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 March 31, 2016
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	64,218		$	—		$	621,632	$	—		$	685,850
Buildings and improvements, less accumulated depreciation	333,198			—			2,560,335		(300		)	2,893,233
Intangible lease assets, less accumulated amortization	1,132			—			76,990		—			78,122
Construction in progress	56			—			25,845		—			25,901
Total real estate assets	398,604			—			3,284,802		(300		)	3,683,106
Investments in and amounts due from unconsolidated joint ventures	7,483			—			—		—			7,483
Cash and cash equivalents	1,481			150			3,101		—			4,732
Tenant and straight-line rent receivables, net	28,813			—			154,314		—			183,127
Advances to affiliates	6,183,071			1,250,315			—		(7,433,386		)	—
Investment in subsidiary	—			3,722,060			185		(3,722,245		)	—
Notes receivable	89,350			—			14,290		(103,640		)	—
Prepaid expenses, restricted cash, escrows, and other assets	8,119			112			18,524		(1,456		)	25,299
Goodwill	180,097			—			—		—			180,097
Deferred lease costs, net	24,150			—			247,023		—			271,173
Total assets	$	6,921,168		$	4,972,637		$	3,722,239	$	(11,261,027	)	$	4,355,017
Liabilities:
Debt, net	$	1,640,988		$	—		$	465,570	$	(103,640	)	$	2,002,918
Accounts payable, accrued expenses, and accrued capital expenditures	16,411			640			88,299		(1,456		)	103,894
Advances from affiliates	595,065			5,039,044			1,882,665		(7,516,774		)	—
Deferred income	4,786			—			23,357		—			28,143
Intangible lease liabilities, net	—			—			40,926		—			40,926
Interest rate swaps	19,473			—			—		—			19,473
Total liabilities	2,276,723			5,039,684			2,500,817		(7,621,870		)	2,195,354
Stockholders’ Equity:
Common stock	—			1,451			—		—			1,451
Additional paid-in capital	3,718,060			3,673,927			1,313		(3,722,245		)	3,671,055
Retained/(cumulative distributions in excess of) earnings	934,553			(3,742,425		)	1,219,080		83,088			(1,505,704		)
Other comprehensive loss	(8,168		)	—			—		—			(8,168		)
Piedmont stockholders’ equity	4,644,445			(67,047		)	1,220,393		(3,639,157		)	2,158,634
Noncontrolling interest	—			—			1,029		—			1,029
Total stockholders’ equity	4,644,445			(67,047		)	1,221,422		(3,639,157		)	2,159,663
Total liabilities and stockholders’ equity	$	6,921,168		$	4,972,637		$	3,722,239	$	(11,261,027	)	$	4,355,017



Condensed Consolidated Balance Sheets
As of December 31, 2015
(in thousands)	Issuer		Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Real estate assets, at cost:
Land	$	64,218	$	—		$	621,632	$	—		$	685,850
Buildings and improvements, less accumulated depreciation	336,897		—			2,567,706		(300		)	2,904,303
Intangible lease assets, less accumulated amortization	1,268		—			83,395		—			84,663
Construction in progress	255		—			20,735		—			20,990
Total real estate assets	402,638		—			3,293,468		(300		)	3,695,806
Investments in and amounts due from unconsolidated joint ventures	7,577		—			—		—			7,577
Cash and cash equivalents	2,174		150			3,117		—			5,441
Tenant and straight-line rent receivables, net	28,467		—			149,994		—			178,461
Advances to affiliates	6,073,606		1,251,530			—		(7,325,136		)	—
Investment in subsidiary	—		3,752,523			186		(3,752,709		)	—
Notes receivable	134,750		—			23,890		(113,240		)	45,400
Prepaid expenses, restricted cash, escrows, and other assets	7,157		—			24,118		(1,258		)	30,017
Goodwill	180,097		—			—		—			180,097
Deferred lease costs, net	24,634		—			267,102		—			291,736
Total assets	$	6,861,100	$	5,004,203		$	3,761,875	$	(11,192,643	)	$	4,434,535
Liabilities:
Debt, net	$	1,552,007	$	—		$	590,743	$	(113,240	)	$	2,029,510
Accounts payable, accrued expenses, and accrued capital expenditures	18,954		580			110,189		(1,258		)	128,465
Advances from affiliates	580,526		5,033,266			1,788,840		(7,402,632		)	—
Deferred income	5,905		—			21,365		—			27,270
Intangible lease liabilities, net	—		—			42,853		—			42,853
Interest rate swaps	9,993		—			—		—			9,993
Total liabilities	2,167,385		5,033,846			2,553,990		(7,517,130		)	2,238,091
Stockholders’ Equity:
Common stock	—		1,455			—		—			1,455
Additional paid-in capital	3,748,524		3,672,849			1,314		(3,752,710		)	3,669,977
Retained/(cumulative distributions in excess of) earnings	943,530		(3,703,947		)	1,205,546		77,197			(1,477,674		)
Other comprehensive loss	1,661		—			—		—			1,661
Piedmont stockholders’ equity	4,693,715		(29,643		)	1,206,860		(3,675,513		)	2,195,419
Noncontrolling interest	—		—			1,025		—			1,025
Total stockholders’ equity	4,693,715		(29,643		)	1,207,885		(3,675,513		)	2,196,444
Total liabilities and stockholders’ equity	$	6,861,100	$	5,004,203		$	3,761,875	$	(11,192,643	)	$	4,434,535



