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, an 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”~~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 ~~July~~April 15, ~~2021,~~2022, there were ~~218,961,000~~219,069,624 shares of the registrant’s common stock outstanding.

(Amounts in thousands, except share, unit and per share amounts)	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Assets
Real estate, at cost:
Land	$	1,966,237		$	1,966,237		$	1,966,237		$	1,966,237
Buildings and improvements		6,011,239			5,997,078			6,080,289			6,061,824
		7,977,476			7,963,315			8,046,526			8,028,061
Accumulated depreciation and amortization		(1,026,542	)		(966,697	)		(1,152,264	)		(1,112,977	)
Real estate, net		6,950,934			6,996,618			6,894,262			6,915,084
Cash and cash equivalents		475,289			434,530			461,995			524,900
Restricted cash		32,552			30,794			6,331			4,766
Investments in unconsolidated joint ventures		407,564			412,724			423,219			408,096
Investments in unconsolidated real estate funds		12,979			12,917			11,573			11,421
Accounts and other receivables		13,366			17,502			11,678			15,582
Due from affiliates								49,316			-
Deferred rent receivable		339,874			330,239			330,944			332,735
Deferred charges, net of accumulated amortization of $62,761 and $56,612		111,275			116,278
Intangible assets, net of accumulated amortization of $245,405 and $283,332		135,764			153,519
Deferred charges, net of accumulated amortization of $57,324 and $70,666								120,557			122,177
Intangible assets, net of accumulated amortization of $226,822 and $252,142								112,108			119,413
Other assets		53,543			48,976			76,599			40,388
Total assets ⁽¹⁾	$	8,533,140		$	8,554,097		$	8,498,582		$	8,494,562

Liabilities and Equity
Notes and mortgages payable, net of unamortized deferred financing costs of $15,105 and $18,695	$	3,816,759		$	3,800,739
Notes and mortgages payable, net of unamortized deferred financing costs of $21,206 and $22,380							$	3,836,794		$	3,835,620
Revolving credit facility		0			0			0			0
Accounts payable and accrued expenses		103,895			101,901			111,171			116,192
Dividends and distributions payable		16,897			16,796			18,777			16,895
Intangible liabilities, net of accumulated amortization of $106,086 and $107,981		50,392			55,996
Intangible liabilities, net of accumulated amortization of $95,530 and $105,790								43,196			45,328
Other liabilities		65,074			62,931			25,621			25,495
Total liabilities ⁽¹⁾		4,053,017			4,038,363			4,035,559			4,039,530
Commitments and contingencies
Paramount Group, Inc. equity:
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 218,961,870 and 218,817,337 shares in 2021 and 2020, respectively		2,189			2,188
Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 219,077,024 and 218,991,795 shares in 2022 and 2021, respectively								2,190			2,190
Additional paid-in-capital		4,113,889			4,120,173			4,120,077			4,122,680
Earnings less than distributions		(507,321	)		(456,393	)		(552,732	)		(538,845	)
Accumulated other comprehensive loss		(8,478	)		(12,791	)
Accumulated other comprehensive income								28,466			2,138
Paramount Group, Inc. equity		3,600,279			3,653,177			3,598,001			3,588,163
Noncontrolling interests in:
Consolidated joint ventures		442,428			437,161			417,577			428,833
Consolidated real estate fund		79,085			79,017			80,909			81,925
Operating Partnership (21,799,022 and 20,756,618 units outstanding)		358,331			346,379
Operating Partnership (22,325,258 and 21,740,404 units outstanding)								366,536			356,111
Total equity		4,480,123			4,515,734			4,463,023			4,455,032
Total liabilities and equity	$	8,533,140		$	8,554,097		$	8,498,582		$	8,494,562

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,						For the Three Months Ended March 31,
(Amounts in thousands, except share and per share amounts)	2021			2020			2021			2020			2022			2021
Revenues:
Rental revenue	$	174,628		$	163,989		$	347,774		$	339,414		$	169,922		$	173,146
Fee and other income		7,641			7,129			15,661			15,690			13,763			8,020
Total revenues		182,269			171,118			363,435			355,104			183,685			181,166
Expenses:
Operating		64,072			64,313			130,690			131,327			66,661			66,618
Depreciation and amortization		59,925			58,716			118,230			117,143			55,624			58,305
General and administrative		18,418			17,901			32,782			30,150			15,645			14,364
Transaction related costs		135			258			416			461			117			281
Total expenses		142,550			141,188			282,118			279,081			138,047			139,568
Other income (expense):
Loss from unconsolidated joint ventures		(15,717	)		(5,955	)		(21,033	)		(10,176	)		(5,113	)		(5,316	)
Income from unconsolidated real estate funds		148			89			328			141			170			180
Interest and other income, net		1,070			2,252			2,372			1,256			231			1,302
Interest and debt expense		(34,914	)		(36,009	)		(69,653	)		(72,628	)		(34,277	)		(34,739	)
Loss from continuing operations, before income taxes		(9,694	)		(9,693	)		(6,669	)		(5,384	)
Net income before income taxes														6,649			3,025
Income tax expense		(434	)		(138	)		(1,575	)		(742	)		(527	)		(1,141	)
Loss from continuing operations, net		(10,128	)		(9,831	)		(8,244	)		(6,126	)
Income from discontinued operations, net		-			2,147			-			3,668
Net loss		(10,128	)		(7,684	)		(8,244	)		(2,458	)
Net income														6,122			1,884
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures		(7,428	)		(405	)		(13,156	)		(1,919	)		(3,425	)		(5,728	)
Consolidated real estate fund		29			1,235			(56	)		1,212			1,016			(85	)
Operating Partnership		1,584			584			1,935			243			(342	)		351
Net loss attributable to common stockholders	$	(15,943	)	$	(6,270	)	$	(19,521	)	$	(2,922	)
Net income (loss) attributable to common stockholders													$	3,371		$	(3,578	)


(Loss) Income per Common Share - Basic
Loss from continuing operations, net	$	(0.07	)	$	(0.04	)	$	(0.09	)	$	(0.03	)
Income from discontinued operations, net		-			0.01			-			0.02
Net loss per common share	$	(0.07	)	$	(0.03	)	$	(0.09	)	$	(0.01	)
Weighted average common shares outstanding		218,696,284			221,573,199			218,681,228			224,671,206
Income (Loss) per Common Share - Basic:
Income (loss) per common share													$	0.02		$	(0.02	)
Weighted average shares outstanding														218,782,296			218,666,005

(Loss) Income per Common Share - Diluted
Loss from continuing operations, net	$	(0.07	)	$	(0.04	)	$	(0.09	)	$	(0.03	)
Income from discontinued operations, net		-			0.01			-			0.02
Net loss per common share	$	(0.07	)	$	(0.03	)	$	(0.09	)	$	(0.01	)
Weighted average common shares outstanding		218,696,284			221,573,199			218,681,228			224,671,206
Income (Loss) per Common Share - Diluted:
Income (loss) per common share													$	0.02		$	(0.02	)
Weighted average shares outstanding														218,840,094			218,666,005

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

Ventures

Fund

Partnership

Equity

Balance as of March 31, 2021

218,950

$
2,189

$
4,111,144

$
(476,051
)

$
(8,809
)

$
438,937

$
79,114

$
359,411

$
4,505,935

Net (loss) income

-

-

-

(15,943
)

-

7,428

(29
)

(1,584
)

(10,128
)
Common shares issued upon redemption of
   common units

10

-

165

-

-

-

-

(165
)

-

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

2

-

-

-

-

-

-

-

-

Dividends and distributions ($0.07 per share
   and unit)

-

-

-

(15,327
)

-

-

-

(1,570
)

(16,897
)
Distributions to noncontrolling interests

-

-

-

-

-

(3,937
)

-

-

(3,937
)
Pro rata share of other comprehensive income
   of unconsolidated joint ventures

-

-

-

-

331

-

-

34

365

Amortization of equity awards

-

-

304

-

-

-

-

4,481

4,785

Reallocation of noncontrolling interest

-

-

2,276

-

-

-

-

(2,276
)

-

Balance as of June 30, 2021

218,962

$
2,189

$
4,113,889

$
(507,321
)

$
(8,478
)

$
442,428

$
79,085

$
358,331

$
4,480,123

Balance as of March 31, 2020

221,750

$
2,219

$
4,102,287

$
(368,767
)

$
(13,478
)

$
359,120

$
80,476

$
345,335

$
4,507,192

Net (loss) income

-

-

-

(6,270
)

-

405

(1,235
)

(584
)

(7,684
)
Common shares issued under Omnibus
   share plan, net of shares withheld for taxes

14

-

-

(7
)

-

-

-

-

(7
)
Dividends and distributions ($0.10 per share
   and unit)

-

-

-

(22,176
)

-

-

-

(2,116
)

(24,292
)
Contributions from noncontrolling interests

-

-

-

-

-

3,500

-

-

3,500

Distributions to noncontrolling interests

-

-

-

-

-

(3,185
)

-

-

(3,185
)
Pro rata share of other comprehensive (loss) income
   of unconsolidated joint ventures

-

-

-

-

(1,553
)

-

2

(145
)

(1,696
)
Amortization of equity awards

-

-

294

-

-

-

-

3,981

4,275

Sale of a 10.0% interest in 1633 Broadway

-

-

33,230

-

-

76,343

-

-

109,573

Reallocation of noncontrolling interest

-

-

(2,269
)

-

-

-

-

2,269

-

Balance as of June 30, 2020

221,764

$
2,219

$
4,133,542

$
(397,220
)

$
(15,031
)

$
436,183

$
79,243

$
348,740

$
4,587,676

													Accumulated			Noncontrolling Interests in																						Accumulated			Noncontrolling Interests in
							Additional			Earnings			Other			Consolidated			Consolidated													Additional			Earnings			Other			Consolidated			Consolidated
(Amounts in thousands, except per share	Common Shares						Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total			Common Shares				Paid-in-			Less than			Comprehensive			Joint			Real Estate			Operating			Total
and unit amounts)	Shares			Amount			Capital			Distributions			Loss			Ventures			Fund			Partnership			Equity			Shares		Amount		Capital			Distributions			Income (Loss)			Ventures			Fund			Partnership			Equity
Balance as of December 31, 2021																													218,992	$	2,190	$	4,122,680		$	(538,845	)	$	2,138		$	428,833		$	81,925		$	356,111		$	4,455,032
Net income (loss)																													-		-		-			3,371			-			3,425			(1,016	)		342			6,122
Common shares issued under Omnibus share plan, net of shares withheld for taxes																													85		-		-			(280	)		-			-			-			-			(280	)
Dividends and distributions ($0.0775 per share and unit)																													-		-		-			(16,978	)		-			-			-			(1,799	)		(18,777	)
Distributions to noncontrolling interests																													-		-		-			-			-			(14,681	)		-			-			(14,681	)
Change in value of interest rate swaps and interest rate caps																													-		-		-			-			16,837			-			-			1,708			18,545
Pro rata share of other comprehensive income of unconsolidated joint ventures																													-		-		-			-			9,491			-			-			962			10,453
Amortization of equity awards																													-		-		322			-			-			-			-			6,287			6,609
Reallocation of noncontrolling interest																													-		-		(2,925	)		-			-			-			-			2,925			-
Balance as of March 31, 2022																													219,077	$	2,190	$	4,120,077		$	(552,732	)	$	28,466		$	417,577		$	80,909		$	366,536		$	4,463,023

Balance as of December 31, 2020		218,817		$	2,188		$	4,120,173		$	(456,393	)	$	(12,791	)	$	437,161		$	79,017		$	346,379		$	4,515,734			218,817	$	2,188	$	4,120,173		$	(456,393	)	$	(12,791	)	$	437,161		$	79,017		$	346,379		$	4,515,734
Net (loss) income		-			-			-			(19,521	)		-			13,156			56			(1,935	)		(8,244	)		-		-		-			(3,578	)		-			5,728			85			(351	)		1,884
Common shares issued upon redemption of common units		10			-			165			-			-			-			-			(165	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		135			1			-			(201	)		-			-			-			-			(200	)		133		1		-			(201	)		-			-			-			-			(200	)
Dividends and distributions ($0.14 per share and unit)		-			-			-			(30,654	)		-			-			-			(3,132	)		(33,786	)
Dividends and distributions ($0.07 per share and unit)																													-		-		-			(15,327	)		-			-			-			(1,562	)		(16,889	)
Contributions from noncontrolling interests		-			-			-			-			-			121			-			-			121			-		-		-			-			-			121			-			-			121
Distributions to noncontrolling interests		-			-			-			-			-			(8,562	)		-			-			(8,562	)		-		-		-			-			-			(4,625	)		-			-			(4,625	)
Pro rata share of other comprehensive income of unconsolidated joint ventures		-			-			-			-			4,313			-			12			424			4,749			-		-		-			-			3,982			-			12			390			4,384
Amortization of equity awards		-			-			611			-			-			-			-			9,700			10,311			-		-		307			-			-			-			-			5,219			5,526
Reallocation of noncontrolling interest		-			-			(7,060	)		-			-			-			-			7,060			-			-		-		(9,336	)		-			-			-			-			9,336			-
Other		-			-			-			(552	)		-			552			-			-			-			-		-		-			(552	)		-			552			-			-			-
Balance as of June 30, 2021		218,962		$	2,189		$	4,113,889		$	(507,321	)	$	(8,478	)	$	442,428		$	79,085		$	358,331		$	4,480,123

Balance as of December 31, 2019		227,432		$	2,274		$	4,133,184		$	(349,557	)	$	(171	)	$	360,778		$	72,396		$	412,058		$	4,630,962
Net (loss) income		-			-			-			(2,922	)		-			1,919			(1,212	)		(243	)		(2,458	)
Common shares issued upon redemption of common units		5,126			51			85,260			-			-			-			-			(85,311	)		-
Common shares issued under Omnibus share plan, net of shares withheld for taxes		63			3			-			(319	)		-			-			-			-			(316	)
Repurchases of common shares		(10,857	)		(109	)		(99,891	)		-			-			-			-			-			(100,000	)
Dividends and distributions ($0.20 per share and unit)		-			-			-			(44,422	)		-			-			-			(4,212	)		(48,634	)
Contributions from noncontrolling interests		-			-			-			-			-			3,500			8,055			-			11,555
Distributions to noncontrolling interests		-			-			-			-			-			(6,357	)		-			-			(6,357	)
Pro rata share of other comprehensive (loss) income of unconsolidated joint ventures		-			-			-			-			(14,860	)		-			4			(1,501	)		(16,357	)
Amortization of equity awards		-			-			692			-			-			-			-			9,016			9,708
Sale of a 10.0% interest in 1633 Broadway		-			-			33,230			-			-			76,343			-			-			109,573
Reallocation of noncontrolling interest		-			-			(18,933	)		-			-			-			-			18,933			-
Balance as of June 30, 2020		221,764		$	2,219		$	4,133,542		$	(397,220	)	$	(15,031	)	$	436,183		$	79,243		$	348,740		$	4,587,676
Balance as of March 31, 2021																													218,950	$	2,189	$	4,111,144		$	(476,051	)	$	(8,809	)	$	438,937		$	79,114		$	359,411		$	4,505,935

