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 ~~April~~October 15, 2020, there were ~~221,750,408~~220,161,745 shares of the registrant’s common stock outstanding.

(Amounts in thousands, except share, unit and per share amounts)	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
Assets
Real estate, at cost:
Land	$	1,966,237		$	1,966,237		$	1,966,237		$	1,966,237
Buildings and improvements		5,948,631			5,923,648			5,969,297			5,923,648
		7,914,868			7,889,885			7,935,534			7,889,885
Accumulated depreciation and amortization		(832,164	)		(790,216	)		(920,078	)		(790,216	)
Real estate, net		7,082,704			7,099,669			7,015,456			7,099,669
Cash and cash equivalents		377,689			306,215			515,942			306,215
Restricted cash		20,563			25,272			30,965			25,272
Investments in unconsolidated joint ventures		429,358			449,180			417,592			449,180
Investments in unconsolidated real estate funds		13,116			10,317			12,867			10,317
Accounts and other receivables		17,826			19,231			15,289			19,231
Due from affiliates		-			36,918			-			36,918
Deferred rent receivable		312,249			301,588			326,050			301,588
Deferred charges, net of accumulated amortization of $45,645 and $42,096		124,908			126,367
Intangible assets, net of accumulated amortization of $260,351 and $262,930		191,183			203,169
Deferred charges, net of accumulated amortization of $53,175 and $42,096								120,211			126,367
Intangible assets, net of accumulated amortization of $269,176 and $262,930								167,675			203,169
Assets related to discontinued operations		104,028			104,836			103,787			104,836
Other assets		80,632			51,373			80,660			51,373
Total assets ⁽¹⁾	$	8,754,256		$	8,734,135		$	8,806,494		$	8,734,135

Liabilities and Equity
Notes and mortgages payable, net of deferred financing costs of $24,032 and $25,792	$	3,788,684		$	3,783,851
Notes and mortgages payable, net of unamortized deferred financing costs of $20,490 and $25,792							$	3,798,944		$	3,783,851
Revolving credit facility		200,000			36,918			200,000			36,918
Accounts payable and accrued expenses		109,563			117,356			109,228			117,356
Dividends and distributions payable		24,342			25,255			24,173			25,255
Intangible liabilities, net of accumulated amortization of $95,831 and $100,881		69,752			73,789
Intangible liabilities, net of accumulated amortization of $102,492 and $100,881								61,485			73,789
Other liabilities		54,723			66,004			59,531			66,004
Total liabilities ⁽¹⁾		4,247,064			4,103,173			4,253,361			4,103,173
Commitments and contingencies
Paramount Group, Inc. equity:
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 221,750,408 and 227,432,030 shares in 2020 and 2019, respectively		2,219			2,274
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 220,545,325 and 227,432,030 shares in 2020 and 2019, respectively								2,205			2,274
Additional paid-in-capital		4,102,287			4,133,184			4,128,487			4,133,184
Earnings less than distributions		(368,767	)		(349,557	)		(426,238	)		(349,557	)
Accumulated other comprehensive loss		(13,478	)		(171	)		(14,208	)		(171	)
Paramount Group, Inc. equity		3,722,261			3,785,730			3,690,246			3,785,730
Noncontrolling interests in:
Consolidated joint ventures		359,120			360,778			436,576			360,778
Consolidated real estate fund		80,476			72,396			79,168			72,396
Operating Partnership (20,583,820 and 24,758,472 units outstanding)		345,335			412,058
Operating Partnership (20,756,618 and 24,758,472 units outstanding)								347,143			412,058
Total equity		4,507,192			4,630,962			4,553,133			4,630,962
Total liabilities and equity	$	8,754,256		$	8,734,135		$	8,806,494		$	8,734,135

							For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,						September 30,						September 30,
(Amounts in thousands, except share and per share amounts)	2020			2019			2020			2019			2020			2019
Revenues:
Rental revenue	$	175,425		$	175,341		$	165,420		$	181,115		$	504,834		$	530,500
Fee and other income		8,561			9,048			11,355			10,138			27,045			26,485
Total revenues		183,986			184,389			176,775			191,253			531,879			556,985
Expenses:
Operating		67,014			65,461			67,865			68,846			199,192			199,043
Depreciation and amortization		58,427			60,712			58,889			60,696			176,032			181,685
General and administrative		12,249			17,443			16,805			16,319			46,955			51,457
Transaction related costs		203			736			81			786			542			1,704
Total expenses		137,893			144,352			143,640			146,647			422,721			433,889
Other income (expense):
Loss from unconsolidated joint ventures		(4,221	)		(1,027	)		(4,268	)		(1,332	)		(14,444	)		(2,815	)
Income from unconsolidated real estate funds		52			46
Interest and other (loss) income, net		(996	)		3,900
(Loss) income from unconsolidated real estate funds								(56	)		206			85			271
Interest and other income, net								1,104			1,222			2,360			7,705
Interest and debt expense		(36,619	)		(36,924	)		(35,792	)		(37,325	)		(108,420	)		(111,462	)
Income from continuing operations, before income taxes		4,309			6,032
Income tax expense		(604	)		(1,138	)
Income from continuing operations, net		3,705			4,894
(Loss) income from continuing operations, before income taxes								(5,877	)		7,377			(11,261	)		16,795
Income tax (expense) benefit								(393	)		583			(1,135	)		(823	)
(Loss) income from continuing operations, net								(6,270	)		7,960			(12,396	)		15,972
Income from discontinued operations, net		1,521			2,106			2,147			3,040			5,815			7,202
Net income		5,226			7,000
Net (loss) income								(4,123	)		11,000			(6,581	)		23,174
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(1,514	)		(2,794	)		(3,566	)		(3,051	)		(5,485	)		(8,253	)
Consolidated real estate fund		(23	)		(94	)		79			(109	)		1,291			(256	)
Operating Partnership		(341	)		(403	)		652			(758	)		895			(1,419	)
Net income attributable to common stockholders	$	3,348		$	3,709
Net (loss) income attributable to common stockholders							$	(6,958	)	$	7,082		$	(9,880	)	$	13,246


Income per Common Share - Basic:
Income from continuing operations, net	$	0.01		$	0.01
(Loss) income per Common Share - Basic:
(Loss) income from continuing operations, net							$	(0.04	)	$	0.02		$	(0.07	)	$	0.03
Income from discontinued operations, net		0.00			0.01			0.01			0.01			0.03			0.03
Net income per common share	$	0.01		$	0.02
Net (loss) income per common share							$	(0.03	)	$	0.03		$	(0.04	)	$	0.06
Weighted average common shares outstanding		227,769,213			233,419,299			221,461,146			231,197,838			223,593,376			232,974,210

Income per Common Share - Diluted:
Income from continuing operations, net	$	0.01		$	0.01
(Loss) income per Common Share - Diluted:
(Loss) income from continuing operations, net							$	(0.04	)	$	0.02		$	(0.07	)	$	0.03
Income from discontinued operations, net		0.00			0.01			0.01			0.01			0.03			0.03
Net income per common share	$	0.01		$	0.02
Net (loss) income per common share							$	(0.03	)	$	0.03		$	(0.04	)	$	0.06
Weighted average common shares outstanding		227,805,176			233,458,438			221,461,146			231,229,939			223,593,376			233,004,917

							For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,						September 30,						September 30,
(Amounts in thousands)	2020			2019			2020			2019			2020			2019
Net income	$	5,226		$	7,000
Net (loss) income							$	(4,123	)	$	11,000		$	(6,581	)	$	23,174
Other comprehensive (loss) income:
Change in value of interest rate swaps		-			(9,026	)		-			(4,131	)		-			(28,502	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		(14,661	)		(108	)
Comprehensive loss		(9,435	)		(2,134	)
Pro rata share of other comprehensive income (loss) of unconsolidated joint ventures								904			41			(15,453	)		(143	)
Comprehensive (loss) income								(3,219	)		6,910			(22,034	)		(5,471	)
Less comprehensive (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(1,514	)		(2,794	)		(3,566	)		(3,051	)		(5,485	)		(8,253	)
Consolidated real estate fund		(25	)		(51	)		75			(106	)		1,283			(205	)
Operating Partnership		1,015			488			575			(362	)		2,319			1,335
Comprehensive loss attributable to common stockholders	$	(9,959	)	$	(4,491	)
Comprehensive (loss) income attributable to common stockholders							$	(6,135	)	$	3,391		$	(23,917	)	$	(12,594	)

													Accumulated			Noncontrolling Interests in																								Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated															Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total			Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total
and unit amounts)	Shares			Amount			Capital			Distributions			(Loss) Income			Ventures			Fund			Partnership			Equity			Shares			Amount			Capital			Distributions			(Loss) Income			Ventures			Fund			Partnership			Equity
Balance as of December 31, 2019		227,432		$	2,274		$	4,133,184		$	(349,557	)	$	(171	)	$	360,778		$	72,396		$	412,058		$	4,630,962
Balance as of June 30, 2020																													221,764		$	2,219		$	4,133,542		$	(397,220	)	$	(15,031	)	$	436,183		$	79,243		$	348,740		$	4,587,676
Net (loss) income																													-			-			-			(6,958	)		-			3,566			(79	)		(652	)		(4,123	)
Common shares issued upon redemption of common units																													24			-			399			-			-			-			-			(399	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes																													(10	)		(2	)		-			-			-			-			-			-			(2	)
Repurchases of common shares																													(1,233	)		(12	)		(8,508	)		-			-			-			-			-			(8,520	)
Dividends and distributions ($0.10 per share and unit)																													-			-			-			(22,060	)		-			-			-			(2,113	)		(24,173	)
Distributions to noncontrolling interests																													-			-			-			-			-			(3,173	)		-			-			(3,173	)
Pro rata share of other comprehensive income of unconsolidated joint ventures																													-			-			-			-			823			-			4			77			904
Amortization of equity awards																													-			-			292			-			-			-			-			4,252			4,544
Reallocation of noncontrolling interest																													-			-			2,762			-			-			-			-			(2,762	)		-
Balance as of September 30, 2020																													220,545		$	2,205		$	4,128,487		$	(426,238	)	$	(14,208	)	$	436,576		$	79,168		$	347,143		$	4,553,133

Balance as of June 30, 2019																													234,124		$	2,341		$	4,214,193		$	(260,939	)	$	(5,525	)	$	365,278		$	81,949		$	416,092		$	4,813,389
Net income		-			-			-			3,348			-			1,514			23			341			5,226			-			-			-			7,082			-			3,051			109			758			11,000
Common shares issued upon redemption of common units		5,126			51			85,260			-			-			-			-			(85,311	)		-			1			-			16			-			-			-			-			(16	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		49			3			-			(312	)		-			-			-			-			(309	)		(7	)		-			-			(7	)		-			-			-			-			(7	)
Repurchases of common shares		(10,857	)		(109	)		(99,891	)		-			-			-			-			-			(100,000	)		(6,252	)		(62	)		(82,455	)		-			-			-			-			-			(82,517	)
Dividends and distributions ($0.10 per share and unit)		-			-			-			(22,246	)		-			-			-			(2,096	)		(24,342	)		-			-			-			(22,795	)		-			-			-			(2,512	)		(25,307	)
Contributions from noncontrolling interests		-			-			-			-			-			-			8,055			-			8,055			-			-			-			-			-			-			23			-			23
Distributions to noncontrolling interests		-			-			-			-			-			(3,172	)		-			-			(3,172	)		-			-			-			-			-			(5,118	)		-			-			(5,118	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		-			-			-			-			(13,307	)		-			2			(1,356	)		(14,661	)
Change in value of interest rate swaps																													-			-			-			-			(3,731	)		-			-			(400	)		(4,131	)
Pro rata share of other comprehensive income of unconsolidated joint ventures																													-			-			-			-			37			-			-			4			41
Amortization of equity awards		-			-			398			-			-			-			-			5,035			5,433			-			-			644			-			-			-			-			4,566			5,210
Acquisition of noncontrolling interest																													-			-			-			-			-			-			(9,840	)		-			(9,840	)
Reallocation of noncontrolling interest		-			-			(16,664	)		-			-			-			-			16,664			-			-			-			1,991			-			-			-			-			(1,991	)		-
Balance as of March 31, 2020		221,750		$	2,219		$	4,102,287		$	(368,767	)	$	(13,478	)	$	359,120		$	80,476		$	345,335		$	4,507,192

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		-			-			-			3,709			-			2,794			94			403			7,000
Common shares issued upon redemption of common units		1,288			13			21,969			-			-			-			-			(21,982	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		54			3			-			(304	)		-			-			-			-			(301	)
Dividends and distributions ($0.10 per share and unit)		-			-			-			(23,448	)		-			-			-			(2,501	)		(25,949	)
Contributions from noncontrolling interests		-			-			-			-			-			-			14,496			-			14,496
Distributions to noncontrolling interests		-			-			-			-			-			(30,777	)		-			-			(30,777	)
Change in value of interest rate swaps		-			-			-			-			(8,142	)		-			-			(884	)		(9,026	)
Pro rata share of other comprehensive loss of unconsolidated joint ventures		-			-			-			-			(58	)		-			(43	)		(7	)		(108	)
Amortization of equity awards		-			-			697			-			-			-			-			6,940			7,637
Reallocation of noncontrolling interest		-			-			(6,362	)		-			-			-			-			6,362			-
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
Balance as of September 30, 2019																													227,866		$	2,279		$	4,134,389		$	(276,659	)	$	(9,219	)	$	363,211		$	72,241		$	416,501		$	4,702,743

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

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

	For the Three Months Ended March 31,						For the Nine Months Ended September 30,
(Amounts in thousands)	2020			2019			2020			2019
Cash Flows from Operating Activities:
Net income	$	5,226		$	7,000
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(6,581	)	$	23,174
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		59,117			63,089			176,722			188,772
Straight-lining of rental revenue		(10,611	)		(11,578	)		(24,170	)		(33,407	)
Loss from unconsolidated joint ventures								14,444			2,815
Amortization of stock-based compensation expense		5,397			7,602			14,141			17,859
Loss from unconsolidated joint ventures		4,221			1,027
Amortization of deferred financing costs								6,957			8,450
Amortization of above and below-market leases, net								(4,653	)		(8,555	)
Distributions of earnings from unconsolidated joint ventures		935			537			1,688			2,852
Amortization of deferred financing costs		2,318			2,801
Realized and unrealized losses (gains) on marketable securities		2,199			(1,880	)
Amortization of above and below-market leases, net		(1,508	)		(3,276	)
Distributions of earnings from unconsolidated real estate funds								480			1,288
Income from unconsolidated real estate funds		(52	)		(46	)		(85	)		(271	)
Distributions of earnings from unconsolidated real estate funds		189			1,011
Realized and unrealized gains on marketable securities								(129	)		(2,395	)
Receipt of accrued interest on preferred equity investment		-			2,339			-			2,339
Gain on sale of real estate								-			(1,140	)
Other non-cash adjustments		36			(458	)		231			(153	)
Changes in operating assets and liabilities:
Accounts and other receivables		1,405			(60	)		3,942			(324	)
Deferred charges		(4,389	)		(2,570	)		(10,116	)		(16,620	)
Other assets		(28,083	)		31,000			(36,068	)		25,963
Accounts payable and accrued expenses		(7,019	)		(2,544	)		2,827			(5,457	)
Other liabilities		(2,421	)		457			(61	)		1,457
Net cash provided by operating activities		26,960			94,451			139,569			206,647

