Guarantor and Non-Guarantor Financial Information

The following condensed consolidating financial information for Piedmont Operating Partnership, LP (the "Issuer"), Piedmont Office Realty Trust, Inc. (the "Guarantor"), and the other directly and indirectly owned subsidiaries of the Guarantor (the "Non-Guarantor Subsidiaries") is provided pursuant to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed registered securities. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Non-Guarantor Subsidiaries. Additionally, certain reclassifications have been made to the statements presented below to reflect investments in subsidiaries, which had previously been presented on a net basis, on a gross basis. As all investments in subsidiaries are eliminated in consolidation, none of these reclassifications affect the total financial position or net income attributable to Piedmont as presented in previous periods.



Condensed Consolidated Balance Sheets
As of September 30, 2013
(in thousands)	Issuer		Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	88,054	$	—		$	587,227		$	—		$	675,281
Buildings and improvements, less accumulated depreciation	492,098		—			2,558,107			(300		)	3,049,905
Intangible lease assets, less accumulated amortization	2,547		—			64,323			—			66,870
Construction in progress	2,546		—			58,616			—			61,162
Real estate assets held for sale, net	19,734		—			—			—			19,734
Total real estate assets	604,979		—			3,268,273			(300		)	3,872,952
Investments in and amounts due from unconsolidated joint ventures	18,668		—			—			—			18,668
Cash and cash equivalents	12,096		146			3,730			—			15,972
Tenant and straight-line rent receivables, net	35,914		—			130,579			—			166,493
Advances to affiliates	5,110,420		1,293,461			(1,086,177		)	(5,317,704		)	—
Investment in subsidiary	—		4,035,964			199			(4,036,163		)	—
Notes receivable	160,000		2,000			23,890			(185,890		)	—
Prepaid expenses, restricted cash, escrows, and other assets	5,671		47			13,218			(941		)	17,995
Goodwill	180,097		—			—			—			180,097
Interest rate swaps	19,192		—			—			—			19,192
Deferred financing costs, net	6,703		—			1,287			—			7,990
Deferred lease costs, net	36,293		—			238,941			—			275,234
Other assets held for sale, net	1,960		—			—			—			1,960
Total assets	$	6,191,993	$	5,331,618		$	2,593,940		$	(9,540,998	)	$	4,576,553
Liabilities:
Secured and unsecured debt	$	859,540	$	—		$	1,149,525		$	(185,890	)	$	1,823,175
Accounts payable, accrued expenses, and accrued capital expenditures	20,937		1,360			138,319			(941		)	159,675
Advances from affiliates	306,636		4,807,113			244,499			(5,358,248		)	—
Deferred income	8,533		—			18,042			—			26,575
Intangible lease liabilities, net	6		—			41,429			—			41,435
Interest rate swaps	5,010		—			—			—			5,010
Total liabilities	1,200,662		4,808,473			1,591,814			(5,545,079		)	2,055,870
Stockholders’ Equity:
Common stock	—		1,613			—			—			1,613
Additional paid-in capital	4,035,964		3,668,424			199			(4,036,163		)	3,668,424
Retained/(cumulative distributions in excess of) earnings	940,540		(3,146,892		)	1,000,314			40,244			(1,165,794		)
Other comprehensive loss	14,827		—			—			—			14,827
Piedmont stockholders’ equity	4,991,331		523,145			1,000,513			(3,995,919		)	2,519,070
Noncontrolling interest	—		—			1,613			—			1,613
Total stockholders’ equity	4,991,331		523,145			1,002,126			(3,995,919		)	2,520,683
Total liabilities and stockholders’ equity	$	6,191,993	$	5,331,618		$	2,593,940		$	(9,540,998	)	$	4,576,553



