increase in fee income		1,338			-				-			-				1,338
Other income
Acquisitions / Dispositions		(484	)		-				-			(484	)	⁽¹⁾		-
Same store operations		476			(890	)			658			45				663
(Decrease) increase in other income		(8	)		(890	)			658			(439	)			663
Increase (decrease) in fee and other income	$	1,330		$	(890	)		$	658		$	(439	)		$	2,001

Total increase (decrease) in revenues	$	4,685		$	10,656			$	8,372		$	(16,241	)		$	1,898

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative and transaction related costs, ~~and real estate impairment loss,~~ were ~~$492,117,000~~$297,723,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$441,514,000~~$296,794,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, an increase of ~~$50,603,000.~~$929,000. Below are the details of the increase (decrease) by segment.

(Amounts in thousands)	(Amounts in thousands)	Total			New York		Washington, D.C.			San Francisco			Other				(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.				Other
Operating	Operating																Operating
Acquisitions ⁽¹⁾		$	6,797		$	-	$	-		$	6,797		$	-
Dispositions ⁽²⁾			(4,690	)		-		(4,690	)		-			-
Acquisitions / Dispositions																	Acquisitions / Dispositions	$	(6,205	)	$	-		$	-		$	(6,205	)	⁽¹⁾	$	-
Same store operations	Same store operations		6,519			5,871		(323	)		1,753			(782	)		Same store operations		5,708			2,328			4,661			380				(1,661	)
Bad debt expense	Bad debt expense		113			182		-			(69	)		-			Bad debt expense		(174	)		(174	)		-			-				-
Increase (decrease) in operating		$	8,739		$	6,053	$	(5,013	)	$	8,481		$	(782	)
(Decrease) increase in operating																	(Decrease) increase in operating	$	(671	)	$	2,154		$	4,661		$	(5,825	)		$	(1,661	)

Depreciation and amortization	Depreciation and amortization																Depreciation and amortization
Acquisitions ⁽¹⁾		$	11,154		$	-	$	-		$	11,154		$	-
Dispositions ⁽²⁾			(798	)		-		(798	)		-			-
Acquisitions / Dispositions																	Acquisitions / Dispositions	$	(6,191	)	$	-		$	-		$	(6,191	)	⁽¹⁾	$	-
Operations	Operations		(13,958	)		108		(278	)		(14,125	)		337			Operations		1,974			3,395			(1,633	)		(136	)			348
(Decrease) increase in depreciation	(Decrease) increase in depreciation																(Decrease) increase in depreciation
and amortization	and amortization	$	(3,602	)	$	108	$	(1,076	)	$	(2,971	)	$	337			and amortization	$	(4,217	)	$	3,395		$	(1,633	)	$	(6,327	)		$	348

General and administrative	General and administrative																General and administrative
Stock-based compensation	Stock-based compensation	$	3,553		$	-	$	-		$	-		$	3,553		⁽³⁾	Stock-based compensation	$	1,770		$	-		$	-		$	-			$	1,770
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		(2,256	)		-		-			-			(2,256	)	⁽⁴⁾	in our deferred compensation plan		2,621			-			-			-				2,621		⁽²⁾
Operations	Operations		(1,643	)		-		-			-			(1,643	)		Operations		921			-			-			-				921
Decrease in general
Increase in general																	Increase in general
and administrative	and administrative	$	(346	)	$	-	$	-		$	-		$	(346	)		and administrative	$	5,312		$	-		$	-		$	-			$	5,312

Decrease in transaction related costs		$	(188	)	$	-	$	-		$	-		$	(188	)

Real estate impairment loss in 2018		$	46,000		$	-	$	46,000		$	-		$	-
Increase in transaction related costs																	Increase in transaction related costs	$	505		$	-		$	-		$	-			$	505

Total increase (decrease) in expenses	Total increase (decrease) in expenses	$	50,603		$	6,161	$	39,911		$	5,510		$	(979	)		Total increase (decrease) in expenses	$	929		$	5,549		$	3,028		$	(12,152	)		$	4,504

~~Income~~Loss from unconsolidated joint ventures was ~~$2,931,000~~$1,483,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to income of $2,459,000 for the six months ended June 30, 2018, ~~compared to $19,143,000 for the nine months ended September 30, 2017,~~ a decrease in income of ~~$16,212,000.~~$3,942,000. This decrease resulted ~~from:~~primarily from (i) $2,121,000 for our share of net loss from 111 Sutter Street, which was acquired in February 2019 (primarily related to depreciation and amortization expense), and (ii) $1,691,000 of lower income from 712 Fifth Avenue, resulting from lower cash distributions in the three months ended June 30, 2019 (since we only recognize earnings from 712 Fifth Avenue to the extent we receive cash distribution from the joint venture).

~~Loss~~Income from unconsolidated real estate funds was ~~$268,000~~$65,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to a loss of $80,000 for the six months ended June 30, 2018, ~~compared to $6,053,000 for the nine months ended September 30, 2017, a decrease~~as increase in income of ~~$5,785,000. This decrease was primarily due to a reversal of carried interest in the nine months ended September 30, 2017 of $5,590,000.~~$145,000.

Interest and other income was ~~$6,888,000~~$6,483,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to $4,110,000 for the six months ended June 30, 2018, ~~compared to a loss of $11,982,000 for the nine months ended September 30, 2017,~~ an increase ~~in income~~ of ~~$18,870,000.~~$2,373,000. This increase resulted from:

Interest and debt expense was ~~$109,996,000~~$74,137,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to $72,891,000 for the six months ended June 30, 2018, ~~compared to $107,568,000 for the nine months ended September 30, 2017,~~ an increase ~~in expense~~ of ~~$2,428,000.~~$1,246,000. This increase resulted ~~from:~~

Loss on early extinguishment of debt was $7,877,000 for the nine months ended September 30, 2017 and represents costs related to (i) the early repayment of One Market Plaza’s debt in January 2017, in connection with its refinancing and (ii) the early repayment ofvariable rate debt at ~~1899 Pennsylvania~~1301 Avenue of the Americas and ~~Liberty Place in May 2017.~~1633 Broadway.

In the ~~nine~~six months ended ~~September~~June 30, 2018, we ~~recognized a $36,845,000 gain on sale~~wrote down the value of certain real estate ~~comprised of (i)~~assets in our Washington, D.C. portfolio. Accordingly, we recorded a $35,836,000 gain on sale of 2099 Pennsylvania Avenue, which was sold for $219,900,000 in August 2018 and (ii) a $1,009,000 gain on sale of 425 Eye Street, which was sold for $157,000,000 in September 2018. In the nine months ended September 30, 2017, we recognized a $133,989,000 gain on sale of$46,000,000 real estate ~~comprised~~impairment loss based on the excess of ~~(i) an $110,583,000 gain on sale of Waterview, which was sold for $460,000,000 in May 2017 and (ii) a $23,406,000 gain on sale of an 80.0% equity interest in One Steuart Lane in May 2017.~~the carrying value over the estimated fair value.

Unrealized gain on interest rate swaps was $1,802,000 for the nine months ended September 30, 2017 and represents gains relating to swaps aggregating $840,000,000 on One Market Plaza that were settled upon the refinancing in January 2017.

Income tax expense was ~~$2,171,000~~$1,406,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to $357,000 for the six months ended June 30, 2018, ~~compared to $4,242,000 for the nine months ended September 30, 2017, a decrease~~an increase of ~~$2,071,000. This decrease~~$1,049,000. The increase was primarily due to higher income on our taxable ~~income in the nine months ended September 30, 2017, partially offset by $1,248,000 of “sting” taxes in connection with the sale of real estate in the nine months ended September 30, 2018.~~REIT subsidiaries.

Net Income ~~(Loss)~~ Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interest in consolidated joint ventures was ~~$5,520,000~~$5,202,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to $2,807,000 for the six months ended June 30, 2018, ~~compared to net loss of $11,029,000 for the nine months ended September 30, 2017,~~ an increase ~~in income allocated to noncontrolling interests in consolidated joint ventures~~ of ~~$16,549,000.~~ $2,395,000. This increase resulted from:

Net Income Attributable to Noncontrolling Interests in Consolidated Real Estate Fund

Net income attributable to noncontrolling interests in consolidated real estate fund was ~~$668,000~~$147,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to $582,000 for the six months ended June 30, 2018, ~~compared to $20,195,000 for the nine months ended September 30, 2017,~~ a decrease ~~in income~~ ~~attributable to the noncontrolling interests~~ of ~~$19,527,000. This decrease was primarily due to noncontrolling interests share of the gain on the sale of an 80.0% equity interest in One Steuart Lane in May 2017.~~$435,000.