	For the Six Months Ended June 30,						For the Three Months Ended March 31,
(Amounts in thousands)	2021			2020			2022			2021
Cash Flows from Operating Activities:
Net loss	$	(8,244	)	$	(2,458	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income							$	6,122		$	1,884
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		118,230			117,833			55,624			58,305
Straight-lining of rental revenue		(9,632	)		(19,731	)		1,789			(7,282	)
Amortization of stock-based compensation expense		10,229			9,638			6,562			5,486
Loss from unconsolidated joint ventures		21,033			10,176			5,113			5,316
Amortization of deferred financing costs		4,640			4,637			1,538			2,319
Distributions of earnings from unconsolidated real estate funds								150			137
Distributions of earnings from unconsolidated joint ventures		623			1,459			18			-
Distributions of earnings from unconsolidated real estate funds		266			353
Amortization of above and below-market leases, net		(1,613	)		(2,744	)		(358	)		(855	)
Realized and unrealized (gains) losses on marketable securities		(1,480	)		560
Income from unconsolidated real estate funds		(328	)		(141	)		(170	)		(180	)
Realized and unrealized gains on marketable securities								-			(858	)
Other non-cash adjustments		868			152			302			735
Changes in operating assets and liabilities:
Accounts and other receivables		4,136			493			3,904			4,850
Deferred charges		(4,506	)		(8,107	)		(1,086	)		(159	)
Other assets		(5,569	)		(4,367	)		(17,688	)		(29,311	)
Accounts payable and accrued expenses		3,698			(4,148	)		(3,162	)		16,997
Other liabilities		2,107			(494	)		16			946
Net cash provided by operating activities		134,458			103,111			58,674			58,330

Cash Flows from Investing Activities:
Due from affiliates								(49,316	)		-
Additions to real estate		(52,114	)		(46,575	)		(29,025	)		(19,339	)
Contributions of capital to unconsolidated joint ventures		(11,750	)		-
Investments in unconsolidated joint venture								(9,684	)		-
Contributions of capital to unconsolidated real estate funds								(133	)		-
Purchases of marketable securities		(9,562	)		(9,248	)		-			(9,562	)
Sales of marketable securities		11,381			19,049			-			2,557
Repayment of amounts due from affiliates		-			36,918
Contributions of capital to unconsolidated real estate funds		-			(2,936	)
Net cash used in investing activities		(62,045	)		(2,792	)		(88,158	)		(26,344	)

	For the Six Months Ended June 30,						For the Three Months Ended March 31,
(Amounts in thousands)	2021			2020			2022			2021
Cash Flows from Financing Activities:
Dividends paid to common stockholders	$	(30,643	)	$	(44,989	)	$	(15,329	)	$	(15,317	)
Proceeds from notes and mortgages payable		12,430			3,073
Distributions paid to common unitholders								(1,566	)		(1,479	)
Distributions to noncontrolling interests		(8,562	)		(6,357	)		(14,681	)		(4,625	)
Distributions paid to common unitholders		(3,042	)		(4,608	)
Contributions from noncontrolling interests		121			11,555			-			121
Repurchase of shares related to stock compensation agreements and related tax withholdings		(200	)		(316	)		(280	)		(200	)
Borrowings under revolving credit facility		-			163,082
Proceeds from the sale of a 10.0% interest in 1633 Broadway		-			111,984
Repurchases of common shares		-			(100,000	)
Repayment of note payable issued in connection with the acquisition of noncontrolling interest in unconsolidated real estate fund		-			(8,771	)
Net cash (used in) provided by financing activities		(29,896	)		124,653
Proceeds from notes and mortgages payable								-			12,430
Net cash used in financing activities								(31,856	)		(9,070	)

Net increase in cash and cash equivalents and restricted cash		42,517			224,972
Net (decrease) increase in cash and cash equivalents and restricted cash								(61,340	)		22,916
Cash and cash equivalents and restricted cash at beginning of period		465,324			331,487			529,666			465,324
Cash and cash equivalents and restricted cash at end of period	$	507,841		$	556,459		$	468,326		$	488,240


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	$	434,530		$	306,215		$	524,900		$	434,530
Restricted cash at beginning of period		30,794			25,272			4,766			30,794
Cash and cash equivalents and restricted cash at beginning of period	$	465,324		$	331,487		$	529,666		$	465,324

Cash and cash equivalents at end of period	$	475,289		$	522,502		$	461,995		$	464,652
Restricted cash at end of period		32,552			33,957			6,331			23,588
Cash and cash equivalents and restricted cash at end of period	$	507,841		$	556,459		$	468,326		$	488,240

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	65,227		$	68,920		$	33,190		$	32,401
Cash payments for income taxes, net of refunds		210			1,130			1,193			24

Non-Cash Transactions:
Dividends and distributions declared but not yet paid		16,897			24,292			18,777			16,889
Change in value of interest rate swaps and interest rate caps								18,545			-
Write-off of fully amortized and/or depreciated assets								7,084			2,142
Additions to real estate included in accounts payable and accrued expenses		10,484			16,232			6,868			6,223
Write-off of fully amortized and/or depreciated assets		37,149			8,612
Common shares issued upon redemption of common units		165			85,311

As used in these consolidated financial statements, unless otherwise indicated, all references to “we,” “us,” “our,” the “Company,” and “Paramount” refer to Paramount Group, Inc., a Maryland corporation, and its consolidated subsidiaries, including Paramount Group Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”)~~, a Delaware limited partnership.~~. We are a fully-integrated real estate investment trust (“REIT”) focused on owning, operating, managing, acquiring and redeveloping high-quality, Class A office properties in select central business district submarkets of New York City and San Francisco. ~~As of June 30, 2021, our portfolio consisted of 13 Class A properties aggregating 12.9 million square feet.~~ We conduct our business through, and substantially all of our interests in properties and investments are held by, the Operating Partnership. We are the sole general partner of, and owned approximately ~~91.0%~~90.8% of, the Operating Partnership as of ~~June 30, 2021.~~March 31, 2022.

InAs of March ~~2020,~~31, 2022, we owned and/or managed a portfolio aggregating 13.9 million square feet comprised of:

Additionally, we have an investment management business, where we serve as the ~~World Health Organization declared coronavirus 2019 (“COVID-19”) a global pandemic. The outbreak~~general partner of ~~COVID-19 caused severe disruptions in the global economy. These disruptions have adversely impacted businesses~~real estate funds for institutional investors and financial markets, including that of New York and San Francisco, the markets in which we operate and where all of our assets are located. As a result, several of our tenants sought deferrals and/or short-term relief of their rental obligations and we provided relief to select tenants.

By February 2021, the U.S. Food and Drug Administration had issued emergency use authorizations of three vaccines for the prevention of COVID-19. In July 2021, New York and San Francisco lifted most COVID-19 restrictions since a significant portion of their populations have been vaccinated. Notwithstanding the vaccination success, multiple variants of the virus that cause COVID-19 continue to persist globally and in the United States. While we continue to navigate the crisis and monitor the impact of the pandemic on our business, 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.high net-worth individuals.

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, ~~2020~~2021 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, ~~2020,~~2021, 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, ~~2020.~~

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The results of operations for the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, are not necessarily indicative of the operating results for the full year.

In ~~December 2019,~~March 2020, the Financial Accounting Standards Board (“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 adopted the provisions of ASU 2019-12 on January 1, 2021. This adoption did not have an impact on our consolidated financial statements.

~~In March 2020, the FASB issued ASU~~Accounting Standards Update (“ASU”) 2020-04, which adds ~~ASC~~Accounting Standards Codification (“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. In January 2021, the FASB issued ASU 2021-01 to clarify that certain optional expedients and exceptions apply to modifications of derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and for calculating price alignment interest. ASU 2020-04 is effective beginning on March 12, 2020 and may be applied prospectively to such transactions through December 31, 2022 and ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to such transactions through December 31, 2022. We will apply ASU 2020-04 and ASU 2021-01 prospectively as and when we enter into transactions to which these updates apply.

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

~~In October 2020, the FASB issued ASU 2020-10,~~ ~~Codification Improvements~~. ASU 2020-10 codifies the disclosure guidance of all codifications which provide entities with an option to either present information on the face or disclose it in the notes to the financial statements. ASU 2020-10 also clarifies application of various provisions in the codifications where the guidance may have been unclear. ASU 2020-10 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2020, with early adoption permitted. We adopted the provisions of ASU ~~2020-10~~2020-06 on January 1, ~~2021.~~2022. This adoption did not have an impact on our consolidated financial statements.

Over the past three years, we sold the remaining assets in our Washington, D.C. portfolio, thereby exiting the Washington, D.C. office market. These dispositions represented a strategic shift in our operations and met the criteria for classifying our Washington, D.C. segment as “discontinued operations,” in accordance with ASC Topic 205, ~~Presentation of Financial Statements.~~ ~~Accordingly, effective March 31, 2020, we reclassified the results of operations of our Washington, D.C. segment as discontinued operations.~~

~~The tables below provide the details of the results of operations and the details of the cash flows related to discontinued operations for the periods set forth below.~~

On February 24, 2022, a joint venture, in which we own a 9.2% interest, acquired a 26,000 square foot retail condominium at 1600 Broadway in Manhattan for $191,500,000. In connection with the acquisition, the joint venture obtained a 10-year, $98,000,000 interest-only loan that has a fixed rate of 3.45%. The property, which is located in the heart of Times Square, is 100% leased to Mars, Inc. for a 15-year term and serves as the New York flagship location for M&M’s World. We account for our investment in 1600 Broadway under the equity method of accounting from the date of acquisition.

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	June 30, 2021		December 31, 2020			Ownership	March 31, 2022		December 31, 2021
712 Fifth Avenue ⁽¹⁾		50.0%	$	-	$	-		50.0%	$	-	$	-
Market Center		67.0%		189,985		192,306		67.0%		193,462		185,344
55 Second Street ⁽²⁾		44.1%		90,829		92,298		44.1%		87,605		88,284
111 Sutter Street		49.0%		36,634		37,818		49.0%		34,425		35,182
1600 Broadway ⁽²⁾⁽³⁾								9.2%		9,753		-
60 Wall Street ⁽²⁾		5.0%		19,198		19,164		5.0%		19,253		19,230
One Steuart Lane ⁽²⁾		35.0% ⁽³⁾		67,292		67,505		35.0% ⁽⁴⁾		75,159		76,428
Oder-Center, Germany ⁽²⁾		9.5%		3,626		3,633		9.5%		3,562		3,628
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures		$	407,564	$	412,724	Investments in unconsolidated joint ventures		$	423,219	$	408,096

		For the Three Months Ended						For the Six Months Ended
(Amounts in thousands)	(Amounts in thousands)	June 30,						June 30,						(Amounts in thousands)	For the Three Months Ended March 31,
Our Share of Net Loss:		2021			2020			2021			2020
Our Share of Net Income (Loss):														Our Share of Net Income (Loss):	2022			2021
712 Fifth Avenue ⁽¹⁾	712 Fifth Avenue ⁽¹⁾	$	(11,128	)	$	229		$	(11,128	)	$	229		712 Fifth Avenue ⁽¹⁾	$	-		$	-
Market Center	Market Center		(2,914	)		(3,070	)		(7,044	)		(5,924	)	Market Center		(2,363	)		(4,130	)
55 Second Street ⁽²⁾	55 Second Street ⁽²⁾		(847	)		(662	)		(1,469	)		(1,346	)	55 Second Street ⁽²⁾		(679	)		(622	)
111 Sutter Street	111 Sutter Street		(699	)		(919	)		(1,189	)		(1,529	)	111 Sutter Street		(778	)		(490	)
1600 Broadway ⁽²⁾⁽³⁾														1600 Broadway ⁽²⁾⁽³⁾		(48	)		-
60 Wall Street ⁽²⁾	60 Wall Street ⁽²⁾		17			(9	)		34			(91	)	60 Wall Street ⁽²⁾		12			17
One Steuart Lane ⁽²⁾	One Steuart Lane ⁽²⁾		(132	)		(1,549	)		(225	)		(1,550	)	One Steuart Lane ⁽²⁾		(1,269	)		(93	)
Oder-Center, Germany ⁽²⁾	Oder-Center, Germany ⁽²⁾		(14	)		25			(12	)		35		Oder-Center, Germany ⁽²⁾		12			2
Loss from unconsolidated joint ventures	Loss from unconsolidated joint ventures	$	(15,717	)	$	(5,955	)	$	(21,033	)	$	(10,176	)	Loss from unconsolidated joint ventures	$	(5,113	)	$	(5,316	)

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


(Amounts in thousands)	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended March 31,
Income Statements:	2021			2020			2021			2020			2022				2021
Revenues:
Rental revenue	$	57,195		$	59,136		$	113,723		$	121,583		$	57,520			$	56,528
Other income		581			777			1,338			1,524			18,582		⁽²⁾		757
Total revenues		57,776			59,913			115,061			123,107			76,102				57,285
Expenses:
Operating		25,467			29,642			50,577			55,582			42,508		⁽²⁾		25,110
Depreciation and amortization		27,014			29,099			54,467			59,281			26,898				27,453
Total expenses		52,481			58,741			105,044			114,863			69,406				52,563
Other income (expense):
Interest and other (loss) income		(23	)		(29	)		(56	)		48
Interest and other loss														(42	)			(33	)
Interest and debt expense		(13,892	)		(14,305	)		(27,632	)		(30,214	)		(17,598	)			(13,740	)
Net loss before income taxes		(8,620	)		(13,162	)		(17,671	)		(21,922	)		(10,944	)			(9,051	)
Income tax benefit (expense)		1			(5	)		(15	)		(44	)
Income tax expense														(29	)			(16	)
Net loss	$	(8,619	)	$	(13,167	)	$	(17,686	)	$	(21,966	)	$	(10,973	)		$	(9,067	)

We are the general partner and investment manager of Paramount Group Real Estate Fund VIII, LP (“Fund VIII”) and Paramount Group Real Estate Fund X, LP and its parallel fund, Paramount Group Real Estate Fund X-ECI, LP, (collectively, “Fund X”), our Alternative Investment Funds, which invest in mortgage and mezzanine loans and preferred equity investments. While Fund VIII’s investment period has ended, Fund X’s investment period ends in December 2025. As of ~~June 30, 2021,~~March 31, 2022, Fund X has ~~invested $78,791,000 of the~~ $192,000,000 of capital ~~committed.~~committed, of which $81,925,000 has been invested and $101,117,000 has been reserved for future funding. Our ownership interest in Fund VIII and Fund X was approximately 1.3% and 7.8%, respectively, as of ~~June 30, 2021.~~March 31, 2022.