Cash Flows from Investing Activities:
Additions to real estate								(60,348	)		(70,094	)
Repayment of amounts due from affiliates		36,918			-			36,918			181,000
Sales of marketable securities								19,049			15,738
Purchases of marketable securities								(12,207	)		(11,945	)
Contributions of capital to unconsolidated real estate funds								(2,945	)		(3,860	)
Due from affiliates		-			(11,000	)		-			(181,000	)
Additions to real estate		(30,460	)		(27,944	)
Purchases of marketable securities		(8,187	)		(6,568	)
Sales of marketable securities		4,780			3,132
Contributions of capital to unconsolidated real estate funds		(2,936	)		(36	)
Distributions of capital from unconsolidated real estate funds		-			1,260
Proceeds from sale of real estate								-			150,307
Investments in and contributions of capital to unconsolidated joint ventures		-			(49,239	)		-			(148,896	)
Redemption of preferred equity investment		-			33,750			-			33,750
Net cash provided by (used in) investing activities		115			(56,645	)
Real estate acquisition deposits								-			(25,000	)
Distributions of capital from unconsolidated real estate funds								-			1,613
Net cash used in investing activities								(19,533	)		(58,387	)

	For the Three Months Ended March 31,						For the Nine Months Ended September 30,
(Amounts in thousands)	2020			2019			2020			2019
Cash Flows from Financing Activities:
Borrowings under revolving credit facility	$	163,082		$	-		$	163,082		$	195,000
Proceeds from the sale of a 10.0% interest in 1633 Broadway								111,984			-
Repurchases of common shares		(97,013	)		-			(108,520	)		(89,005	)
Dividends paid to common stockholders		(22,743	)		(23,356	)		(67,165	)		(70,243	)
Distributions paid to common unitholders		(2,512	)		(2,546	)		(6,724	)		(7,561	)
Repayment of note payable issued in connection with the acquisition of noncontrolling interest in consolidated real estate fund		(8,771	)		-
Contributions from noncontrolling interests								11,555			14,989
Distributions to noncontrolling interests		(3,172	)		(30,777	)		(9,530	)		(40,037	)
Contributions from noncontrolling interests		8,055			14,496
Repayment of note payable issued in connection with the acquisition of noncontrolling interest in unconsolidated real estate fund								(8,771	)		-
Proceeds from notes and mortgages payable		3,073			-			9,791			3,200
Repurchase of shares related to stock compensation agreements and related tax withholdings		(309	)		(301	)		(318	)		(314	)
Repayment of borrowings under revolving credit facility								-			(195,000	)
Acquisition of noncontrolling interest in consolidated real estate fund								-			(1,000	)
Debt issuance costs		-			(260	)		-			(260	)
Net cash provided by (used in) financing activities		39,690			(42,744	)		95,384			(190,231	)

Net increase (decrease) in cash and cash equivalents and restricted cash		66,765			(4,938	)		215,420			(41,971	)
Cash and cash equivalents and restricted cash at beginning of period		331,487			365,409			331,487			365,409
Cash and cash equivalents and restricted cash at end of period	$	398,252		$	360,471		$	546,907		$	323,438


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

Cash and cash equivalents at end of period	$	377,689		$	342,308		$	515,942		$	298,066
Restricted cash at end of period		20,563			18,163			30,965			25,372
Cash and cash equivalents and restricted cash at end of period	$	398,252		$	360,471		$	546,907		$	323,438

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	34,565		$	33,872		$	102,379		$	104,616
Cash payments for income taxes, net of refunds		575			1,480			1,440			2,049

Non-Cash Transactions:
Common shares issued upon redemption of common units	$	85,311		$	21,982			85,710			24,006
Dividends and distributions declared but not yet paid		24,342			25,949			24,173			25,307
Additions to real estate included in accounts payable and accrued expenses		14,878			15,630			14,644			13,342
Write-off of fully amortized and/or depreciated assets		3,794			1,578			8,677			5,292
Change in value of interest rate swaps		-			9,026			-			28,502
Note payable issued in connection with the acquisition of noncontrolling interest in unconsolidated real estate fund								-			8,771

As used in these consolidated financial statements, unless otherwise indicated, all references to “we,” “us,” “our,” the “Company,” and “Paramount” refer to Paramount Group, Inc., a Maryland corporation, and its consolidated subsidiaries, including Paramount Group Operating Partnership LP (the “Operating Partnership”), a Delaware limited partnership. We are a fully-integrated real estate investment trust (“REIT”) focused on owning, operating, managing, acquiring and redeveloping high-quality, Class A office properties in select central business district submarkets of New York City and San Francisco. ~~As of March 31, 2020, our portfolio consisted of 14 Class A office properties aggregating approximately 13.1 million square feet.~~ We conduct our business through, and substantially all of our interests in properties and investments are held by, the Operating Partnership. We are the sole general partner of, and owned approximately ~~91.5%~~91.4% of, the Operating Partnership as of September 30, 2020.

In March ~~31, 2020.~~2020, the World Health Organization declared coronavirus 2019 (“COVID-19”) a global pandemic. The outbreak of COVID-19 has caused, and continues to cause, severe disruptions in the global economy, and has adversely impacted businesses and financial markets, including that of the United States. Specifically, New York and San Francisco, the markets in which we operate and where a majority of our assets are located, initially reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel, and restriction on the types of business that could operate. These measures have had and continue to have a significant adverse impact on businesses. In June 2020, New York and San Francisco began their “re-opening” process by easing restrictions that were initially imposed and provided for a phased-in approach towards reopening that would enable businesses to operate; however, in mid-July, amidst a rise in COVID-19 cases, San Francisco mandated an “indefinite pause” to their re-opening process. On October 20, 2020, San Francisco announced that they will re-open most non-essential businesses effective October 27, 2020, albeit with certain restrictions.

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

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

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

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 months ended ~~March 31,~~September 30, 2020, are not necessarily indicative of the operating results for the full year.

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

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

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

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

In December 2019, the FASB issued ASU 2019-12, an update to ASC Topic 740, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC Topic 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC Topic 740. ASU 2019-12 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2020, with early adoption permitted. We are evaluating the impact of ASU 2019-12 on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, which adds ASC Topic 848, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides temporary optional expedients and exceptions to ease financial reporting burdens related to applying current GAAP to modifications of contracts, hedging relationships and other transactions in connection with the transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022. We will apply ASU 2020-04 prospectively as and when we enter into the transactions to which this guidance applies.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the ~~coronavirus (“COVID-19”)~~COVID-19 global pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. ~~As of March 31, 2020, we~~We have ~~not modified any of our leases and~~accounted for lease modifications executed as a result of COVID-19 under ASC Topic 842, Leases, and have elected not ~~yet made a determination on whether~~ to ~~elect this option.~~use the option available in the Lease Modification Q&A. Accordingly, the Lease Modification Q&A did not have an impact on our consolidated financial statements.

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

On May 27, 2020, we completed the sale of a 10.0% interest in 1633 Broadway, a 2.5 million square foot trophy office building located in New York City. The transaction valued the property at $2.4 billion, or $960 per square foot and included the assumption of the existing $1.25 billion mortgage loan. Accordingly, we realized net proceeds of $111,984,000 from the sale after transaction costs. We continue to consolidate financial results of the property into our consolidated financial statements and reflect the 10.0% interest we do not own as noncontrolling interests.

On March 6, 2020, we entered into an agreement to sell 1899 Pennsylvania Avenue, a 191,000 square foot, unencumbered office building located in Washington, D.C., for $115,000,000. The transaction, which is subject to customary closing conditions, is expected to close in the fourth quarter of 2020. We have included the assets and liabilities, and results of operations of 1899 Pennsylvania Avenue within discontinued operations for all periods presented herein. See Note 4, Discontinued Operations.

On ~~March 27, 2020,~~September 26, 2019, we ~~entered into an agreement to sell~~sold Liberty Place, a ~~10.0% interest in 1633 Broadway, a 2.5 million~~172,000 square foot ~~trophy~~ office building ~~located~~ in ~~New York City,~~Washington, D.C., for ~~$240,000,000 (based on~~$154,500,000. In connection therewith, we recognized a ~~property valuation~~gain of $2.4 billion, or $960 per square foot). The property is currently encumbered with a $1.25 billion mortgage loan. Accordingly, we expect to realize net proceeds from the sale of approximately $114,000,000, after transaction costs. The transaction,$1,140,000, which is ~~subject to customary closing conditions, is expected to close in~~included as a component of “income from discontinued operations” on our consolidated statements of income for the ~~second quarter of 2020.~~three and nine months ended September 30, 2019. See Note 4, Discontinued Operations.

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

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

(Amounts in thousands)		As of					As of
Balance Sheets: ⁽¹⁾		March 31, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Real estate, net	Real estate, net	$	93,837	$	94,251	Real estate, net	$	93,837	$	94,251
Deferred rent receivable	Deferred rent receivable		4,121		4,206	Deferred rent receivable		3,880		4,206
Deferred charges, net	Deferred charges, net		780		804	Deferred charges, net		780		804
Intangible assets, net	Intangible assets, net		5,290		5,575	Intangible assets, net		5,290		5,575
Assets related to discontinued operations	Assets related to discontinued operations	$	104,028	$	104,836	Assets related to discontinued operations	$	103,787	$	104,836

(Amounts in thousands)	For the Three Months Ended				For the Three Months Ended September 30,					For the Nine Months Ended September 30,
Income Statements: ⁽²⁾	March 31, 2020		March 31, 2019		2020			2019		2020			2019
Revenues:
Rental revenue	$	3,563	$	7,275	$	3,556		$	6,964	$	10,634		$	21,335
Fee and other income		99		128		85			100		215			372
Total revenues		3,662		7,403		3,641			7,064		10,849			21,707
Expenses:
Operating		1,451		2,920		1,483			2,802		4,333			8,558
Depreciation and amortization		690		2,377		-			2,362		690			7,087
Total expenses		2,141		5,297		1,483			5,164		5,023			15,645
Other Income:
Gain on sale of real estate ⁽³⁾						-			1,140		-			1,140
Income before income taxes						2,158			3,040		5,826			7,202
Income tax expense						(11	)		-		(11	)		-
Income from discontinued operations, net	$	1,521	$	2,106	$	2,147		$	3,040	$	5,815		$	7,202

~~The table below sets forth the details of the cash flows from discontinued operations for the periods set forth below.~~

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

(Amounts in thousands)		Paramount	As of					Paramount	As of
Our Share of Investments:		Ownership	March 31, 2020		December 31, 2019			Ownership	September 30, 2020		December 31, 2019
712 Fifth Avenue ⁽¹⁾		50.0%	$	-	$	-		50.0%	$	-	$	-
Market Center		67.0%		201,952		219,593		67.0%		195,419		219,593
55 Second Street ⁽²⁾		44.1%		94,601		95,384		44.1%		93,225		95,384
111 Sutter Street		49.0%		40,637		41,519		49.0%		38,550		41,519
60 Wall Street ⁽²⁾		5.0%		19,155		19,777		5.0%		19,154		19,777
One Steuart Lane ⁽²⁾		35.0% ⁽³⁾		69,533		69,536		35.0% ⁽³⁾		67,769		69,536
Oder-Center, Germany ⁽²⁾		9.5%		3,480		3,371		9.5%		3,475		3,371
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures		$	429,358	$	449,180	Investments in unconsolidated joint ventures		$	417,592	$	449,180


(Amounts in thousands)	For the Three Months Ended March 31,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Our Share of Net (Loss) Income:	2020			2019			2020			2019			2020			2019
712 Fifth Avenue ⁽¹⁾	$	-		$	-		$	229		$	373		$	458		$	1,290
Market Center⁽⁴⁾		(2,854	)		-			(2,654	)		-			(8,578	)		-
55 Second Street ⁽²⁾⁽⁵⁾		(684	)		-			(713	)		(336	)		(2,059	)		(336	)
111 Sutter Street ⁽⁶⁾		(610	)		(872	)		(884	)		(1,266	)		(2,413	)		(3,387	)
60 Wall Street ⁽²⁾		(82	)		(149	)		10			(138	)		(81	)		(436	)
One Steuart Lane ⁽²⁾		(1	)		(15	)		(223	)		1			(1,773	)		(6	)
Oder-Center, Germany ⁽²⁾		10			9			(33	)		34			2			60
Loss from unconsolidated joint ventures	$	(4,221	)	$	(1,027	)	$	(4,268	)	$	(1,332	)	$	(14,444	)	$	(2,815	)

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

We are the general partner and investment manager of Paramount Group Real Estate Fund VIII, LP (“Fund VIII”) and Paramount Group Real Estate Fund X, LP and its parallel fund, Paramount Group Real Estate Fund X-ECI, LP, (collectively “Fund X”), our Alternative Investment Funds, which invest in mortgage and mezzanine loans and preferred equity investments. Fund VIII’s investment period ended in April 2020. As of ~~March 31,~~September 30, 2020, Fund VIII ~~has~~had invested ~~$628,088,000~~$627,088,000 of the $775,200,000 of capital ~~committed and~~committed. Fund X has invested ~~$78,762,000~~$78,791,000 of the $192,000,000 of capital ~~committed. As~~committed as of ~~March 31, 2020, our~~September 30, 2020. Our ownership interest in Fund VIII and Fund X was approximately 1.3% and 7.8%, respectively.

At ~~March 31,~~September 30, 2020 and December 31, 2019, our investments in the ~~above mentioned unconsolidated real estate funds~~Alternative Investment Funds aggregated ~~$13,116,000~~$12,867,000 and $10,317,000, ~~respectively,~~respectively. We recognized loss of $56,000 and ~~we recognized~~ income of ~~$52,000 and $46,000~~$206,000 for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and income of $85,000 and $271,000 for the nine months ended September 30, 2020 and 2019, respectively.