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

Net income attributable to noncontrolling interests in Operating Partnership was ~~$381,000~~$661,000 for the ~~nine~~six months ended ~~September~~June 30, 2019, compared to net loss attributable to noncontrolling interests in Operating Partnership of $3,550,000 for the six months ended June 30, 2018, ~~compared to $12,068,000 for the nine months ended September 30, 2017, a decrease~~an increase in income attributable to noncontrolling interests of ~~$11,687,000.~~$4,211,000. This ~~decrease~~increase resulted from ~~a lower~~higher net income subject to allocation to the unitholders of the Operating Partnership for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~ 2019.

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, ~~2018,~~2019, we had ~~$1.570~~$1.14 billion of liquidity comprised of ~~$538,725,000~~$283,485,000 of cash and cash equivalents, ~~$30,902,000~~$22,894,000 of restricted cash and ~~$1.0 billion~~$830,000,000 of borrowing capacity under our revolving credit facility. As of ~~September~~June 30, ~~2018,~~2019, our outstanding consolidated debt aggregated ~~$3.6~~$3.77 billion,~~. We had no amounts~~ including $170,000,000 outstanding under our revolving credit facility ~~as of September 30, 2018 and none~~. None of our debt matures until 2021.We may refinance 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.

~~On January 10, 2018, we amended and restated the credit agreement governing our revolving credit facility. The maturity date of the~~Our $1.0 billion revolving credit facility ~~was extended from November 2018 to~~matures in January 2022 ~~with~~and has two six-month extension ~~options, and the capacity was increased to $1.0 billion from $800,000,000.~~options. The interest rate on the ~~extended~~ facility, at current leverage levels, ~~was lowered by 10 basis points from LIBOR plus 125 basis points to~~is LIBOR plus 115 basis points and ~~the facility fee was reduced by 5~~has a 20 basis points ~~from 25 basis points to 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.~~covenants

On ~~September~~June 14, ~~2018,~~2019, we declared a regular quarterly cash dividend of $0.10 per share of common stock for the ~~third~~second quarter ending ~~September~~June 30, ~~2018,~~2019, which was paid on ~~October~~July 15, ~~2018~~2019 to stockholders of record as of the close of business on ~~September~~June 28, ~~2018.~~2019. This dividend policy, if continued, would require us to pay out approximately ~~$26,300,000~~$26,000,000 each quarter to common stockholders and unitholders.

As of ~~September~~June 30, ~~2018,~~2019, our unconsolidated joint ventures had ~~$896,700,000~~$1.03 billion of outstanding indebtedness, of which our share was ~~$180,869,000.~~$248,410,000. 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; 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. ~~Prior to February 16, 2018, we believed~~We believe, after consultation with legal counsel that the likelihood of a loss related to these assessments was remote. On February 16, 2018, the New York City Tax Appeals Tribunal issued a decision against a publicly traded REIT in a case interpreting the same provisions of the transfer tax statute, on similar but distinguishable facts. As a result, after consultation with legal counsel, we now believe the likelihood of 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 ~~$38,900,000.~~$41,600,000. 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 ~~$569,627,000~~$306,379,000 and $365,409,000 as of June 30, 2019 and December 31, 2018, respectively, and $266,285,000 and $250,425,000 as of ~~September~~June 30, 2018 and December 31, 2017, respectively. Cash and cash equivalents and restricted cash decreased by $59,030,000 for the six months ended June 30, 2019 and increased by $15,860,000 for the six months ended June 30, 2018. The following table sets forth the changes in cash flow.

~~Nine~~Six months ended ~~September~~June 30, ~~2018~~2019 – We generated ~~$134,168,000~~$106,813,000 of cash from operating activities for the ~~nine~~six months ended ~~September~~June 30, 2019, primarily from (i) $126,691,000 of net income (before $114,517,000 of noncash adjustments), (ii) $3,117,000 of distributions from unconsolidated joint ventures and real estate funds, (iii) $2,339,000 from the receipt of accrued interest on preferred equity investment, offset by (iv) $25,334,000 of net changes in operating assets and liabilities. Noncash adjustments of $114,517,000 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.

Six months ended June 30, 2018 – We generated $106,511,000 of cash from operating activities for the six months ended June 30, 2018, primarily from (i) ~~$176,167,000~~$117,453,000 of net income (before ~~$156,614,000~~$105,316,000 of noncash adjustments and a $46,000,000 of real estate impairment ~~loss and $36,845,000 of gain on sale of real estate) and~~loss), (ii) ~~$5,142,000~~$1,305,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$47,141,000~~$12,247,000 of net changes in operating assets and liabilities. Noncash adjustments of ~~$156,614,000~~$105,316,000 were primarily comprised of depreciation and amortization, straight-lining of rental income, amortization of above and below market leases and amortization of stock-based compensation.

~~Nine months ended September 30, 2017~~ – We generated $102,071,000 of cash from operating activities for the nine months ended September 30, 2017, primarily from (i) $149,199,000 of net income (before $168,780,000 of noncash adjustments and $133,989,000 of gain on sale of real estate) and (ii) $3,655,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) $50,783,000 of net changes in operating assets and liabilities. Noncash adjustments of $168,780,000 were primarily comprised of depreciation and amortization, income from unconsolidated joint ventures, straight-lining of rental income, amortization of above and below market leases, impairment loss on preferred equity investment and amortization of stock-based compensation.

~~Nine~~Six months ended ~~September~~June 30, ~~2018~~2019 – We ~~generated $223,127,000~~used $256,984,000 of cash ~~from~~for investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, primarily due to (i) $170,000,000 for net amounts due from ~~(i) $349,013,000~~affiliates, (ii) $52,525,000 for investments in and contributions of ~~proceeds from the sales of real estate, (ii) $3,160,000 from the net sales of marketable securities (which are held in our deferred compensation plan), partially offset by,~~capital to unconsolidated joint ventures, (iii) ~~$85,621,000~~$50,766,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements and (iv) ~~$25,491,000~~$20,000,000 for ~~investments~~real estate acquisition deposit, partially offset by (v) $33,750,000 from the redemption of a preferred equity investment, (vi) $1,540,000 from the net sales of marketable securities (which are held in ~~unconsolidated joint ventures, (v) $15,680,000 for escrow deposits~~our deferred compensation plan), and ~~loans receivable for RDF and (vi) $2,254,000 for contributions to~~(vii) $1,017,000 of net distributions from our unconsolidated real estate funds.

~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2018 – We ~~generated $321,789,000~~used $80,960,000 of cash ~~from~~for investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, primarily ~~from~~due to (i) $540,333,000 of proceeds from the sales of real estate and (ii) $33,059,000 of net distributions from unconsolidated joint ventures and real estate funds, partially offset by, (iii) $161,184,000 for acquisition of real estate, (iv) $59,255,000$51,610,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, ~~(v) $28,886,000~~(ii) $17,137,000 for investments in unconsolidated joint ventures, (iii) $15,680,000 for escrow deposits and ~~(vi) $2,278,000~~loans receivable for RDF, partially offset by (iv) $3,113,000 from the net ~~purchases of~~sales and marketable securities (which are held in our deferred compensation plan). and (v) $354,000 of net distributions from our unconsolidated joint ventures and real estate funds.

~~Nine~~Six months ended ~~September~~June 30, 2019 – We generated $91,141,000 of cash from financing activities for the six months ended June 30, 2019, primarily from (i) $170,000,000 of borrowings under the revolving credit facility and (ii) $14,966,000 of contributions from noncontrolling interests, partially offset by (iii) $51,851,000 for dividends and distributions paid to common stockholders and unitholders, (iv) $34,919,000 for distributions to noncontrolling interests, (v) $6,488,000 for the repurchases of common shares, (vi) $307,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and (vii) $260,000 for the payment of debt issuance costs.

Six months ended June 30, 2018– We used ~~$38,093,000~~$9,691,000 of cash for financing activities for the ~~nine~~six months ended ~~September~~June 30, 2018, primarily due to (i) ~~$78,458,000~~$51,837,000 for dividends and distributions paid to common stockholders and unitholders, (ii) ~~$10,583,000 for distributions to noncontrolling interests, (iii)~~ $6,351,000 for the payment of debt issuance costs and ~~(iv) $3,569,000~~(iii) $4,118,000 for ~~the repurchase of common shares,~~distributions to noncontrolling interests, partially offset by, ~~(v) $44,381,000~~(iv) $36,128,000 of contributions from noncontrolling interests, and ~~(vi)~~(v) $16,700,000 of proceeds from notes and mortgages payable.