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, our share of the investments in the ~~above mentioned~~ unconsolidated real estate funds aggregated ~~$12,979,000~~$11,573,000 and ~~$12,917,000, respectively,~~$11,421,000, respectively. We recognized income of $170,000 and ~~we recognized $148,000 and $89,000~~$180,000 for ~~our share of income in~~ the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $328,000 and $141,000 for our share of income in the six months ended June 30, 2021 and 2020,~~ respectively.

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

	As of						As of
(Amounts in thousands)	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Intangible assets:
Gross amount	$	381,169		$	436,851		$	338,930		$	371,555
Accumulated amortization		(245,405	)		(283,332	)		(226,822	)		(252,142	)
	$	135,764		$	153,519		$	112,108		$	119,413
Intangible liabilities:
Gross amount	$	156,478		$	163,977		$	138,726		$	151,118
Accumulated amortization		(106,086	)		(107,981	)		(95,530	)		(105,790	)
	$	50,392		$	55,996		$	43,196		$	45,328

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,				For the Three Months Ended March 31,
(Amounts in thousands)	2021		2020		2021		2020		2022		2021
Amortization of above and below-market leases, net (component of "rental revenue")	$	758	$	1,235	$	1,613	$	2,778	$	358	$	855
Amortization of acquired in-place leases (component of "depreciation and amortization")		6,551		9,190		13,770		18,682		5,531		7,219

The following table sets forth ~~annual~~ amortization of acquired above and below-market leases, net and amortization of acquired in-place leases for the nine-month period from April 1, 2022 through December 31, 2022, and each of the five succeeding years commencing from January 1, ~~2022.~~2023.

(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
2022	$	1,345	$	21,644	$	985	$	16,113
2023		5,080		17,705		5,080		17,705
2024		6,020		14,248		6,020		14,248
2025		4,674		10,451		4,674		10,451
2026		2,801		7,896		2,801		7,896
2027						2,489		7,252


			Interest Rate											Interest Rate
	Maturity	Fixed/	as of			As of						Maturity	Fixed/	as of			As of
(Amounts in thousands)	Date	Variable Rate	June 30, 2021			June 30, 2021			December 31, 2020			Date	Variable Rate	March 31, 2022			March 31, 2022			December 31, 2021
Notes and mortgages payable:	Notes and mortgages payable:											Notes and mortgages payable:
1633 Broadway ⁽¹⁾	Dec-2029	Fixed		2.99	%	$	1,250,000		$	1,250,000		Dec-2029	Fixed		2.99	%	$	1,250,000		$	1,250,000

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

1301 Avenue of the Americas ⁽²⁾	1301 Avenue of the Americas ⁽²⁾											1301 Avenue of the Americas ⁽²⁾
	Nov-2021	Fixed		3.05	%		500,000			500,000		Aug-2026	Fixed ⁽²⁾		2.46	%		500,000			500,000
	Nov-2021	L + 180 bps		1.93	%		350,000			350,000		Aug-2026	L + 356 bps ⁽³⁾		3.85	%		360,000			360,000
				2.59	%		850,000			850,000					3.04	%		860,000			860,000

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

300 Mission Street ⁽¹⁾	Oct-2023	Fixed		3.65	%		256,864			244,434		Oct-2023	Fixed		3.65	%		273,000			273,000

Total notes and mortgages payable	Total notes and mortgages payable			3.32	%		3,831,864			3,819,434		Total notes and mortgages payable			3.42	%		3,858,000			3,858,000
Less: unamortized deferred financing costs	Less: unamortized deferred financing costs						(15,105	)		(18,695	)	Less: unamortized deferred financing costs						(21,206	)		(22,380	)
Total notes and mortgages payable, net	Total notes and mortgages payable, net					$	3,816,759		$	3,800,739		Total notes and mortgages payable, net					$	3,836,794		$	3,835,620

$1.0 Billion Revolving Credit Facility	Jan-2022 ⁽³⁾	L + 115 bps	n/a			$	-		$	-
$750 Million Revolving Credit Facility												Mar-2026	SOFR + 115 bps	n/a			$	-		$	-

We have entered into interest rate swap agreements with an aggregate notional amount of $500,000,000 to fix LIBOR at 0.46% through August 2024. We also entered into interest rate cap agreements with an aggregate notional amount of $360,000,000 to cap LIBOR at 2.00% through August 2023. These interest rate swaps and interest rate caps are designated as cash flow hedges and therefore changes in their fair values are recognized in other comprehensive income or loss (outside of earnings). We recognized other comprehensive income of $18,545,000 for the three months ended March 31, 2022, from the changes in fair value of these derivative financial instruments. See Note 9, Accumulated Other Comprehensive Income. During the next twelve months, we estimate that $7,347,000 of the amounts to be recognized in accumulated other comprehensive income will be reclassified as a decrease to interest expense.

The tables below provide additional details on our interest rate swaps and interest rate caps that are designated as cash flow hedges.

We have agreements with various derivative counterparties that contain provisions wherein a default on our indebtedness could be deemed a default on our derivative obligations, which would require us to settle our derivative obligations for cash. As of March 31, 2022, we did not have any obligations relating to our interest rate swaps or interest rate caps that contained such provisions.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. During 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 which 10,856,865 common shares were repurchased in the six months ended June 30, 2020, at a weighted average price of $9.21 per share, or $100,000,000 in the~~ aggregate. We ~~did not repurchase~~have 0t repurchased any shares ~~in the six months ended June 30, 2021.~~since December 2020. We have $80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

The following table sets forth changes in accumulated other comprehensive ~~loss~~income by component for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ including amounts attributable to noncontrolling interests in the Operating Partnership.

Noncontrolling interests in consolidated joint ventures consist of equity interests held by third parties in 1633 Broadway, One Market Plaza and 300 Mission Street. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, noncontrolling interests in our consolidated joint ventures aggregated ~~$442,428,000~~$417,577,000 and ~~$437,161,000,~~$428,833,000, respectively.

Noncontrolling interests in our consolidated real estate fund consists of equity interests held by third parties in our Residential Development Fund. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the noncontrolling interest in our consolidated real estate fund aggregated ~~$79,085,000~~$80,909,000 and ~~$79,017,000,~~$81,925,000, 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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, noncontrolling interests in the Operating Partnership on our consolidated balance sheets had a carrying amount of ~~$358,331,000~~$366,536,000 and ~~$346,379,000,~~$356,111,000, respectively, and a redemption value of ~~$219,516,000~~$243,569,000 and ~~$187,640,000,~~$181,315,000, respectively, based on the closing share price of our common stock on the New York Stock ~~Exchange.~~Exchange at the end of each period.

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 ~~91.0%~~90.8% of, the Operating Partnership as of ~~June 30, 2021.~~March 31, 2022. 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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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)	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Real estate, net	$	3,454,201	$	3,470,766	$	3,398,283	$	3,415,735
Cash and cash equivalents and restricted cash		178,873		134,647		176,487		198,154
Investments in unconsolidated joint ventures		67,292		67,505		75,159		76,428
Accounts and other receivables		5,236		6,871		5,199		6,801
Deferred rent receivable		202,371		192,401		195,640		197,794
Deferred charges, net		52,008		55,156		52,101		53,013
Intangible assets, net		69,171		76,545		59,418		62,380
Other assets		24,619		21,496		25,322		15,551
Total VIE assets	$	4,053,771	$	4,025,387	$	3,987,609	$	4,025,856

Notes and mortgages payable, net	$	2,470,718	$	2,457,272	$	2,488,379	$	2,487,871
Accounts payable and accrued expenses		54,186		51,590		54,127		54,738
Intangible liabilities, net		30,504		33,566		26,395		27,674
Other liabilities		5,412		4,486		6,454		6,427
Total VIE liabilities	$	2,560,820	$	2,546,914	$	2,575,355	$	2,576,710

As of ~~June 30, 2021,~~March 31, 2022, 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)	June 30, 2021		December 31, 2020		March 31, 2022			December 31, 2021
Investments	$	12,979	$	12,917	$	11,573		$	11,421
Asset management fees and other receivables		236		561		49,330	⁽¹⁾		9
Maximum risk of loss	$	13,215	$	13,478	$	60,903		$	11,430

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 June 30, 2021								As of March 31, 2022
(Amounts in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities (included in "other assets")	$	16,839	$	16,839	$	-	$	-
Interest rate swap assets (included in "other assets")									$	22,760	$	-	$	22,760	$	-
Interest rate cap assets (included in "other assets")										2,782		-		2,782		-
Total assets	$	16,839	$	16,839	$	-	$	-	$	25,542	$	-	$	25,542	$	-

	As of December 31, 2020								As of December 31, 2021
(Amounts in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities (included in "other assets")	$	17,178	$	17,178	$	-	$	-
Interest rate swap assets (included in "other assets")									$	6,691	$	-	$	6,691	$	-
Interest rate cap assets (included in "other assets")										306		-		306		-
Total assets	$	17,178	$	17,178	$	-	$	-	$	6,997	$	-	$	6,997	$	-

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 June 30, 2021				As of December 31, 2020				As of March 31, 2022				As of December 31, 2021
(Amounts in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Notes and mortgages payable	$	3,831,864	$	3,878,237	$	3,819,434	$	3,871,644	$	3,858,000	$	3,776,544	$	3,858,000	$	3,893,252
Revolving credit facility		-		-		-		-		-		-		-		-
Total liabilities	$	3,831,864	$	3,878,237	$	3,819,434	$	3,871,644	$	3,858,000	$	3,776,544	$	3,858,000	$	3,893,252

We lease office, retail and storage space to tenants, primarily under non-cancellable operating leases which generally have terms 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. Rental revenue is recognized in accordance with ASC Topic 842, Leases, and includes (i) fixed payments of cash rents, which represents revenue each tenant pays in accordance with the terms of its respective lease and that is recognized on a straight-line basis over the non-cancellable term of the lease, and includes the effects of rent steps and rent abatements under the leases, (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, (iii) amortization of acquired above and below-market leases, net and (iv) lease termination income.

The following table is a schedule of future undiscounted cash flows under non-cancellable operating leases in effect as of ~~June 30, 2021,~~March 31, 2022, for the ~~six-month~~nine-month period from ~~July~~April 1, ~~2021~~2022 through December 31, ~~2021,~~2022, and each of the five succeeding years and thereafter commencing January 1, ~~2022.~~2023.

(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
2021		$	320,578
2022			632,390		$	477,510
2023			607,310			628,122
2024			580,419			621,054
2025			522,620			566,419
2026			426,925			470,246
2027						402,583
Thereafter			2,007,828			1,957,941
Total		$	5,098,070		$	5,123,875


		For the Three Months Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021		2020		2021		2020		(Amounts in thousands)	2022		2021
Fee income:										Fee income:
Asset management	Asset management	$	3,409	$	3,571	$	6,895	$	7,092	Asset management	$	2,885	$	3,486
Property management			2,085		2,239		4,281		4,689	Property management		2,219		2,196
Acquisition, disposition and leasing			439		-		439		-
Other			268		399		1,256		758
Acquisition, disposition, leasing and other										Acquisition, disposition, leasing and other		6,884		988
Total fee income	Total fee income		6,201		6,209		12,871		12,539	Total fee income		11,988		6,670
Other income ⁽¹⁾	Other income ⁽¹⁾		1,440		920		2,790		3,151	Other income ⁽¹⁾		1,775		1,350
Total fee and other income	Total fee and other income	$	7,641	$	7,129	$	15,661	$	15,690	Total fee and other income	$	13,763	$	8,020


	For the Three Months Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended March 31,
(Amounts in thousands)	2021		2020		2021		2020			2022		2021
Interest income, net	$	397	$	428	$	787	$	1,416		$	231	$	390
Mark-to-market of investments in our deferred compensation plans ⁽¹⁾		673		1,824		1,585		(160	)		-		912
Total interest and other income, net	$	1,070	$	2,252	$	2,372	$	1,256		$	231	$	1,302



	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended March 31,
(Amounts in thousands)	2021		2020		2021		2020		2022		2021
Interest expense	$	32,593	$	33,690	$	65,013	$	67,991	$	32,739	$	32,420
Amortization of deferred financing costs		2,321		2,319		4,640		4,637		1,538		2,319
Total interest and debt expense	$	34,914	$	36,009	$	69,653	$	72,628	$	34,277	$	34,739

Our Amended and Restated 2014 Equity Incentive Plan provides for grants of equity awards to our executive officers, non-employee directors and employees in order to attract and motivate talent for which we compete. In addition, equity awards are an effective management retention tool as they vest over multiple years based on continued employment. Equity awards are granted in the form of (i) restricted stock and (ii) long-term incentive plan (“LTIP”) units, which represent a class of partnership interests in our Operating Partnership and are typically comprised of performance-based LTIP units, time-based LTIP units and time-based appreciation only LTIP (“AOLTIP”) units. We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. We recognized stock-based compensation expense of ~~$4,743,000~~$6,562,000 and ~~$4,241,000~~$5,486,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $10,229,000 and $9,638,000 for the six months ended June 30, 2021 and 2020,~~ respectively, related to awards granted in prior periods, including the ~~2020~~ equity ~~grants~~awards granted on January 13, 2022 (“~~2020~~2022 Equity Grants”) described below.

~~2020~~2022 Performance-Based Awards Program (“~~2020~~2022 Performance Program”)

On January ~~11, 2021,~~13, 2022, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved the ~~2020~~2022 Performance Program, a multi-year performance-based long-term incentive compensation program. Under the ~~2020~~2022 Performance Program, participants may earn awards in the form of LTIP units based on our ~~Total Shareholder Return~~achievement of rigorous Net Operating Income (“~~TSR”~~NOI”) goals over a three-year performance measurement period beginning on January 1, ~~2021~~2022 and continuing through December 31, ~~2023. Specifically, 50.0%~~2024. The amount of ~~the awards would be~~LTIP units otherwise earned based on the ~~rank~~achievement of the NOI goals would then be increased or decreased based on our ~~TSR relative to the TSR~~Total Shareholder Return (“TSR”) versus that of our ~~Central Business District focused~~ New York City office REIT peers ~~comprised~~(comprised of Vornado Realty Trust, SL Green Realty Corp., and Empire State Realty ~~Trust and Columbia Property Trust, and~~Trust) but the ~~remaining 50.0%~~modifier will not result in a total payout exceeding 100% 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,~~units granted. Additionally, if our TSR is negative over the three-year performance measurement period, then the number of LTIP units that are earned under the ~~2020~~2022 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,~~Furthermore, awards earned under the ~~2020~~2022 Performance Program are subject to vesting based on continued employment with us through December 31, ~~2024,~~2025, with 50.0% of each award vesting upon the conclusion of the performance measurement period, and the remaining 50.0% vesting on December 31, ~~2024.~~2025. Lastly, our Named Executive Officers are required to hold earned awards for an additional year following vesting. ~~The~~Awards granted under the 2022 Performance Program had a fair value of ~~the awards granted under the 2020 Performance Program~~$7,188,000 on the date of the grant, ~~was $7,303,000 and~~which is being amortized into expense over the four-year vesting period using a graded vesting attribution method.