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

	As of						As of
(Amounts in thousands)	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
Intangible assets:
Gross amount	$	451,534		$	466,099		$	436,851		$	466,099
Accumulated amortization		(260,351	)		(262,930	)		(269,176	)		(262,930	)
	$	191,183		$	203,169		$	167,675		$	203,169
Intangible liabilities:
Gross amount	$	165,583		$	174,670		$	163,977		$	174,670
Accumulated amortization		(95,831	)		(100,881	)		(102,492	)		(100,881	)
	$	69,752		$	73,789		$	61,485		$	73,789

					For the Three Months Ended				For the Nine Months Ended
	For the Three Months Ended March 31,				September 30,				September 30,
(Amounts in thousands)	2020		2019		2020		2019		2020		2019
Amortization of above and below-market leases, net (component of "rental revenue")	$	1,543	$	3,296	$	1,910	$	2,571	$	4,688	$	8,614
Amortization of acquired in-place leases (component of "depreciation and amortization")		9,492		12,753		9,195		11,379		27,877		35,909

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

(Amounts in thousands) For the Year Ending December 31,	Above and Below-Market Leases, Net		In-Place Leases		Above and Below-Market Leases, Net		In-Place Leases
2021	$	3,602	$	26,420	$	3,626	$	26,375
2022		1,132		21,923		1,156		21,878
2023		4,559		17,856		4,583		17,811
2024		5,498		14,387		5,523		14,342
2025		4,141		10,480		4,167		10,435


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

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

1301 Avenue of the Americas	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		3.43	%		350,000			350,000		Nov-2021	L + 180 bps		1.99	%		350,000			350,000
				3.20	%		850,000			850,000					2.61	%		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

300 Mission Street ⁽¹⁾	Oct-2023	Fixed		3.65	%		237,716			234,643		Oct-2023	Fixed		3.65	%		244,434			234,643

Total notes and mortgages payable	Total notes and mortgages payable			3.45	%		3,812,716			3,809,643		Total notes and mortgages payable			3.32	%		3,819,434			3,809,643
Less: deferred financing costs							(24,032	)		(25,792	)
Less: unamortized deferred financing costs												Less: unamortized deferred financing costs						(20,490	)		(25,792	)
Total notes and mortgages payable, net	Total notes and mortgages payable, net					$	3,788,684		$	3,783,851		Total notes and mortgages payable, net					$	3,798,944		$	3,783,851

$1.0 Billion Revolving Credit Facility	Jan-2022	L + 115 bps		1.96	%	$	200,000		$	36,918		Jan-2022	L + 115 bps		1.30	%	$	200,000		$	36,918

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to an additional $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. InFrom January 1, 2020 through October 28, 2020, we repurchased 13,813,158 common shares at a weighted average price of $8.69 per share, or $120,000,000 in the aggregate. Of the 13,813,158 common shares repurchased, (i) 10,856,865 shares were repurchased in the three months ended March 31, 2020 ~~we repurchased 10,856,865 common shares~~ at a weighted average price of $9.21 per share, or $100,000,000 in the aggregate, (ii) 1,233,190 shares were repurchased in the three months ended September 30, 2020 at a weighted average price of $6.91 per share, or $8,520,000 in the aggregate, and (iii) the remaining 1,723,103 shares were repurchased in October 2020 at a weighted average price of $6.66 per share, or $11,480,000 in the aggregate. ~~As of April 1, 2020, we~~We have ~~$100,000,000~~$80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, ~~and~~ general market ~~conditions.~~conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

The following table sets forth changes in accumulated other comprehensive loss by component for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019, including amounts attributable to noncontrolling interests in the Operating Partnership.

							For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,						September 30,						September 30,
(Amounts in thousands)	2020			2019			2020			2019			2020			2019
Amount of loss related to the cash flow hedges recognized in other comprehensive loss⁽¹⁾	$	-		$	(7,238	)	$	-		$	(2,958	)	$	-		$	(23,804	)
Amounts reclassified from accumulated other comprehensive loss decreasing interest and debt expense ⁽¹⁾		-			(1,788	)		-			(1,173	)		-			(4,698	)
Amount of loss related to unconsolidated joint ventures recognized in other comprehensive loss ⁽²⁾		(14,661	)		(108	)
Amount of (loss) income related to unconsolidated joint ventures recognized in other comprehensive (loss) income ⁽²⁾								(62	)		41			(16,734	)		(143	)
Amounts reclassified from accumulated other comprehensive loss increasing loss from unconsolidated joint ventures⁽²⁾								966			-			1,281			-

⁽¹⁾Represents amounts related to interest rate swaps with an aggregate notional amount of $1.0 billion and forward starting interest rate swaps with an aggregate notional amount of $400,000 that were designated as cash flow hedges. These hedges were terminated in November 2019 in connection with the refinancing of the related asset.

⁽²⁾~~NaN amounts were reclassified from accumulated other comprehensive loss during any of the periods set forth above.~~

Noncontrolling interests in consolidated joint ventures ~~consist~~as of September 30, 2020 was $436,576,000, and represents the equity interests held by third parties in 1633 Broadway, One Market Plaza and 300 Mission Street. As of December 31, 2019, noncontrolling interests in consolidated joint ventures was $360,778,000, and represented equity interests held by third parties in One Market Plaza and 300 Mission Street. ~~As March 31, 2020 and December 31, 2019, noncontrolling interests in our consolidated joint ventures aggregated $359,120,000 and $360,778,000, respectively.~~

Noncontrolling interests in our consolidated real estate fund consists of equity interests held by third parties in our Residential Development Fund. As of ~~March 31,~~September 30, 2020 and December 31, 2019, the noncontrolling interest in our consolidated real estate fund aggregated ~~$80,476,000~~$79,168,000 and $72,396,000, 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 ~~March 31,~~September 30, 2020 and December 31, 2019, noncontrolling interests in the Operating Partnership on our consolidated balance sheets had a carrying amount of ~~$345,335,000~~$347,143,000 and $412,058,000, respectively, and a redemption value of ~~$181,138,000~~$146,956,000 and $344,638,000, 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 owned approximately ~~91.5%~~91.4% of, the Operating Partnership as of ~~March 31,~~September 30, 2020. 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 ~~March 31,~~September 30, 2020 and December 31, 2019, the Operating Partnership held interests in consolidated VIEs owning properties and a real estate fund that were determined to be VIEs. The assets of these consolidated VIEs may only be used to settle the obligations of the entities and such obligations are secured only by the assets of the entities and are non-recourse to the Operating Partnership or us. The following table summarizes the assets and liabilities of consolidated VIEs of the Operating Partnership.

	As of				As of
(Amounts in thousands)	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Real estate, net	$	1,681,036	$	1,685,391	$	3,474,281	$	1,685,391
Cash and cash equivalents and restricted cash		74,514		69,828		120,883		69,828
Investments in unconsolidated joint ventures		69,533		69,535		67,769		69,535
Accounts and other receivables, net		3,637		2,140
Accounts and other receivables						3,852		2,140
Deferred rent receivable		60,416		57,338		183,890		57,338
Deferred charges, net		25,245		24,030		56,647		24,030
Intangible assets, net		27,553		29,872		81,066		29,872
Other assets		20,040		21,132		33,954		21,132
Total VIE assets	$	1,961,974	$	1,959,266	$	4,022,342	$	1,959,266

Notes and mortgages payable, net	$	1,208,656	$	1,205,324	$	2,456,764	$	1,205,324
Accounts payable and accrued expenses		39,165		35,252		51,383		35,252
Intangible liabilities, net		18,110		19,841		33,733		19,841
Other liabilities		4,290		13,047		4,398		13,047
Total VIE liabilities	$	1,270,221	$	1,273,464	$	2,546,278	$	1,273,464

As of ~~March 31,~~September 30, 2020, the Operating Partnership held variable interests in entities that own our unconsolidated real estate funds that were deemed to be VIEs. The following table summarizes our investments in these unconsolidated real estate funds and the maximum risk of loss from these investments.

	As of					As of
(Amounts in thousands)	March 31, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Investments	$	13,116	$	10,317		$	12,867	$	10,317
Asset management fees and other receivables		604		37,563	⁽¹⁾		842		37,563	⁽¹⁾
Maximum risk of loss	$	13,720	$	47,880		$	13,709	$	47,880

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

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

	As of March 31, 2020								As of September 30, 2020
(Amounts in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities (included in "other assets")	$	22,848	$	22,848	$	-	$	-	$	14,926	$	14,926	$	-	$	-
Total assets	$	22,848	$	22,848	$	-	$	-	$	14,926	$	14,926	$	-	$	-

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

	As of March 31, 2020				As of December 31, 2019				As of September 30, 2020				As of December 31, 2019
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes and mortgages payable	$	3,812,716	$	3,871,645	$	3,809,643	$	3,848,266	$	3,819,434	$	3,871,899	$	3,809,643	$	3,848,266
Revolving credit facility		200,000		199,997		36,918		36,919		200,000		200,007		36,918		36,919
Total liabilities	$	4,012,716	$	4,071,642	$	3,846,561	$	3,885,185	$	4,019,434	$	4,071,906	$	3,846,561	$	3,885,185

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

	For the Three Months Ended March 31,				For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(Amounts in thousands)	2020		2019		2020			2019		2020			2019
Rental revenues:
Fixed	$	160,676	$	160,318	$	153,065	⁽¹⁾	$	163,123	$	467,609	⁽¹⁾	$	484,587
Variable		14,749		15,023		12,355			17,992		37,225			45,913
Total rental revenues	$	175,425	$	175,341	$	165,420		$	181,115	$	504,834		$	530,500

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

(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
2020		$	464,057		$	158,252
2021			624,266			638,462
2022			602,003			627,424
2023			578,084			603,824
2024			550,189			576,766
2025			489,347			516,604
Thereafter			2,328,231			2,352,959
Total		$	5,636,177		$	5,474,291

		For the Three Months Ended March 31,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Amounts in thousands)	(Amounts in thousands)	2020		2019		(Amounts in thousands)	2020		2019		2020		2019
Fee income:
Property management		$	2,450	$	1,642		$	2,270	$	1,692	$	6,959	$	4,933
Asset management	Asset management		3,521		2,318	Asset management		3,636		2,665		10,728		7,273
Acquisition, disposition and leasing	Acquisition, disposition and leasing		-		1,331	Acquisition, disposition and leasing		2,586		2,104		2,586		3,435
Other	Other		359		708	Other		661		698		1,419		1,730
Total fee income	Total fee income		6,330		5,999	Total fee income		9,153		7,159		21,692		17,371
Other income ⁽¹⁾	Other income ⁽¹⁾		2,231		3,049	Other income ⁽¹⁾		2,202		2,979		5,353		9,114
Total fee and other income	Total fee and other income	$	8,561	$	9,048	Total fee and other income	$	11,355	$	10,138	$	27,045	$	26,485

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

	For the Three Months Ended March 31,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Amounts in thousands)	2020			2019		2020		2019		2020		2019
Interest income, net	$	988		$	1,377	$	364	$	1,072	$	1,780	$	4,190
Mark-to-market of investments in our deferred compensation plans ⁽¹⁾		(1,984	)		2,069		740		150		580		3,061
Preferred equity investment income⁽²⁾		-			454		-		-		-		454
Total interest and other (loss) income, net	$	(996	)	$	3,900
Total interest and other income, net						$	1,104	$	1,222	$	2,360	$	7,705


	For the Three Months Ended March 31,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Amounts in thousands)	2020		2019		2020		2019		2020		2019
Interest expense	$	34,301	$	34,123	$	33,472	$	34,501	$	101,463	$	103,012
Amortization of deferred financing costs		2,318		2,801		2,320		2,824		6,957		8,450
Total interest and debt expense	$	36,619	$	36,924	$	35,792	$	37,325	$	108,420	$	111,462

We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. As of ~~March 31,~~September 30, 2020, we have ~~7,173,351~~6,984,821 shares available for future grants under the 2014 Equity Incentive Plan (the “Plan”), if all awards granted are full value awards, as defined in the Plan. Stock-based compensation expense was ~~$5,397,000~~$4,503,000 and ~~$7,602,000~~$5,174,000 for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $14,141,000 and $17,859,000 for the nine months ended September 30, 2020 and 2019, respectively.

The three-year performance measurement period with respect to our 2016 Performance Program ended on December 31, 2019. On January 17, 2020, the Compensation Committee of our Board of Directors (the “Compensation Committee”) determined that (i) the performance goals were not met on an absolute Total Shareholder Return (“TSR”) basis and (ii) the performance goals met the 30th percentile of the performance of the SNL U.S. Office REIT Index constituents on a relative basis. Accordingly, of the 1,085,244 Long Term Incentive Plan (“LTIP”) units that were granted under the 2016 Performance Program, 216,005 LTIP units, or approximately 19.9% of the total units granted, were earned. Of the LTIP units that were earned, 107,996 LTIP units vested immediately on January 17, 2020 and the remaining 108,009 LTIP units are subject to vesting based on continuous employment with us through December 31, 2020. This award had a grant date fair value of $10,520,000 and a remaining unrecognized compensation cost of ~~$851,000~~$283,746 as of ~~March 31,~~September 30, 2020, which has a remaining weighted-average amortization period of ~~0.8~~0.25 years.

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

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

							For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,						September 30,						September 30,
(Amounts in thousands, except per share amounts)	2020			2019			2020			2019			2020			2019
Numerator:
Continuing Operations:
Net income from continuing operations attributable to common stockholders	$	1,968		$	1,809
Net (loss) income from continuing operations attributable to common stockholders							$	(8,921	)	$	4,336		$	(15,187	)	$	6,740
Earnings allocated to unvested participating securities		(11	)		(9	)		(14	)		(10	)		(40	)		(23	)
Numerator for income from continuing operations per common share - basic and diluted		1,957			1,800
Numerator for (loss) income from continuing operations per common share - basic and diluted								(8,935	)		4,326			(15,227	)		6,717
Discontinued Operations:
Income from discontinued operations attributable to common stockholders		1,380			1,900			1,963			2,746			5,307			6,506
Earnings allocated to unvested participating securities		(7	)		(10	)		(4	)		(7	)		(14	)		(31	)
Numerator for income from discontinued operations per common share - basic and diluted		1,373			1,890			1,959			2,739			5,293			6,475
Numerator for income per common share - basic and diluted	$	3,330		$	3,690
Numerator for (loss) income per common share - basic and diluted							$	(6,976	)	$	7,065		$	(9,934	)	$	13,192

Denominator:
Denominator for basic income per common share - weighted average shares		227,769			233,419			221,461			231,198			223,593			232,974
Effect of dilutive stock-based compensation plans ⁽¹⁾		36			39			-			32			-			31
Denominator for diluted income per common share - weighted average shares		227,805			233,458			221,461			231,230			223,593			233,005

Income per Common Share - Basic and Diluted:
(Loss) income per Common Share - Basic and Diluted:
Continuing operations, net	$	0.01		$	0.01		$	(0.04	)	$	0.02		$	(0.07	)	$	0.03
Discontinued operations, net		0.00			0.01			0.01			0.01			0.03			0.03
Income per common share - basic and diluted	$	0.01		$	0.02
(Loss) income per common share - basic and diluted							$	(0.03	)	$	0.03		$	(0.04	)	$	0.06

We provide property management, leasing and other related services to certain properties owned by members of the Otto Family. We recognized fee income of ~~$448,000~~$260,000 and ~~$209,000~~$212,000 for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $967,000 and $632,000 for the nine months ended September 30, 2020 and 2019, respectively, in connection with these agreements, which is included as a component of “fee and other income” on our consolidated statements of income. As of ~~March 31,~~September 30, 2020 and December 31, 2019, 0 amounts were owed to us under these agreements.

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 ~~$5,313,000~~$6,841,000 and ~~$4,547,000~~$4,880,000 for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $17,550,000 and $12,938,000 for the nine months ended September 30, 2020 and 2019, respectively, in connection with these agreements. As of ~~March 31,~~September 30, 2020 and December 31, 2019, amounts owed to us under these agreements aggregated ~~$2,066,000~~$5,060,000 and $2,734,000, respectively, which are included as a component of “accounts and other receivables” on our consolidated balance sheets.

We have an agreement with HTC, a licensed broker in Germany, to supervise selling efforts for our private equity real estate funds (or investments in feeder vehicles for these funds) to investors in Germany, including distribution of securitized notes of feeder vehicles for Fund ~~VIII and Fund~~ X. Pursuant to this agreement, we have agreed to pay HTC for the costs incurred to sell investments in these funds or their feeder vehicles, ~~which primarily consist of commissions paid to third party agents, and other~~including certain 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 expenses of ~~$139,000~~$124,000 and ~~$624,000~~$72,000 for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $389,000 and $758,000 for the nine months ended September 30, 2020 and 2019, respectively, in connection with this agreement, which is included as a component of “transaction related costs” on our consolidated statements of income. As of ~~March 31,~~September 30, 2020 and December 31, 2019, we owed ~~$126,000~~$124,000 and $38,000, respectively, to HTC under this agreement, which are included as a component of “accounts payable and accrued expenses” on our consolidated balance sheets.