~~Nine months ended September 30, 2017~~ – We used $398,851,000 of cash for financing activities for the nine months ended September 30, 2017, primarily due to (i) $1,044,821,000 for repayment of notes and mortgages payable and $7,877,000 for the loss on early extinguishment of debt, primarily for the early repayments of One Market Plaza, 1899 Pennsylvania Avenue and Liberty Place loans, (ii) $290,000,000 for repayments of the amounts borrowed under the revolving credit facility (iii) $115,549,000 for distributions to noncontrolling interests, (iv) $75,569,000 for dividends and distributions paid tocommon stockholders and unitholders, (v) $19,425,000 for the settlement of swap liabilities and (vi) $7,344,000 for the payment of debt issuance costs, partially offset by, (vii) $991,556,000 of proceeds from notes and mortgages payable, primarily from the refinancing of One Market Plaza, (viii) $100,777,000 of contributions from noncontrolling interests, primarily from the acquisition of 50 Beale Street, (ix) $60,000,000 of borrowings under the revolving credit facility and (x) $9,555,000 from the refund of transfer taxes.

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 ~~property-related~~rental revenue (which includes ~~rental income,~~property rentals, tenant ~~reimbursement income,~~reimbursements and lease termination ~~income~~income) and certain other ~~income)~~property-related revenue less operating expenses (which includes ~~building~~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, ~~net,~~ including our share of such adjustments of unconsolidated joint ventures. In addition, we present ~~our~~PGRE'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 ~~the~~ property level.

The following tables present reconciliations of our net income (loss) to NOI and Cash NOI for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~2018.

For the Three Months Ended September 30, 2018

(Amounts in thousands)
Total

New York

Washington, D.C.

San Francisco

Other

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

Net income (loss)
$
44,261

$
8,464

$
41,026

$
8,856

$
(14,085
)
Add (subtract) adjustments to arrive at NOI
   and Cash NOI:

Depreciation and amortization

64,610

38,687

3,903

21,324

696

General and administrative

14,452

-

-

-

14,452

Interest and debt expense

37,105

23,573

-

12,383

1,149

Transaction related costs

450

-

-

-

450

Income tax expense

1,814

-

-

2

1,812

NOI from unconsolidated joint ventures

4,448

4,356

-

-

92

Income from unconsolidated joint ventures

(472
)

(442
)

-

-

(30
)
Loss from unconsolidated real estate funds

188

-

-

-

188

Fee income

(4,079
)

-

-

-

(4,079
)
Interest and other income, net

(2,778
)

-

(181
)

(203
)

(2,394
)
Gain on sale of real estate

(36,845
)

-

(36,845
)

-

-

NOI

123,154

74,638

7,903

42,362

(1,749
)
Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(18,303
)

-

-

(18,303
)

-

Consolidated real estate fund

7

-

-

-

7

Paramount’s share of NOI
$
104,858

$
74,638

$
7,903

$
24,059

$
(1,742
)

NOI
$
123,154

$
74,638

$
7,903

$
42,362

$
(1,749
)
Less:

Straight-line rent adjustments (including our

share of unconsolidated joint ventures)

(15,752
)

(9,254
)

(2,184
)

(4,292
)

(22
)
Amortization of above and below-market leases, net
   (including our share of unconsolidated joint ventures)

(3,724
)

534

(330
)

(3,928
)

-

Cash NOI

103,678

65,918

5,389

34,142

(1,771
)
Less Cash NOI attributable to noncontrolling
   interests in:

Consolidated joint ventures

(14,968
)

-

-

(14,968
)

-

Consolidated real estate fund

7

-

-

-

7

Paramount’s share of Cash NOI
$
88,717

$
65,918

$
5,389

$
19,174

$
(1,764
)

For the Three Months Ended September 30, 2017

(Amounts in thousands)
Total

New York

Washington, D.C.

San Francisco

Other

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

Net (loss) income
$
(25,403
)
$
2,870

$
3,698

$
1,114

$
(33,085
)
Add (subtract) adjustments to arrive at NOI
   and Cash NOI:

Depreciation and amortization

66,515

38,040

5,417

22,586

472

General and administrative

14,470

-

-

-

14,470

Interest and debt expense

35,733

22,562

-

12,026

1,145

Transaction related costs

274

-

-

-

274

Income tax (benefit) expense

(1,010
)

-

-

1

(1,011
)
NOI from unconsolidated joint ventures

4,993

4,815

-

-

178

Income from unconsolidated joint ventures

(671
)

(551
)

-

-

(120
)
Loss from unconsolidated real estate funds

3,930

-

-

-

3,930

Fee income

(5,834
)

-

-

-

(5,834
)
Interest and other loss (income), net

17,668

(37
)

(16
)

(133
)

17,854

NOI

110,665

67,699

9,099

35,594

(1,727
)
Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(15,307
)

-

-

(15,307
)

-

Consolidated real estate fund

(21
)

-

-

-

(21
)
Paramount’s share of NOI
$
95,337

$
67,699

$
9,099

$
20,287

$
(1,748
)

NOI
$
110,665

$
67,699

$
9,099

$
35,594

$
(1,727
)
Less:

Straight-line rent adjustments (including our

share of unconsolidated joint ventures)

(11,402
)

(8,455
)

106

(3,025
)

(28
)
Amortization of above and below-market leases, net
   (including our share of unconsolidated joint ventures)

(3,017
)

1,060

(547
)

(3,530
)

-

Cash NOI

96,246

60,304

8,658

29,039

(1,755
)
Less Cash NOI attributable to noncontrolling
   interests in:

Consolidated joint ventures

(12,412
)

-

-

(12,412
)

-

Consolidated real estate fund

(21
)

-

-

-

(21
)
Paramount’s share of Cash NOI
$
83,813

$
60,304

$
8,658

$
16,627

$
(1,776
)

	For the Nine Months Ended September 30, 2018															For the Three Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			Washington, D.C.			San Francisco			Other			Total			New York			San Francisco			Washington, D.C.		Other
Reconciliation of net income (loss) to
NOI and Cash NOI:
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	10,398		$	25,058		$	3,277		$	21,763		$	(39,700	)	$	5,174		$	9,196		$	8,097		$	2,056	$	(14,175	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		194,541			115,242			14,955			62,393			1,951			62,625			39,926			19,545			2,348		806
General and administrative		44,278			-			-			-			44,278			17,695			-			-			-		17,695
Interest and debt expense		109,996			69,585			-			36,823			3,588			37,213			23,883			12,273			-		1,057
Transaction related costs		863			-			-			-			863
Income tax expense		2,171			-			-			10			2,161			268			-			13			-		255
NOI from unconsolidated joint ventures		13,757			13,514			-			-			243			4,185			2,886			1,213			-		86
Income from unconsolidated joint ventures		(2,931	)		(2,875	)		-			-			(56	)
Loss from unconsolidated real estate funds		268			-			-			-			268
Fee income		(12,953	)		-			-			-			(12,953	)		(4,213	)		-			-			-		(4,213	)
Interest and other income, net		(6,888	)		-			(181	)		(548	)		(6,159	)		(2,583	)		-			(225	)		-		(2,358	)
Real estate impairment loss		46,000			-			46,000			-			-
Gain on sale of real estate		(36,845	)		-			(36,845	)		-			-
Other, net																	619			(768	)		1,249			-		138
NOI		362,655			220,524			27,206			120,441			(5,516	)		120,983			75,123			42,165			4,404		(709	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(50,991	)		-			-			(50,991	)		-			(17,839	)		-			(17,839	)		-		-
Consolidated real estate fund		20			-			-			-			20			(6	)		-			-			-		(6	)
Paramount’s share of NOI	$	311,684		$	220,524		$	27,206		$	69,450		$	(5,496	)
Paramount's share of NOI																$	103,138		$	75,123		$	24,326		$	4,404	$	(715	)

NOI	$	362,655		$	220,524		$	27,206		$	120,441		$	(5,516	)	$	120,983		$	75,123		$	42,165		$	4,404	$	(709	)
Less:
Straight-line rent adjustments (including our
share of unconsolidated joint ventures)		(45,802	)		(30,259	)		(1,822	)		(13,736	)		15
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)																	(10,857	)		(9,225	)		(1,690	)		80		(22	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(12,122	)		1,624			(1,427	)		(12,319	)		-			(2,725	)		480			(3,225	)		20		-
Cash NOI		304,731			191,889			23,957			94,386			(5,501	)		107,401			66,378			37,250			4,504		(731	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(41,599	)		-			-			(41,599	)		-			(15,583	)		-			(15,583	)		-		-
Consolidated real estate fund		20			-			-			-			20			(6	)		-			-			-		(6	)
Paramount’s share of Cash NOI	$	263,152		$	191,889		$	23,957		$	52,787		$	(5,481	)


Paramount's share of Cash NOI																$	91,812		$	66,378		$	21,667		$	4,504	$	(737	)

For the Nine Months Ended September 30, 2017

(Amounts in thousands)
Total

New York

Washington, D.C.