Time-Based Unit Awards Program ~~(“LTIP~~(LTIP Units, AOLTIP Units and ~~AOLTIP Units”)~~Restricted Stock)

On January ~~11, 2021,~~13, 2022, we also granted an aggregate of ~~579,520~~626,942 LTIP units, ~~and 2,171,875~~2,703,499 AOLTIP units and 120,243 shares of Restricted Stock to our executive officers and employees that will vest over a period of three to four years. LTIP units are similar to common units of our Operating Partnership in that they are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. AOLTIP units are similar to stock options in that it permits the holder to realize the benefit of any increase in the per share value of our common stock above the value at the time the AOLTIP units were granted and can be converted into a number of common units of our Operating Partnership that have an aggregate value equal to such increase. The common units issued upon the conversion of AOLTIP units are redeemable for cash, or at our election, may be converted on a one-for-one basis into shares of our common stock. The fair value of LTIP units, ~~and~~ AOLTIP units and restricted stock on the date of grant were ~~$4,598,000~~$5,313,000, $5,831,000, and ~~$4,344,000,~~$1,119,000, respectively, and these awards are being amortized into expense on a straight-line basis over the vesting period.

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

Completion of the ~~2017~~2019 Performance-Based Awards Program (“~~2017~~2019 Performance Program”)

On December 31, 2021, the performance measurement period for the 2019 Performance Program ended. On January ~~11, 2021,~~13, 2022, the Compensation Committee determined that the performance goals set forth in the ~~2017~~2019 Performance Program were not ~~satisfied during the performance measurement period, which ended on December 31, 2020.~~met. Accordingly, all of the ~~1,382,807~~ LTIP units that were granted on ~~February 5, 2018,~~January 14, 2019, were forfeited, with no awards being earned. These awards had a grant date fair value of ~~$7,009,000~~$8,106,000 and a remaining unrecognized compensation cost of ~~$416,000~~$713,000 as of ~~June 30, 2021,~~March 31, 2022, which will be amortized over a weighted-average period of ~~0.5~~0.8 years.

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

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

(Amounts in thousands, except per share amounts)

2021

2020

2021

2020

Numerator:

Continuing Operations:

Net loss from continuing operations attributable to
   common stockholders

$
(15,943
)

$
(8,234
)

$
(19,521
)

$
(6,266
)
Earnings allocated to unvested participating securities

(18
)

(14
)

(37
)

(26
)
Numerator for loss from continuing operations per
   common share - basic and diluted

(15,961
)

(8,248
)

(19,558
)

(6,292
)
Discontinued Operations:

Net income from discontinued operations attributable to
   common stockholders

-

1,964

-

3,344

Earnings allocated to unvested participating securities

-

(4
)

-

(11
)
Numerator for income from discontinued operations
   per common share - basic and diluted

-

1,960

-

3,333

Numerator for loss per common share - basic and diluted

$
(15,961
)

$
(6,288
)

$
(19,558
)

$
(2,959
)

Denominator:

Denominator for basic loss per common share - weighted
   average shares

218,696

221,573

218,681

224,671

Effect of dilutive stock-based compensation plans ⁽¹⁾

-

-

-

-

Denominator for diluted loss per common share - weighted
   average shares

218,696

221,573

218,681

224,671

(Loss) Income per Common Share - Basic and Diluted:

Continuing operations, net

$
(0.07
)

$
(0.04
)

$
(0.09
)

$
(0.03
)
Discontinued operations, net

-

0.01

-

0.02

Loss per common share - basic and diluted

$
(0.07
)

$
(0.03
)

$
(0.09
)

$
(0.01
)


	For the Three Months Ended March 31,
(Amounts in thousands, except per share amounts)	2022			2021
Numerator:
Net income (loss) attributable to common stockholders	$	3,371		$	(3,578	)
Earnings allocated to unvested participating securities		(21	)		(19	)
Numerator for income (loss) per common share - basic and diluted		3,350			(3,597	)
Denominator:
Denominator for basic loss per common share - weighted average shares		218,782			218,666
Effect of dilutive stock-based compensation plans ⁽¹⁾		58			-
Denominator for diluted loss per common share - weighted average shares		218,840			218,666

Income (loss) per common share - basic and diluted	$	0.02		$	(0.02	)

We provide property management, leasing and other related services to certain properties owned by members of the Otto Family. We recognized fee income of ~~$710,000~~$489,000 and ~~$259,000~~$517,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $1,227,000 and $707,000 for the six months ended June 30, 2021 and 2020,~~ 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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, amounts owed to us under these agreements aggregated ~~$474,000~~$752,000 and $~~34,000,~~484,000, respectively, which are included as a component of “accounts and other receivables” on our consolidated balance sheets.

We also provide ~~property~~asset management, ~~asset~~property management, leasing and other related services to our unconsolidated joint ventures and real estate funds. We recognized fee income of ~~$4,916,000~~$10,783,000 and ~~$5,396,000~~$5,586,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $10,502,000 and $10,709,000 for the six months ended June 30, 2021 and 2020,~~ 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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, amounts owed to us under these agreements aggregated ~~$4,399,000~~$2,868,000 and ~~$5,011,000,~~$2,883,000, 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 joint ventures and private equity real estate funds (or investments in feeder vehicles for these funds) to investors in Germany, including distribution of securitized notes of feeder vehicles for Fund X. Pursuant to this agreement, we have agreed to pay HTC for the costs incurred ~~to sell investments in these funds or their feeder vehicles, including certain incremental costs incurred by HTC as a result of the engagement,~~ plus a mark-up of 10%. HTC is 100% owned by Albert Behler, our Chairman, Chief Executive Officer and President. We incurred ~~expenses of $123,000~~costs aggregating $389,000 and ~~$126,000~~$122,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $245,000 and $265,000 for the six months ended June 30, 2021 and 2020,~~ respectively, in connection with this ~~agreement, which is included as a component of “transaction related costs” on our consolidated statements of income.~~agreement. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we owed ~~$123,000~~$389,000 and $523,000, 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 ~~and $90,000~~ in each of the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020, respectively, and $181,000 in each of the six months ended June 30, 2021 and 2020~~ for our share of rental income pursuant to this lease.

At March 31, 2022, we had a $49,316,000 note receivable from Fund X that bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 220 basis points and is included as “due from affiliates” on our consolidated balance sheet.

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

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

The terms of our mortgage debt ~~and certain side letters~~agreements 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 ~~June 30, 2021,~~March 31, 2022, we believe we are in compliance with all of our covenants.

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 ~~$49,800,000.~~$53,300,000. Since no amount in this range is a better estimate than any other amount within the range, we have not accrued any liability arising from potential losses relating to these Notices in our consolidated financial statements.

Our reportable segments are separated by region, based on the 2 regions in which we conduct our business: New York and San Francisco. Our determination of segments is aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker, makes key operating decisions, evaluates financial results and manages our business.

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

	For the Three Months Ended June 30, 2021												For the Three Months Ended March 31, 2022
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Property-related revenues	$	176,068		$	108,191		$	68,674		$	(797	)	$	171,697		$	115,405		$	57,089		$	(797	)
Property-related operating expenses		(64,072	)		(45,801	)		(17,067	)		(1,204	)		(66,661	)		(48,211	)		(17,292	)		(1,158	)
NOI from unconsolidated joint ventures		10,557			2,749			7,852			(44	)
NOI from unconsolidated joint ventures (excluding One Steuart Lane)														11,234			2,818			8,354			62
NOI⁽¹⁾	$	122,553		$	65,139		$	59,459		$	(2,045	)	$	116,270		$	70,012		$	48,151		$	(1,893	)

	For the Three Months Ended June 30, 2020												For the Three Months Ended March 31, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other ⁽²⁾			Total			New York			San Francisco			Other
Property-related revenues	$	168,455		$	110,679		$	54,827		$	2,949		$	174,496		$	111,837		$	63,472		$	(813	)
Property-related operating expenses		(65,712	)		(47,213	)		(16,054	)		(2,445	)		(66,618	)		(49,024	)		(16,938	)		(656	)
NOI from unconsolidated joint ventures		10,376			2,680			9,165			(1,469	)		10,326			2,821			7,537			(32	)
NOI⁽¹⁾	$	113,119		$	66,146		$	47,938		$	(965	)	$	118,204		$	65,634		$	54,071		$	(1,501	)

	For the Six Months Ended June 30, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other
Property-related revenues	$	350,564		$	220,028		$	132,146		$	(1,610	)
Property-related operating expenses		(130,690	)		(94,825	)		(34,005	)		(1,860	)
NOI from unconsolidated joint ventures		20,883			5,570			15,389			(76	)
NOI⁽¹⁾	$	240,757		$	130,773		$	113,530		$	(3,546	)

	For the Six Months Ended June 30, 2020
(Amounts in thousands)	Total			New York			San Francisco			Other ⁽²⁾
Property-related revenues	$	349,773		$	232,256		$	111,494		$	6,023
Property-related operating expenses		(134,177	)		(96,242	)		(32,973	)		(4,962	)
NOI from unconsolidated joint ventures		23,768			5,624			19,547			(1,403	)
NOI⁽¹⁾	$	239,364		$	141,638		$	98,068		$	(342	)

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

		For the Three Months Ended						For the Six Months Ended
		June 30,						June 30,							For the Three Months Ended March 31,
(Amounts in thousands)		2021			2020			2021			2020				2022			2021
NOI		$	122,553		$	113,119		$	240,757		$	239,364			$	116,270		$	118,204
Add (subtract) adjustments to arrive to net income:
Fee income			6,201			6,209			12,871			12,539				11,988			6,670
Depreciation and amortization expense			(59,925	)		(58,716	)		(118,230	)		(117,143	)			(55,624	)		(58,305	)
General and administrative expenses			(18,418	)		(17,901	)		(32,782	)		(30,150	)			(15,645	)		(14,364	)
NOI from unconsolidated joint ventures			(10,557	)		(10,376	)		(20,883	)		(23,768	)
NOI from unconsolidated joint ventures (excluding One Steuart Lane)																(11,234	)		(10,326	)
Loss from unconsolidated joint ventures			(15,717	)		(5,955	)		(21,033	)		(10,176	)			(5,113	)		(5,316	)
Interest and other income, net			1,070			2,252			2,372			1,256				231			1,302
Interest and debt expense			(34,914	)		(36,009	)		(69,653	)		(72,628	)			(34,277	)		(34,739	)
Adjustments related to discontinued operations			-			(2,147	)		-			(4,358	)
Other, net			13			(169	)		(88	)		(320	)			53			(101	)
Loss from continuing operations, before income taxes			(9,694	)		(9,693	)		(6,669	)		(5,384	)
Net income before income taxes																6,649			3,025
Income tax expense			(434	)		(138	)		(1,575	)		(742	)			(527	)		(1,141	)
Loss from continuing operations, net			(10,128	)		(9,831	)		(8,244	)		(6,126	)
Income from discontinued operations, net			-			2,147			-			3,668
Net loss			(10,128	)		(7,684	)		(8,244	)		(2,458	)
Net income																6,122			1,884
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			(7,428	)		(405	)		(13,156	)		(1,919	)			(3,425	)		(5,728	)
Consolidated real estate fund			29			1,235			(56	)		1,212				1,016			(85	)
Operating Partnership			1,584			584			1,935			243				(342	)		351
Net loss attributable to common stockholders		$	(15,943	)	$	(6,270	)	$	(19,521	)	$	(2,922	)
Net income (loss) attributable to common stockholders															$	3,371		$	(3,578	)

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
June 30, 2021	$	8,533,140	$	5,359,621	$	2,711,847	$	461,672
December 31, 2020		8,554,097		5,388,596		2,698,983		466,518
March 31, 2022									$	8,498,582	$	5,364,204	$	2,689,173	$	445,205
December 31, 2021										8,494,562		5,336,210		2,696,131		462,221

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, ~~2020.~~2021.

There are no material changes to our critical accounting ~~policies~~estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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 ~~91.0%~~90.8% of, the Operating Partnership as of ~~June 30, 2021.~~March 31, 2022.

As of March 31, 2022, we owned and/or managed a portfolio aggregating 13.9 million square feet comprised of:

Additionally, we have an investment management business, where we serve as the general partner of real estate funds for institutional investors and high net-worth individuals.

~~In March 2020, the World Health Organization declared coronavirus 2019 (“COVID-19”)~~On February 24, 2022, a global pandemic. The outbreak of COVID-19 caused severe disruptions in the global economy. These disruptions have adversely impacted businesses and financial markets, including that of New York and San Francisco, the marketsjoint venture, in which we ~~operate~~own a 9.2% interest, acquired a 26,000 square foot retail condominium at 1600 Broadway in Manhattan for $191,500,000. In connection with the acquisition, the joint venture obtained a 10-year, $98,000,000 interest-only loan that has a fixed rate of 3.45%. The property, which is located in the heart of Times Square, is 100% leased to Mars, Inc. for a 15-year term and ~~where all of our assets are located. As a result, several of our tenants sought deferrals and/or short-term relief of their rental obligations and we provided relief to select tenants.~~

~~By February 2021,~~serves as the ~~U.S. Food and Drug Administration had issued emergency use authorizations of three vaccines for the prevention of COVID-19. In July 2021,~~ New York and San Francisco lifted most COVID-19 restrictions since a significant portion of their populations have been vaccinated. Notwithstanding the vaccination success, multiple variants of the virus that cause COVID-19 continue to persist globally and in the United States. While we continue to navigate the crisis and monitor the impact of the pandemic on our business, 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.flagship location for M&M’s World.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. During 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 which 10,856,865 common shares were repurchased in the six months ended June 30, 2020, at a weighted average price of $9.21 per share, or $100,000,000 in the~~ aggregate. We ~~did~~have not ~~repurchase~~repurchased any shares ~~in the six months ended June 30, 2021.~~since December 2020. We have $80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

In the three months ended ~~June 30, 2021,~~March 31, 2022, we leased ~~246,922~~202,820 square feet, ~~including 81,516 square feet that served to backfill the recent vacancy at 31 West 52~~^nd ~~Street,~~of which our share was 152,202 that was leased ~~for~~at a weighted average ~~term~~initial rent of ~~14 years and 34,570~~$67.67 per square ~~feet that was leased to the Thespian Theatre at 1633 Broadway for a 15-year term.~~foot. This leasing activity, offset by lease expirations in the three months, ~~(comprised primarily of the expiration of TD Bank’s 131,300 square foot lease at 31 West 52~~^nd ~~Street),~~ decreased leased occupancy and same store leased occupancy (properties owned by us in a similar manner during both reporting periods) by 6010 basis points to ~~88.0% at June 30, 2021 from 88.6%~~90.6% at March 31, ~~2021. Excluding the theatre lease, 212,352 square feet was leased in the three months, of which our share was 197,035 square feet that was leased~~2022 from 90.7% at ~~a weighted average initial rent of $70.81 per square foot.~~December 31, 2021. Of the ~~212,352~~152,202 square feet leased, ~~156,117~~141,269 square feet represented our share of second generation space (space that had been vacant for less than twelve months) for which the weighted average rental rates ~~decreased by 1.4%~~were in-line with prior escalated rent on a cash basis and ~~5.2%~~decreased by 0.5% on a GAAP basis. The weighted average lease term for leases signed during the three months was ~~9.3~~7.8 years and weighted average tenant improvements and leasing commissions on these leases were ~~$10.64~~$8.40 per square foot per annum, or ~~15.0%~~12.4% of initial rent.