A subsidiary of Mannheim Trust leases office space at 712 Fifth Avenue, our 50.0% owned unconsolidated joint venture, pursuant to a lease agreement which expires in April 2023. Dr. Martin Bussmann (a member of our Board of Directors) is also a trustee and a director of Mannheim Trust. ~~We recognized $91,000 in each of~~During the three months ended ~~March 31,~~September 30, 2020 and 2019, we recognized $91,000 and $90,000, respectively, and during the nine months ended September 30, 2020 and 2019, we recognized $272,000 and $271,000, respectively, for our share of rental income pursuant to this lease.

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

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

Kramer Design has also entered into agreements with 712 Fifth Avenue, our 50.0% owned unconsolidated joint venture, to, among other things, create and design marketing materials with respect to the vacant retail space at 712 Fifth Avenue. ~~Kramer Design is owned by the spouse of Albert Behler, our Chairman, Chief Executive Officer and President. During the three months ended March 31, 2020, we~~We recognized expenses of ~~$30,000~~$29,000 for the nine months ended September 30, 2020 and $183,000 and $286,000 for the three and nine months ended September 30, 2019, respectively, for our share of the fees incurred in connection with these agreements.

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

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

The terms of our mortgage debt and certain side letters in place include certain restrictions and covenants which may limit, among other things, certain investments, the incurrence of additional indebtedness and liens and the disposition or other transfer of assets and interests in the borrower and other credit parties, and require compliance with certain debt yield, debt service coverage and loan to value ratios. In addition, our revolving credit facility contains representations, warranties, covenants, other agreements and events of default customary for agreements of this type with comparable companies. As of ~~March 31,~~September 30, 2020, we believe we are in compliance with all of our covenants.

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

During 2017, the New York City Department of Finance issued Notices of Determination (“Notices”) assessing additional transfer taxes (including interest and penalties) in connection with the transfer of interests in certain properties during our 2014 initial public offering. We believe, after consultation with legal counsel, that the likelihood of a loss is reasonably possible, and while it is not possible to predict the outcome of these Notices, we estimate the range of loss could be between $0 and ~~$44,500,000.~~$46,600,000. 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 based on the regions in which we conduct our business. Prior to January 1, 2020, our reportable segments consisted of New York, San Francisco and Washington, D.C. Upon entering into an agreement to sell 1899 Pennsylvania Avenue, our sole remaining property in the Washington, D.C. segment, we redefined our reportable segments into the 2 remaining regions in which we conduct our business: New York and San Francisco effective January 1, 2020. Our determination of segments is aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker, makes key operating decisions, evaluates financial results and manages our business. In connection therewith, we have reclassified the Washington, D.C. segment financial data into Other segment and reclassified prior period segment financial data to conform to current period presentation.

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

	For the Three Months Ended March 31, 2020												For the Three Months Ended September 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Property-related revenues	$	181,318		$	121,577		$	56,667		$	3,074		$	171,263		$	106,287		$	62,086		$	2,890
Property-related operating expenses		(68,465	)		(49,029	)		(16,919	)		(2,517	)		(69,349	)		(49,072	)		(17,825	)		(2,452	)
NOI from unconsolidated joint ventures		13,392			2,944			10,382			66			12,935			3,116			10,019			(200	)
NOI⁽¹⁾	$	126,245		$	75,492		$	50,130		$	623		$	114,849		$	60,331		$	54,280		$	238

	For the Three Months Ended March 31, 2019												For the Three Months Ended September 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Property-related revenues	$	185,793		$	121,096		$	57,184		$	7,513		$	191,158		$	122,365		$	61,999		$	6,794
Property-related operating expenses		(68,381	)		(48,103	)		(16,346	)		(3,932	)		(71,648	)		(49,825	)		(18,068	)		(3,755	)
NOI from unconsolidated joint ventures		5,411			4,657			700			54			4,973			2,776			2,106			91
NOI⁽¹⁾	$	122,823		$	77,650		$	41,538		$	3,635		$	124,483		$	75,316		$	46,037		$	3,130

													For the Nine Months Ended September 30, 2020
(Amounts in thousands)													Total			New York			San Francisco			Other
Property-related revenues													$	521,036		$	338,543		$	173,580		$	8,913
Property-related operating expenses														(203,526	)		(145,314	)		(50,798	)		(7,414	)
NOI from unconsolidated joint ventures														36,703			8,740			29,566			(1,603	)
NOI⁽¹⁾													$	354,213		$	201,969		$	152,348		$	(104	)

													For the Nine Months Ended September 30, 2019
(Amounts in thousands)													Total			New York			San Francisco			Other
Property-related revenues													$	561,321		$	362,202		$	177,614		$	21,505
Property-related operating expenses														(207,601	)		(144,432	)		(51,893	)		(11,276	)
NOI from unconsolidated joint ventures														14,569			10,319			4,019			231
NOI⁽¹⁾													$	368,289		$	228,089		$	129,740		$	10,460

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

								For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,							September 30,						September 30,
(Amounts in thousands)	2020			2019				2020			2019			2020			2019
NOI	$	126,245		$	122,823			$	114,849		$	124,483		$	354,213		$	368,289
Add (subtract) adjustments to arrive to net income:
Add (subtract) adjustments to arrive to net (loss) income:
Fee income		6,330			5,999				9,153			7,159			21,692			17,371
Depreciation and amortization expense		(58,427	)		(60,712	)			(58,889	)		(60,696	)		(176,032	)		(181,685	)
General and administrative expenses		(12,249	)		(17,443	)			(16,805	)		(16,319	)		(46,955	)		(51,457	)
NOI from unconsolidated joint ventures		(13,392	)		(5,411	)			(12,935	)		(4,973	)		(36,703	)		(14,569	)
Interest and other (loss) income, net		(996	)		3,900
Loss from unconsolidated joint ventures									(4,268	)		(1,332	)		(14,444	)		(2,815	)
Interest and other income, net									1,104			1,222			2,360			7,705
Interest and debt expense		(36,619	)		(36,924	)			(35,792	)		(37,325	)		(108,420	)		(111,462	)
NOI from discontinued operations		(2,211	)		(4,483	)			(2,157	)		(4,262	)		(6,515	)		(13,149	)
Other, net		(4,372	)		(1,717	)			(137	)		(580	)		(457	)		(1,433	)
Income from continuing operations, before income taxes		4,309			6,032
Income tax expense		(604	)		(1,138	)
Income from continuing operations, net		3,705			4,894
(Loss) income from continuing operations, before income taxes									(5,877	)		7,377			(11,261	)		16,795
Income tax (expense) benefit									(393	)		583			(1,135	)		(823	)
(Loss) income from continuing operations, net									(6,270	)		7,960			(12,396	)		15,972
Income from discontinued operations, net		1,521			2,106				2,147			3,040			5,815			7,202
Net income		5,226			7,000
Net (loss) income									(4,123	)		11,000			(6,581	)		23,174
Less: net (income) loss attributable to noncontrolling interests in:							Less: net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(1,514	)		(2,794	)			(3,566	)		(3,051	)		(5,485	)		(8,253	)
Consolidated real estate fund		(23	)		(94	)			79			(109	)		1,291			(256	)
Operating Partnership		(341	)		(403	)			652			(758	)		895			(1,419	)
Net income attributable to common stockholders	$	3,348		$	3,709
Net (loss) income attributable to common stockholders								$	(6,958	)	$	7,082		$	(9,880	)	$	13,246

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

(Amounts in thousands)
Total Assets as of:	Total		New York		San Francisco		Other		Total		New York		San Francisco		Other
March 31, 2020	$	8,754,256	$	5,455,866	$	2,728,752	$	569,638
September 30, 2020									$	8,806,494	$	5,421,273	$	2,713,952	$	671,269
December 31, 2019		8,734,135		5,439,929		2,708,463		585,743		8,734,135		5,439,929		2,708,463		585,743

In March 2020, the World Health Organization declared COVID-19 a global pandemic. The outbreak of COVID-19 has caused, and continues to cause, severe disruptions in the global economy, including that of the United States. The circumstances surrounding COVID-19 continue to evolve at a rapid pace in the United States. Specifically, New York and San Francisco, the markets in which we operate and where a majority of our assets are located, have reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel, and restrictions on the types of business that can operate. While our buildings have and continue to remain open and are operating responsibly, we have received letters from several tenants requesting “short-term” rent relief. We are in the process of evaluating tenant requests on a case-by-case basis. The rapid development and fluidity of this situation precludes us at this time from making any predictions as to the ultimate impact COVID-19 may have on our future financial condition, results of operations and cash flows.

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

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

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

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

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

We are a fully-integrated REIT focused on owning, operating, managing, acquiring and redeveloping high-quality, Class A office properties in select central business district submarkets of New York City and San Francisco. We conduct our business through, and substantially all of our interests in properties and investments are held by, Paramount Group Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”). We are the sole general partner of, and owned approximately ~~91.5%~~91.4%, of the Operating Partnership as of ~~March 31,~~September 30, 2020.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. The outbreak of COVID-19 has caused, and continues to cause, severe disruptions in the global economy, and has adversely impacted businesses and financial markets, including that of ~~the United States. The circumstances surrounding COVID-19 continue to evolve at a rapid pace in~~ the United States. Specifically, New York and San Francisco, the markets in which we operate and where a majority of our assets are located, ~~have~~initially reacted by instituting quarantines, “pause” orders, “shelter-in-place” rules, restrictions on travel, and ~~restrictions~~restriction on the types of business that ~~can~~could operate. ~~Our buildings~~These measures have had and continue to ~~remain open~~have a significant adverse impact on businesses. In June 2020, New York and ~~are operating responsibly, especially during these times. Navigating the current environment is our highest priority, while ensuring the health~~San Francisco began their “re-opening” process by easing restrictions that were initially imposed and ~~safety of our tenants and employees.~~provided for a phased-in approach towards reopening that would enable businesses to operate; however, in mid-July amidst a rise in COVID-19 cases, San Francisco mandated an “indefinite pause” to their re-opening process. On October 20, 2020, San Francisco announced that they will reopen most non-essential businesses effective October 27, 2020, albeit with certain restrictions.

~~Beginning~~As of September 30, 2020, our portfolio consisted of 14 Class A properties aggregating 13.1 million square feet that was 95.5.% leased, primarily to office tenants. The office tenants in ~~March and through April, we received letters from several tenants requesting “short-term” rent relief. These tenants~~our portfolio account for approximately ~~16%~~97.0% of our ~~pro rata share~~annualized rents and the remaining 3.0% is derived from non-office tenants (i.e. retail, parking garages and two theatres). Since the outbreak of ~~annualized rents.~~COVID- 19, we have received several requests from tenants seeking “short-term” rent relief and have entered into agreements with select tenants to abate and/or defer a portion of their 2020 rental obligations. We ~~are in the process of evaluating~~continue to evaluate tenant requests on a case-by-case basis and are closely monitoring all rent collections. AsDuring the three months ended September 30, 2020, our portfolio-wide rent collections were 97.5%, including 99.0% from office tenants and 50.4% from non-office tenants. We continue to monitor the impact of ~~April 27,~~COVID-19 on our business, our tenants and the industry as a whole. During the three and nine months ended September 30, 2020, we ~~have collected approximately 94%~~recorded non-cash write-offs, primarily for straight-line rent receivables, of ~~April’s monthly billings to tenants.~~$14,863,000 and $26,172,000, respectively, and during the nine months ended September 30, 2020, we recorded reserves for uncollectible accounts receivable of $2,051,000. The rapid development and fluidity of this situation precludes us at this time from making any predictions as to the ultimate impact COVID-19 may have on our future financial condition, results of operations and cash flows.

On March 27, 2020, we entered into an agreement to sell a 10.0% interest in 1633 Broadway, a 2.5 million square foot trophy office building located in New York City, for $240,000,000 (based on a property valuation of $2.4 billion, or $960 per square foot). The property is currently encumbered with a $1.25 billion mortgage loan. Accordingly, we expect to realize net proceeds from the sale of approximately $114,000,000, after transaction costs. ~~The transaction, which is subject to customary closing conditions, is expected to close in the second quarter of 2020.~~

In the three months ended ~~March 31,~~September 30, 2020, we leased ~~206,784~~104,522 square feet, of which our share was ~~126,068~~54,721 square feet that was leased at a weighted average initial rent of ~~$91.59~~$73.48 per square foot. This leasing activity, offset by lease expirations in the three months, ~~caused leased occupancy to remain at 95.9% leased at March 31, 2020, in-line with leased occupancy reported at December 31, 2019. Same~~decreased same store leased occupancy (properties owned by us during both reporting periods in a similar manner and not classified as discontinued operations) ~~was 96.0%~~by 10 basis points to 95.6% at ~~March 31,~~September 30, 2020 ~~in-line with same store leased occupancy~~from 95.7% at ~~December 31, 2019. Of~~June 30, 2020. All of the ~~206,784~~ square ~~feet~~footage leased in the ~~year, 104,308 square feet~~three months 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 ~~31.3%~~3.6% on a cash basis and ~~38.2%~~9.5% on GAAP basis. The weighted average lease term for leases signed during the three months was 3.2 years and weighted average tenant improvements and leasing commissions on these leases were $0.47 per square foot per annum, or 0.6% of initial rent.

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

In the three months ended September 30, 2020, we leased 52,072 square feet in our New York portfolio, of which our share was 29,419 square feet that was leased at a weighted average initial rent of $72.16 per square foot. This leasing activity, offset by lease expirations in the three months, decreased same store leased occupancy by 20 basis points to 95.1% at September 30, 2020 from 95.3% at June 30, 2020. Of the 52,072 square feet leased in the three months, 29,419 represented our share of second generation space for which rental rate decreased by 2.4% on a cash basis and 3.0% on a GAAP basis. The weighted average lease term for leases signed during the three months was ~~4.8~~1.5 years and weighted average tenant improvements and leasing commissions on these leases were ~~$6.99~~$0.30 per square foot per annum, or ~~7.6% of initial rent.~~

In the three months ended March 31, 2020, we leased 48,872 square feet in our New York portfolio, of which our share was 44,604 square feet that was leased at a weighted average initial rent of $73.24 per square foot. This leasing activity, offset by the lease expirations in the three months, caused leased occupancy and same store leased occupancy to remain at 95.5% leased at March 31, 2020, in-line with leased occupancy and same store leased occupancy at December 31, 2019. Of the 48,872 square feet leased in the three months, 36,322 square feet represented our share of second generation space for which rental rate increased by 3.9% on a cash basis and 8.7% on a GAAP basis. The weighted average lease term for leases signed during the three months was 4.0 years and weighted average tenant improvements and leasing commissions on these leases were $7.97 per square foot per annum, or 10.9%0.4% of initial rent.