San Francisco

Other

Reconciliation of net income (loss) to

NOI and Cash NOI:

Net income (loss)
$
114,408

$
23,921

$
122,237

$
4,942

$
(36,692
)
Add (subtract) adjustments to arrive at NOI
and Cash NOI:

Depreciation and amortization

198,143

115,134

16,031

65,364

1,614

General and administrative

44,624

-

-

-

44,624

Interest and debt expense

107,568

66,754

2,724

32,983

5,107

Loss on early extinguishment of debt

7,877

-

5,162

2,715

-

Transaction related costs

1,051

-

-

-

1,051

Income tax expense

4,242

-

-

9

4,233

NOI from unconsolidated joint ventures

14,774

14,406

-

-

368

Income from unconsolidated joint ventures

(19,143
)

(18,949
)

-

-

(194
)
Loss from unconsolidated real estate funds

6,053

-

-

-

6,053

Fee income

(19,838
)

-

-

-

(19,838
)
Interest and other loss (income), net

11,982

(98
)

(36
)

(202
)

12,318

Gain on sale of real estate

(133,989
)

-

(110,583
)

-

(23,406
)
Unrealized gain on interest rate swaps

(1,802
)

-

-

(1,802
)

-

NOI

335,950

201,168

35,535

104,009

(4,762
)
Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(39,536
)

-

-

(39,536
)

-

Consolidated real estate fund

(507
)

-

-

-

(507
)
Paramount’s share of NOI
$
295,907

$
201,168

$
35,535

$
64,473

$
(5,269
)

NOI
$
335,950

$
201,168

$
35,535

$
104,009

$
(4,762
)
Less:

Straight-line rent adjustments (including our

share of unconsolidated joint ventures)

(44,121
)

(29,968
)

(1,290
)

(12,868
)

5

Amortization of above and below-market leases, net

(13,716
)

4,017

(1,644
)

(16,089
)

-

Cash NOI

278,113

175,217

32,601

75,052

(4,757
)
Less Cash NOI attributable to noncontrolling
interests in:

Consolidated joint ventures

(29,240
)

-

-

(29,240
)

-

Consolidated real estate fund

(507
)

-

-

-

(507
)
Paramount’s share of Cash NOI
$
248,366

$
175,217

$
32,601

$
45,812

$
(5,264
)

	For the Three Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(36,578	)	$	11,115		$	7,998		$	(41,841	)	$	(13,850	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		64,775			38,369			20,206			5,540			660
General and administrative		17,195			-			-			-			17,195
Interest and debt expense		36,809			23,266			12,273			-			1,270
Income tax (benefit) expense		(120	)		-			5			-			(125	)
NOI from unconsolidated joint ventures		4,569			4,493			-			-			76
Fee income		(5,409	)		-			-			-			(5,409	)
Interest and other income, net		(2,094	)		-			(186	)		-			(1,908	)
Real estate impairment loss		46,000			-			-			46,000			-
Other, net		(2,214	)		(2,506	)		-			-			292
NOI		122,933			74,737			40,296			9,699			(1,799	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(16,674	)		-			(16,674	)		-			-
Consolidated real estate fund		(13	)		-			-			-			(13	)
Paramount's share of NOI	$	106,246		$	74,737		$	23,622		$	9,699		$	(1,812	)

NOI	$	122,933		$	74,737		$	40,296		$	9,699		$	(1,799	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(16,853	)		(11,497	)		(5,536	)		204			(24	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(4,141	)		533			(4,124	)		(550	)		-
Cash NOI		101,939			63,773			30,636			9,353			(1,823	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(13,438	)		-			(13,438	)		-			-
Consolidated real estate fund		(13	)		-			-			-			(13	)
Paramount's share of Cash NOI	$	88,488		$	63,773		$	17,198		$	9,353		$	(1,836	)

	For the Six Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.		Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	12,174		$	18,273		$	16,134		$	4,162	$	(26,395	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		125,714			79,950			39,436			4,725		1,603
General and administrative		35,138			-			-			-		35,138
Interest and debt expense		74,137			47,626			24,439			-		2,072
Income tax expense		1,406			-			19			-		1,387
NOI from unconsolidated joint ventures		9,596			7,543			1,913			-		140
Fee income		(10,212	)		-			-			-		(10,212	)
Interest and other income, net		(6,483	)		-			(359	)		-		(6,124	)
Other		2,336			(619	)		2,121			-		834
NOI		243,806			152,773			83,703			8,887		(1,557	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(35,748	)		-			(35,748	)		-		-
Consolidated real estate fund		23			-			-			-		23
Paramount's share of NOI	$	208,081		$	152,773		$	47,955		$	8,887	$	(1,534	)

NOI	$	243,806		$	152,773		$	83,703		$	8,887	$	(1,557	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(22,635	)		(18,549	)		(4,302	)		171		45
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(5,945	)		955			(6,940	)		40		-
Cash NOI		215,226			135,179			72,461			9,098		(1,512	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(30,368	)		-			(30,368	)		-		-
Consolidated real estate fund		23			-			-			-		23
Paramount's share of Cash NOI	$	184,881		$	135,179		$	42,093		$	9,098	$	(1,489	)

	For the Six Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(33,863	)	$	16,594		$	12,907		$	(37,749	)	$	(25,615	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		129,931			76,555			41,069			11,052			1,255
General and administrative		29,826			-			-			-			29,826
Interest and debt expense		72,891			46,012			24,440			-			2,439
Income tax expense		357			-			8			-			349
NOI from unconsolidated joint ventures		9,309			9,158			-			-			151
Fee income		(8,874	)		-			-			-			(8,874	)
Interest and other loss income, net		(4,110	)		-			(345	)		-			(3,765	)
Real estate impairment loss		46,000			-			-			46,000			-
Other, net		(1,966	)		(2,433	)		-			-			467
NOI		239,501			145,886			78,079			19,303			(3,767	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(32,688	)		-			(32,688	)		-			-
Consolidated real estate fund		13			-			-			-			13
Paramount's share of NOI	$	206,826		$	145,886		$	45,391		$	19,303		$	(3,754	)

NOI	$	239,501		$	145,886		$	78,079		$	19,303		$	(3,767	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(30,050	)		(21,005	)		(9,444	)		362			37
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(8,398	)		1,090			(8,391	)		(1,097	)		-
Cash NOI		201,053			125,971			60,244			18,568			(3,730	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(26,631	)		-			(26,631	)		-			-
Consolidated real estate fund		13			-			-			-			13
Paramount's share of Cash NOI	$	174,435		$	125,971		$	33,613		$	18,568		$	(3,717	)

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 six months June 30, 2019 and ~~nine months September 30, 2018 and 2017.~~2018. These metrics are used to measure the operating performance of our properties 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, ~~bad debt expense~~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-lining of rental revenue~~straight-line rent adjustments and the amortization of above and below-market leases.

For the Three Months Ended September 30, 2018

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of NOI for the three

months ended September 30, 2018⁽¹⁾

$
104,858

$
74,638

$
7,903

$
24,059

$
(1,742
)

Acquisitions ⁽²⁾

(587
)

-

-

(587
)

-

Dispositions

-

-

-

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(506
)

(28
)

-

(478
)

-

Other, net

56

52

-

4

-

Paramount’s share of Same Store NOI for

the three months ended September 30, 2018

$
103,821

$
74,662

$
7,903

$
22,998

$
(1,742
)

For the Three Months Ended September 30, 2017

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of NOI for the three

months ended September 30, 2017⁽¹⁾

$
95,337

$
67,699

$
9,099

$
20,287

$
(1,748
)

Acquisitions

-

-

-

-

-

Dispositions ⁽³⁾

(1,208
)

-

(1,208
)

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(886
)

(665
)

-

(221
)

-

Other, net

241

208

-

39

(6
)

Paramount’s share of Same Store NOI for

the three months ended September 30, 2017

$
93,484

$
67,242

$
7,891

$
20,105

$
(1,754
)

Increase in Same Store NOI

$
10,337

$
7,420

$
12

$
2,893

$
12

% Increase

11.1
%

11.0
%

0.2
%

14.4
%

	For the Three Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of NOI for the three
months ended June 30, 2019⁽¹⁾	$	103,138		$	75,123		$	24,326		$	4,404		$	(715	)
Acquisitions ⁽²⁾		(1,213	)		-			(1,213	)		-			-
Dispositions		-			-			-			-			-
Lease termination income (including our share
of unconsolidated joint ventures)		-			-			-			-			-
Other, net		91			114			(23	)		-			-
Paramount's share of Same Store NOI for
the three months ended June 30, 2019	$	102,016		$	75,237		$	23,090		$	4,404		$	(715	)