In the three months ended ~~June 30, 2021,~~March 31, 2022, we leased ~~224,649~~175,524 square feet in our New York portfolio, ~~including 81,516 square feet that served to backfill the recent vacancy at 31 West 52~~^nd Street, that was leased for a weighted average term of 14 years and 34,570 square feet that was leased to the Thespian Theatre at 1633 Broadway for a 15-year term. This leasing activity, offset by the lease expirations in the three months (comprised primarily of TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy by 80 basis points to 86.5% at June 30, 2021 from 87.3% at March 31, 2021. Excluding the theatre lease, 190,079 square feet was leased in the three months, of which our share was ~~184,234~~134,104 square feet that was leased at a weighted average initial rent of $69.94 per square foot. Of the 190,079 square feet leased, 147,216 represented our share of second generation space for which rental rates decreased by 1.1% on a cash basis and 4.9% on a GAAP basis. The weighted average lease term for leases signed during the three months was 9.6 years and weighted average tenant improvements and leasing commissions on these leases were $10.86 per square foot per annum, or 15.5% of initial rent.

In the three months ended June 30, 2021, we leased 22,273 square feet in our San Francisco portfolio, of which our share was 12,801 square feet that was leased at a weighted average initial rent of $83.33$63.35 per square foot. This leasing activity, partially offset by lease expirations in the three months, increased leased occupancy and same store leased occupancy by 1040 basis points to ~~92.1%~~90.8% at ~~June 30, 2021~~March 31, 2022 from ~~92.0%~~90.4% at ~~March~~December 31, 2021. Of the ~~22,273~~134,104 square feet leased, ~~in the three months, 8,901~~126,125 square feet represented our share of second generation space (space that had been vacant for less than twelve months) for which rental ~~rates~~rate decreased by ~~6.0%~~1.1% on a cash basis and ~~9.3%~~4.5% on a GAAP basis. The weighted average lease term for leases signed during the three months was ~~5.1~~8.3 years and weighted average tenant improvements and leasing commissions on these leases were ~~$4.62~~$8.74 per square foot per annum, or ~~5.5%~~13.8% of initial rent.

In the three months ended March 31, 2022, we leased 27,296 square feet in our San Francisco portfolio, of which our share was 18,098 square feet that was leased at a weighted average initial rent of $99.67 per square foot. This leasing activity, offset by lease expirations in the three months, decreased leased occupancy and same store leased occupancy by 150 basis points to 90.1% at March 31, 2022 from 91.6% at December 31, 2021. Of the 18,098 square feet leased in the three months, 15,144 square feet represented our share of second generation space for which we achieved rental rate increases of 6.3% on a cash basis and 24.9% on a GAAP basis. The weighted average lease term for leases signed during the three months was 4.6 years and weighted average tenant improvements and leasing commissions on these leases were $3.95 per square foot per annum, or 4.0% of initial rent.

The following table presents additional details on the leases signed during the three months ended ~~June 30, 2021.~~March 31, 2022. 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 June 30, 2021
Total

New York

San Francisco

Total square feet leased

246,922

224,649

⁽¹⁾

22,273

Pro rata share of total square feet leased:

197,035

184,234

12,801

Initial rent ⁽²⁾
$
70.81

$
69.94

$
83.33

Weighted average lease term (in years)

9.3

9.6

5.1

Tenant improvements and leasing commissions:

Per square foot
$
99.43

$
104.70

$
23.63

Per square foot per annum
$
10.64

$
10.86

$
4.62

Percentage of initial rent

15.0
%

15.5
%

5.5
%

Rent concessions:

Average free rent period (in months)

12.7

13.3

4.8

Average free rent period per annum (in months)

1.4

1.4

0.9

Second generation space: ⁽³⁾

Square feet

156,117

147,216

8,901

Cash basis:

Initial rent ⁽²⁾
$
74.27

$
73.64

$
84.78

Prior escalated rent ⁽⁴⁾
$
75.35

$
74.45

$
90.23

Percentage decrease

(1.4
%)

(1.1
%)

(6.0
%)

GAAP basis:

Straight-line rent
$
70.03

$
69.27

$
82.61

Prior straight-line rent
$
73.86

$
72.82

$
91.04

Percentage decrease

(5.2
%)

(4.9
%)

(9.3
%)

Three Months Ended March 31, 2022				Total			New York			San Francisco
	Total square feet leased				202,820			175,524			27,296
	Pro rata share of total square feet leased:				152,202			134,104			18,098
		Initial rent ⁽¹⁾		$	67.67		$	63.35		$	99.67
		Weighted average lease term (in years)			7.8			8.3			4.6

		Tenant improvements and leasing commissions:
			Per square foot	$	65.84		$	72.26		$	18.25
			Per square foot per annum	$	8.40		$	8.74		$	3.95
			Percentage of initial rent		12.4	%		13.8	%		4.0	%

		Rent concessions:
			Average free rent period (in months)		8.5			9.5			1.6
			Average free rent period per annum (in months)		1.1			1.1			0.3

		Second generation space: ⁽²⁾
		Square feet			141,269			126,125			15,144
		Cash basis:
			Initial rent ⁽¹⁾	$	66.06		$	61.73		$	102.14
			Prior escalated rent ⁽³⁾	$	66.04		$	62.43		$	96.05
			Percentage increase (decrease)		0.0	%		(1.1	%)		6.3	%
		GAAP basis:
			Straight-line rent	$	64.44		$	59.79		$	103.20
			Prior straight-line rent	$	64.76		$	62.61		$	82.66
			Percentage (decrease) increase		(0.5	%)		(4.5	%)		24.9	%

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

~~In the six months ended June 30, 2021, we leased 435,563 square feet, including 81,516 square feet that served to backfill the recent vacancy at 31 West 52~~^nd Street, that was leased for a weighted average term of 14 years and an aggregate of 190,526 square feet of theatre space that was leased at 1633 Broadway for a weighted average term of 19 years. This leasing activity, offset by lease expirations in the six months (comprised primarily of the expiration of Barclays’ 497,500 square foot lease at 1301 Avenue of the Americas and TD Bank’s 131,300 square foot lease at 31 West 52^nd Street), decreased leased occupancy and same store leased occupancy (properties owned by us in a similar manner during both reporting periods) by 720 basis points to 88.0% at June 30, 2021 from 95.2% at December 31, 2020. Excluding the theatre leases, 245,037 square feet was leased in the six months, of which our share was 216,690 square feet at a weighted average initial rent of $71.29 per square foot. Of the 245,037 square feet leased, 174,328 square feet represented our share of second generation space (space that had been vacant for less than twelve months) for which rental rates decreased by 2.2% on a cash basis and 6.6% on a GAAP basis. The weighted average lease term for leases signed during the six months was 8.9 years and weighted average tenant improvements and leasing commissions on these leases were $10.38 per square foot per annum, or 14.6% of initial rent.

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

In the six months ended June 30, 2021, we leased 54,958 square feet in our San Francisco portfolio, of which our share was 32,456 square feet that was leased at a weighted average initial rent of $78.94 per square foot. This leasing activity, offset by lease expirations in the six months, decreased leased occupancy and same store leased occupancy by 360 basis points to 92.1% at June 30, 2021 from 95.7% at December 31, 2020. Of the 54,958 square feet leased in the six months, 27,112 square feet represented our share of second generation space for which rental rates decreased by 7.7% on a cash basis and 13.8% on a GAAP basis. The weighted average lease term for leases signed during the six months was 4.4 years and weighted average tenant improvements and leasing commissions on these leases were $4.38 per square foot per annum, or 5.5% of initial rent.

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

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

Financial Results - Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Net ~~loss~~income attributable to common stockholders was ~~$15,943,000,~~$3,371,000, or ~~$0.07~~$0.02 per diluted share, for the three months ended ~~June 30,~~March 31, ~~2021,~~2022, compared to ~~$6,270,000,~~net loss attributable to common stockholders of $3,578,000, or ~~$0.03~~$0.02 per diluted share, for the three months ended June 30, 2020. Net loss attributable to common stockholders for the three months ended June 30, 2021 includes (i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.1% for the three months ended June 30, 2021 compared to 94.5% for the three months ended June 30, 2020). Net loss attributable to common stockholders for the three months ended June 30, 2020 includes non-cash write-offs (primarily for straight-line rent receivables) aggregating $7,030,000.March 31, 2021.

Funds from Operations (“FFO”) attributable to common stockholders was ~~$37,943,000,~~$54,873,000, or ~~$0.17~~$0.25 per diluted share, for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$50,663,000,~~$50,874,000, or $0.23 per diluted share, for the three months ended ~~June 30, 2020.~~March 31, 2021. FFO attributable to common stockholders for the three months ended June 30, 2021 includes (i) a contribution to an unconsolidated joint venture of $10,688,000 that was expensed in accordance with GAAP and (ii) lower earnings resulting from a reduction in weighted average portfolio occupancy levels (87.1% for the three months ended June 30, 2021 compared to 94.5% for the three months ended June 30, 2020). FFO attributable to common stockholders for the three months ended June 30, 2020 includes non-cash write-offs (primarily for straight-line rent receivables) aggregating $7,030,000. FFO attributable to common stockholders for the three months ended ~~June 30~~March 31, ~~2021~~2022 and ~~2020 also~~2021 includes the impact of non-core items, which are listed in the table on page ~~59.~~44. The aggregate of the non-core items, net of amounts attributable to noncontrolling interests, ~~decreased FFO attributable to common stockholders for the three months ended June 30, 2021 by $9,665,000, or $0.05 per diluted share, and~~ increased FFO attributable to common stockholders for the three months ended ~~June 30, 2020~~March 31, 2022 and 2021 by ~~$545,000,~~$295,000 and $302,000, respectively, 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 ~~59,~~44, was ~~$47,608,000,~~$54,578,000, or ~~$0.22~~$0.25 per diluted share, for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$50,118,000,~~$50,572,000, or $0.23 per diluted share, for the three months ended ~~June 30, 2020~~March 31, 2021.

The table below summarizes the percentage (decrease) increase in our share of Same Store NOI and Same Store Cash NOI, by segment, for the three months ended ~~June 30, 2021~~March 31, 2022 versus ~~June 30, 2020.~~March 31, 2021.

	Total			New York			San Francisco			Total			New York			San Francisco
Same Store NOI		(11.0	%)		(11.7	%)		(9.5	%)		(2.7	%)		3.1	%		(13.0	%)
Same Store Cash NOI		3.0	%		3.8	%		1.3	%		3.9	%		6.6	%		(1.7	%)

See pages ~~51-59~~40-44 “Non-GAAP Financial Measures” for a reconciliation of these measures to the most directly comparable GAAP measure and the reasons why we believe these non-GAAP measures are useful.

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

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

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

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

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

Results of Operations - Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

The following pages summarize our consolidated results of operations for the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

			For the Three Months Ended June 30,											For the Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)		2021			2020			Change			(Amounts in thousands)		2022			2021			Change
Revenues:	Revenues:											Revenues:
	Rental revenue		$	174,628		$	163,989		$	10,639		Rental revenue		$	169,922		$	173,146		$	(3,224	)
	Fee and other income			7,641			7,129			512		Fee and other income			13,763			8,020			5,743
		Total revenues		182,269			171,118			11,151			Total revenues		183,685			181,166			2,519
Expenses:	Expenses:											Expenses:
	Operating			64,072			64,313			(241	)	Operating			66,661			66,618			43
	Depreciation and amortization			59,925			58,716			1,209		Depreciation and amortization			55,624			58,305			(2,681	)
	General and administrative			18,418			17,901			517		General and administrative			15,645			14,364			1,281
	Transaction related costs			135			258			(123	)	Transaction related costs			117			281			(164	)
		Total expenses		142,550			141,188			1,362			Total expenses		138,047			139,568			(1,521	)
Other income (expense):	Other income (expense):											Other income (expense):
	Loss from unconsolidated joint ventures			(15,717	)		(5,955	)		(9,762	)	Loss from unconsolidated joint ventures			(5,113	)		(5,316	)		203
	Income from unconsolidated real estate funds			148			89			59		Income from unconsolidated real estate funds			170			180			(10	)
	Interest and other income, net			1,070			2,252			(1,182	)	Interest and other income, net			231			1,302			(1,071	)
	Interest and debt expense			(34,914	)		(36,009	)		1,095		Interest and debt expense			(34,277	)		(34,739	)		462
Loss from continuing operations, before income taxes				(9,694	)		(9,693	)		(1	)
Net income before income taxes												Net income before income taxes			6,649			3,025			3,624
	Income tax expense			(434	)		(138	)		(296	)	Income tax expense			(527	)		(1,141	)		614
Loss from continuing operations, net				(10,128	)		(9,831	)		(297	)
Income from discontinued operations, net				-			2,147			(2,147	)
Net loss				(10,128	)		(7,684	)		(2,444	)
Net income												Net income			6,122			1,884			4,238
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			(7,428	)		(405	)		(7,023	)	Consolidated joint ventures			(3,425	)		(5,728	)		2,303
	Consolidated real estate fund			29			1,235			(1,206	)	Consolidated real estate fund			1,016			(85	)		1,101
	Operating Partnership			1,584			584			1,000		Operating Partnership			(342	)		351			(693	)
Net loss attributable to common stockholders			$	(15,943	)	$	(6,270	)	$	(9,673	)
Net income (loss) attributable to common stockholders												Net income (loss) attributable to common stockholders		$	3,371		$	(3,578	)	$	6,949

Our revenues, which consist of rental revenue and fee and other income, were ~~$182,269,000~~$183,685,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$171,118,000~~$181,166,000 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$11,151,000.~~$2,519,000. Below are the details of the increase (decrease) by segment.