In the three months ended ~~March 31,~~September 30, 2020, we leased ~~157,912~~52,450 square feet in our San Francisco portfolio, of which our share was ~~81,464~~25,302 square feet that was leased at a weighted average initial rent of ~~$101.64~~$75.02 per square foot. This leasing activity, offset by lease expirations in the three months, decreased ~~our leased occupancy and~~ same store leased occupancy by 10 basis points to ~~97.4%~~96.8% at ~~March 31,~~September 30, 2020 from ~~97.5%~~96.9% at ~~December 31, 2019.~~June 30, 2020. Of the ~~157,912~~52,450 square feet leased in the three months, ~~67,986~~25,302 square feet represented our share of second generation space for which we achieved rental rate increases of ~~44.2%~~11.1% on a cash basis and ~~51.8%~~27.0% on a GAAP basis. The weighted average lease term for leases signed during the three months was 5.2 years and weighted average tenant improvements and leasing commissions on these leases were ~~$6.56~~$0.53 per square foot per annum, or ~~6.5%~~0.7% of initial rent.

The following table presents additional details on the leases signed during the three months ended ~~March 31,~~September 30, 2020. 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 March 31, 2020
Total

New York

San Francisco

Total square feet leased

206,784

48,872

157,912

Pro rata share of total square feet leased:

126,068

44,604

81,464

Initial rent ⁽¹⁾
$
91.59

$
73.24

$
101.64

Weighted average lease term (in years)

4.8

4.0

5.2

Tenant improvements and leasing commissions:

Per square foot
$
33.36

$
32.23

$
33.98

Per square foot per annum
$
6.99

$
7.97

$
6.56

Percentage of initial rent

7.6
%

10.9
%

6.5
%

Rent concessions:

Average free rent period (in months)

2.0

1.1

2.5

Average free rent period per annum (in months)

0.4

0.3

0.5

Second generation space: ⁽²⁾

Square feet

104,308

36,322

67,986

Cash basis:

Initial rent ⁽¹⁾
$
90.17

$
65.16

$
103.53

Prior escalated rent ⁽³⁾
$
68.65

$
62.72

$
71.82

Percentage increase

31.3
%

3.9
%

44.2
%

GAAP basis:

Straight-line rent
$
91.14

$
65.16

$
105.02

Prior straight-line rent
$
65.95

$
59.93

$
69.17

Percentage increase

38.2
%

8.7
%

51.8
%

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

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

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

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

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

In the nine months ended September 30, 2020, we leased 611,876 square feet, of which our share was 350,687 square feet that was leased at a weighted average initial rent of $89.68 per square foot. This leasing activity, offset by lease expirations in the nine months, decreased same store leased occupancy (properties owned by us during both reporting periods in a similar manner and not classified as discontinued operations) by 30 basis points to 95.6% at September 30, 2020 from 95.9% at December 31, 2019. Of the 611,876 square feet leased in the year, 318,577 square feet represented our share of second generation space (space that had been vacant for less than twelve months) for which we achieved rental rate increases of 22.9% on a cash basis and 23.4% on a GAAP basis. The weighted average lease term for leases signed during the nine months was 4.3 years and weighted average tenant improvements and leasing commissions on these leases were $7.16 per square foot per annum, or 8.0% of initial rent.

In the nine months ended September 30, 2020, we leased 152,834 square feet in our New York portfolio, of which our share was 125,913 square feet that was leased at a weighted average initial rent of $76.60 per square foot. This leasing activity, offset by lease expirations in the nine months, decreased same store leased occupancy by 20 basis points to 95.1% at September 30, 2020 from 95.3% at December 31, 2019. Of the 152,834 square feet leased in the nine months, 117,631 square feet represented our share of second generation space for which we achieved rental rate increases of 0.6% on a cash basis and 2.8% on a GAAP basis. The weighted average lease term for leases signed during the nine months was 3.9 years and weighted average tenant improvements and leasing commissions on these leases were $5.54 per square foot per annum, or 7.2% of initial rent.

In the nine months ended September 30, 2020, we leased 459,042 square feet in our San Francisco portfolio, of which our share was 224,774 square feet that was leased at a weighted average initial rent of $97.00 per square foot. This leasing activity, offset by lease expirations in the nine months, decreased same store leased occupancy by 70 basis points to 96.8% leased at September 30, 2020 from 97.5% at December 31, 2019. Of the 459,042 square feet leased in the nine months, 200,946 square feet represented our share of second generation space for which we achieved rental rate increases of 36.6% on a cash basis and 35.0% on a GAAP basis. The weighted average lease term for leases signed during the nine months was 4.5 years and weighted average tenant improvements and leasing commissions on these leases were $7.96 per square foot per annum, or 8.2% of initial rent.

The following table presents additional details on the leases signed during the nine months ended September 30, 2020. 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.

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

Net ~~income~~loss attributable to common stockholders was ~~$3,348,000,~~$6,958,000, or ~~$0.01~~$0.03 per diluted share, for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$3,709,000,~~net income attributable to common stockholders of $7,082,000, or ~~$0.02~~$0.03 per diluted share, for the three months ended ~~March 31,~~September 30, 2019. Net ~~income~~loss attributable to common stockholders for the three months ended ~~March 31,~~September 30, 2020 ~~and 2019~~ includes ~~$1,380,000 and $1,900,000,~~non-cash write-offs aggregating $11,986,000, or ~~$0.00 and $0.01~~$0.05 per diluted share, ~~respectively, of income from discontinued operations.~~for straight-line rent receivables.

Funds from Operations (“FFO”) attributable to common stockholders was ~~$61,586,000,~~$49,733,000, or ~~$0.27~~$0.22 per diluted share, for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$55,225,000,~~$58,776,000, or ~~$0.24~~$0.25 per diluted share, for the three months ended ~~March 31,~~September 30, 2019. FFO attributable to common stockholders for the three months ended ~~March 31,~~September 30, 2020 includes non-cash write-offs aggregating $11,986,000, or $0.05 per diluted share, for straight-line rent receivables. In addition, FFO attributable to common stockholders for the three months ended September 30, 2020 and 2019 includes the impact of non-core items, which are listed in the table on page ~~44.~~61. The aggregate of ~~these~~the non-core items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common stockholders for the three months ended ~~March 31,~~September 30, 2020 and 2019 by $173~~$77,000,~~,000 and $236,000, respectively, or $0.00 per diluted ~~share,~~ ~~and decreased FFO attributable to common stockholders for the three months ended March 31, 2019 by $1,888,000, or $0.00 per diluted~~ share.

Core Funds from Operations (“Core FFO”) attributable to common stockholders, which excludes the impact of the non-core items listed on page ~~44,~~61, was ~~$61,509,000,~~$49,560,000, or ~~$0.27~~$0.22 per diluted share, for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$57,113,000,~~$58,540,000, or ~~$0.24~~$0.25 per diluted share, for the three months ended ~~March 31,~~September 30, 2019.

The table below summarizes the percentage increase (decrease) in our share of Same Store NOI and Same Store Cash NOI, by segment, for the three months ended ~~March 31,~~September 30, 2020 versus ~~March 31,~~September 30, 2019.

	Total			New York			San Francisco			Total			New York			San Francisco
Same Store NOI		1.5	%		(0.1	%)		6.4	%		1.1	%		(2.0	%)		9.4	%
Same Store Cash NOI		4.3	%		4.1	%		4.9	%		(1.8	%)		(3.5	%)		3.0	%

See pages ~~40-44~~53-61 “Non-GAAP Financial Measures” for a reconciliation of these measures to the most directly comparable GAAP measure and the reasons why we believe these non-GAAP measures are useful.

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

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

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

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

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

Results of Operations - Three Months Ended ~~March 31,~~September 30, 2020 and 2019

The following pages summarize our consolidated results of operations for the three months ended ~~March 31,~~September 30, 2020 and 2019.

			For the Three Months Ended March 31,											For the Three Months Ended September 30,
(Amounts in thousands)	(Amounts in thousands)		2020			2019			Change			(Amounts in thousands)		2020			2019			Change
Revenues:	Revenues:											Revenues:
	Rental revenue		$	175,425		$	175,341		$	84		Rental revenue		$	165,420		$	181,115		$	(15,695	)
	Fee and other income			8,561			9,048			(487	)	Fee and other income			11,355			10,138			1,217
		Total revenues		183,986			184,389			(403	)		Total revenues		176,775			191,253			(14,478	)
Expenses:	Expenses:											Expenses:
	Operating			67,014			65,461			1,553		Operating			67,865			68,846			(981	)
	Depreciation and amortization			58,427			60,712			(2,285	)	Depreciation and amortization			58,889			60,696			(1,807	)
	General and administrative			12,249			17,443			(5,194	)	General and administrative			16,805			16,319			486
	Transaction related costs			203			736			(533	)	Transaction related costs			81			786			(705	)
		Total expenses		137,893			144,352			(6,459	)		Total expenses		143,640			146,647			(3,007	)
Other income (expense):	Other income (expense):											Other income (expense):
	Loss from unconsolidated joint ventures			(4,221	)		(1,027	)		(3,194	)	Loss from unconsolidated joint ventures			(4,268	)		(1,332	)		(2,936	)
	Income from unconsolidated real estate funds			52			46			6		(Loss) income from unconsolidated real estate funds			(56	)		206			(262	)
	Interest and other (loss) income, net			(996	)		3,900			(4,896	)	Interest and other income, net			1,104			1,222			(118	)
	Interest and debt expense			(36,619	)		(36,924	)		305		Interest and debt expense			(35,792	)		(37,325	)		1,533
Income from continuing operations, before income taxes				4,309			6,032			(1,723	)
(Loss) income from continuing operations, before income taxes												(Loss) income from continuing operations, before income taxes			(5,877	)		7,377			(13,254	)
	Income tax expense			(604	)		(1,138	)		534		Income tax (expense) benefit			(393	)		583			(976	)
Income from continuing operations, net				3,705			4,894			(1,189	)
(Loss) income from continuing operations, net												(Loss) income from continuing operations, net			(6,270	)		7,960			(14,230	)
Income from discontinued operations, net	Income from discontinued operations, net			1,521			2,106			(585	)	Income from discontinued operations, net			2,147			3,040			(893	)
Net income				5,226			7,000			(1,774	)
Net (loss) income												Net (loss) income			(4,123	)		11,000			(15,123	)
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			(1,514	)		(2,794	)		1,280		Consolidated joint ventures			(3,566	)		(3,051	)		(515	)
	Consolidated real estate fund			(23	)		(94	)		71		Consolidated real estate fund			79			(109	)		188
	Operating Partnership			(341	)		(403	)		62		Operating Partnership			652			(758	)		1,410
Net income attributable to common stockholders			$	3,348		$	3,709		$	(361	)
Net (loss) income attributable to common stockholders												Net (loss) income attributable to common stockholders		$	(6,958	)	$	7,082		$	(14,040	)

Our revenues, which consist primarily of rental revenue and fee and other income, were ~~$183,986,000~~$176,775,000 for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$184,389,000~~$191,253,000 for the three months ended ~~March 31,~~September 30, 2019, a decrease of ~~$403,000.~~$14,478,000. Below are the details of the (decrease) increase ~~(decrease)~~ by segment.

(Amounts in thousands)	Total			New York				San Francisco			Other			Total			New York				San Francisco				Other
Rental revenue
Acquisitions / Dispositions	$	-		$	-			$	-		$	-		$	-		$	-			$	-			$	-
Same store operations		1,123			1,877		⁽¹⁾		(754	)		-			1,645			(1,675	)	⁽¹⁾		3,320		⁽²⁾		-
Non-cash write-offs of straight-line rent receivables															(14,863	)		(13,454	)			(1,409	)			-
Other, net		(1,039	)		(734	)			21			(326	)		(2,477	)		196				(2,130	)	⁽³⁾		(543	)
Increase (decrease) in rental revenue	$	84		$	1,143			$	(733	)	$	(326	)
Decrease in rental revenue														$	(15,695	)	$	(14,933	)		$	(219	)		$	(543	)

Fee and other income
Fee income
Property management	$	808		$	-			$	-		$	808		$	578		$	-			$	-			$	578
Asset management		1,203			-				-			1,203			971			-				-				971
Acquisition, disposition and leasing		(1,331	)		-				-			(1,331	)		482			-				-				482
Other		(349	)		-				-			(349	)		(37	)		-				-				(37	)
Increase in fee income		331			-				-			331			1,994			-				-				1,994
Other income
Acquisitions / Dispositions	$	-		$	-			$	-		$	-			-			-				-				-
Same store operations		(446	)		(662	)	⁽²⁾		216			-			(839	)		(1,145	)	⁽⁴⁾		306				-
Other, net		(372	)		-				-			(372	)		62			-				-				62
(Decrease) increase in other income		(818	)		(662	)			216			(372	)		(777	)		(1,145	)			306				62
(Decrease) increase in fee and other income	$	(487	)	$	(662	)		$	216		$	(41	)
Increase (decrease) in fee and other income														$	1,217		$	(1,145	)		$	306			$	2,056

Total (decrease) increase in revenues	$	(403	)	$	481			$	(517	)	$	(367	)	$	(14,478	)	$	(16,078	)		$	87			$	1,513

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative and transaction related costs, were ~~$137,893,000~~$143,640,000 for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$144,352,000~~$146,647,000 for the three months ended ~~March 31,~~September 30, 2019, a decrease of ~~$6,459,000.~~$3,007,000. Below are the details of the ~~decrease~~(decrease) increase by segment.


(Amounts in thousands)	(Amounts in thousands)	Total			New York			San Francisco				Other				(Amounts in thousands)	Total			New York			San Francisco				Other
Operating	Operating															Operating
Acquisitions / Dispositions	Acquisitions / Dispositions	$	-		$	-		$	-			$	-			Acquisitions / Dispositions	$	-		$	-		$	-			$	-
Same store operations	Same store operations		1,499			926			573				-			Same store operations		(996	)		(753	)		(243	)			-
Other, net	Other, net		54			-			-				54			Other, net		15			-			-				15
Increase in operating		$	1,553		$	926		$	573			$	54
(Decrease) increase in operating																(Decrease) increase in operating	$	(981	)	$	(753	)	$	(243	)		$	15

Depreciation and amortization	Depreciation and amortization															Depreciation and amortization
Acquisitions / Dispositions	Acquisitions / Dispositions	$	-		$	-		$	-			$	-			Acquisitions / Dispositions	$	-		$	-		$	-			$	-
Operations	Operations		(2,285	)		(5	)		(2,564	)	⁽¹⁾		284			Operations		(1,807	)		(110	)		(2,034	)	⁽¹⁾		337
(Decrease) increase in depreciation
and amortization		$	(2,285	)	$	(5	)	$	(2,564	)		$	284
(Decrease) increase in depreciation and amortization																(Decrease) increase in depreciation and amortization	$	(1,807	)	$	(110	)	$	(2,034	)		$	337

General and administrative	General and administrative															General and administrative
Stock-based compensation		$	(2,205	)	$	-		$	-			$	(2,205	)	⁽²⁾
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		(4,053	)		-			-				(4,053	)	⁽³⁾	in our deferred compensation plan	$	590		$	-		$	-			$	590		⁽²⁾
Operations	Operations		1,064			-			-				1,064			Operations		(104	)		-			-				(104	)
Decrease in general and
administrative		$	(5,194	)	$	-		$	-			$	(5,194	)
Increase in general and administrative																Increase in general and administrative	$	486		$	-		$	-			$	486

Decrease in transaction related costs	Decrease in transaction related costs	$	(533	)	$	-		$	-			$	(533	)		Decrease in transaction related costs	$	(705	)	$	-		$	-			$	(705	)

Total (decrease) increase in expenses	Total (decrease) increase in expenses	$	(6,459	)	$	921		$	(1,991	)		$	(5,389	)		Total (decrease) increase in expenses	$	(3,007	)	$	(863	)	$	(2,277	)		$	133

In the three months ended September 30, 2020, we recognized a $4,268,000 net loss from unconsolidated joint ventures compared to $1,332,000 of net loss in the three months ended September 30, 2019, an increase in loss of $2,936,000. This increase in loss resulted from:

Loss from unconsolidated real estate funds was $56,000 for the three months ended September 30, 2020, compared to an income of $206,000 for the three months ended September 30, 2019, a decrease of $262,000.