Condensed Consolidated Statements of Income
For the three months ended March 31, 2016
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	15,467		$	—		$	100,036		$	(765	)	$	114,738
Tenant reimbursements	3,272			—			19,572			(93		)	22,751
Property management fee revenue	—			—			4,317			(3,794		)	523
	18,739			—			123,925			(4,652		)	138,012
Expenses:
Property operating costs	8,352			—			50,515			(4,679		)	54,188
Depreciation	4,899			—			26,883			—			31,782
Amortization	1,051			—			16,755			—			17,806
General and administrative	7,600			76			9,651			(9,463		)	7,864
	21,902			76			103,804			(14,142		)	111,640
Real estate operating income/(loss)	(3,163		)	(76		)	20,121			9,490			26,372
Other income (expense):
Interest expense	(12,190		)	—			(6,738		)	2,543			(16,385		)
Other income/(expense)	2,665			—			172			(2,543		)	294
Equity in income of unconsolidated joint ventures	115			—			—			—			115
Loss on sale of real estate assets	(4		)	—			(16		)	—			(20		)
Net income/(loss)	(12,577		)	(76		)	13,539			9,490			10,376
Less: Net income applicable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income/(loss) applicable to Piedmont	$	(12,577	)	$	(76	)	$	13,535		$	9,490		$	10,372



Condensed Consolidated Statements of Income
For the three months ended March 31, 2015
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Rental income	$	18,937		$	—		$	99,577		$	(707	)	$	117,807
Tenant reimbursements	4,246			—			27,272			(128		)	31,390
Property management fee revenue	—			—			4,439			(3,877		)	562
	23,183			—			131,288			(4,712		)	149,759
Expenses:
Property operating costs	10,661			—			58,494			(4,919		)	64,236
Depreciation	5,803			—			30,429			—			36,232
Amortization	1,254			—			13,416			—			14,670
General and administrative	6,200			111			7,724			(7,628		)	6,407
	23,918			111			110,063			(12,547		)	121,545
Real estate operating income	(735		)	(111		)	21,225			7,835			28,214
Other income (expense):
Interest expense	(13,188		)	—			(8,949		)	3,121			(19,016		)
Other income/(expense)	2,766			—			174			(3,121		)	(181		)
Equity in loss of unconsolidated joint ventures	159			—			—			—			159
Gain on sale of real estate assets	10,073			—			—			—			10,073
Net income/(loss)	(925		)	(111		)	12,450			7,835			19,249
Less: Net income applicable to noncontrolling interest	—			—			(4		)	—			(4		)
Net income/(loss) applicable to Piedmont	$	(925	)	$	(111	)	$	12,446		$	7,835		$	19,245



Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2016
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	(10,726	)	$	679		$	50,265		$	9,490		$	49,708

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(833		)	—			(25,704		)	—			(26,537		)
Intercompany note receivable	—			—			9,600			(9,600		)	—
Net sales proceeds from wholly-owned properties	45,400			—			—			—			45,400
Deferred lease costs paid	(1,044		)	—			(1,816		)	—			(2,860		)
Net cash provided by/(used in) investing activities	43,523			—			(17,920		)	(9,600		)	16,003
Cash Flows from Financing Activities:
Debt issuance costs paid	(99		)	—			—			—			(99		)
Proceeds from debt	178,000			—			—			—			178,000
Repayments of debt	(80,000		)	—			(125,262		)				(205,262		)
Intercompany note payable	(9,600		)	—			—			9,600			—
Costs of issuance of common stock	—			(42		)	—			—			(42		)
Shares withheld to pay tax obligations related to employee stock compensation	—			(541		)	—			—			(541		)
Repurchases of common stock as part of announced plan	—			(7,943		)	—			—			(7,943		)
(Distributions to)/repayments from affiliates	(121,791		)	38,380			92,901			(9,490		)	—
Dividends paid and discount on dividend reinvestments	—			(30,533		)	—			—			(30,533		)
Net cash provided by/(used in) financing activities	(33,490		)	(679		)	(32,361		)	110			(66,420		)
Net decrease in cash and cash equivalents	(693		)	—			(16		)	—			(709		)
Cash and cash equivalents, beginning of period	2,174			150			3,117			—			5,441
Cash and cash equivalents, end of period	$	1,481		$	150		$	3,101		$	—		$	4,732



Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2015
(in thousands)	Issuer			Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	(6,974	)	$	602		$	42,343		$	7,835		$	43,806

Cash Flows from Investing Activities:
Investment in real estate assets and real estate related intangibles, net of accruals	(5,091		)	—			(76,267		)	—			(81,358		)
Redemption of noncontrolling interest in unconsolidated variable interest entity	—			—			(4,000		)	—			(4,000		)
Net sales proceeds from wholly-owned properties	25,803			—			—			—			25,803
Deferred lease costs paid	(846		)	—			(3,568		)	—			(4,414		)
Net cash provided by/(used in) investing activities	19,866			—			(83,835		)	—			(63,969		)
Cash Flows from Financing Activities:
Debt issuance costs paid	(242		)	—			—			—			(242		)
Proceeds from debt	257,575			—			—			—			257,575
Repayments of debt	(209,000		)	—			(254		)	—			(209,254		)
Costs of issuance of common stock	—			(90		)	—			—			(90		)
Shares withheld to pay tax obligations related to employee stock compensation	—			(176		)	—			—			(176		)
(Distributions to)/repayments from affiliates	(65,489		)	30,601			42,723			(7,835		)	—
Dividends paid and discount on dividend reinvestments	—			(32,477		)	—			—			(32,477		)
Net cash provided/(used in) by financing activities	(17,156		)	(2,142		)	42,469			(7,835		)	15,336
Net increase/(decrease) in cash and cash equivalents	(4,264		)	(1,540		)	977			—			(4,827		)
Cash and cash equivalents, beginning of period	8,143			1,790			2,373			—			12,306
Cash and cash equivalents, end of period	$	3,879		$	250		$	3,350		$	—		$	7,479