Guarantor and Non-Guarantor Financial Information

The following condensed consolidating financial information for Piedmont Operating Partnership, L.P. (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 Issuer is a wholly-owned subsidiary of the Guarantor, and all guarantees by the Guarantor of securities issued by the Issuer are full and unconditional. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Non-Guarantor Subsidiaries.



Condensed Consolidated Balance Sheets
As of June 30, 2015
(in thousands)	Issuer		Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	66,997	$	—		$	629,716	$	—		$	696,713
Buildings and improvements, less accumulated depreciation	355,127		—			2,799,217		(300		)	3,154,044
Intangible lease assets, less accumulated amortization	1,541		—			62,611		—			64,152
Construction in progress	2,298		—			62,506		—			64,804
Real estate assets held for sale, net	26,111		—			—		—			26,111
Total real estate assets	452,074		—			3,554,050		(300		)	4,005,824
Investments in and amounts due from unconsolidated joint ventures	7,714		—			—		—			7,714
Cash and cash equivalents	6,164		150			2,683		—			8,997
Tenant and straight-line rent receivables, net	28,213		—			168,502		—			196,715
Advances to affiliates	6,337,046		1,261,120			—		(7,598,166		)	—
Investment in subsidiary	—		3,814,131			189		(3,814,320		)	—
Notes receivable	134,750		—			23,890		(113,240		)	45,400
Prepaid expenses, restricted cash, escrows, and other assets	6,214		77			28,520		(1,499		)	33,312
Goodwill	180,097		—			—		—			180,097
Interest rate swaps	8,290		—			—		—			8,290
Deferred financing costs, net	6,699		—			792		—			7,491
Deferred lease costs, net	23,388		—			260,368		—			283,756
Other assets held for sale, net	3,706		—			—		—			3,706
Total assets	$	7,194,355	$	5,075,478		$	4,038,994	$	(11,527,525	)	$	4,781,302
Liabilities:
Debt, net	$	1,841,428	$	—		$	592,107	$	(113,240	)	$	2,320,295
Accounts payable, accrued expenses, and accrued capital expenditures	16,042		6,783			107,572		(1,499		)	128,898
Advances from affiliates	558,055		4,925,597			2,180,736		(7,664,388		)	—
Deferred income	4,069		—			22,564		—			26,633
Intangible lease liabilities, net	—		—			41,214		—			41,214
Interest rate swaps	8,411		—			—		—			8,411
Total liabilities	2,428,005		4,932,380			2,944,193		(7,779,127		)	2,525,451
Stockholders’ Equity:
Common stock	—		1,518			—		—			1,518
Additional paid-in capital	3,810,131		3,671,250			1,317		(3,814,320		)	3,668,378
Retained/(cumulative distributions in excess of) earnings	943,977		(3,529,670		)	1,092,459		65,922			(1,427,312		)
Other comprehensive loss	12,242		—			—		—			12,242
Piedmont stockholders’ equity	4,766,350		143,098			1,093,776		(3,748,398		)	2,254,826
Noncontrolling interest	—		—			1,025		—			1,025
Total stockholders’ equity	4,766,350		143,098			1,094,801		(3,748,398		)	2,255,851
Total liabilities and stockholders’ equity	$	7,194,355	$	5,075,478		$	4,038,994	$	(11,527,525	)	$	4,781,302