	For the Three Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of NOI for the three
months ended June 30, 2018⁽¹⁾	$	106,246		$	74,737		$	23,622		$	9,699		$	(1,812	)
Acquisitions		-			-			-			-			-
Dispositions ⁽³⁾		(4,925	)		-			-			(4,925	)		-
Lease termination income (including our share
of unconsolidated joint ventures)		(54	)		(54	)		-			-			-
Other, net		174			174			-			-			-
Paramount's share of Same Store NOI for
the three months ended June 30, 2018	$	101,441		$	74,857		$	23,622		$	4,774		$	(1,812	)



Increase (decrease) in Same Store NOI	$	575		$	380		$	(532	)	$	(370	)	$	1,097

% Increase (decrease)		0.6	%		0.5	%		(2.3	%)		(7.8	%)

For the Three Months Ended September 30, 2018

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount's share of Cash NOI for the three

months ended September 30, 2018 ⁽¹⁾

$
88,717

$
65,918

$
5,389

$
19,174

$
(1,764
)

Acquisitions ⁽²⁾

(458
)

-

-

(458
)

-

Dispositions

-

-

-

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(506
)

(28
)

-

(478
)

-

Other, net

56

52

-

4

-

Paramount's share of Same Store Cash NOI

for the three months ended September 30, 2018

$
87,809

$
65,942

$
5,389

$
18,242

$
(1,764
)

For the Three Months Ended September 30, 2017

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount's share of Cash NOI for the three

months ended September 30, 2017 ⁽¹⁾

$
83,813

$
60,304

$
8,658

$
16,627

$
(1,776
)

Acquisitions

-

-

-

-

-

Dispositions ⁽³⁾

(1,059
)

-

(1,059
)

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(886
)

(665
)

-

(221
)

-

Other, net

32

14

-

24

(6
)

Paramount's share of Same Store Cash NOI

for the three months ended September 30, 2017

$
81,900

$
59,653

$
7,599

$
16,430

$
(1,782
)

Increase in Same Store Cash NOI

$
5,909
⁽⁴⁾

$
6,289

$
(2,210
)⁽⁴⁾
$
1,812

$
18

% Increase (decrease)

7.2
%
⁽⁴⁾

10.5
%

(29.1
%)
⁽⁴⁾

11.0
%

	For the Three Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of Cash NOI for the three
months ended June 30, 2019 ⁽¹⁾	$	91,812		$	66,378		$	21,667		$	4,504		$	(737	)
Acquisitions ⁽²⁾		(951	)		-			(951	)		-			-
Dispositions		-			-			-			-			-
Lease termination income (including our share
of unconsolidated joint ventures)		-			-			-			-			-
Other, net		91			114			(23	)		-			-
Paramount's share of Same Store Cash NOI
for the three months ended June 30, 2019	$	90,952		$	66,492		$	20,693		$	4,504		$	(737	)

	For the Three Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of Cash NOI for the three
months ended June 30, 2018 ⁽¹⁾	$	88,488		$	63,773		$	17,198		$	9,353		$	(1,836	)
Acquisitions		-			-			-			-			-
Dispositions ⁽³⁾		(4,613	)		-			-			(4,613	)		-
Lease termination income (including our share
of unconsolidated joint ventures)		(54	)		(54	)		-			-			-
Other, net		174			174			-			-			-
Paramount's share of Same Store Cash NOI
for the three months ended June 30, 2018	$	83,995		$	63,893		$	17,198		$	4,740		$	(1,836	)



Increase (decrease) in Same Store Cash NOI	$	6,957		$	2,599		$	3,495		$	(236	)	$	1,099

% Increase (decrease)		8.3	%		4.1	%		20.3	%		(5.0	%)

For the Nine Months Ended September 30, 2018

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of NOI for the nine months

ended September 30, 2018 ⁽¹⁾

$
311,684

$
220,524

$
27,206

$
69,450

$
(5,496
)

Acquisitions ⁽²⁾

(5,254
)

(173
)

-

(5,081
)

-

Dispositions

-

-

-

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(750
)

(272
)

-

(478
)

-

Other, net

230

226

-

4

-

Paramount’s share of Same Store NOI for

the nine months ended September 30, 2018

$
305,910

$
220,305

$
27,206

$
63,895

$
(5,496
)

For the Nine Months Ended September 30, 2017

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of NOI for the nine months

ended September 30, 2017 ⁽¹⁾

$
295,907

$
201,168

$
35,535

$
64,473

$
(5,269
)

Acquisitions

-

-

-

-

-

Dispositions ⁽³⁾

(9,840
)

-

(9,840
)

-

-

Lease termination income (including our share
of unconsolidated joint ventures)

(1,993
)

(906
)

-

(1,087
)

-

Other, net

(544
)

238

-

(659
)

(123
)

Paramount’s share of Same Store NOI for

the nine months ended September 30, 2017

$
283,530

$
200,500

$
25,695

$
62,727

$
(5,392
)

Increase (decrease) in Same Store NOI

$
22,380
⁽⁴⁾
$
19,805

$
1,511

$
1,168
⁽⁴⁾
$
(104
)

% Increase

7.9
%
⁽⁴⁾

9.9
%

5.9
%

1.9
%
⁽⁴⁾

	For the Six Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of NOI for the six months
ended June 30, 2019 ⁽¹⁾	$	208,081		$	152,773		$	47,955		$	8,887		$	(1,534	)
Acquisitions ⁽²⁾		(1,913	)		-			(1,913	)		-			-
Dispositions		-			-			-			-			-
Lease termination income (including our share
of unconsolidated joint ventures)		(2,346	)		(2,346	)		-			-			-
Other, net		276			299			(23	)		-			-
Paramount's share of Same Store NOI for
the six months ended June 30, 2019	$	204,098		$	150,726		$	46,019		$	8,887		$	(1,534	)

	For the Six Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of NOI for the six months
ended June 30, 2018 ⁽¹⁾	$	206,826		$	145,886		$	45,391		$	19,303		$	(3,754	)
Acquisitions		-			-			-			-			-
Dispositions ⁽³⁾		(9,824	)		-			-			(9,824	)		-
Lease termination income (including our share of unconsolidated joint ventures)		(244	)		(244	)		-			-			-
Other, net		174			174			-			-			-
Paramount's share of Same Store NOI for
the six months ended June 30, 2018	$	196,932		$	145,816		$	45,391		$	9,479		$	(3,754	)



Increase (decrease) in Same Store NOI	$	7,166		$	4,910		$	628		$	(592	)	$	2,220

% Increase (decrease)		3.6	%		3.4	%		1.4	%		(6.2	%)

For the Nine Months Ended September 30, 2018

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of Cash NOI for the nine

months ended September 30, 2018 ⁽¹⁾

$
263,152

$
191,889

$
23,957

$
52,787

$
(5,481
)

Acquisitions ⁽²⁾

(4,188
)

(215
)

-

(3,973
)

-

Dispositions

-

-

-

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(750
)

(272
)

-

(478
)

-

Other, net

230

226

-

4

-

Paramount’s share of Same Store Cash NOI

for the nine months ended September 30, 2018

$
258,444

$
191,628

$
23,957

$
48,340

$
(5,481
)

For the Nine Months Ended September 30, 2017

(Amounts in thousands)

Total

New York

Washington, D.C.