Condensed Consolidated Balance Sheets
As of December 31, 2012
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	91,782		$	—		$	535,569		$	—		$	627,351
Buildings and improvements, less accumulated depreciation	511,793			—			2,379,530			—			2,891,323
Intangible lease assets, less accumulated amortization	3,265			—			51,479			—			54,744
Construction in progress	1,056			—			19,317			—			20,373
Real estate assets held for sale, net	18,941			—			—			—			18,941
Total real estate assets	626,837			—			2,985,895			—			3,612,732
Investments in and amounts due from unconsolidated joint ventures	37,689			—			—			—			37,689
Cash and cash equivalents	62,371			238			(49,652		)	—			12,957
Tenant receivables, net	33,495			—			113,049			—			146,544
Advances to affiliates	4,623,173			1,300,158			(908,506		)	(5,014,825		)	—
Investment in subsidiary	—			4,068,844			200			(4,069,044		)	—
Notes receivable	160,000			2,500			23,890			(186,390		)	—
Prepaid expenses, restricted cash, escrows, and other assets	4,218			15			10,071			(948		)	13,356
Goodwill	180,097			—			—			—			180,097
Interest rate swaps	1,075			—			—			—			1,075
Deferred financing costs, net	4,292			—			2,162			—			6,454
Deferred lease costs, net	31,357			—			211,821			—			243,178
Other assets held for sale, net	793			—			—			—			793
Total assets	$	5,765,397		$	5,371,755		$	2,388,930		$	(9,271,207	)	$	4,254,875
Liabilities:
Secured and unsecured debt	$	452,890		$	—		$	1,150,025		$	(186,390	)	$	1,416,525
Accounts payable, accrued expenses, and accrued capital expenditures	20,443			645			107,123			(948		)	127,263
Advances from affiliates	274,159			4,636,936			135,940			(5,047,035		)	—
Deferred income	5,991			—			15,561			—			21,552
Intangible lease liabilities, net	24			—			40,781						40,805
Interest rate swaps	8,235			—			—			—			8,235
Total liabilities	761,742			4,637,581			1,449,430			(5,234,373		)	1,614,380
Stockholders’ Equity:
Common stock	—			1,676			—			—			1,676
Additional paid-in capital	4,068,844			3,667,051			200			(4,069,044		)	3,667,051
Retained/(cumulative distributions in excess of) earnings	941,971			(2,934,553		)	937,691			32,210			(1,022,681		)
Other comprehensive loss	(7,160		)	—			—			—			(7,160		)
Piedmont stockholders’ equity	5,003,655			734,174			937,891			(4,036,834		)	2,638,886
Noncontrolling interest	—			—			1,609			—			1,609
Total stockholders’ equity	5,003,655			734,174			939,500			(4,036,834		)	2,640,495
Total liabilities and stockholders’ equity	$	5,765,397		$	5,371,755		$	2,388,930		$	(9,271,207	)	$	4,254,875



Condensed Consolidated Statements of Income
For the three months ended September 30, 2013
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	20,700		$	—		$	97,492		$	(1,382	)	$	116,810
Tenant reimbursements	4,035			—			23,452			(69		)	27,418
Property management fee revenue	—			—			4,003			(3,113		)	890
	24,735			—			124,947			(4,564		)	145,118
Expenses:
Property operating costs	10,939			—			52,597			(4,769		)	58,767
Depreciation	6,068			—			24,717			—			30,785
Amortization	1,353			—			12,525			—			13,878
General and administrative	5,624			64			6,469			(6,316		)	5,841
	23,984			64			96,308			(11,085		)	109,271
Real estate operating income/(loss)	751			(64		)	28,639			6,521			35,847
Other income (expense):
Interest expense	(6,444		)	—			(16,028		)	3,141			(19,331		)
Interest and other income/(expense)	2,262			42			226			(3,141		)	(611		)
Net casualty (loss)/recoveries	(85		)	—			4,004			—			3,919
Equity in income of unconsolidated joint ventures	46			—			—			—			46
Loss on consolidation	(898		)	—			—			—			(898		)
	(5,119		)	42			(11,798		)	—			(16,875		)
Income/(loss) from continuing operations	(4,368		)	(22		)	16,841			6,521			18,972
Discontinued operations:
Operating income/(loss)	131			—			(3		)	—			128
Income/(loss) from discontinued operations	131			—			(3		)	—			128
Net income/(loss)	(4,237		)	(22		)	16,838			6,521			19,100
Less: Net income attributable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income/(loss) attributable to Piedmont	$	(4,237	)	$	(22	)	$	16,834		$	6,521		$	19,096