(Amounts in thousands)	Total			New York				San Francisco			Other			Total			New York			San Francisco				Other
Rental revenue
Same store operations	$	(8,531	)	$	(9,788	)	⁽¹⁾	$	1,257		$	-		$	(6,071	)	$	879		$	(6,950	)	⁽¹⁾	$	-
Non-cash write-offs (primarily straight-line rent receivables)		11,309			5,400				5,909			-
Reserves for uncollectible accounts receivable		2,051			1,019				1,032			-
Other, net		5,810			628				5,253	⁽²⁾		(71	)		2,847			2,469	⁽²⁾		373				5
Increase (decrease) in rental revenue	$	10,639		$	(2,741	)		$	13,451		$	(71	)
(Decrease) increase in rental revenue														$	(3,224	)	$	3,348		$	(6,577	)		$	5

Fee and other income
Fee income
Asset management	$	(162	)	$	-			$	-		$	(162	)	$	(601	)	$	-		$	-			$	(601	)
Property management		(154	)		-				-			(154	)		23			-			-				23
Acquisition, disposition and leasing		439			-				-			439
Other		(131	)		-				-			(131	)
Decrease in fee income		(8	)		-				-			(8	)
Acquisition, disposition, leasing and other															5,896			-			-				5,896		⁽³⁾
Increase in fee income															5,318			-			-				5,318
Other income
Same store operations		520			253				396			(129	)		425			220			194				11
Increase (decrease) in other income		520			253				396			(129	)
Increase (decrease) in fee and other income	$	512		$	253			$	396		$	(137	)
Increase in other income															425			220			194				11
Increase in fee and other income														$	5,743		$	220		$	194			$	5,329

Total increase (decrease) in revenues	$	11,151		$	(2,488	)		$	13,847		$	(208	)	$	2,519		$	3,568		$	(6,383	)		$	5,334

Our expenses, which consist of operating, depreciation and amortization, general and administrative and transaction related costs, were ~~$142,550,000~~$138,047,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$141,188,000~~$139,568,000 for the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$1,362,000.~~$1,521,000. Below are the details of the (decrease) increase ~~(decrease)~~ 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
Same store operations	Same store operations	$	(399	)	$	(1,412	)		$	1,013		$	-			Same store operations	$	(459	)	$	(813	)	$	354		$	-
Other, net	Other, net		158			-				-			158			Other, net		502			-			-			502
(Decrease) increase in operating		$	(241	)	$	(1,412	)		$	1,013		$	158
Increase (decrease) in operating																Increase (decrease) in operating	$	43		$	(813	)	$	354		$	502

Depreciation and amortization	Depreciation and amortization															Depreciation and amortization
Operations	Operations	$	1,209		$	(1,638	)	⁽¹⁾	$	2,980	⁽²⁾	$	(133	)		Operations	$	(2,681	)	$	(1,671	)	$	(987	)	$	(23	)
Increase (decrease) in depreciation and amortization		$	1,209		$	(1,638	)		$	2,980		$	(133	)
Decrease in depreciation and amortization																Decrease in depreciation and amortization	$	(2,681	)	$	(1,671	)	$	(987	)	$	(23	)

General and administrative	General and administrative															General and administrative
Mark-to-market of investments	Mark-to-market of investments															Mark-to-market of investments
in our deferred compensation plan	in our deferred compensation plan	$	(1,151	)	$	-			$	-		$	(1,151	)	⁽³⁾	in our deferred compensation plan	$	(912	)	$	-		$	-		$	(912	)	⁽¹⁾
Operations	Operations		1,668			-				-			1,668			Operations		2,193			-			-			2,193
Increase in general and administrative	Increase in general and administrative	$	517		$	-			$	-		$	517			Increase in general and administrative	$	1,281		$	-		$	-		$	1,281

Decrease in transaction related costs	Decrease in transaction related costs	$	(123	)	$	-			$	-		$	(123	)		Decrease in transaction related costs	$	(164	)	$	-		$	-		$	(164	)

Total increase (decrease) in expenses		$	1,362		$	(3,050	)		$	3,993		$	419
Total (decrease) increase in expenses																Total (decrease) increase in expenses	$	(1,521	)	$	(2,484	)	$	(633	)	$	1,596

Loss from unconsolidated joint ventures was ~~$15,717,000~~$5,113,000 for the three months ended ~~June 30, 2021~~March 31, 2022, compared to ~~$5,955,000~~$5,316,000 in the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease in loss of ~~$9,762,000.~~$203,000. This ~~increase~~decrease resulted from:

(Amounts in thousands)
712 Fifth Avenue	$	(11,357	)	⁽¹⁾
Market Center					$	1,767		⁽¹⁾
One Steuart Lane						(1,176	)	⁽²⁾
Other, net		1,595				(388	)
Total increase in loss	$	(9,762	)
Total decrease in loss					$	203

Income from unconsolidated real estate funds was ~~$148,000~~$170,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$89,000~~$180,000 for the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease in income of ~~$59,000.~~$10,000.

Interest and other income was ~~$1,070,000~~$231,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$2,252,000 of income~~$1,302,000 for the three months ended ~~June 30, 2020,~~March 31, 2021, a decrease in income of ~~$1,182,000.~~$1,071,000. This decrease ~~in income~~ resulted from:

Interest and debt expense was $34,914,000 for the three months ended June 30, 2021, compared to $36,009,000 for the three months ended June 30, 2020, a decrease of $1,095,000. This decrease resulted primarily from lower borrowings from our revolving credit facility.

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

~~Income from discontinued operations was $2,147,000 for the three months ended June 30, 2020 and represented income from 1899 Pennsylvania Avenue in Washington, D.C., which was sold in December 2020.~~

~~Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures~~

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

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($4,345 of income in 2021, compared to loss of $2,736 in 2020)	$	7,081		⁽¹⁾
Mark-to-market of investments in our deferred compensation plan in 2021 ⁽¹⁾					$	(912	)
Other, net		(58	)			(159	)
Total increase in income attributable to noncontrolling interests	$	7,023
Total decrease in income					$	(1,071	)

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

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

Net loss attributable to noncontrolling interests in the Operating Partnership was $1,584,000 for the three months ended June 30, 2021, compared to $584,000 of loss for the three months ended June 30, 2020, an increase in loss allocated to noncontrolling interests of $1,000,000. This increase in loss resulted from higher net loss subject to allocation to the unitholders of the Operating Partnership for the three months ended June 30, 2021.

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

Our revenues, which consist of rental revenue and fee and other income, were $363,435,000 for the six months ended June 30, 2021, compared to $355,104,000 for the six months ended June 30, 2020, an increase of $8,331,000. Below are the details of the increase (decrease) by segment.

Our expenses, which consist of operating, depreciation and amortization, general and administrative and transaction related costs, were $282,118,000 for the six months ended June 30, 2021, compared to $279,081,000 for the six months ended June 30, 2020, an increase of $3,037,000. Below are the details of the increase (decrease) by segment.

Loss from unconsolidated joint ventures was $21,033,000 for the six months ended June 30, 2021 compared to $10,176,000 in the six months ended June 30, 2020, an increase of $10,857,000. This increase resulted from:

~~Income from unconsolidated real estate funds was $328,000 for the six months ended June 30, 2021, compared to $141,000 for the six months ended June 30, 2020, an increase of $187,000.~~

Interest and other income was $2,372,000 for the six months ended June 30, 2021, compared to $1,256,000 of income for the six months ended June 30, 2020, an increase in income of $1,116,000. This increase in income resulted from:

Interest and debt expense was ~~$69,653,000~~$34,277,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$72,628,000~~$34,739,000 for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, a decrease of ~~$2,975,000.~~$462,000. This decrease resulted primarily from ~~(i)~~ lower ~~average LIBOR rates on variable rate debt~~amortization of deferred financing costs in connection with the ~~current year’s six months compared to prior year’s six months and (ii) lower borrowings from our revolving credit facility.~~refinancing of 1301 Avenue of the Americas in July 2021.

Income tax expense was ~~$1,575,000~~$527,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$742,000~~$1,141,000 for the ~~six~~three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$833,000.~~$614,000. This ~~increase~~decrease resulted primarily from ~~higher~~lower taxable income attributable to our taxable REIT subsidiaries in the current year’s ~~six~~three months.

~~Income from discontinued operations was $3,668,000 for the six months ended June 30, 2020 and represented income from 1899 Pennsylvania Avenue in Washington, D.C., which was sold in December 2020.~~

Net Income Attributable to Noncontrolling Interests in Consolidated Joint Ventures

Net income attributable to noncontrolling interests in consolidated joint ventures was ~~$13,156,000~~$3,425,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$1,919,000~~$5,728,000 for the ~~six~~three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease in income allocated to noncontrolling interests of ~~$11,237,000.~~$2,303,000. This ~~increase~~decrease in income resulted from:

(Amounts in thousands)
Higher income attributable to 300 Mission Street ($6,582 of income in 2021, compared to loss of $3,820 in 2020)	$	10,402	⁽¹⁾
Lower income attributable to 300 Mission Street ($614 of income in 2022, compared to $2,237 in 2021)				$	(1,623	)	⁽¹⁾
Lower income attributable to One Market Plaza ($2,402 of income in 2022, compared to $3,277 in 2021)					(875	)	⁽¹⁾
Other, net		835			195
Total increase in income attributable to noncontrolling interests	$	11,237
Total decrease in income attributable to noncontrolling interests				$	(2,303	)

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

Net ~~income~~loss attributable to noncontrolling interests in consolidated real estate fund was ~~$56,000~~$1,016,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to net ~~loss~~income attributable to noncontrolling ~~interest in consolidated real estate fund~~interests of ~~$1,212,000~~$85,000 for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, a decrease in ~~loss~~income allocated to noncontrolling interest of ~~$1,268,000.~~$1,101,000. This decrease resulted primarily from higher income in the prior year’s three months resulting from capitalization of expenses at One Steuart Lane while the project was ~~primarily due to higher marketing expenses for~~under development, partially offset by gain on sale of residential condominium units at One Steuart Lane in the ~~prior~~current year’s ~~six~~three months.

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

Net ~~loss~~income attributable to noncontrolling interests in the Operating Partnership was ~~$1,935,000~~$342,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$243,000 for the six months ended June 30, 2020, an increase in~~net loss attributable to noncontrolling interests of ~~$1,692,000.~~$351,000 for the three months ended March 31, 2021, an increase in income allocated to noncontrolling interests of $693,000. This increase in ~~loss~~income resulted from higher net ~~loss~~income subject to allocation to the unitholders of the Operating Partnership for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Our primary sources of liquidity include existing cash balances, cash flow from operations and borrowings available under our revolving credit facility. As of March 31, 2022, we had $1.22 billion of liquidity comprised of $461,995,000 of cash and cash equivalents, $6,331,000 of restricted cash and $750,000,000 of borrowing capacity 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~~potential acquisitions will be funded by operating cash flow, third-party joint venture capital, mortgage financings and/or re-financings, and 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 June 30, 2021, we had $1.51 billion of liquidity comprised of $475,289,000 of cash and cash equivalents, $32,552,000 of restricted cash and $1.0 billion of borrowing capacity under our revolving credit facility. As of June 30, 2021,March 31, 2022, our outstanding consolidated debt aggregated ~~$3.83~~$3.86 billion. We had no amounts outstanding under our revolving credit ~~facility. In November 2021, the $850,000,000 mortgage loan at 1301 Avenue~~facility and none of ~~the Americas is scheduled to mature. We are currently exploring various alternatives to refinance this debt.~~our debt matures until October 2023. We may refinance ~~this debt or any of~~ our maturing debt when it comes due 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~~$750,000,000 revolving credit facility matures in ~~January 2022~~March 2026 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~~over the Secured Overnight Financing Rate (“SOFR”) with adjustments based on the terms of advances, plus a facility fee of 20 basis ~~points~~points. The facility ~~fee. We~~ also ~~have an option, subject to customary conditions and incremental lender commitments, to increase~~features a sustainability-linked pricing component such that if we meet certain sustainability performance targets, the ~~capacity under the facility to $1.5 billion at any time prior to the maturity date of the facility.~~applicable per annum interest rate will be reduced by one basis point. 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~~which 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 to not to exceed 60%, ~~however, the unsecured leverage ratio~~which may be increased to 65% for any fiscal quarter in which an acquisition of real estate is completed, and for up to the next three subsequent consecutive fiscal quarters and (v) an unencumbered interest coverage ratio of at least 1.75. The facility also contains customary representations and warranties, limitations on permitted investments and other covenants.

On ~~June~~March 15, ~~2021,~~2022, we declared ~~a regular~~an increased quarterly cash dividend of ~~$0.07~~$0.0775 per share of common stock for the ~~second~~first quarter ended ~~June 30, 2021,~~March 31, 2022, which was paid on ~~July~~April 15, ~~2021~~2022 to stockholders of record as of the close of business on ~~June 30, 2021.~~March 31, 2022. This dividend policy, if continued, would require us to pay out approximately ~~$16,900,000~~$18,800,000 each quarter to common stockholders and unitholders.

As of ~~June 30, 2021,~~March 31, 2022, our unconsolidated joint ventures had ~~$1.64~~$1.74 billion of outstanding indebtedness, of which our share was ~~$611,320,000.~~$621,513,000. We do not guarantee the indebtedness of our unconsolidated joint ventures other than providing customary environmental indemnities and guarantees of non-recourse carve-outs; however, we may elect to fund additional capital to a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans in order to enable the joint venture to repay this indebtedness upon maturity.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. During 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 which 10,856,865 common shares were repurchased in the six months ended June 30, 2020, at a weighted average price of $9.21 per share, or $100,000,000 in the~~ aggregate. We ~~did~~have not ~~repurchase~~repurchased any shares ~~in the six months ended June 30, 2021.~~since December 2020. We have $80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

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 ~~$49,800,000.~~$53,300,000. 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 ~~$507,841,000~~$468,326,000 and $529,666,000 as of March 31, 2022 and December 31, 2021, respectively, and $488,240,000 and $465,324,000 as of ~~June 30,~~March 31, 2021 and December 31, 2020, ~~respectively, and $556,459,000 and $331,487,000 as of June 30, 2020 and December 31, 2019,~~ respectively. Cash and cash equivalents and restricted cash decreased by $61,340,000 for the three months ended March 31, 2022 and increased by ~~$42,517,000 and $224,972,000~~$22,916,000 for the ~~six~~three months ended ~~June 30, 2021 and 2020, respectively.~~March 31, 2021. The following table sets forth the changes in cash flow.

		For the Six Months Ended June 30,							For the Three Months Ended March 31,
(Amounts in thousands)	(Amounts in thousands)	2021			2020			(Amounts in thousands)	2022			2021
Net cash provided by (used in):	Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	Operating activities	$	134,458		$	103,111		Operating activities	$	58,674		$	58,330
Investing activities	Investing activities		(62,045	)		(2,792	)	Investing activities		(88,158	)		(26,344	)
Financing activities	Financing activities		(29,896	)		124,653		Financing activities		(31,856	)		(9,070	)

~~Six~~Three months ended ~~June 30, 2021~~March 31, 2022 – We generated ~~$134,458,000~~$58,674,000 of cash from operating activities for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, primarily from (i) ~~$133,703,000~~$76,522,000 of net income (before ~~$141,947,000~~$70,400,000 of non-cash adjustments) and (ii) ~~$889,000~~$168,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$134,000~~$18,016,000 of net changes in operating assets and liabilities. Non-cash adjustments of ~~$141,947,000~~$70,400,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and below-market leases, net and amortization of stock-based compensation.