San Francisco

Other

Paramount’s share of Cash NOI for the nine

months ended September 30, 2017 ⁽¹⁾

$
248,366

$
175,217

$
32,601

$
45,812

$
(5,264
)

Acquisitions

-

-

-

-

-

Dispositions ⁽³⁾

(9,691
)

-

(9,691
)

-

-

Lease termination income (including our share

of unconsolidated joint ventures)

(1,993
)

(906
)

-

(1,087
)

-

Other, net

(55
)

44

-

24

(123
)

Paramount’s share of Same Store Cash NOI

for the nine months ended September 30, 2017

$
236,627

$
174,355

$
22,910

$
44,749

$
(5,387
)

Increase (decrease) in Same Store Cash NOI

$
21,817
⁽⁴⁾

$
17,273

$
1,047
⁽⁴⁾

$
3,591

$
(94
)

% Increase

9.2
%
⁽⁴⁾

9.9
%

4.6
%
⁽⁴⁾

8.0
%

	For the Six Months Ended June 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of Cash NOI for the six
months ended June 30, 2019 ⁽¹⁾	$	184,881		$	135,179		$	42,093		$	9,098		$	(1,489	)
Acquisitions ⁽²⁾		(1,511	)		-			(1,511	)		-			-
Dispositions		-			-			-			-			-
Lease termination income (including our share
of unconsolidated joint ventures)		(2,346	)		(2,346	)		-			-			-
Other, net		276			299			(23	)		-			-
Paramount's share of Same Store Cash NOI
for the six months ended June 30, 2019	$	181,300		$	133,132		$	40,559		$	9,098		$	(1,489	)

	For the Six Months Ended June 30, 2018
(Amounts in thousands)	Total			New York			San Francisco			Washington, D.C.			Other
Paramount's share of Cash NOI for the six
months ended June 30, 2018 ⁽¹⁾	$	174,435		$	125,971		$	33,613		$	18,568		$	(3,717	)
Acquisitions		-			-			-			-			-
Dispositions ⁽³⁾		(9,205	)		-			-			(9,205	)		-
Lease termination income (including our share
of unconsolidated joint ventures)		(244	)		(244	)		-			-			-
Other, net		174			174			-			-			-
Paramount's share of Same Store Cash NOI
for the six months ended June 30, 2018	$	165,160		$	125,901		$	33,613		$	9,363		$	(3,717	)



Increase (decrease) in Same Store Cash NOI	$	16,140		$	7,231		$	6,946		$	(265	)	$	2,228

% Increase (decrease)		9.8	%		5.7	%		20.7	%		(2.8	%)

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 ~~GAAP~~ net income or loss, calculated in accordance with GAAP, adjusted to exclude ~~net gains~~depreciation and amortization from ~~sales of depreciated~~ real estate assets, impairment losses on ~~depreciable~~certain real estate assets and ~~depreciation and amortization expense~~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 income ~~(loss)~~ to FFO and Core FFO 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, except share and per share amounts)	(Amounts in thousands, except share and per share amounts)			2018			2017			2018			2017			2019			2018			2019			2018
Reconciliation of net income (loss) to FFO and Core FFO:	Reconciliation of net income (loss) to FFO and Core FFO:
Net income (loss)																$	5,174		$	(36,578	)	$	12,174		$	(33,863	)
Real estate depreciation and amortization (including our
share of unconsolidated joint ventures)																	66,069			66,711			132,134			133,871
Real estate impairment loss																	-			46,000			-			46,000
FFO																	71,243			76,133			144,308			146,008
Less FFO attributable to noncontrolling interests in:
Consolidated joint ventures																	(11,277	)		(10,840	)		(23,025	)		(21,047	)
Consolidated real estate fund																	(53	)		(152	)		(147	)		(582	)
Operating Partnership																	(5,705	)		(6,206	)		(11,703	)		(11,791	)
FFO attributable to common stockholders																$	54,208		$	58,935		$	109,433		$	112,588
Per diluted share																$	0.23		$	0.25		$	0.47		$	0.47
	Net income (loss)			$	44,261		$	(25,403	)	$	10,398		$	114,408
		Real estate depreciation and amortization (including our share
			of unconsolidated joint ventures)		66,533			68,523			200,404			204,023
		Real estate impairment loss			-			-			46,000			-
		Gain on sale of depreciable real estate			(36,845	)		-			(36,845	)		(110,583	)
	FFO				73,949			43,120			219,957			207,848
	Less FFO attributable to noncontrolling interests in:
		Consolidated joint ventures			(12,432	)		5,152			(33,479	)		(9,783	)
		Consolidated real estate fund			(86	)		(114	)		(668	)		(20,530	)
		Operating Partnership			(5,825	)		(4,628	)		(17,616	)		(20,098	)
	FFO attributable to common stockholders			$	55,606		$	43,530		$	168,194		$	157,437
	Per diluted share			$	0.23		$	0.18		$	0.70		$	0.67

	FFO			$	73,949		$	43,120		$	219,957		$	207,848
	Non-core items:
		"Sting" taxes in connection with the sale of real estate			1,248			-			1,248			-
		Transaction related costs			450			274			863			1,051
		Our share of earnings from 712 Fifth Avenue in excess of distributions received and (distributions in excess of earnings)			398			691			81			(14,381	)
		Realized and unrealized loss from unconsolidated real estate funds			270			4,034			475			6,281
		After-tax net gain on sale of residential condominium land parcel			-			-			-			(21,568	)
		Valuation allowance on preferred equity investment			-			19,588			-			19,588
		Loss on early extinguishment of debt			-			-			-			7,877
		Unrealized gain on interest rate swaps (including our
			share of unconsolidated joint ventures)		-			-			-			(2,750	)
	Core FFO				76,315			67,707			222,624			203,946
	Less Core FFO attributable to noncontrolling interests in:
		Consolidated joint ventures			(12,432	)		(9,656	)		(33,479	)		(25,057	)
		Consolidated real estate fund			(86	)		(114	)		(668	)		(242	)
		Operating Partnership			(6,049	)		(5,568	)		(17,867	)		(20,208	)
	Core FFO attributable to common stockholders			$	57,748		$	52,369		$	170,610		$	158,439
	Per diluted share			$	0.24		$	0.22		$	0.71		$	0.67
FFO																$	71,243		$	76,133		$	144,308		$	146,008
Non-core items:
Our share of distributions from 712 Fifth Avenue in
excess of earnings																	(1,331	)		(1,512	)		(61	)		(317	)
Other, net																	260			367			1,083			618
Core FFO																	70,172			74,988			145,330			146,309
Less Core FFO attributable to noncontrolling interests in:
Consolidated joint ventures																	(11,277	)		(10,840	)		(23,025	)		(21,047	)
Consolidated real estate fund																	(53	)		(152	)		(147	)		(582	)
Operating Partnership																	(5,603	)		(6,097	)		(11,806	)		(11,818	)
Core FFO attributable to common stockholders																$	53,239		$	57,899		$	110,352		$	112,862
Per diluted share																$	0.23		$	0.24		$	0.47		$	0.47

Reconciliation of weighted average shares outstanding:	Reconciliation of weighted average shares outstanding:
	Weighted average shares outstanding				240,447,921			239,445,810			240,365,882			235,151,398
	Effect of dilutive securities				41,217			24,653			25,302			26,285
	Denominator for FFO and Core FFO per diluted share				240,489,138			239,470,463			240,391,184			235,177,683
Weighted average shares outstanding																	234,329,904			240,336,485			233,877,117			240,324,183
Effect of dilutive securities																	25,960			17,229			31,119			20,525
Denominator for FFO and Core FFO per diluted share																	234,355,864			240,353,714			233,908,236			240,344,708

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, ~~2018.~~2019.

Property	Property	Rate	2018		2019		2020		2021		2022		Thereafter		Total		Fair Value		Property	Rate	2019		2020		2021		2022		2023		Thereafter		Total		Fair Value
(Amounts in thousands)	(Amounts in thousands)																		(Amounts in thousands)
Fixed Rate Debt:	Fixed Rate Debt:																		Fixed Rate Debt:
	1633 Broadway ⁽¹⁾	3.54%	$	-	$	-	$	-	$	-	$	1,000,000	$	-	$	1,000,000	$	1,019,844	1633 Broadway ⁽¹⁾	3.54%	$	-	$	-	$	-	$	1,000,000	$	-	$	-	$	1,000,000	$	1,012,883
	1301 Avenue of the Americas	3.05%		-		-		-		500,000		-		-		500,000		482,506	1301 Avenue of the Americas	3.05%		-		-		500,000		-		-		-		500,000		500,361
	31 West 52nd Street	3.80%		-		-		-		-		-		500,000		500,000		476,338	31 West 52nd Street	3.80%		-		-		-		-		-		500,000		500,000		515,404
	One Market Plaza	4.03%		-		-		-		-		-		975,000		975,000		966,115	One Market Plaza	4.03%		-		-		-		-		-		975,000		975,000		1,018,717
	50 Beale Street	3.65%		-		-		-		228,000		-		-		228,000		224,171	300 Mission Street	3.65%		-		-		228,000		-		-		-		228,000		231,049
Total Fixed Rate Debt	Total Fixed Rate Debt	3.66%	$	-	$	-	$	-	$	728,000	$	1,000,000	$	1,475,000	$	3,203,000	$	3,168,974	Total Fixed Rate Debt	3.66%	$	-	$	-	$	728,000	$	1,000,000	$	-	$	1,475,000	$	3,203,000	$	3,278,414