Condensed Consolidated Statements of Income
For the three months ended September 30, 2012
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	18,889		$	—		$	87,448		$	(1,389	)	$	104,948
Tenant reimbursements	4,655			—			22,547			(70		)	27,132
Property management fee revenue	—			—			3,634			(3,114		)	520
	23,544			—			113,629			(4,573		)	132,600
Expenses:
Property operating costs	11,279			—			44,006			(4,802		)	50,483
Depreciation	6,200			—			21,721			—			27,921
Amortization	1,378			—			13,787			—			15,165
General and administrative	4,895			84			6,503			(5,974		)	5,508
	23,752			84			86,017			(10,776		)	99,077
Real estate operating income/(loss)	(208		)	(84		)	27,612			6,203			33,523
Other income (expense):
Interest expense	(3,360		)	—			(16,041		)	3,154			(16,247		)
Interest and other income/(expense)	3,245			—			292			(3,154		)	383
Litigation settlement expense	(7,500		)	—			—			—			(7,500		)
Equity in income of unconsolidated joint ventures	323			—			—			—			323
	(7,292		)	—			(15,749		)	—			(23,041		)
Income/(loss) from continuing operations	(7,500		)	(84		)	11,863			6,203			10,482
Discontinued operations:
Operating income	509			—			98			—			607
Loss on sale of real estate assets	(254		)	—			—			—			(254		)
Income from discontinued operations	255			—			98			—			353
Net income/(loss)	(7,245		)	(84		)	11,961			6,203			10,835
Less: Net income attributable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income/(loss) attributable to Piedmont	$	(7,245	)	$	(84	)	$	11,957		$	6,203		$	10,831



Condensed Consolidated Statements of Income
For the nine months ended September 30, 2013
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	57,754		$	—		$	279,931		$	(3,830	)	$	333,855
Tenant reimbursements	12,018			—			65,357			(207		)	77,168
Property management fee revenue	—			—			11,392			(9,358		)	2,034
	69,772			—			356,680			(13,395		)	413,057
Expenses:
Property operating costs	31,107			—			147,014			(13,701		)	164,420
Depreciation	18,074			—			72,614			—			90,688
Amortization	3,926			—			30,318			—			34,244
General and administrative	16,024			249			18,896			(18,491		)	16,678
	69,131			249			268,842			(32,192		)	306,030
Real estate operating income/(loss)	641			(249		)	87,838			18,797			107,027
Other income (expense):
Interest expense	(15,478		)	—			(47,879		)	9,425			(53,932		)
Interest and other income/(expense)	7,834			128			(497		)	(9,425		)	(1,960		)
Litigation settlement recovery	1,250			—			—			—			1,250
Net casualty (loss)/recoveries	(239		)	—			6,300			—			6,061
Equity in income of unconsolidated joint ventures	604			—			—			—			604
Loss on consolidation	(898		)	—			—			—			(898		)
	(6,927		)	128			(42,076		)	—			(48,875		)
Income/(loss) from continuing operations	(6,286		)	(121		)	45,762			18,797			58,152
Discontinued operations:
Operating income, excluding impairment loss	503			—			606						1,109
Impairment loss	(6,402		)	—			—			—			(6,402		)
Gain/(loss) on sale of real estate assets	(9		)	—			16,267			—			16,258
Income/(loss) from discontinued operations	(5,908		)	—			16,873			—			10,965
Net income/(loss)	(12,194		)	(121		)	62,635			18,797			69,117
Less: Net income attributable to noncontrolling interest	—			—			(12		)	—			(12		)
Net income/(loss) attributable to Piedmont	$	(12,194	)	$	(121	)	$	62,623		$	18,797		$	69,105



