Guarantor and Non-Guarantor Financial Information | 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, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 46,133 $ — $ 571,005 $ — $ 617,138 Buildings and improvements, less accumulated depreciation 224,818 — 2,541,339 (300 ) 2,765,857 Intangible lease assets, less accumulated amortization 589 — 91,343 — 91,932 Construction in progress 681 — 18,484 — 19,165 Real estate assets held for sale, net — — 225,071 — 225,071 Total real estate assets 272,221 — 3,447,242 (300 ) 3,719,163 Investments in and amounts due from unconsolidated joint ventures 7,654 — — — 7,654 Cash and cash equivalents 3,705 150 2,953 — 6,808 Tenant and straight-line rent receivables, net 19,739 — 176,149 — 195,888 Advances to affiliates 6,480,484 1,314,113 — (7,794,597 ) — Investment in subsidiary — 3,600,047 179 (3,600,226 ) — Notes receivable 88,910 — 95,790 (184,700 ) — Prepaid expenses, restricted cash, escrows, and other assets 4,262 (39 ) 19,504 (898 ) 22,829 Goodwill 98,918 — — — 98,918 Deferred lease costs, net 16,037 — 274,063 — 290,100 Other assets held for sale, net — — 9,380 — 9,380 Total assets $ 6,991,930 $ 4,914,271 $ 4,025,260 $ (11,580,721 ) $ 4,350,740 Liabilities: Debt, net $ 1,747,549 $ — $ 502,965 $ (184,700 ) $ 2,065,814 Accounts payable, accrued expenses, and accrued capital expenditures 14,957 760 101,258 (898 ) 116,077 Advances from affiliates 717,103 5,098,104 2,077,645 (7,892,852 ) — Deferred income 4,585 — 26,098 — 30,683 Intangible lease liabilities, net — — 45,594 — 45,594 Interest rate swaps 5,475 — — — 5,475 Total liabilities 2,489,669 5,098,864 2,753,560 (8,078,450 ) 2,263,643 Stockholders’ Equity: Common stock — 1,453 — — 1,453 Additional paid-in capital 3,596,047 3,678,447 1,307 (3,600,226 ) 3,675,575 Retained/(cumulative distributions in excess of) earnings 901,748 (3,864,493 ) 1,268,514 97,955 (1,596,276 ) Other comprehensive loss 4,466 — — — 4,466 Piedmont stockholders’ equity 4,502,261 (184,593 ) 1,269,821 (3,502,271 ) 2,085,218 Noncontrolling interest — — 1,879 — 1,879 Total stockholders’ equity 4,502,261 (184,593 ) 1,271,700 (3,502,271 ) 2,087,097 Total liabilities and stockholders’ equity $ 6,991,930 $ 4,914,271 $ 4,025,260 $ (11,580,721 ) $ 4,350,740 Condensed Consolidated Balance Sheets As of December 31, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 46,133 $ — $ 571,005 $ — $ 617,138 Buildings and improvements, less accumulated depreciation 228,194 — 2,526,212 (300 ) 2,754,106 Intangible lease assets, less accumulated amortization 725 — 98,970 — 99,695 Construction in progress 145 — 34,669 — 34,814 Real estate assets held for sale, net — — 225,939 — 225,939 Total real estate assets 275,197 — 3,456,795 (300 ) 3,731,692 Investments in and amounts due from unconsolidated joint ventures 7,360 — — — 7,360 Cash and cash equivalents 3,674 150 3,168 — 6,992 Tenant and straight-line rent receivables, net 20,159 — 170,124 — 190,283 Advances to affiliates 6,464,135 1,315,616 — (7,779,751 ) — Investment in subsidiary — 3,630,564 181 (3,630,745 ) — Notes receivable 88,910 — 95,790 (184,700 ) — Prepaid expenses, restricted cash, escrows, and other assets 6,189 — 20,575 (1,897 ) 24,867 Goodwill 98,918 — — — 98,918 Deferred lease costs, net 16,550 — 282,145 — 298,695 Other assets held for sale, net — — 9,361 — 9,361 Total assets $ 6,981,092 $ 4,946,330 $ 4,038,139 $ (11,597,393 ) $ 4,368,168 Liabilities: Debt, net $ 1,701,933 $ — $ 503,242 $ (184,700 ) $ 2,020,475 Accounts payable, accrued expenses, and accrued capital expenditures 17,365 31,230 118,712 (1,897 ) 165,410 Advances from affiliates 708,340 5,071,521 2,098,146 (7,878,007 ) — Deferred income 5,206 — 23,200 — 28,406 Intangible lease liabilities, net — — 48,005 — 48,005 Interest rate swaps 8,169 — — — 8,169 Total liabilities 2,441,013 5,102,751 2,791,305 (8,064,604 ) 2,270,465 Stockholders’ Equity: Common stock — 1,452 — — 1,452 Additional paid-in capital 3,626,564 3,676,000 1,309 (3,630,745 ) 3,673,128 Retained/(cumulative distributions in excess of) earnings 911,411 (3,833,873 ) 1,243,643 97,956 (1,580,863 ) Other comprehensive income 2,104 — — — 2,104 Piedmont stockholders’ equity 4,540,079 (156,421 ) 1,244,952 (3,532,789 ) 2,095,821 Noncontrolling interest — — 1,882 — 1,882 Total stockholders’ equity 4,540,079 (156,421 ) 1,246,834 (3,532,789 ) 2,097,703 Total liabilities and stockholders’ equity $ 6,981,092 $ 4,946,330 $ 4,038,139 $ (11,597,393 ) $ 4,368,168 Condensed Consolidated Statements of Income For the three months ended March 31, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 11,424 $ — $ 112,484 $ (458 ) $ 123,450 Tenant reimbursements 3,001 — 21,603 (104 ) 24,500 Property management fee revenue — — 4,624 (4,111 ) 513 14,425 — 138,711 (4,673 ) 148,463 Expenses: Property operating costs 5,802 — 54,255 (4,673 ) 55,384 Depreciation 3,463 — 27,305 — 30,768 Amortization 856 — 19,559 — 20,415 General and administrative 1,702 103 6,791 — 8,596 11,823 103 107,910 (4,673 ) 115,163 Real estate operating income/(loss) 2,602 (103 ) 30,801 — 33,300 Other income (expense): Interest expense (14,444 ) — (7,251 ) 3,638 (18,057 ) Other income/(expense) 2,229 — 1,367 (3,638 ) (42 ) Net loss from casualty events — — (58 ) — (58 ) Equity in income of unconsolidated joint ventures 11 — — — 11 Loss on sale of real estate assets (61 ) — 8 — (53 ) Net income/(loss) (9,663 ) (103 ) 24,867 — 15,101 Less: Net loss applicable to noncontrolling interest — — 3 — 3 Net income/(loss) applicable to Piedmont $ (9,663 ) $ (103 ) $ 24,870 $ — $ 15,104 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 8,443 — 50,515 (4,679 ) 54,279 Depreciation 4,899 — 26,883 — 31,782 Amortization 1,051 — 16,755 — 17,806 General and administrative 7,509 76 9,651 (9,463 ) 7,773 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 Cash Flows For the three months ended March 31, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by Operating Activities $ (5,749 ) $ 998 $ 55,004 $ — $ 50,253 Cash Flows from Investing Activities: Investment in real estate assets, consolidated joint venture, and real estate related intangibles, net of accruals (407 ) — (27,796 ) — (28,203 ) Net sales proceeds from wholly-owned properties (58 ) — (6 ) — (64 ) Investments in unconsolidated joint ventures (284 ) — — — (284 ) Deferred lease costs paid (305 ) — (3,965 ) — (4,270 ) Net cash provided by/(used in) investing activities (1,054 ) — (31,767 ) — (32,821 ) Cash Flows from Financing Activities: Debt issuance costs paid (63 ) — — — (63 ) Proceeds from debt 100,000 — — — 100,000 Repayments of debt (55,000 ) — (345 ) — (55,345 ) Shares withheld to pay tax obligations related to employee stock compensation — (1,128 ) — — (1,128 ) (Distributions to)/repayments from affiliates (38,103 ) 61,210 (23,107 ) — — Dividends paid and discount on dividend reinvestments — (61,080 ) — — (61,080 ) Net cash provided by/(used in) financing activities 6,834 (998 ) (23,452 ) — (17,616 ) Net increase/(decrease) in cash and cash equivalents 31 — (215 ) — (184 ) Cash and cash equivalents, beginning of period 3,674 150 3,168 — 6,992 Cash and cash equivalents, end of period $ 3,705 $ 150 $ 2,953 $ — $ 6,808 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/(used in) by financing activities (33,490 ) (679 ) (32,361 ) 110 (66,420 ) Net increase/(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 |