Variable Rate Debt:	Variable Rate Debt:																		Variable Rate Debt:
	1633 Broadway	3.85%	$	-	$	-	$	-	$	-	$	46,800	$	-	$	46,800	$	47,729	1633 Broadway	4.19%	$	-	$	-	$	-	$	46,800	$	-	$	-	$	46,800	$	47,403
	1301 Avenue of the Americas	3.93%		-		-		-		350,000		-		-		350,000		355,984	1301 Avenue of the Americas	4.30%		-		-		350,000		-		-		-		350,000		353,939
	$1.0 Billion Revolving Credit Facility	n/a		-		-		-		-		-		-		-		-	Revolving Credit Facility	3.67%		-		-		-		170,000		-		-		170,000		169,996
Total Variable Rate Debt	Total Variable Rate Debt	3.92%	$	-	$	-	$	-	$	350,000	$	46,800	$	-	$	396,800	$	403,713	Total Variable Rate Debt	4.10%	$	-	$	-	$	350,000	$	216,800	$	-	$	-	$	566,800	$	571,338

Total Consolidated Debt	Total Consolidated Debt	3.69%	$	-	$	-	$	-	$	1,078,000	$	1,046,800	$	1,475,000	$	3,599,800	$	3,572,687	Total Consolidated Debt	3.73%	$	-	$	-	$	1,078,000	$	1,216,800	$	-	$	1,475,000	$	3,769,800	$	3,849,752

In addition to the above, our unconsolidated joint ventures had ~~$896,700,000~~$1.03 billion of outstanding indebtedness as of ~~September~~June 30, ~~2018,~~2019, of which our share was ~~$180,869,000.~~$248,410,000.

The following table summarizes our fixed rate debt that has been swapped from floating rate to fixed as of ~~September~~June 30, ~~2018.~~2019.

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, 2018								As of December 31, 2017						As of June 30, 2019								As of December 31, 2018
(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		$	396,800		3.92	%	$	3,968		$	380,100		3.17	%		$	566,800		4.10	%	$	5,668		$	396,800		4.17	%
Fixed rate ⁽¹⁾			2,548,658		3.59	%		-			2,548,658		3.59	%			2,548,658		3.59	%		-			2,548,658		3.59	%
		$	2,945,458		3.63	%	$	3,968		$	2,928,758		3.54	%		$	3,115,458		3.68	%	$	5,668		$	2,945,458		3.67	%

Paramount's share of debt of non-consolidated entities (non-recourse):
Paramount's share of debt of non-consolidated entities
(non-recourse):
Variable rate		$	28,808		4.61	%	$	288		$	28,808		3.93	%		$	96,526		4.67	%	$	965		$	28,808		4.91	%
Fixed rate ⁽¹⁾			152,061		3.41	%		-			152,182		3.41	%
Fixed rate																	151,884		3.41	%		-			152,071		3.41	%
		$	180,869		3.60	%	$	288		$	180,990		3.49	%		$	248,410		3.90	%	$	965		$	180,879		3.65	%

Noncontrolling interests' in the Operating Partnership share of above	Noncontrolling interests' in the Operating Partnership share of above						$	(400	)						Noncontrolling interests' in the Operating Partnership share of above						$	(632	)
Total change in annual net income							$	3,856													$	6,001
Per diluted share							$	0.02													$	0.03

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, ~~2018,~~2019, 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, ~~2018,~~2019, 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.

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk 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 disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

~~None.~~During the three months ended June 30, 2019, we issued an aggregate of 57,143 shares of common stock in exchange for 57,143 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 August 1, 2017, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock from time to time, in the open market or in privately negotiated transactions. During ~~the three months ended September 30, 2018,~~2019, we repurchased ~~the following~~889,549 common shares ~~under the stock repurchase program.~~

~~Subsequent to the end~~for an aggregate price of ~~quarter and through October 31, 2018, we have repurchased an additional 3,206,379 shares at~~$12,166,000, or a weighted average price of ~~$14.49~~$13.68 per ~~share. Accordingly,~~share, including 474,500 shares that were purchased during the three months ended June 30, 2019. To date, we have repurchased 8,455,150 common shares for an aggregate price of ~~3,443,000 shares at~~$117,549,000, or a weighted average ~~share~~ price of ~~$14.53~~$13.92 per share ~~through October 31, 2018. As of November 1, 2018, we~~and have ~~$150,000,000~~$82,451,000 available for future ~~repurchases.~~repurchases under the 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 and general market conditions. 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 June 30, 2019.

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	The 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, ~~2018~~2019 and December 31, ~~2017~~2018	3

	Consolidated Statements of Income (Unaudited) for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2018~~2019 and ~~2017~~2018	4

	Consolidated Statements of Comprehensive Income (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	5

	Consolidated Statements of Changes in Equity (Unaudited) for the ~~nine~~three and six months ended ~~September~~June 30, ~~2018~~2019 and ~~201~~72018	6

	Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	78

	Notes to Consolidated Financial Statements (Unaudited)	910

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3229

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6557

Item 4.	Controls and Procedures	6759

Part II.	Other Information

Item 1.	Legal Proceedings	6860

Item 1A.	RiskFactors	6860

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6860

Item 3.	Defaults Upon Senior Securities	6961

Item 4.	Mine Safety Disclosures	6961

Item 5.	Other Information	6961

Item 6.	Exhibits	6961

Signatures		7163

(Amounts in thousands)	As of						As of
Balance Sheets:	September 30, 2018			December 31, 2017			June 30, 2019		December 31, 2018
Real estate, net	$	199,862		$	202,040		$	1,463,668	$	1,236,989
Intangible assets, net								97,811		97,658
Other assets		61,283			58,034			95,058		91,552
Total assets	$	261,145		$	260,074		$	1,656,537	$	1,426,199

Notes and mortgages payable, net	$	296,440		$	296,132		$	1,022,881	$	887,882
Intangible liabilities, net								5,277		-
Other liabilities		5,217			4,615			26,542		22,310
Total liabilities		301,657			300,747			1,054,700		910,192
Partners’ deficit		(40,512	)		(40,673	)
Total liabilities and partners’ deficit	$	261,145		$	260,074
Equity								601,837		516,007
Total liabilities and equity							$	1,656,537	$	1,426,199

	As of
(Amounts in thousands)	September 30, 2018		December 31, 2017
Balance Sheets:
Real estate investments	$	28,109	$	32,943
Cash and cash equivalents		144		138
Total assets	$	28,253	$	33,081

Other liabilities	$	1,171	$	1,058
Total liabilities		1,171		1,058
Equity		27,082		32,023
Total liabilities and equity	$	28,253	$	33,081

	As of						As of
(Amounts in thousands)	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Intangible assets:
Gross amount	$	518,207		$	553,063		$	503,333		$	515,889
Accumulated amortization		(230,985	)		(200,857	)		(264,007	)		(245,444	)
	$	287,222		$	352,206		$	239,326		$	270,445
Intangible liabilities:
Gross amount	$	186,550		$	205,101		$	179,430		$	185,191
Accumulated amortization		(84,271	)		(75,073	)		(94,899	)		(89,200	)
	$	102,279		$	130,028		$	84,531		$	95,991

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


(Amounts in thousands)		Paramount	As of						Paramount	As of
Our Share of Investments:		Ownership	September 30, 2018			December 31, 2017			Ownership	June 30, 2019		December 31, 2018
712 Fifth Avenue ⁽¹⁾		50.0%	$	-		$	-		50.0%	$	-	$	-
111 Sutter Street									49.0%		43,897		-
60 Wall Street ⁽²⁾		5.0%		23,121			25,083		5.0%		21,031		22,353
One Steuart Lane ⁽²⁾		25.0% ⁽³⁾		48,530	⁽⁴⁾		16,031		30.0% ⁽³⁾		69,346		52,923	⁽⁴⁾
Oder-Center, Germany ⁽²⁾		9.5%		3,604			3,648		9.5%		3,460		3,587
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures		$	75,255		$	44,762	Investments in unconsolidated joint ventures		$	137,734	$	78,863

(Amounts in thousands, except square feet)	Paramount	Dividend	Initial	As of
Preferred Equity Investment	Ownership	Rate	Maturity	September 30, 2018		December 31, 2017
470 Vanderbilt Avenue ⁽¹⁾	24.4%	10.3%	Feb-2019	$	35,983	$	35,817
2 Herald Square⁽²⁾	n/a	n/a	n/a		-		19,588
					35,983		55,405
Less: valuation allowance ⁽²⁾					-		(19,588	)
Total preferred equity investments, net				$	35,983	$	35,817

(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
2019	$	11,851	$	49,378
2020		6,654		38,738	$	6,292	$	38,324
2021		3,361		28,150		3,639		28,267
2022		892		23,598		1,173		23,758
2023		4,407		18,917		4,682		19,089
2024						5,692		14,661