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

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

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

Income from discontinued operations was $2,147,000 for the three months ended September 30, 2020, compared to $3,040,000 for the three months ended September 30, 2019, a decrease of $893,000. This decrease resulted from:

Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures

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

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

Net loss attributable to noncontrolling interests in consolidated real estate fund was $79,000 for the three months ended September 30, 2020, compared to net income attributable to noncontrolling interests in consolidated real estate fund of $109,000 for the three months ended September 30, 2019, a decrease in income allocated to noncontrolling interest of $188,000. The decrease was primarily due to marketing expenses for One Steuart Lane.

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

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

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

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

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

In the ~~three~~nine months ended ~~March 31,~~September 30, 2020, we recognized a ~~$4,221,000~~$14,444,000 net loss from unconsolidated joint ventures compared to ~~$1,027,000~~$2,815,000 of net loss in the ~~three~~nine months ended ~~March 31,~~September 30, 2019, an increase in loss of ~~$3,194,000.~~$11,629,000. This increase in loss resulted from:

(Amounts in thousands)
Net loss attributable to recently acquired properties ⁽¹⁾	$	3,538		⁽²⁾	$	(10,301	)	⁽²⁾
Other, net		(344	)			(1,328	)
Total increase in net loss	$	3,194
Total increase in loss					$	(11,629	)

Income from unconsolidated real estate funds was ~~$52,000~~$85,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~$46,000~~$271,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~an increase~~a decrease of ~~$6,000.~~$186,000.

Interest and other ~~loss~~income was ~~$996,000~~$2,360,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to income of ~~$3,900,000~~$7,705,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, a decrease in income of ~~$4,896,000.~~$5,345,000. This decrease resulted from:

Interest and debt expense was ~~$36,619,000~~$108,420,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~$36,924,000~~$111,462,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, a decrease in expense of ~~$305,000.~~$3,042,000. This decrease resulted primarily from (i) lower interest ~~expense~~ on ~~our~~ variable rate debt due to a decrease in average LIBOR rates in the current year’s ~~three~~nine months compared to prior year’s ~~three~~nine months, partially offset by (ii) interest on $200,000,000 of borrowing under our revolving credit facility in the current year’s nine months.

Income tax expense was ~~$604,000~~$1,135,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~$1,138,000~~$823,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~a decrease~~an increase of ~~$534,000. The decrease~~$312,000. This increase was primarily due to an income tax benefit that was recognized in the prior year’s nine months as a result of a true-up ~~in 2019~~ of ~~prior year~~the tax provision.

Income from discontinued operations was ~~$1,521,000~~$5,815,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~$2,106,000~~$7,202,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, a decrease of ~~$585,000.~~$1,387,000. This decrease resulted from:

Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interests in consolidated joint ventures was ~~$1,514,000~~$5,485,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, compared to ~~$2,794,000~~$8,253,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, a decrease of ~~$1,280,000.~~$2,768,000. This decrease resulted from:

(Amounts in thousands)
Lower income attributable to 300 Mission Street ($1,084 of a loss in 2020, compared to income of $489 in 2019)	$	(1,573	)
Lower income attributable to 300 Mission Street ($2,243 of loss in 2020, compared to income of $1,289 in 2019)				$	(3,532	)	⁽¹⁾
Loss attributable to 1633 Broadway in 2020					(1,454	)	⁽²⁾
Higher income attributable to One Market Plaza ($9,182 in 2020, compared to $6,728 in 2019)					2,454		⁽³⁾
Other, net		293			(236	)
Total decrease	$	(1,280	)
Total decrease in income attributable to noncontrolling interests				$	(2,768	)

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

Net loss attributable to noncontrolling interests in consolidated real estate fund was $1,291,000 for the nine months ended September 30, 2020, compared to net income attributable to noncontrolling interests in consolidated real estate fund ~~was $23,000~~of $256,000 for the ~~three~~nine months ended ~~March 31, 2020, compared to $94,000 for the three months ended March 31,~~September 30, 2019, a decrease in income allocated to noncontrolling interest of ~~$71,000.~~$1,547,000. The decrease was primarily due to marketing expenses for One Steuart Lane.

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

Net loss attributable to noncontrolling interests in Operating Partnership was $895,000 for the nine months ended September 30, 2020, compared to net income attributable to noncontrolling interests in Operating Partnership ~~was $341,000~~of $1,419,000 for the ~~three~~nine months ended ~~March 31, 2020, compared to $403,000 for the three months ended March 31,~~September 30, 2019, a decrease in income attributable to noncontrolling interests of ~~$62,000.~~$2,314,000. This decrease resulted from lower net income subject to allocation to the unitholders of the ~~operating partnership~~Operating Partnership for the ~~three~~nine months ended ~~March 31,~~September 30, 2020.

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

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

As of ~~March 31,~~September 30, 2020, we had ~~$1.20~~$1.35 billion of liquidity comprised of ~~$377,689,000~~$515,942,000 of cash and cash equivalents, ~~$20,563,000~~$30,965,000 of restricted cash and $800,000,000 of borrowing capacity under our revolving credit facility. As of ~~March 31,~~September 30, 2020, our outstanding consolidated debt aggregated ~~$3.99 billion. We had~~$4.0 billion, including $200,000,000 outstanding under our revolving credit ~~facility as of March 31, 2020 and none~~facility. None of our debt matures ~~until November 2021.~~in 2020 and $850,000,000 of our debt matures in 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.

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

On ~~March 13,~~September 15, 2020, we declared a regular quarterly cash dividend of $0.10 per share of common stock for the ~~first~~third quarter ending ~~March 31,~~September 30, 2020, which was paid on ~~April~~October 15, 2020 to stockholders of record as of the close of business on ~~March 31,~~September 30, 2020. This dividend policy, if continued, would require us to pay out approximately ~~$24,400,000~~$24,200,000 each quarter to common stockholders and unitholders.

As of ~~March 31,~~September 30, 2020, our unconsolidated joint ventures had $1.63 billion of outstanding indebtedness, of which our share was ~~$604,112,000.~~$606,158,000. 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. We believe, after consultation with legal counsel that the likelihood of a loss is reasonably possible, and while it is not possible to predict the outcome of these Notices, we estimate the range of loss could be between $0 and ~~$44,500,000.~~$46,600,000. 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 ~~$398,252,000~~$546,907,000 and $331,487,000 as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively, and ~~$360,471,000~~$323,438,000 and $365,409,000 as of ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. Cash and cash equivalents and restricted cash increased by ~~$66,765,000~~$215,420,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and decreased by ~~$4,938,000~~$41,971,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019. The following table sets forth the changes in cash flow.

		For the Three Months Ended March 31,						For the Nine Months Ended September 30,
(Amounts in thousands)	(Amounts in thousands)	2020		2019			(Amounts in thousands)	2020			2019
Net cash provided by (used in):	Net cash provided by (used in):						Net cash provided by (used in):
Operating activities	Operating activities	$	26,960	$	94,451		Operating activities	$	139,569		$	206,647
Investing activities	Investing activities		115		(56,645	)	Investing activities		(19,533	)		(58,387	)
Financing activities	Financing activities		39,690		(42,744	)	Financing activities		95,384			(190,231	)

Nine months ended ~~March 31,~~September 30, 2020 – We generated ~~$26,960,000~~$139,569,000 of cash from operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, primarily from (i) ~~$66,343,000~~$176,877,000 of net income (before ~~$61,117,000~~$183,458,000 of noncash adjustments), and (ii) ~~$1,124,000~~$2,168,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$40,507,000~~$39,476,000 of net changes in operating assets and liabilities. Noncash adjustments of ~~$61,117,000~~$183,458,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and below-market leases and amortization of stock-based compensation.

Nine months ended ~~March 31,~~September 30, 2019 – We generated ~~$94,451,000~~$206,647,000 of cash from operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, primarily from (i) ~~$64,281,000~~$195,149,000 of net income (before ~~$57,281,000~~$173,115,000 of ~~non-cash adjustments)~~noncash adjustments and $1,140,000 of gain on sale of real estate), (ii) $4,140,000 of distributions from unconsolidated joint ventures and real estate funds, (iii) $2,339,000 from the receipt of accrued interest on preferred equity investment, ~~(iii) $1,548,000 of distributions from unconsolidated joint ventures and real estate funds~~ and (iv) ~~$26,283,000~~$5,019,000 of net changes in operating assets and liabilities. ~~Non-cash~~Noncash adjustments of ~~$57,281,000~~$173,115,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and below market leases and amortization of stock-based compensation.

Nine months ended ~~March 31,~~September 30, 2020 – We ~~generated $115,000~~used $19,533,000 of cash ~~from~~for investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, primarily ~~from~~due to (i) $60,348,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, and (ii) $2,945,000 of contributions to our unconsolidated real estate funds, partially offset by (iii) $36,918,000 repayment of amounts due from affiliates, ~~partially offset by~~and (iv) $6,842,000 from the net sales of marketable securities (which are held in our deferred compensation plan).

Nine months ended September 30, 2019 – We used $58,387,000 of cash for investing activities for the nine months ended September 30, 2019, primarily due to (i) $148,896,000 for investments in and contributions of capital to unconsolidated joint ventures, (ii) ~~$30,460,000~~$70,094,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, (iii) ~~$3,407,000~~$25,000,000 for real estate acquisition deposit and (iv) $2,247,000 of net contributions to our unconsolidated real estate funds, partially offset by (v) $150,307,000 of proceeds from sale of real estate, (vi) $33,750,000 from the redemption of a preferred equity investment, and (vii) $3,793,000 from the net ~~purchases~~sales of marketable securities (which are held in our deferred compensation plan)~~, and (iv) $2,936,000 of contributions to our unconsolidated real estate funds.~~.

~~Three months ended March 31, 2019~~ – We used $56,645,000 of cash from investing activities for the three months ended March 31, 2019, primarily due to (i) $49,239,000 for investments in and contributions of capital to unconsolidated joint ventures, (ii) $27,944,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, (iii) $11,000,000 for a receivable from an affiliate and (iv) $3,436,000 from the net purchases of marketable securities (which are held in our deferred compensation plan), partially offset by (v) $33,750,000 from the redemption of a preferred equity investment and (vi) $1,224,000 of net distributions from our unconsolidated real estate funds.

Nine months ended ~~March 31,~~September 30, 2020 – We generated ~~$39,690,000~~$95,384,000 of cash from financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, primarily from (i) $163,082,000 of borrowings under the revolving credit facility, (ii) ~~$8,055,000~~$111,984,000 of proceeds from the sale of a 10.0% interest in 1633 Broadway, (iii) $11,555,000 of contributions from noncontrolling interests, ~~(iii) $3,073,000~~and (iv) $9,791,000 of proceeds from notes and mortgages payable, partially offset by ~~(iv) $97,013,000~~(v) $108,520,000 for the repurchases of common shares, ~~(v) $25,255,000~~(vi) $73,889,000 for dividends and distributions paid to common stockholders and unitholders, ~~(vi)~~(vii) $9,530,000 for distributions to noncontrolling interests, (viii) $8,771,000 for repayment of note payable issued in connection with the acquisition of noncontrolling interest in consolidated real estate fund ~~(vii) $3,172,000 for distributions to noncontrolling interests~~ and ~~(viii) $309,000~~(ix) $318,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings.

Nine months ended ~~March 31,~~September 30, 2019 – We used ~~$42,744,000~~$190,231,000 of cash ~~for~~in financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, primarily due to (i) ~~$30,777,000~~$89,005,000 for ~~distributions to noncontrolling interests,~~the repurchases of common shares, (ii) ~~$25,902,000~~$77,804,000 for dividends and distributions paid to common stockholders and unitholders, (iii) ~~$301,000~~$40,037,000 for distributions to noncontrolling interests, (iv) $1,000,000 for acquisition of noncontrolling interest in consolidated real estate funds (v) $314,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and ~~(iv)~~(vi) $260,000 for the payment of debt issuance costs, partially offset by ~~(v) $14,496,000~~(vii) $14,989,000 of contributions from noncontrolling ~~interests.~~interests and (viii) $3,200,000 of proceeds from notes and mortgages payable.

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

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

The following tables present reconciliations of our net (loss) income ~~(loss)~~ to NOI and Cash NOI for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019.

	For the Three Months Ended March 31, 2020												For the Three Months Ended September 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	5,226		$	9,715		$	5,905		$	(10,394	)
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income													$	(4,123	)	$	(4,076	)	$	9,765		$	(9,812	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		58,427			40,019			17,327			1,081			58,889			39,942			17,787			1,160
General and administrative		12,249			-			-			12,249			16,805			-			-			16,805
Interest and debt expense		36,619			22,732			12,562			1,325			35,792			21,585			12,492			1,715
Income tax expense (benefit)		604			-			(7	)		611
Income tax expense														393			3			7			383
NOI from unconsolidated joint ventures		13,392			2,944			10,382			66			12,935			3,116			10,019			(200	)
Loss (income) from unconsolidated joint ventures														4,268			(239	)		4,251			256
Fee income		(6,330	)		-			-			(6,330	)		(9,153	)		-			-			(9,153	)
Interest and other loss (income), net		996			-			(187	)		1,183
Interest and other income, net														(1,104	)		-			(41	)		(1,063	)
Adjustments related to discontinued operations		690			-			-			690			10			-			-			10
Other, net		4,372			82			4,148			142			137			-			-			137
NOI		126,245			75,492			50,130			623			114,849			60,331			54,280			238
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(15,691	)		-			(15,691	)		-			(20,433	)		(1,443	)		(18,979	)		(11	)
Consolidated real estate fund		3			-			-			3			205			-			-			205
Paramount's share of NOI	$	110,557		$	75,492		$	34,439		$	626		$	94,621		$	58,888		$	35,301		$	432

NOI	$	126,245		$	75,492		$	50,130		$	623		$	114,849		$	60,331		$	54,280		$	238
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(11,804	)		(6,410	)		(5,475	)		81			(5,523	)		4,134			(9,628	)		(29	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(2,832	)		388			(3,220	)		-			(2,986	)		79			(3,065	)		-
Adjustments related to discontinued operations		119			-			-			119			128			-			-			128
Cash NOI		111,728			69,470			41,435			823			106,468			64,544			41,587			337
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(13,202	)		-			(13,202	)		-			(14,513	)		(1,768	)		(12,734	)		(11	)
Consolidated real estate fund		3			-			-			3			205			-			-			205
Paramount's share of Cash NOI	$	98,529		$	69,470		$	28,233		$	826		$	92,160		$	62,776		$	28,853		$	531