~~Six~~Three months ended ~~June 30, 2020~~March 31, 2021 – We generated ~~$103,111,000~~$58,330,000 of cash from operating activities for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, primarily from (i) ~~$117,922,000~~$64,870,000 of net income (before ~~$120,380,000~~$62,986,000 of non-cash adjustments), and (ii) ~~$1,812,000~~$137,000 of distributions from unconsolidated joint ventures and real estate funds, partially offset by (iii) ~~$16,623,000~~$6,677,000 of net changes in operating assets and liabilities. Non-cash adjustments of ~~$120,380,000~~$62,986,000 were primarily comprised of depreciation and amortization, straight-lining of rental revenue, amortization of above and below-market leases, net and amortization of stock-based compensation.

~~Six~~Three months ended ~~June 30, 2021~~March 31, 2022 – We used ~~$62,045,000~~$88,158,000 of cash for investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2022, primarily for (i) $49,316,000 for amounts due from affiliates, (ii) $29,025,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements, (iii) $9,684,000 for investments in an unconsolidated joint venture, and (iv) $133,000 of contributions of capital to unconsolidated real estate funds.

Three months ended March 31, 2021 – We used $26,344,000 of cash for investing activities for the three months ended March 31, 2021, primarily for (i) ~~$52,114,000~~$19,339,000 for additions to real estate, which were comprised of spending for tenant improvements and other building improvements and (ii) ~~$11,750,000 of contributions to an unconsolidated joint venture, partially offset by (iii) $1,819,000 from~~$7,005,000 for the net ~~sales~~purchases of marketable securities (which ~~are held in our deferred compensation plan).~~

~~Six months ended June 30, 2020 –~~ ~~We used $2,792,000 of cash for investing activities for the six months ended June 30, 2020, primarily for (i) $46,575,000 for additions to real estate, which~~ were comprised of spending for tenant improvements and other building improvements, and (ii) $2,936,000 of contributions to our unconsolidated real estate funds, partially offset by (iii) $36,918,000 repayment of amounts due from affiliates, and (iv) $9,801,000 from the net sales of marketable securities (which are held in our deferred compensation plan).

~~Six~~Three months ended ~~June 30, 2021~~March 31, 2022 – We used ~~$29,896,000~~$31,856,000 of cash for financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2022, primarily for (i) $16,895,000 for dividends and distributions to common stockholders and unitholders, (ii) $14,681,000 for distributions to noncontrolling interests and (iii) $280,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings.

Three months ended March 31, 2021 – We used $9,070,000 of cash for financing activities for the three months ended March 31, 2021, primarily for (i) ~~$33,685,000~~$16,796,000 for dividends and distributions paid to common stockholders and unitholders, (ii) ~~$8,562,000~~$4,625,000 for distributions to noncontrolling interests and (iii) $200,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings, partially offset by (iv) $12,430,000 of proceeds from notes and mortgages payable and (v) $121,000 of contributions from noncontrolling interests.

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

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~~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 or loss to NOI and Cash NOI for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

For the Three Months Ended June 30, 2021

(Amounts in thousands)
Total

New York

San Francisco

Other

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

Net (loss) income
$
(10,128
)

$
(8,357
)

$
13,965

$
(15,736
)
Add (subtract) adjustments to arrive at NOI and Cash NOI:

Depreciation and amortization

59,925

38,289

20,660

976

General and administrative

18,418

-

-

18,418

Interest and debt expense

34,914

21,339

12,540

1,035

Income tax expense

434

5

-

429

NOI from unconsolidated joint ventures

10,557

2,749

7,852

(44
)
Loss from unconsolidated joint ventures

15,717

11,111

4,460

146

Fee income

(6,201
)

-

-

(6,201
)
Interest and other (income) loss, net

(1,070
)

3

(18
)

(1,055
)
Other, net

(13
)

-

-

(13
)
NOI

122,553

65,139

59,459

(2,045
)
Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(26,233
)

(2,519
)

(23,714
)

-

Consolidated real estate fund

121

-

-

121

Paramount's share of NOI
$
96,441

$
62,620

$
35,745

$
(1,924
)

NOI
$
122,553

$
65,139

$
59,459

$
(2,045
)
Less:

Straight-line rent adjustments (including our share

of unconsolidated joint ventures)

(2,958
)

158

(3,086
)

(30
)
Amortization of above and below-market leases, net
(including our share of unconsolidated joint ventures)

(1,662
)

371

(2,033
)

-

Cash NOI

117,933

65,668

54,340

(2,075
)
Less Cash NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(24,198
)

(2,479
)

(21,719
)

-

Consolidated real estate fund

121

-

-

121

Paramount's share of Cash NOI
$
93,856

$
63,189

$
32,621

$
(1,954
)

	For the Three Months Ended June 30, 2020												For the Three Months Ended March 31, 2022
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(7,684	)	$	1,955		$	4,169		$	(13,808	)
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)													$	6,122		$	8,604		$	6,360		$	(8,842	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		58,716			39,927			17,680			1,109			55,624			37,613			17,065			946
General and administrative		17,901			-			-			17,901			15,645			-			-			15,645
Interest and debt expense		36,009			21,804			12,323			1,882			34,277			20,937			12,576			764
Income tax expense		138			-			-			138			527			1			4			522
NOI from unconsolidated joint ventures		10,376			2,680			9,165			(1,469	)
Loss (income) from unconsolidated joint ventures		5,955			(220	)		4,651			1,524
NOI from unconsolidated joint ventures (excluding One Steuart Lane)														11,234			2,818			8,354			62
Loss from unconsolidated joint ventures														5,113			36			3,820			1,257
Fee income		(6,209	)		-			-			(6,209	)		(11,988	)		-			-			(11,988	)
Interest and other income, net		(2,252	)		-			(50	)		(2,202	)
Interest and other (income) loss, net														(231	)		3			(28	)		(206	)
Other, net		169			-			-			169			(53	)		-			-			(53	)
NOI		113,119			66,146			47,938			(965	)		116,270			70,012			48,151			(1,893	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(15,733	)		(430	)		(15,303	)		-			(20,322	)		(2,809	)		(17,513	)		-
Consolidated real estate fund		1,437			-			-			1,437
Paramount's share of NOI	$	98,823		$	65,716		$	32,635		$	472		$	95,948		$	67,203		$	30,638		$	(1,893	)

NOI	$	113,119		$	66,146		$	47,938		$	(965	)	$	116,270		$	70,012		$	48,151		$	(1,893	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(10,037	)		(5,768	)		(4,241	)		(28	)		1,658			549			1,019			90
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(1,701	)		388			(2,089	)		-			(1,197	)		467			(1,664	)		-
Adjustments related to discontinued operations		114			-			-			114
Cash NOI		101,495			60,766			41,608			(879	)		116,731			71,028			47,506			(1,803	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(13,716	)		(504	)		(13,212	)		-			(20,513	)		(2,915	)		(17,598	)		-
Consolidated real estate fund		1,437			-			-			1,437
Paramount's share of Cash NOI	$	89,216		$	60,262		$	28,396		$	558		$	96,218		$	68,113		$	29,908		$	(1,803	)

	For the Six Months Ended June 30, 2021												For the Three Months Ended March 31, 2021
(Amounts in thousands)	Total			New York			San Francisco			Other			Total			New York			San Francisco			Other
Reconciliation of net (loss) income to NOI and Cash NOI:
Net (loss) income	$	(8,244	)	$	(6,084	)	$	24,885		$	(27,045	)
Reconciliation of net income (loss) to NOI and Cash NOI:
Net income (loss)													$	1,884		$	2,273		$	10,920		$	(11,309	)
Add (subtract) adjustments to arrive at NOI and Cash NOI:
Depreciation and amortization		118,230			77,573			38,712			1,945			58,305			39,284			18,052			969
General and administrative		32,782			-			-			32,782			14,364			-			-			14,364
Interest and debt expense		69,653			42,598			24,893			2,162			34,739			21,259			12,353			1,127
Income tax expense		1,575			5			4			1,566			1,141			-			4			1,137
NOI from unconsolidated joint ventures		20,883			5,570			15,389			(76	)		10,326			2,821			7,537			(32	)
Loss from unconsolidated joint ventures		21,033			11,094			9,702			237
Loss (income) from unconsolidated joint ventures														5,316			(17	)		5,242			91
Fee income		(12,871	)		-			-			(12,871	)		(6,670	)		-			-			(6,670	)
Interest and other (income) loss, net		(2,372	)		17			(55	)		(2,334	)		(1,302	)		14			(37	)		(1,279	)
Other, net		88			-			-			88			101			-			-			101
NOI		240,757			130,773			113,530			(3,546	)		118,204			65,634			54,071			(1,501	)
Less NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(48,958	)		(5,112	)		(43,846	)		-			(22,725	)		(2,593	)		(20,132	)		-
Consolidated real estate fund		206			-			-			206			85			-			-			85
Paramount's share of NOI	$	192,005		$	125,661		$	69,684		$	(3,340	)	$	95,564		$	63,041		$	33,939		$	(1,416	)

NOI	$	240,757		$	130,773		$	113,530		$	(3,546	)	$	118,204		$	65,634		$	54,071		$	(1,501	)
Less:
Straight-line rent adjustments (including our share
of unconsolidated joint ventures)		(11,060	)		(1,637	)		(9,483	)		60			(8,102	)		(1,795	)		(6,397	)		90
Amortization of above and below-market leases, net (including our share of unconsolidated joint ventures)		(3,465	)		638			(4,103	)		-			(1,803	)		267			(2,070	)		-
Cash NOI		226,232			129,774			99,944			(3,486	)		108,299			64,106			45,604			(1,411	)
Less Cash NOI attributable to noncontrolling interests in:
Consolidated joint ventures		(43,139	)		(4,964	)		(38,175	)		-			(18,941	)		(2,485	)		(16,456	)		-
Consolidated real estate fund		206			-			-			206			85			-			-			85
Paramount's share of Cash NOI	$	183,299		$	124,810		$	61,769		$	(3,280	)	$	89,443		$	61,621		$	29,148		$	(1,326	)

For the Six Months Ended June 30, 2020

(Amounts in thousands)
Total

New York

San Francisco

Other

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

Net (loss) income
$
(2,458
)

$
11,670

$
10,074

$
(24,202
)
Add (subtract) adjustments to arrive at NOI and Cash NOI:

Depreciation and amortization

117,143

79,946

35,007

2,190

General and administrative

30,150

-

-

30,150

Interest and debt expense

72,628

44,536

24,885

3,207

Income tax expense (benefit)

742

-

(7
)

749

NOI from unconsolidated joint ventures

23,768

5,624

19,547

(1,403
)
Loss (income) from unconsolidated joint ventures

10,176

(138
)

8,799

1,515

Fee income

(12,539
)

-

-

(12,539
)
Interest and other income, net

(1,256
)

-

(237
)

(1,019
)
Adjustments related to discontinued operations

690

-

-

690

Other, net

320

-

-

320

NOI

239,364

141,638

98,068

(342
)
Less NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(31,424
)

(430
)

(30,994
)

-

Consolidated real estate fund

1,440

-

-

1,440

Paramount's share of NOI
$
209,380

$
141,208

$
67,074

$
1,098

NOI
$
239,364

$
141,638

$
98,068

$
(342
)
Less:

Straight-line rent adjustments (including our share

of unconsolidated joint ventures)

(21,841
)

(12,178
)

(9,716
)

53

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

(4,533
)

776

(5,309
)

-

Adjustments related to discontinued operations

233

-

-

233

Cash NOI

213,223

130,236

83,043

(56
)
Less Cash NOI attributable to noncontrolling interests in:

Consolidated joint ventures

(26,918
)

(504
)

(26,414
)

-

Consolidated real estate fund

1,440

-

-

1,440

Paramount's share of Cash NOI
$
187,745

$
129,732

$
56,629

$
1,384

The tables below set forth the reconciliations of our share of NOI to our share of Same Store NOI and Same Store Cash NOI for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021. These metrics are used to measure the operating performance of our properties that were owned by us in a similar manner during both the current and prior reporting periods, and represents our share of Same Store NOI and Same Store Cash NOI from consolidated and unconsolidated joint ventures based on our percentage ownership in the underlying assets. Same Store NOI also excludes lease termination income, 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 June 30, 2021														For the Three Months Ended March 31, 2022
(Amounts in thousands)	Total			New York				San Francisco			Other				Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
June 30, 2021 ⁽¹⁾	$	96,441		$	62,620			$	35,745		$	(1,924	)
Dispositions / Discontinued Operations		-			-				-			-
March 31, 2022 ⁽¹⁾															$	95,948		$	67,203			$	30,638		$	(1,893	)
Acquisitions																(47	)		(47	)	⁽²⁾		-			-
Lease termination income																(1,718	)		(1,718	)			-			-
Other, net		(1,908	)		(776	)			(3,056	)		1,924				1,999			106				-			1,893
Paramount's share of Same Store NOI for the three
months ended June 30, 2021	$	94,533		$	61,844			$	32,689		$	-
months ended March 31, 2022															$	96,182		$	65,544			$	30,638		$	-

	For the Three Months Ended June 30, 2020														For the Three Months Ended March 31, 2021
(Amounts in thousands)	Total			New York				San Francisco			Other				Total			New York				San Francisco			Other
Paramount's share of NOI for the three months ended
June 30, 2020⁽¹⁾	$	98,823		$	65,716			$	32,635		$	472
Dispositions / Discontinued Operations		(3,881	)		(1,734	)	⁽²⁾		-			(2,147	)	⁽³⁾
Non-cash write-offs (primarily straight-line rent receivables)		7,685			4,993				2,692			-
Reserves for uncollectible accounts receivable		1,940			1,152				788			-
March 31, 2021⁽¹⁾															$	95,564		$	63,041			$	33,939		$	(1,416	)
Lease termination income																(98	)		(84	)			(14	)		-
Other, net		1,598			(77	)			-			1,675				3,338			629				1,293			1,416
Paramount's share of Same Store NOI for the three
months ended June 30, 2020	$	106,165		$	70,050			$	36,115		$	-
months ended March 31, 2021															$	98,804		$	63,586			$	35,218		$	-

For the Three Months Ended June 30, 2021

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the three months

ended June 30, 2021 ⁽¹⁾

$
93,856

$
63,189

$
32,621

$
(1,954
)

   Dispositions / Discontinued Operations

-

-

-

-

   Other, net

(1,885
)

(776
)

(3,063
)

1,954

Paramount's share of Same Store Cash NOI for the

three months ended June 30, 2021

$
91,971

$
62,413

$
29,558

$
-

For the Three Months Ended June 30, 2020

(Amounts in thousands)

Total

New York

San Francisco

Other

Paramount's share of Cash NOI for the three months

ended June 30, 2020⁽¹⁾

$
89,216

$
60,262

$
28,396

$
558

   Dispositions / Discontinued Operations

(3,456
)