Condensed Consolidated Balance Sheets
As of December 31, 2014
(in thousands)	Issuer		Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	77,125	$	—		$	621,394	$	—		$	698,519
Buildings and improvements, less accumulated depreciation	414,515		—			2,782,445		(300		)	3,196,660
Intangible lease assets, less accumulated amortization	1,812		—			68,365		—			70,177
Construction in progress	1,345		—			62,037		—			63,382
Real estate assets held for sale, net	46,354		—			—		—			46,354
Total real estate assets	541,151		—			3,534,241		(300		)	4,075,092
Investments in and amounts due from unconsolidated joint ventures	7,798		—			—		—			7,798
Cash and cash equivalents	8,143		1,790			2,373		—			12,306
Tenant and straight-line rent receivables, net	35,363		—			160,005		—			195,368
Advances to affiliates	6,084,243		1,282,443			—		(7,366,686		)	—
Investment in subsidiary	—		3,878,811			192		(3,879,003		)	—
Notes receivable	161,350		—			23,890		(185,240		)	—
Prepaid expenses, restricted cash, escrows, and other assets	10,912		—			23,541		(954		)	33,499
Goodwill	180,097		—			—		—			180,097
Interest rate swaps	430		—			—		—			430
Deferred financing costs, net	7,242		—			425		—			7,667
Deferred lease costs, net	29,696		—			248,765		—			278,461
Other assets held for sale, net	4,783		—			—		—			4,783
Total assets	$	7,071,208	$	5,163,044		$	3,993,432	$	(11,432,183	)	$	4,795,501
Liabilities:
Debt, net	$	1,852,434	$	—		$	610,395	$	(185,240	)	$	2,277,589
Accounts payable, accrued expenses, and accrued capital expenditures	19,403		465			115,074		(954		)	133,988
Advances from affiliates	376,122		4,909,362			2,138,140		(7,423,624		)	—
Deferred income	4,998		—			17,217		—			22,215
Intangible lease liabilities, net	—		—			43,277		—			43,277
Interest rate swaps	6,417		—			—		—			6,417
Total liabilities	2,259,374		4,909,827			2,924,103		(7,609,818		)	2,483,486
Stockholders’ Equity:
Common stock	—		1,543			—		—			1,543
Additional paid-in capital	3,874,757		3,670,236			192		(3,879,003		)	3,666,182
Retained/(cumulative distributions in excess of) earnings	928,776		(3,418,562		)	1,067,528		56,638			(1,365,620		)
Other comprehensive loss	8,301		—			—		—			8,301
Piedmont stockholders’ equity	4,811,834		253,217			1,067,720		(3,822,365		)	2,310,406
Noncontrolling interest	—		—			1,609		—			1,609
Total stockholders’ equity	4,811,834		253,217			1,069,329		(3,822,365		)	2,312,015
Total liabilities and stockholders’ equity	$	7,071,208	$	5,163,044		$	3,993,432	$	(11,432,183	)	$	4,795,501



Condensed Consolidated Statements of Income
For the three months ended June 30, 2015
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	17,046		$	—		$	101,137		$	(729	)	$	117,454
Tenant reimbursements	3,557			—			25,427			(171		)	28,813
Property management fee revenue	—			—			4,501			(4,034		)	467
	20,603			—			131,065			(4,934		)	146,734
Expenses:
Property operating costs	9,550			—			57,046			(5,117		)	61,479
Depreciation	5,159			—			30,880			—			36,039
Amortization	1,096			—			13,859			—			14,955
Impairment loss on real estate asset	5,354			—			—			—			5,354
General and administrative	7,904			84			9,263			(9,168		)	8,083
	29,063			84			111,048			(14,285		)	125,910
Real estate operating income	(8,460		)	(84		)	20,017			9,351			20,824
Other income (expense):
Interest expense	(13,441		)	—			(7,769		)	3,038			(18,172		)
Other income/(expense)	3,392			—			242			(3,038		)	596
Equity in income of unconsolidated joint ventures	124			—			—			—			124
	(9,925		)	—			(7,527		)	—			(17,452		)
Income from continuing operations	(18,385		)	(84		)	12,490			9,351			3,372
Discontinued operations:
Operating loss	(2		)	—			(1		)	—			(3		)
Loss from discontinued operations	(2		)	—			(1		)	—			(3		)
Gain on sale of real estate assets	26,611			—			—			—			26,611
Net income	8,224			(84		)	12,489			9,351			29,980
Less: Net income attributable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income attributable to Piedmont	$	8,224		$	(84	)	$	12,485		$	9,351		$	29,976