	For the Three Months Ended September 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	11,000		$	8,905		$	10,361		$	(8,266	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		60,696			40,052			19,821			823
General and administrative		16,319			-			-			16,319
Interest and debt expense		37,325			23,818			12,383			1,124
Income tax benefit		(583	)		-			-			(583	)
NOI from unconsolidated joint ventures		4,973			2,776			2,106			91
Loss (income) from unconsolidated joint ventures		1,332			(235	)		1,602			(35	)
Fee income		(7,159	)		-			-			(7,159	)
Interest and other income, net		(1,222	)		-			(236	)		(986	)
Adjustments related to discontinued operations		1,222			-			-			1,222
Other, net		580			-			-			580
NOI		124,483			75,316			46,037			3,130
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(18,765	)		-			(18,765	)		-
Consolidated real estate fund		-			-			-			-
Paramount's share of NOI	$	105,718		$	75,316		$	27,272		$	3,130

NOI	$	124,483		$	75,316		$	46,037		$	3,130
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(11,556	)		(8,593	)		(2,941	)		(22	)
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(2,787	)		436			(3,223	)		-
Adjustments related to discontinued operations		91			-			-			91
Cash NOI		110,231			67,159			39,873			3,199
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(16,680	)		-			(16,680	)		-
Consolidated real estate fund		-			-			-			-
Paramount's share of Cash NOI	$	93,551		$	67,159		$	23,193		$	3,199

	For the Three Months Ended March 31, 2019												For the Nine Months Ended September 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	7,000		$	9,077		$	8,037		$	(10,114	)
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income													$	(6,581	)	$	7,594		$	19,839		$	(34,014	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		60,712			40,024			19,891			797			176,032			119,888			52,794			3,350
General and administrative		17,443			-			-			17,443			46,955			-			-			46,955
Interest and debt expense		36,924			23,743			12,166			1,015			108,420			66,121			37,377			4,922
Income tax expense		1,138			-			6			1,132			1,135			3			-			1,132
NOI from unconsolidated joint ventures		5,411			4,657			700			54			36,703			8,740			29,566			(1,603	)
Loss (income) from unconsolidated joint ventures														14,444			(377	)		13,050			1,771
Fee income		(5,999	)		-			-			(5,999	)		(21,692	)		-			-			(21,692	)
Interest and other income, net		(3,900	)		-			(134	)		(3,766	)		(2,360	)		-			(278	)		(2,082	)
Adjustments related to discontinued operations		2,377			-			-			2,377			700			-			-			700
Other, net		1,717			149			872			696			457			-			-			457
NOI		122,823			77,650			41,538			3,635			354,213			201,969			152,348			(104	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(17,909	)		-			(17,909	)		-			(51,857	)		(1,873	)		(49,973	)	��	(11	)
Consolidated real estate fund		29			-			-			29			1,645			-			-			1,645
Paramount's share of NOI	$	104,943		$	77,650		$	23,629		$	3,664		$	304,001		$	200,096		$	102,375		$	1,530

NOI	$	122,823		$	77,650		$	41,538		$	3,635		$	354,213		$	201,969		$	152,348		$	(104	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(11,869	)		(9,324	)		(2,612	)		67			(27,364	)		(8,044	)		(19,344	)		24
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(3,240	)		475			(3,715	)		-			(7,519	)		855			(8,374	)		-
Adjustments related to discontinued operations		111			-			-			111			361			-			-			361
Cash NOI		107,825			68,801			35,211			3,813			319,691			194,780			124,630			281
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(14,785	)		-			(14,785	)		-			(41,431	)		(2,272	)		(39,148	)		(11	)
Consolidated real estate fund		29			-			-			29			1,645			-			-			1,645
Paramount's share of Cash NOI	$	93,069		$	68,801		$	20,426		$	3,842		$	279,905		$	192,508		$	85,482		$	1,915

	For the Nine Months Ended September 30, 2019
(Amounts in thousands)	Total			New York			San Francisco			Other
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)	$	23,174		$	27,178		$	26,495		$	(30,499	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		181,685			120,002			59,257			2,426
General and administrative		51,457			-			-			51,457
Interest and debt expense		111,462			71,444			36,822			3,196
Income tax expense		823			-			19			804
NOI from unconsolidated joint ventures		14,569			10,319			4,019			231
Loss (income) from unconsolidated joint ventures		2,815			(854	)		3,723			(54	)
Fee income		(17,371	)		-			-			(17,371	)
Interest and other income, net		(7,705	)		-			(595	)		(7,110	)
Adjustments related to discontinued operations		5,947			-			-			5,947
Other, net		1,433			-			-			1,433
NOI		368,289			228,089			129,740			10,460
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(54,513	)		-			(54,513	)		-
Consolidated real estate fund		23			-			-			23
Paramount's share of NOI	$	313,799		$	228,089		$	75,227		$	10,483

NOI	$	368,289		$	228,089		$	129,740		$	10,460
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(34,362	)		(27,142	)		(7,243	)		23
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(8,772	)		1,391			(10,163	)		-
Adjustments related to discontinued operations		302			-			-			302
Cash NOI		325,457			202,338			112,334			10,785
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(47,048	)		-			(47,048	)		-
Consolidated real estate fund		23			-			-			23
Paramount's share of Cash NOI	$	278,432		$	202,338		$	65,286		$	10,808

The tables below set forth the reconciliations of our share of NOI to our share of Same Store NOI and Same Store Cash NOI for the three and nine months ~~March 31,~~ended September 30, 2020 and 2019. These metrics are used to measure the operating performance of our properties in our New York and San Francisco portfolios that were owned by us in a similar manner during both the current and prior reporting periods, and represents our share of Same Store NOI and Same Store Cash NOI from consolidated and unconsolidated joint ventures based on our percentage ownership in the underlying assets. Same Store NOI also excludes lease termination income, impairment of receivables arising from operating leases and certain other items that vary from period to period. Same Store Cash NOI excludes the effect of non-cash items such as the straight-line rent adjustments and the amortization of above and below-market leases.

For the Three Months Ended March 31, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the three months ended

March 31, 2020⁽¹⁾

$
110,557

$
75,492

$
34,439

$
626

Acquisitions ⁽²⁾

(9,292
)

-

(9,292
)

-

Dispositions / Discontinued Operations ⁽³⁾

(2,211
)

-

-

(2,211
)

Lease termination income and other, net

1,502

(76
)

(7
)

1,585

Paramount's share of Same Store NOI for the three months

ended March 31, 2020

$
100,556

$
75,416

$
25,140

$
-

For the Three Months Ended March 31, 2019

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of NOI for the three months ended

March 31, 2019⁽¹⁾

$
104,943

$
77,650

$
23,629

$
3,664

Acquisitions

-

-

-

-

Dispositions / Discontinued Operations ⁽³⁾

(4,483
)

-

-

(4,483
)

Lease termination income and other, net

(1,342
)

(2,161
)

-

819

Paramount's share of Same Store NOI for the three months

ended March 31, 2019

$
99,118

$
75,489

$
23,629

$
-

Increase (decrease) in Same Store NOI

$
1,438

$
(73
)

$
1,511

$
-

% Increase (decrease)

1.5
%

(0.1
%)

6.4
%

	For the Three Months Ended September 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
September 30, 2020⁽¹⁾	$	94,621		$	58,888			$	35,301		$	432
Acquisitions ⁽²⁾		(7,160	)		-				(7,160	)		-
Dispositions / Discontinued Operations		(2,157	)		-				-			(2,157	)	⁽³⁾
Non-cash write-offs of straight-line rent receivables ⁽⁴⁾		13,109			12,396				713			-
Lease termination income and other, net		1,772			(101	)			148			1,725
Paramount's share of Same Store NOI for the three
months ended September 30, 2020	$	100,185		$	71,183			$	29,002		$	-

	For the Three Months Ended September 30, 2019
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
September 30, 2019⁽¹⁾	$	105,718		$	75,316			$	27,272		$	3,130
Acquisitions		-			-				-			-
Dispositions / Discontinued Operations		(7,133	)		(2,871	)	⁽⁵⁾		-			(4,262	)	⁽³⁾
Reserves for uncollectible accounts receivable⁽⁴⁾		172			174				(2	)		-
Lease termination income and other, net		381			-				(751	)		1,132
Paramount's share of Same Store NOI for the three
months ended September 30, 2019	$	99,138		$	72,619			$	26,519		$	-


Increase (decrease) in Same Store NOI	$	1,047		$	(1,436	)		$	2,483		$	-
% Increase (decrease)		1.1	%		(2.0	%)			9.4	%

	For the Three Months Ended September 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended September 30, 2020 ⁽¹⁾	$	92,160		$	62,776			$	28,853		$	531
Acquisitions ⁽²⁾		(5,899	)		-				(5,899	)		-
Dispositions / Discontinued Operations		(2,285	)		-				-			(2,285	)	⁽³⁾
Lease termination income and other, net		1,801			(101	)			148			1,754
Paramount's share of Same Store Cash NOI for the three
months ended September 30, 2020	$	85,777		$	62,675			$	23,102		$	-

	For the Three Months Ended September 30, 2019
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended September 30, 2019 ⁽¹⁾	$	93,551		$	67,159			$	23,193		$	3,199
Acquisitions		-			-				-			-
Dispositions / Discontinued Operations		(6,760	)		(2,407	)	⁽⁴⁾		-			(4,353	)	⁽³⁾
Reserves for uncollectible accounts receivable ⁽⁵⁾		172			174				(2	)		-
Lease termination income and other, net		403			-				(751	)		1,154
Paramount's share of Same Store Cash NOI for the three
months ended September 30, 2019	$	87,366		$	64,926			$	22,440		$	-


(Decrease) increase in Same Store Cash NOI	$	(1,589	)	$	(2,251	)		$	662		$	-
% (Decrease) increase		(1.8	%)		(3.5	%)			3.0	%

	For the Nine Months Ended September 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the nine months
ended September 30, 2020 ⁽¹⁾	$	304,001		$	200,096			$	102,375		$	1,530
Acquisitions ⁽²⁾		(24,877	)		-				(24,877	)		-
Dispositions / Discontinued Operations		(6,515	)		-				-			(6,515	)	⁽³⁾
Non-cash write-offs (primarily straight-line rent receivables) ⁽⁴⁾		20,794			17,389				3,405			-
Reserves for uncollectible accounts receivable ⁽⁴⁾		1,940			1,152				788			-
Lease termination income and other, net		4,872			(254	)			141			4,985
Paramount's share of Same Store NOI for the nine
months ended September 30, 2020	$	300,215		$	218,383			$	81,832		$	-

	For the Nine Months Ended September 30, 2019
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of NOI for the nine months
ended September 30, 2019 ⁽¹⁾	$	313,799		$	228,089			$	75,227		$	10,483
Acquisitions		-			-				-			-
Dispositions / Discontinued Operations		(16,955	)		(3,806	)	⁽⁵⁾		-			(13,149	)	⁽³⁾
Reserves for uncollectible accounts receivable ⁽⁴⁾		448			473				(25	)		-
Lease termination income and other, net		(431	)		(2,346	)			(751	)		2,666
Paramount's share of Same Store NOI for the nine
months ended September 30, 2019	$	296,861		$	222,410			$	74,451		$	-



Increase (decrease) in Same Store NOI	$	3,354		$	(4,027	)		$	7,381		$	-
% Increase (decrease)		1.1	%		(1.8	%)			9.9	%

For the Three Months Ended March 31, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the three months ended

March 31, 2020 ⁽¹⁾

$
98,529

$
69,470

$
28,233

$
826

Acquisitions ⁽²⁾

(6,806
)

-

(6,806
)

-

Dispositions / Discontinued Operations ⁽³⁾

(2,330
)

-

-

(2,330
)

Lease termination income and other, net

1,421

(76
)

(7
)

1,504

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

months ended March 31, 2020

$
90,814

$
69,394

$
21,420

$
-

For the Three Months Ended March 31, 2019

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the three months ended

March 31, 2019 ⁽¹⁾

$
93,069

$
68,801

$
20,426

$
3,842

Acquisitions

-

-

-

-

Dispositions / Discontinued Operations ⁽³⁾

(4,594
)

-

-

(4,594
)

Lease termination income and other, net

(1,409
)

(2,161
)

-

752

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

months ended March 31, 2019

$
87,066

$
66,640

$
20,426

$
-

Increase in Same Store Cash NOI

$
3,748

$
2,754

$
994

$
-

% Increase

4.3
%

4.1
%

4.9
%

	For the Nine Months Ended September 30, 2020
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the nine months
ended September 30, 2020 ⁽¹⁾	$	279,905		$	192,508			$	85,482		$	1,915
Acquisitions ⁽²⁾		(19,459	)		-				(19,459	)		-
Dispositions / Discontinued Operations		(6,876	)		-				-			(6,876	)	⁽³⁾
Reserves for uncollectible accounts receivable ⁽⁴⁾		1,940			1,152				788			-
Lease termination income and other, net		4,848			(254	)			141			4,961
Paramount's share of Same Store Cash NOI for the nine
months ended September 30, 2020	$	260,358		$	193,406			$	66,952		$	-

	For the Nine Months Ended September 30, 2019
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the nine months
ended September 30, 2019 ⁽¹⁾	$	278,432		$	202,338			$	65,286		$	10,808
Acquisitions		-			-				-			-
Dispositions / Discontinued Operations		(16,664	)		(3,213	)	⁽⁵⁾		-			(13,451	)	⁽³⁾
Reserves for uncollectible accounts receivable ⁽⁴⁾		448			473				(25	)		-
Lease termination income and other, net		(454	)		(2,346	)			(751	)		2,643
Paramount's share of Same Store Cash NOI for the nine
months ended September 30, 2019	$	261,762		$	197,252			$	64,510		$	-



Increase (decrease) in Same Store Cash NOI	$	(1,404	)	$	(3,846	)		$	2,442		$	-
% Increase (decrease)		(0.5	%)		(1.9	%)			3.8	%

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

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

FFO and Core FFO are presented as supplemental financial measures and do not fully represent our operating performance. Neither FFO nor Core FFO is intended to be a measure of cash flow or liquidity. Please refer to our consolidated financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations and cash flows. The following table presents a reconciliation of net (loss) income to FFO and Core FFO for the periods set forth below.