(1,195
)
⁽²⁾

-

(2,261
)
⁽³⁾

   Reserves for uncollectible accounts receivable

1,940

1,152

788

-

   Other, net

1,626

(77
)

-

1,703

Paramount's share of Same Store Cash NOI for the

three months ended June 30, 2020

$
89,326

$
60,142

$
29,184

$
-

	For the Three Months Ended March 31, 2022
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended March 31, 2022 ⁽¹⁾	$	96,218		$	68,113			$	29,908		$	(1,803	)
Acquisitions		(66	)		(66	)	⁽²⁾		-			-
Lease termination income		(1,718	)		(1,718	)			-			-
Other, net		1,603			(200	)			-			1,803
Paramount's share of Same Store Cash NOI for the
three months ended March 31, 2022	$	96,037		$	66,129			$	29,908		$	-

	For the Three Months Ended March 31, 2021
(Amounts in thousands)	Total			New York				San Francisco			Other
Paramount's share of Cash NOI for the three months
ended March 31, 2021⁽¹⁾	$	89,443		$	61,621			$	29,148		$	(1,326	)
Lease termination income		(98	)		(84	)			(14	)		-
Other, net		3,106			487				1,293			1,326
Paramount's share of Same Store Cash NOI for the
three months ended March 31, 2021	$	92,451		$	62,024			$	30,427		$	-

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						For the Six Months Ended
	June 30,						June 30,						For the Three Months Ended March 31,
(Amounts in thousands, except share and per share amounts)	2021			2020			2021			2020			2022			2021
Reconciliation of net loss to FFO and Core FFO:
Net loss	$	(10,128	)	$	(7,684	)	$	(8,244	)	$	(2,458	)
Reconciliation of net income to FFO and Core FFO:
Net income													$	6,122		$	1,884
Real estate depreciation and amortization (including our
share of unconsolidated joint ventures)		70,264			70,546			139,405			141,486			65,825			69,141
Adjustments related to discontinued operations		-			-			-			690
FFO		60,136			62,862			131,161			139,718			71,947			71,025
Less FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(18,453	)		(8,711	)		(33,527	)		(17,680	)		(12,515	)		(15,074	)
Consolidated real estate fund		29			1,235			(56	)		1,212			1,009			(85	)
Operating Partnership		(3,769	)		(4,723	)		(8,761	)		(11,001	)		(5,568	)		(4,992	)
FFO attributable to common stockholders	$	37,943		$	50,663		$	88,817		$	112,249		$	54,873		$	50,874
Per diluted share	$	0.17		$	0.23		$	0.40		$	0.50		$	0.25		$	0.23

FFO	$	60,136		$	62,862		$	131,161		$	139,718		$	71,947		$	71,025
Non-core items:
Adjustments to equity in earnings for contributions to (distributions from) an unconsolidated joint venture		10,492			(920	)		9,915			(1,308	)
Adjustments to equity in earnings for distributions from an unconsolidated joint venture														(583	)		(577	)
Consolidated real estate fund's share of after-tax net gain on sale of residential condominium units (One Steuart Lane)														(662	)		-
Other, net		133			324			379			627			2,088			246
Core FFO		70,761			62,266			141,455			139,037			72,790			70,694
Less Core FFO attributable to noncontrolling interests in:
Consolidated joint ventures		(18,453	)		(8,711	)		(33,527	)		(17,680	)		(12,515	)		(15,074	)
Consolidated real estate fund		29			1,235			(56	)		1,212			(159	)		(85	)
Operating Partnership		(4,729	)		(4,672	)		(9,692	)		(10,942	)		(5,538	)		(4,963	)
Core FFO attributable to common stockholders	$	47,608		$	50,118		$	98,180		$	111,627		$	54,578		$	50,572
Per diluted share	$	0.22		$	0.23		$	0.45		$	0.50		$	0.25		$	0.23

Reconciliation of weighted average shares outstanding:
Weighted average shares outstanding		218,696,284			221,573,199			218,681,228			224,671,206			218,782,296			218,666,005
Effect of dilutive securities		51,117			4,225			50,563			20,164			57,798			50,920
Denominator for FFO and Core FFO per diluted share		218,747,401			221,577,424			218,731,791			224,691,370			218,840,094			218,716,925

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 interest rate swap agreements to fix the rate or interest rate cap agreements to limit exposure to increases in rates, 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 ~~June 30, 2021.~~March 31, 2022.

Property	Property	Rate	2021			2022		2023		2024		2025		Thereafter		Total		Fair Value		Property	Rate	2022		2023		2024		2025		2026		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	$	1,250,176	300 Mission Street	3.65%	$	-	$	273,000	$	-	$	-	$	-	$	-	$	273,000	$	271,874
	1301 Avenue of the Americas	3.05%		500,000	⁽¹⁾		-		-		-		-		-		500,000		500,061	One Market Plaza	4.03%		-		-		975,000		-		-		-		975,000		974,695
	31 West 52nd Street	3.80%		-			-		-		-		-		500,000		500,000		517,906	31 West 52nd Street	3.80%		-		-		-		-		500,000		-		500,000		487,580
	One Market Plaza	4.03%		-			-		-		975,000		-		-		975,000		1,000,849	1301 Avenue of the Americas ⁽¹⁾	2.46%		-		-		-		-		500,000		-		500,000		499,096
	300 Mission Street	3.65%		-			-		256,864		-		-		-		256,864		260,513	1633 Broadway	2.99%		-		-		-		-		-		1,250,000		1,250,000		1,183,950
Total Fixed Rate Debt	Total Fixed Rate Debt	3.46%	$	500,000		$	-	$	256,864	$	975,000	$	-	$	1,750,000	$	3,481,864	$	3,529,505	Total Fixed Rate Debt	3.37%	$	-	$	273,000	$	975,000	$	-	$	1,000,000	$	1,250,000	$	3,498,000	$	3,417,195

Variable Rate Debt:	Variable Rate Debt:																			Variable Rate Debt:
	1301 Avenue of the Americas	1.93%	$	350,000	⁽¹⁾	$	-	$	-	$	-	$	-	$	-	$	350,000	$	348,732	1301 Avenue of the Americas ⁽²⁾	3.85%	$	-	$	-	$	-	$	-	$	360,000	$	-	$	360,000	$	359,349
	Revolving Credit Facility	n/a		-			-		-		-		-		-		-		-	Revolving Credit Facility	n/a		-		-		-		-		-		-		-		-
Total Variable Rate Debt	Total Variable Rate Debt	1.93%	$	350,000		$	-	$	-	$	-	$	-	$	-	$	350,000	$	348,732	Total Variable Rate Debt	3.85%	$	-	$	-	$	-	$	-	$	360,000	$	-	$	360,000	$	359,349

Total Consolidated Debt	Total Consolidated Debt	3.32%	$	850,000		$	-	$	256,864	$	975,000	$	-	$	1,750,000	$	3,831,864	$	3,878,237	Total Consolidated Debt	3.42%	$	-	$	273,000	$	975,000	$	-	$	1,360,000	$	1,250,000	$	3,858,000	$	3,776,544

In addition to the above, our unconsolidated joint ventures had ~~$1.64~~$1.74 billion of outstanding indebtedness as of ~~June 30, 2021,~~March 31, 2022, of which our share was ~~$611,320,000.~~$621,513,000.

The tables below provide additional details on our interest rate swaps and interest rate caps as of March 31, 2022.

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

		As of June 30, 2021								As of December 31, 2020						As of March 31, 2022								As of December 31, 2021
(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		$	350,000		1.93	%	$	3,500		$	350,000		1.99	%		$	360,000		3.85	%	$	3,600		$	360,000		3.67	%
Fixed rate			2,682,647		3.36	%		-			2,678,781		3.36	%			2,687,665		3.25	%		-			2,687,665		3.25	%
		$	3,032,647		3.19	%	$	3,500		$	3,028,781		3.20	%		$	3,047,665		3.32	%	$	3,600		$	3,047,665		3.30	%

Paramount's share of debt of non-consolidated
entities (non-recourse):
Variable rate		$	107,623		3.27	%	$	1,076		$	103,880		3.31	%		$	108,963		3.35	%	$	1,090		$	108,963		3.27	%
Fixed rate			503,697		3.30	%		-			503,767		3.30	%			512,550		3.30	%		-			503,598		3.30	%
		$	611,320		3.30	%	$	1,076		$	607,647		3.30	%		$	621,513		3.31	%	$	1,090		$	612,561		3.30	%

Noncontrolling interests' share of above	Noncontrolling interests' share of above						$	(413	)						Noncontrolling interests' share of above						$	(432	)
Total change in annual net income							$	4,163													$	4,258
Per diluted share							$	0.02													$	0.02

On ~~March 5,~~December 31, 2021, the Financial Conduct Authority (“FCA”) ~~confirmed it will cease~~ceased the publication of the one-week and ~~two-month~~two month LIBOR ~~rates after December 31, 2021.~~rates. The remaining LIBOR rates will continue to be published through June 30, 2023, after which the interest rate for our variable rate debt and ~~interest rate swaps,~~derivative instruments, including interest rates for our variable rate debt and ~~interest rate swaps~~derivative instruments of our unconsolidated joint ventures, will be based on an alternative variable rate as specified in the applicable documentation governing such debt or ~~swaps~~derivative instruments or as otherwise agreed upon. While we expect LIBOR to be available in substantially its current form until at least the end of June 2023, if sufficient banks decline to make submission to the LIBOR administrator, it is possible that LIBOR may become unavailable prior to that ~~point.~~point, which could increase our risk associated with the transition to an alternative variable rate. As of December 31, 2021, banks are no longer issuing any new LIBOR debt. The discontinuation of LIBOR and the related transition to an alternative rate would not affect our ability to borrow or maintain already outstanding borrowings or swaps, however, future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. As of ~~June 30, 2021,~~March 31, 2022, all of our outstanding variable rate ~~debt outstanding is~~notes and mortgages payable and derivative instruments are indexed to LIBOR and we will continue to monitor and evaluate the related risks.

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of ~~June 30, 2021,~~March 31, 2022, 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 ~~June 30, 2021,~~March 31, 2022, we do not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

On November 5, 2019, we received authorization from our Board of Directors to repurchase up to $200,000,000 of our common stock, from time to time, in the open market or in privately negotiated transactions. During 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. We ~~did~~have not ~~repurchase~~repurchased any shares ~~in the three and six months ended June 30, 2021.~~since December 2020. We have $80,000,000 available for future repurchases under the existing program. The amount and timing of future repurchases, if any, will depend on a number of factors, including, the price and availability of our shares, trading volume, general market conditions and available funding. The stock repurchase program may be suspended or discontinued at any time.

The following table summarizes our purchase of equity securities in the three months ended March 31, 2022.

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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	3

	Consolidated Statements of Income (Unaudited) for the three ~~and six~~ mo~~months~~nths ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	4

	Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	5

	Consolidated Statements of Changes in Equity (Unaudited) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	6

	Consolidated Statements of Cash Flows (Unaudited) for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~	87

	Notes to Consolidated Financial Statements (Unaudited)	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2826

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6045

Item 4.	Controls and Procedures	6247

Part II.	Other Information

Item 1.	Legal Proceedings	6348

Item 1A.	RiskFactors	6348

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6348

Item 3.	Defaults Upon Senior Securities	6348

Item 4.	Mine Safety Disclosures	6348

Item 5.	Other Information	6348

Item 6.	Exhibits	6449

Signatures		6550

(Amounts in thousands)	As of
Balance Sheets:	March 31, 2022		December 31, 2021
Real estate, net	$	2,387,526	$	2,246,152
Cash and cash equivalents and restricted cash		224,149		216,910
Intangible assets, net		85,553		58,590
For-sale residential condominium units ⁽¹⁾		346,054		359,638
Other assets		66,040		46,646
Total assets	$	3,109,322	$	2,927,936

Notes and mortgages payable, net	$	1,870,635	$	1,791,404
Intangible liabilities, net		16,358		18,397
Other liabilities		61,459		61,097
Total liabilities		1,948,452		1,870,898
Equity		1,160,870		1,057,038
Total liabilities and equity	$	3,109,322	$	2,927,936

(Amounts in thousands)	As of
Balance Sheets:	June 30, 2021		December 31, 2020
Real estate, net	$	2,709,681	$	2,674,858
Cash and cash equivalents and restricted cash		173,497		120,149
Intangible assets, net		83,907		110,307
Other assets		45,704		45,761
Total assets	$	3,012,789	$	2,951,075

Notes and mortgages payable, net	$	1,871,120	$	1,801,084
Intangible liabilities, net		22,524		26,772
Other liabilities		71,917		87,575
Total liabilities		1,965,561		1,915,431
Equity		1,047,228		1,035,644
Total liabilities and equity	$	3,012,789	$	2,951,075


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


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

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


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


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

Additional Cash Flow information:
Depreciation and amortization	$	690

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

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

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

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

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

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

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

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

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

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

(Amounts in thousands)
Increase in the value of investments in our deferred compensation plan (which is entirely offset by an increase in "general and administrative")	$	1,745
Other, net (primarily lower yields on short-term investments)		(629	)
Total increase in income	$	1,116

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

	(Decrease) increase in Same Store NOI		$	(2,622	)		$	1,958			$	(4,580	)		$	-
	% (Decrease) increase			(2.7	%)			3.1	%			(13.0	%)

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

	Increase (decrease) in Same Store Cash NOI		$	3,586			$	4,105			$	(519	)		$	-
	% Increase (decrease)			3.9	%			6.6	%			(1.7	%)

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

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

Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Approximate Dollar Value Available for Future Purchase
January 2022		-		$	-		-	$	80,000,000
February 2022		29,936	⁽¹⁾		9.32		-		80,000,000
March 2022		-			-		-		80,000,000

Exhibit Number		Exhibit Description


~~10.1†~~3.1		Fourth Amended and Restated ~~2014 Equity Incentive Plan,~~Bylaws of Paramount Group, Inc., effective as of ~~May 13,~~February 9, 2021, incorporated by reference to Exhibit ~~10.1~~3.2 to the Registrant’s Form 10-K filed with the SEC on February 10, 2021.

3.2		First Amendment to the Fourth Amended and Restated Bylaws of Paramount Group, Inc., effective as of February 18, 2022, incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on ~~May 17, 2021.~~February 22, 2022.

10.1†		Paramount Group, Inc. Executive Severance Plan, incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K filed with the SEC on February 22, 2022.

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:	~~July~~April 27, ~~2021~~2022	By:	/s/ Wilbur Paes	Chief Operating Officer, Chief Financial Officer and Treasurer
			Wilbur Paes	(duly authorized officer and principal financial officer)


Date:	~~July~~April 27, ~~2021~~2022	By:	/s/ Ermelinda Berberi	Senior Vice President, Chief Accounting Officer
			Ermelinda Berberi	(duly authorized officer and principal accounting officer)