Condensed Consolidated Statements of Income
For the three months ended June 30, 2014
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	17,109		$	—		$	97,694		$	(1,516	)	$	113,287
Tenant reimbursements	3,917			—			20,921			(93		)	24,745
Property management fee revenue	—			—			3,939			(3,391		)	548
	21,026			—			122,554			(5,000		)	138,580
Expenses:
Property operating costs	10,330			—			52,008			(5,202		)	57,136
Depreciation	5,650			—			28,494			—			34,144
Amortization	1,105			—			12,494			—			13,599
General and administrative	6,949			66			7,851			(7,721		)	7,145
	24,034			66			100,847			(12,923		)	112,024
Real estate operating income	(3,008		)	(66		)	21,707			7,923			26,556
Other income (expense):
Interest expense	(12,482		)	—			(8,664		)	3,134			(18,012		)
Other income/(expense)	2,797			35			(64		)	(3,134		)	(366		)
Net recoveries from casualty events and litigation settlements	1			1,479			—			—			1,480
Equity in loss of unconsolidated joint ventures	(333		)	—			—			—			(333		)
	(10,017		)	1,514			(8,728		)	—			(17,231		)
Income from continuing operations	(13,025		)	1,448			12,979			7,923			9,325
Discontinued operations:
Operating income	461			—			53			—			514
Gain on sale of real estate assets	557			—			747			—			1,304
Income from discontinued operations	1,018			—			800			—			1,818
Gain on sale of real estate assets	—			—			1,140			—			1,140
Net income	(12,007		)	1,448			14,919			7,923			12,283
Less: Net income attributable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income attributable to Piedmont	$	(12,007	)	$	1,448		$	14,915		$	7,923		$	12,279



Condensed Consolidated Statements of Income
For the six months ended June 30, 2015
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	35,983		$	—		$	200,714		$	(1,436	)	$	235,261
Tenant reimbursements	7,802			—			52,700			(299		)	60,203
Property management fee revenue	—			—			8,940			(7,911		)	1,029
	43,785			—			262,354			(9,646		)	296,493
Expenses:
Property operating costs	20,211			—			115,541			(10,037		)	125,715
Depreciation	10,961			—			61,310			—			72,271
Amortization	2,350			—			27,275			—			29,625
Impairment loss on real estate asset	5,354			—			—			—			5,354
General and administrative	14,104			195			16,988			(16,797		)	14,490
	52,980			195			221,114			(26,834		)	247,455
Real estate operating income	(9,195		)	(195		)	41,240			17,188			49,038
Other income (expense):
Interest expense	(26,630		)	—			(16,717		)	6,159			(37,188		)
Other income/(expense)	6,159			—			415			(6,159		)	415
Equity in income of unconsolidated joint ventures	283			—			—			—			283
	(20,188		)	—			(16,302		)	—			(36,490		)
Income from continuing operations	(29,383		)	(195		)	24,938			17,188			12,548
Discontinued operations:
Operating loss	(2		)	—			(1		)	—			(3		)
Loss from discontinued operations	(2		)	—			(1		)	—			(3		)
Gain on sale of real estate assets	36,684			—			—			—			36,684
Net income	7,299			(195		)	24,937			17,188			49,229
Less: Net income attributable to noncontrolling interest	—			—			(8		)	—			(8		)
Net income attributable to Piedmont	$	7,299		$	(195	)	$	24,929		$	17,188		$	49,221



Condensed Consolidated Statements of Income
For the six months ended June 30, 2014
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	34,510		$	—		$	192,850		$	(3,169	)	$	224,191
Tenant reimbursements	7,778			—			42,100			(204		)	49,674
Property management fee revenue	—			—			8,110			(7,075		)	1,035
	42,288			—			243,060			(10,448		)	274,900
Expenses:
Property operating costs	20,375			—			105,886			(10,854		)	115,407
Depreciation	11,490			—			56,298			—			67,788
Amortization	2,217			—			25,955			—			28,172
General and administrative	11,418			143			13,812			(13,673		)	11,700
	45,500			143			201,951			(24,527		)	223,067
Real estate operating income	(3,212		)	(143		)	41,109			14,079			51,833
Other income (expense):
Interest expense	(21,602		)	—			(21,603		)	6,267			(36,938		)
Other income/(expense)	5,560			69			182			(6,267		)	(456		)
Net recoveries from casualty events and litigation settlements	1,352			1,479			1,691			—			4,522
Equity in loss of unconsolidated joint ventures	(599		)	—			—			—			(599		)
	(15,289		)	1,548			(19,730		)	—			(33,471		)
Income from continuing operations	(18,501		)	1,405			21,379			14,079			18,362
Discontinued operations:
Operating income	941			—			39			—			980
Gain on sale of real estate assets, net	451			—			747			—			1,198
Income from discontinued operations	1,392			—			786			—			2,178
Gain on sale of real estate assets	—			—			1,140			—			1,140
Net income	(17,109		)	1,405			23,305			14,079			21,680
Less: Net income attributable to noncontrolling interest	—			—			(8		)	—			(8		)
Net income attributable to Piedmont	$	(17,109	)	$	1,405		$	23,297		$	14,079		$	21,672



Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2015
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	(15,322	)	$	1,215		$	91,753		$	17,187		$	94,833

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(10,269		)	—			(97,503		)	—			(107,772		)
Redemption of noncontrolling interest in unconsolidated variable interest entity	—			—			(4,000		)	—			(4,000		)
Intercompany note receivable	72,000			—			—			(72,000		)	—
Net sales proceeds from wholly-owned properties	87,925			—			—			—			87,925
Deferred lease costs paid	(2,027		)	—			(8,651		)	—			(10,678		)
Net cash used in investing activities	147,629			—			(110,154		)	(72,000		)	(34,525		)
Cash Flows from Financing Activities:
Deferred financing costs paid	(423		)	—			(407		)	—			(830		)
Proceeds from debt	895,578			—			159,279			—			1,054,857
Repayments of debt	(907,000		)	—			(177,576		)	72,000			(1,012,576		)
Costs of issuance of common stock	—			(326		)	—			—			(326		)
Repurchases of common stock as part of announced plan	—			(39,914		)	—			—			(39,914		)
(Distributions to)/repayments from affiliates	(122,441		)	102,205			37,423			(17,187		)	—
Dividends paid and discount on dividend reinvestments	—			(64,820		)	(8		)	—			(64,828		)
Net cash used in financing activities	(134,286		)	(2,855		)	18,711			54,813			(63,617		)
Net decrease in cash and cash equivalents	(1,979		)	(1,640		)	310			—			(3,309		)
Cash and cash equivalents, beginning of period	8,143			1,790			2,373			—			12,306
Cash and cash equivalents, end of period	$	6,164		$	150		$	2,683		$	—		$	8,997



Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2014
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	9,461		$	1,259		$	84,096		$	14,079		$	108,895

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(13,072		)	—			(85,044		)	—			(98,116		)
Intercompany note receivable	(100		)	—			—			100			—
Net sales proceeds from wholly-owned properties	29,519			—			16,721			—			46,240
Net sales proceeds received from unconsolidated joint ventures	6,017			—			—			—			6,017
Investments in unconsolidated joint ventures	(42		)	—			—			—			(42		)
Deferred lease costs paid	(2,403		)	—			(8,967		)	—			(11,370		)
Net cash used in investing activities	19,919			—			(77,290		)	100			(57,271		)
Cash Flows from Financing Activities:
Deferred financing costs paid	(1,016		)	—			—			—			(1,016		)
Proceeds from debt	846,564			—			—			—			846,564
Repayments of debt	(204,000		)	—			(575,070		)	—			(779,070		)
Intercompany note payable	—			—			100			(100		)	—
Repurchases of common stock as part of announced plan	—			(54,685		)	—			—			(54,685		)
(Distributions to)/repayments from affiliates	(668,859		)	115,245			567,693			(14,079		)	—
Dividends paid and discount on dividend reinvestments	—			(61,819		)	(8		)	—			(61,827		)
Net cash used in financing activities	(27,311		)	(1,259		)	(7,285		)	(14,179		)	(50,034		)
Net increase in cash and cash equivalents	2,069			—			(479		)	—			1,590
Cash and cash equivalents, beginning of period	3,261			150			3,562			—			6,973
Cash and cash equivalents, end of period	$	5,330		$	150		$	3,083		$	—		$	8,563