	Fair Value as of
(Amounts in thousands)	September 30, 2018		December 31, 2017
Interest rate swap assets designated as cash flow hedges (included in “other assets”)	$	33,276	$	9,855

Interest rate swap liabilities designated as cash flow hedges (included in “other liabilities”)	$	-	$	317

(Amounts in thousands)
2019	$	330,437
2020		628,403
2021		615,150
2022		586,448
2023		557,032
2024		523,589
Thereafter		2,649,239
Total	$	5,890,298


							Acquisition
			Property		Asset		Disposition
(Amounts in thousands)	Total		Management		Management		and Leasing		Other
Accounts and other receivables:
Balance as of December 31, 2017	$	1,558	$	290	$	762	$	490	$	16
Balance as of September 30, 2018		1,882		472		894		490		26
Increase	$	324	$	182	$	132	$	-	$	10

(Amounts in thousands)
Total Assets as of:	Total		New York		Washington, D.C.		San Francisco		Other		Total		New York		San Francisco		Washington, D.C.		Other
September 30, 2018	$	8,941,237	$	5,573,623	$	444,154	$	2,406,334	$	517,126
December 31, 2017		8,917,661		5,511,061		693,408		2,421,173		292,019
June 30, 2019											$	8,853,875	$	5,532,532	$	2,446,639	$	301,326	$	573,378
December 31, 2018												8,755,978		5,583,022		2,388,094		305,980		478,882

Three Months Ended September 30, 2018				Total			New York			Washington, D.C.			San Francisco
	Total square feet leased				203,143			58,721			21,452			122,970
	Pro rata share of total square feet leased:				127,194			50,549			21,452			55,193
		Initial rent ⁽¹⁾		$	88.57		$	86.74		$	79.74		$	92.79
		Weighted average lease term (in years)			6.7			4.4			12.6			7.0

		Tenant improvements and leasing commissions:
			Per square foot	$	69.98		$	29.18		$	153.65		$	82.65
			Per square foot per annum	$	10.52		$	6.69		$	12.15		$	11.83
			Percentage of initial rent		11.9	%		7.7	%		15.2	%		12.7	%

		Rent concessions:
			Average free rent period (in months)		4.3			3.0			11.9			3.3
			Average free rent period per annum (in months)		0.6			0.7			0.9			0.5

		Second generation space: ⁽²⁾
		Square feet			101,850			50,045			5,409			46,396
		GAAP basis:
			Straight-line rent	$	89.61		$	81.99		$	-		$	97.82
			Prior straight-line rent	$	75.01		$	74.67		$	-		$	75.38
			Percentage increase		19.5	%		9.8	%		-			29.8	%
		Cash basis:
			Initial rent ⁽¹⁾	$	90.91		$	86.74		$	-		$	95.41
			Prior escalated rent ⁽³⁾	$	79.49		$	84.22		$	-		$	74.39
			Percentage increase		14.4	%		3.0	%		-			28.3	%

Nine Months Ended September 30, 2018				Total			New York			Washington, D.C.			San Francisco
	Total square feet leased				800,832			463,916			26,381			310,535
	Pro rata share of total square feet leased:				622,887			447,614			26,381			148,892
		Initial rent ⁽¹⁾		$	82.44		$	81.83		$	76.15		$	85.14
		Weighted average lease term (in years)			10.4			11.7			11.1			6.4

		Tenant improvements and leasing commissions:
			Per square foot	$	101.35		$	110.58		$	129.56		$	69.84
			Per square foot per annum	$	9.75		$	9.45		$	11.69		$	10.90
			Percentage of initial rent		11.8	%		11.5	%		15.3	%		12.8	%

		Rent concessions:
			Average free rent period (in months)		8.6			10.6			10.1			2.5
			Average free rent period per annum (in months)		0.8			0.9			0.9			0.4

		Second generation space: ⁽²⁾
		Square feet			350,711			231,730			7,076			111,905
		GAAP basis:
			Straight-line rent	$	84.16		$	81.85		$	-		$	88.89
			Prior straight-line rent	$	73.84		$	76.00		$	-		$	69.41
			Percentage increase		14.0	%		7.7	%		-			28.1	%
		Cash basis:
			Initial rent ⁽¹⁾	$	86.05		$	85.27		$	-		$	87.63
			Prior escalated rent ⁽³⁾	$	73.48		$	77.41		$	-		$	65.41
			Percentage increase		17.1	%		10.2	%		-			34.0	%

(Amounts in thousands)
Increase in the value of investments in our deferred compensation plan (which is offset by an increase in "general and administrative")	$	643
Other, net		(154	)
Total increase	$	489

(Amounts in thousands)
Higher interest on variable rate debt at 1301 Avenue of the Americas and 1633 Broadway	$	1,012
$228 million assumption of existing debt at 50 Beale Street upon acquisition in July 2017		358
Other, net		2
Total increase	$	1,372

(Amounts in thousands)
Valuation allowance on preferred equity investment in 2017	$	14,808
Higher income attributable to One Market Plaza and 50 Beale Street		2,137
Lower preferred equity investment income ($703 in 2018, compared to $718 in 2017)		(15	)
Total increase	$	16,930

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($410 in 2019, compared to a loss of $621 in 2018)	$	1,031
Other, net		(375	)
Total increase	$	656

(Amounts in thousands)
712 Fifth Avenue ($3,166 in 2018, compared to $19,030 in 2017)⁽¹⁾	$	(15,864	)
Other		(348	)
Total decrease	$	(16,212	)

(Amounts in thousands)
$228 million assumption of existing debt at 50 Beale Street upon acquisition in July 2017	$	4,519
Higher interest on variable rate debt at 1301 Avenue of the Americas and 1633 Broadway		2,812
$171 million of debt repayments at 1899 Pennsylvania Avenue and Liberty Place in May 2017		(2,724	)
Lower amounts outstanding under our revolving credit facility		(1,331	)
$975 million refinancing of One Market Plaza in January 2017		(767	)
Other, net		(81	)
Total increase	$	2,428

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($899 in 2019, compared to a loss of $1,692 in 2018)	$	2,591
Other, net		(196	)
Total increase	$	2,395

		Notional				Strike			Fair Value as of			Notional				Strike			Fair Value as of
Property		Amount		Effective Date	Maturity Date	Rate			September 30, 2018			Amount		Effective Date	Maturity Date	Rate			June 30, 2019
(Amounts in thousands)	(Amounts in thousands)										(Amounts in thousands)
1633 Broadway ⁽¹⁾		$	300,000	Dec-2015	Dec-2022		1.95	%	$	11,151		$	400,000	Dec-2015	Dec-2020		1.65	%	$	579
Total interest rate swap assets designated as cash flow hedges (included in "other assets")											Total interest rate swap assets designated as cash flow hedges (included in "other assets")								$	579

1633 Broadway ⁽¹⁾			300,000	Dec-2015	Dec-2021		1.82	%		9,720		$	300,000	Dec-2015	Dec-2021		1.82	%	$	(1,302	)
1633 Broadway ⁽¹⁾			400,000	Dec-2015	Dec-2020		1.65	%		10,020			300,000	Dec-2015	Dec-2022		1.95	%		(3,419	)
1633 Broadway ⁽¹⁾			400,000	Dec-2020	Dec-2021		2.35	%		2,385			400,000	Dec-2020	Dec-2021		2.35	%		(3,418	)
Total interest rate swap assets designated as cash flow hedges (included in “other assets”)									$	33,276
Total interest rate swap liabilities designated as cash flow hedges (included in "other liabilities")											Total interest rate swap liabilities designated as cash flow hedges (included in "other liabilities")								$	(8,139	)

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 2018		-	$	-		-	$	200,000,000
August 2018		-		-		-		200,000,000
September 2018		236,674		15.08		236,674		196,431,431

Exhibit Number		Exhibit Description


3.1		Second Amended and Restated Bylaws of Paramount Group, Inc., effective as of April 5, 2019, incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the SEC on April 9, 2019.
3.2		Second Articles of Amendment and Restatement of Paramount Group, Inc., effective May 17, 2019, incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on May 20, 2019.
10.1†		Amended and Restated Employment Agreement among Paramount Group, Inc., Paramount Group Operating Partnership, L.P. and Wilbur Paes, effective May 31, 2019, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on June 3, 2019.

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.INS*		~~XBRL Instance Document.~~

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: ~~November 5, 2018~~July 31, 2019	By:	/s/ Wilbur Paes
		Wilbur Paes
		Executive Vice President, Chief Financial Officer and Treasurer (duly authorized officer and principal financial and accounting officer)