	For the Three Months Ended March 31,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Amounts in thousands, except share and per share amounts)	2020			2019			2020			2019			2020			2019
Reconciliation of net income to FFO and Core FFO:
Net income	$	5,226		$	7,000
Real estate depreciation and amortization (including our share of unconsolidated
joint ventures)		70,940			63,688
Reconciliation of net (loss) income to FFO and Core FFO:
Net (loss) income							$	(4,123	)	$	11,000		$	(6,581	)	$	23,174
Real estate depreciation and amortization (including our share
of unconsolidated joint ventures)								71,131			65,099			212,617			192,508
Adjustments related to discontinued operations		690			2,377			-			1,222			690			5,947
FFO		76,856			73,065			67,008			77,321			206,726			221,629
Less FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(8,969	)		(11,748	)		(12,695	)		(12,142	)		(30,375	)		(35,167	)
Consolidated real estate fund		(23	)		(94	)		79			(109	)		1,291			(256	)
Operating Partnership		(6,278	)		(5,998	)		(4,659	)		(6,294	)		(15,660	)		(17,997	)
FFO attributable to common stockholders	$	61,586		$	55,225		$	49,733		$	58,776		$	161,982		$	168,209
Per diluted share	$	0.27		$	0.24		$	0.22		$	0.25		$	0.72		$	0.72

FFO	$	76,856		$	73,065		$	67,008		$	77,321		$	206,726		$	221,629
Non-core items:
Our share of earnings in excess of distribution received from 712 Fifth Avenue		(388	)		1,270
Our share of distributions received from 712 Fifth Avenue
in excess of earnings								(498	)		(976	)		(1,806	)		(1,037	)
Other, net		303			823			308			715			935			1,798
Core FFO		76,771			75,158			66,818			77,060			205,855			222,390
Less Core FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(8,969	)		(11,748	)		(12,695	)		(12,142	)		(30,375	)		(35,167	)
Consolidated real estate fund		(23	)		(94	)		79			(109	)		1,291			(256	)
Operating Partnership		(6,270	)		(6,203	)		(4,642	)		(6,269	)		(15,584	)		(18,075	)
Core FFO attributable to common stockholders	$	61,509		$	57,113		$	49,560		$	58,540		$	161,187		$	168,892
Per diluted share	$	0.27		$	0.24		$	0.22		$	0.25		$	0.72		$	0.72

Reconciliation of weighted average shares outstanding:
Weighted average shares outstanding		227,769,213			233,419,299			221,461,146			231,197,838			223,593,376			232,974,210
Effect of dilutive securities		35,963			39,139			6,025			32,101			14,740			30,707
Denominator for FFO and Core FFO per diluted share		227,805,176			233,458,438			221,467,171			231,229,939			223,608,116			233,004,917

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 ~~March 31,~~September 30, 2020.

Property	Property	Rate	2020		2021		2022		2023		2024		Thereafter		Total		Fair Value		Property	Rate	2020		2021		2022		2023		2024		Thereafter		Total		Fair Value
(Amounts in thousands)	(Amounts in thousands)																		(Amounts in thousands)
Fixed Rate Debt:	Fixed Rate Debt:																		Fixed Rate Debt:
	1633 Broadway	2.99%	$	-	$	-	$	-	$	-	$	-	$	1,250,000	$	1,250,000	$	1,248,951	1633 Broadway	2.99%	$	-	$	-	$	-	$	-	$	-	$	1,250,000	$	1,250,000	$	1,249,058
	1301 Avenue of the Americas	3.05%		-		500,000		-		-		-		-		500,000		500,362	1301 Avenue of the Americas	3.05%		-		500,000		-		-		-		-		500,000		500,246
	31 West 52nd Street	3.80%		-		-		-		-		-		500,000		500,000		521,922	31 West 52nd Street	3.80%		-		-		-		-		-		500,000		500,000		520,340
	One Market Plaza	4.03%		-		-		-		-		975,000		-		975,000		1,012,011	One Market Plaza	4.03%		-		-		-		-		975,000		-		975,000		1,007,151
	300 Mission Street	3.65%		-		-		-		237,716		-		-		237,716		242,791	300 Mission Street	3.65%		-		-		-		244,434		-		-		244,434		248,916
Total Fixed Rate Debt	Total Fixed Rate Debt	3.45%	$	-	$	500,000	$	-	$	237,716	$	975,000	$	1,750,000	$	3,462,716	$	3,526,037	Total Fixed Rate Debt	3.45%	$	-	$	500,000	$	-	$	244,434	$	975,000	$	1,750,000	$	3,469,434	$	3,525,711

Variable Rate Debt:	Variable Rate Debt:																		Variable Rate Debt:
	1301 Avenue of the Americas	3.43%	$	-	$	350,000	$	-	$	-	$	-	$	-	$	350,000	$	345,608	1301 Avenue of the Americas	1.99%	$	-	$	350,000	$	-	$	-	$	-	$	-	$	350,000	$	346,188
	Revolving Credit Facility	1.96%		-		-		200,000		-		-		-		200,000		199,997	Revolving Credit Facility	1.30%		-		-		200,000		-		-		-		200,000		200,007
Total Variable Rate Debt	Total Variable Rate Debt	2.89%	$	-	$	350,000	$	200,000	$	-	$	-	$	-	$	550,000	$	545,605	Total Variable Rate Debt	1.74%	$	-	$	350,000	$	200,000	$	-	$	-	$	-	$	550,000	$	546,195

Total Consolidated Debt	Total Consolidated Debt	3.38%	$	-	$	850,000	$	200,000	$	237,716	$	975,000	$	1,750,000	$	4,012,716	$	4,071,642	Total Consolidated Debt	3.22%	$	-	$	850,000	$	200,000	$	244,434	$	975,000	$	1,750,000	$	4,019,434	$	4,071,906

In addition to the above, our unconsolidated joint ventures had $1.63 billion of outstanding indebtedness as of ~~March 31,~~September 30, 2020, of which our share was ~~$604,112,000.~~$606,158,000.

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

		As of March 31, 2020								As of December 31, 2019						As of September 30, 2020								As of December 31, 2019
(Amounts in thousands, except per share amount)		Balance		Weighted Average Interest Rate			Effect of 1% Increase in Base Rates			Balance		Weighted Average Interest Rate				Balance		Weighted Average Interest Rate			Effect of 1% Increase in Base Rates			Balance		Weighted Average Interest Rate
Paramount's share of consolidated debt:
Variable rate		$	550,000		2.89	%	$	5,500		$	386,918		3.49	%		$	550,000		1.74	%	$	5,500		$	386,918		3.49	%
Fixed rate			2,801,680		3.34	%		-			2,800,724		3.34	%			2,678,781		3.36	%		-			2,800,724		3.34	%
		$	3,351,680		3.27	%	$	5,500		$	3,187,642		3.36	%		$	3,228,781		3.08	%	$	5,500		$	3,187,642		3.36	%

Paramount's share of debt of non-consolidated
entities (non-recourse):
Variable rate		$	100,342		3.57	%	$	1,003		$	99,748		3.96	%		$	102,429		3.33	%	$	1,024		$	99,748		3.96	%
Fixed rate			503,770		3.30	%		-			503,777		3.30	%			503,729		3.30	%		-			503,777		3.30	%
		$	604,112		3.35	%	$	1,003		$	603,525		3.41	%		$	606,158		3.31	%	$	1,024		$	603,525		3.41	%

Noncontrolling interests' share of above	Noncontrolling interests' share of above						$	(602	)						Noncontrolling interests' share of above						$	(559	)
Total change in annual net income							$	5,901													$	5,965
Per diluted share							$	0.03													$	0.03

Our variable rate debt outstanding as of ~~March 31,~~September 30, 2020 is based on LIBOR, which is expected to remain available through the end of 2021, but may be discontinued or otherwise become unavailable thereafter. In the event that LIBOR is discontinued, the interest rate for our variable rate debt and interest rate swaps, including interest rates for our variable rate debt and interest rate swaps of our unconsolidated joint ventures following such event, will be based on an alternative variable rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance.

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 ~~March 31,~~September 30, 2020, 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 ~~March 31,~~September 30, 2020, we do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.

The following risk factor supplements the risk factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, and should be read in conjunction with the other risk factors presented in the Annual Report on Form 10-K.

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

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

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

During the three months ended ~~March 31,~~September 30, 2020, we issued an aggregate of ~~79,286~~13,615 shares of common stock in exchange for ~~79,286~~13,615 common units of our Operating Partnership held by certain limited partners. These shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. We relied on this exemption based upon factual representations received from the limited partners who received the shares of common stock.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to an additional $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. InFrom January 1, 2020 through October 28, 2020, we repurchased 13,813,158 common shares at a weighted average price of $8.69 per share, or $120,000,000 in the aggregate. Of the 13,813,158 common shares repurchased, (i) 10,856,865 shares were repurchased in the three months ended March 31, 2020 ~~we repurchased 10,856,865 common shares~~ at a weighted average price of $9.21 per share, or $100,000,000 in the aggregate, (ii) 1,233,190 shares were repurchased in the three months ended September 30, 2020 at a weighted average price of $6.91 per share, or $8,520,000 in the aggregate, and (iii) the remaining 1,723,103 shares were repurchased in October 2020 at a weighted average price of $6.66 per share, or $11,480,000 in the aggregate. ~~As of April 1, 2020, we~~We have ~~$100,000,000~~$80,00,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including the price and availability of our shares, trading volume, ~~and~~ general market ~~conditions.~~conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

The following table summarizes our purchases of equity securities in the three months ended ~~March 31,~~September 30, 2020.

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

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


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

Item		Page Number
Part I.	Financial Information

Item 1.	Consolidated Financial Statements

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

	Consolidated Statements of Income (Unaudited) for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019	4

	Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019	5

	Consolidated Statements of Changes in Equity (Unaudited) for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019	6

	Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019	78

	Notes to Consolidated Financial Statements (Unaudited)	910

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4562

Item 4.	Controls and Procedures	4764

Part II.	Other Information

Item 1.	Legal Proceedings	4865

Item 1A.	RiskFactors	4865

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5068

Item 3.	Defaults Upon Senior Securities	5068

Item 4.	Mine Safety Disclosures	5068

Item 5.	Other Information	5068

Item 6.	Exhibits	5169

Signatures		5270

(Amounts in thousands)	As of
Balance Sheets:	March 31, 2020			December 31, 2019
Real estate, net	$	2,579,785		$	2,581,738
Cash and cash equivalents and restricted cash		80,856			75,071
Intangible assets, net		155,881			172,041
Other assets		40,408			36,218
Total assets	$	2,856,930		$	2,865,068

Notes and mortgages payable, net	$	1,680,697		$	1,648,403
Intangible liabilities, net		35,672			38,377
Other liabilities		70,360			65,759
Total liabilities		1,786,729			1,752,539
Equity		1,070,201			1,112,529
Total liabilities and equity	$	2,856,930		$	2,865,068


(Amounts in thousands)	For the Three Months Ended March 31,
Income Statements:	2020			2019
Revenues:
Rental revenue	$	62,447		$	38,224
Fee and other income		747			98
Total revenues		63,194			38,322
Expenses:
Operating		25,940			14,403
Depreciation and amortization		30,182			14,125
Total expenses		56,122			28,528
Other income (expense):
Interest and other income, net		77			98
Interest and debt expense		(15,909	)		(11,527	)
Net loss before income taxes		(8,760	)		(1,635	)
Income tax expense		(39	)		(8	)
Net loss	$	(8,799	)	$	(1,643	)

(Amounts in thousands)	As of
Balance Sheets:	September 30, 2020		December 31, 2019
Real estate, net	$	2,638,584	$	2,581,738
Cash and cash equivalents and restricted cash		112,392		75,071
Intangible assets, net		124,754		172,041
Other assets		46,816		36,218
Total assets	$	2,922,546	$	2,865,068

Notes and mortgages payable, net	$	1,753,699	$	1,648,403
Intangible liabilities, net		29,106		38,377
Other liabilities		93,518		65,759
Total liabilities		1,876,323		1,752,539
Equity		1,046,223		1,112,529
Total liabilities and equity	$	2,922,546	$	2,865,068

(Amounts in thousands)	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
Income Statements:	2020			2019			2020			2019
Revenues:
Rental revenue	$	61,340		$	40,361		$	182,923		$	115,041
Fee and other income		625			827			2,149			1,317
Total revenues		61,965			41,188			185,072			116,358
Expenses:
Operating		26,381			17,670			81,963			47,347
Depreciation and amortization		29,700			17,252			88,981			46,459
Total expenses		56,081			34,922			170,944			93,806
Other income (expense):
Interest and other (loss) income, net		(45	)		179			3			478
Interest and debt expense		(14,030	)		(12,902	)		(44,244	)		(36,752	)
Net loss before income taxes		(8,191	)		(6,457	)		(30,113	)		(13,722	)
Income tax (expense) benefit		(1	)		2			(45	)		(6	)
Net loss	$	(8,192	)	$	(6,455	)	$	(30,158	)	$	(13,728	)


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


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

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

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

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

(Amounts in thousands)	For the Three Months Ended
Statements of Cash Flows: ⁽¹⁾	March 31, 2020			March 31, 2019
Cash (used in) provided by operating activities	$	(2,448	)	$	2,648
Cash used in investing activities		-			(224	)

Additional Cash Flow information:
Depreciation and amortization	$	690		$	2,377
Additions to real estate		-			(224	)

Three Months Ended March 31, 2020				Total			New York			San Francisco
	Total square feet leased				206,784			48,872			157,912
	Pro rata share of total square feet leased:				126,068			44,604			81,464
		Initial rent ⁽¹⁾		$	91.59		$	73.24		$	101.64
		Weighted average lease term (in years)			4.8			4.0			5.2

		Tenant improvements and leasing commissions:
			Per square foot	$	33.36		$	32.23		$	33.98
			Per square foot per annum	$	6.99		$	7.97		$	6.56
			Percentage of initial rent		7.6	%		10.9	%		6.5	%

		Rent concessions:
			Average free rent period (in months)		2.0			1.1			2.5
			Average free rent period per annum (in months)		0.4			0.3			0.5

		Second generation space: ⁽²⁾
		Square feet			104,308			36,322			67,986
		Cash basis:
			Initial rent ⁽¹⁾	$	90.17		$	65.16		$	103.53
			Prior escalated rent ⁽³⁾	$	68.65		$	62.72		$	71.82
			Percentage increase		31.3	%		3.9	%		44.2	%
		GAAP basis:
			Straight-line rent	$	91.14		$	65.16		$	105.02
			Prior straight-line rent	$	65.95		$	59.93		$	69.17
			Percentage increase		38.2	%		8.7	%		51.8	%

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

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

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

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

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

(Amounts in thousands)
Net loss attributable to recently acquired properties ⁽¹⁾	$	(3,031	)	⁽²⁾
Other, net		95
Total increase in loss	$	(2,936	)

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

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

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($1,577 in 2020, compared to $390 in 2019)	$	1,187		⁽¹⁾
Loss attributable to 1633 Broadway in 2020		(962	)	⁽²⁾
Other, net		290
Total increase in income attributable to noncontrolling interests	$	515

(Amounts in thousands)
Decrease in the value of investments in our deferred compensation plan (which is offset by a decrease in "general and administrative")	$	(4,053	)
Preferred equity investment income in 2019		(454	)
Other, net		(389	)
Total decrease	$	(4,896	)


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

(Amounts in thousands)
Liberty Place (income in 2019)	$	(975	)
1899 Pennsylvania Avenue ($1,521 of income in 2020 compared to $1,131 in 2019)		390
Total decrease	$	(585	)

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

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
January 2020		4,750	⁽¹⁾	$	14.20		-	$	200,000,000
February 2020		729,152	⁽²⁾		12.65		715,500		190,976,000
March 2020		10,147,634	⁽²⁾		8.97		10,141,365		100,000,000

Exhibit Number		Exhibit Description


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

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

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

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

101.SCH*		Inline XBRL Taxonomy Extension Schema.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.

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

*		Filed herewith

**		Furnished herewith

†		Indicates management contract or compensatory plan or arrangement

	Paramount Group, Inc.

Date: ~~April 29,~~October 28, 2020	By:	/s/ Wilbur Paes
		Wilbur Paes
		Executive Vice President, Chief Financial Officer and Treasurer (duly authorized officer and principal financial and accounting officer)