Condensed Consolidated Statements of Income
For the nine months ended September 30, 2012
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	55,272		$	—		$	260,287		$	(3,552	)	$	312,007
Tenant reimbursements	12,774			—			67,727			(211		)	80,290
Property management fee revenue	—			—			10,705			(8,985		)	1,720
	68,046			—			338,719			(12,748		)	394,017
Expenses:
Property operating costs	31,416			—			136,444			(13,292		)	154,568
Depreciation	17,439			—			64,282			—			81,721
Amortization	3,981			—			35,114			—			39,095
General and administrative	14,930			224			18,057			(17,582		)	15,629
	67,766			224			253,897			(30,874		)	291,013
Real estate operating income/(loss)	280			(224		)	84,822			18,126			103,004
Other income (expense):
Interest expense	(9,120		)	—			(48,965		)	9,358			(48,727		)
Interest and other income/(expense)	9,268			—			855			(9,358		)	765
Litigation settlement expense	(7,500		)	—			—			—			(7,500		)
Equity in income of unconsolidated joint ventures	739			—			—			—			739
	(6,613		)	—			(48,110		)	—			(54,723		)
Income/(loss) from continuing operations	(6,333		)	(224		)	36,712			18,126			48,281
Discontinued operations:
Operating income	2,795			—			119			—			2,914
Gain on sale of real estate assets	27,582			—			1			—			27,583
Income from discontinued operations	30,377			—			120			—			30,497
Net income/(loss)	24,044			(224		)	36,832			18,126			78,778
Less: Net income attributable to noncontrolling interest	—			—			(12		)	—			(12		)
Net income/(loss) attributable to Piedmont	$	24,044		$	(224	)	$	36,820		$	18,126		$	78,766



Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2013
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	18,325		$	1,363		$	129,863		$	18,797		$	168,348

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(5,858		)	—			(357,055		)	300			(362,613		)
Intercompany note receivable	—			500			—			(500		)	—
Assets assumed upon acquisition of joint ventures	18,045			—			(32,287		)	—			(14,242		)
Net sales proceeds from wholly-owned properties	3,752			—			45,574			—			49,326
Investments in unconsolidated joint ventures	(793		)	—			—			—			(793		)
Deferred lease costs paid	(10,015		)	—			(18,334		)	—			(28,349		)
Net cash (used in)/provided by investing activities	5,131			500			(362,102		)	(200		)	(356,671		)
Cash Flows from Financing Activities:
Deferred financing costs paid	(3,447		)	—			—			—			(3,447		)
Proceeds from debt	832,603			—			—			—			832,603
Repayments of debt	(426,000		)	—			—			—			(426,000		)
Intercompany note payable	—			—			(500		)	500			—
Costs of issuance of common stock	—			(91		)	—			—			(91		)
Repurchases of common stock as part of announced plan	—			(111,625		)	—			—			(111,625		)
Distributions to/repayments from affiliates	(476,887		)	209,855			286,129			(19,097		)	—
Dividends paid and discount on dividend reinvestments	—			(100,094		)	(8		)	—			(100,102		)
Net cash provided by/(used in) financing activities	(73,731		)	(1,955		)	285,621			(18,597		)	191,338
Net increase/(decrease) in cash and cash equivalents	(50,275		)	(92		)	53,382			—			3,015
Cash and cash equivalents, beginning of period	62,371			238			(49,652		)	—			12,957
Cash and cash equivalents, end of period	$	12,096		$	146		$	3,730		$	—		$	15,972



Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2012
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	748		$	1,527		$	122,202		$	18,126		$	142,603

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(16,558		)	—			(57,878		)	—			(74,436		)
Intercompany note receivable	(3,100		)	—			—			3,100			—
Net sales proceeds from wholly-owned properties	74,845			—			—			—			74,845
Deferred lease costs paid	(2,837		)	—			(36,482		)	—			(39,319		)
Net cash provided by/(used in) investing activities	52,350			—			(94,360		)	3,100			(38,910		)
Cash Flows from Financing Activities:
Deferred financing costs paid	(2,991		)	—			—			—			(2,991		)
Proceeds from debt	365,000			—			—			—			365,000
Repayments of debt	(216,500		)	—			(185,000		)	—			(401,500		)
Intercompany note payable	—			—			3,100			(3,100		)	—
Costs of issuance of common stock	—			(229		)	—			—			(229		)
Repurchases of common stock as part of announced plan	—			(80,130		)	—			—			(80,130		)
Distributions to/repayments from affiliates	(305,743		)	181,605			142,264			(18,126		)	—
Dividends paid and discount on dividend reinvestments	—			(102,762		)	(8		)	—			(102,770		)
Net cash used in financing activities	(160,234		)	(1,516		)	(39,644		)	(21,226		)	(222,620		)
Net (decrease)/increase in cash and cash equivalents	(107,136		)	11			(11,802		)	—			(118,927		)
Cash and cash equivalents, beginning of period	166,920			139			(27,369		)	—			139,690
Cash and cash equivalents, end of period	$	59,784		$	150		$	(39,171	)	$	—		$	20,763