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 June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Real estate assets, at cost: Land $ 43,929 $ — $ 571,005 $ — $ 614,934 Buildings and improvements, less accumulated depreciation 209,091 — 2,533,536 (300 ) 2,742,327 Intangible lease assets, less accumulated amortization 453 — 84,536 — 84,989 Construction in progress 572 — 15,079 — 15,651 Real estate assets held for sale, net — — 225,071 — 225,071 Total real estate assets 254,045 — 3,429,227 (300 ) 3,682,972 Investments in and amounts due from unconsolidated joint ventures 7,762 — — — 7,762 Cash and cash equivalents 5,181 150 4,265 — 9,596 Tenant and straight-line rent receivables, net 17,266 — 184,466 — 201,732 Advances to affiliates 6,465,350 1,316,446 — (7,781,796 ) — Investment in subsidiary — 3,569,494 178 (3,569,672 ) — Notes receivable 88,910 — 95,790 (184,700 ) — Prepaid expenses, restricted cash, escrows, and other assets 5,007 76 26,752 (1,091 ) 30,744 Goodwill 98,918 — — — 98,918 Deferred lease costs, net 14,500 — 263,866 — 278,366 Other assets held for sale, net — — 10,222 — 10,222 Total assets $ 6,956,939 $ 4,886,166 $ 4,014,766 $ (11,537,559 ) $ 4,320,312 Liabilities: Debt, net $ 1,735,196 $ — $ 502,686 $ (184,700 ) $ 2,053,182 Accounts payable, accrued expenses, and accrued capital expenditures 16,328 565 95,209 (1,091 ) 111,011 Advances from affiliates 729,007 5,100,839 2,050,205 (7,880,051 ) — Deferred income 2,934 — 24,482 — 27,416 Intangible lease liabilities, net — — 43,328 — 43,328 Interest rate swaps 5,061 — — — 5,061 Total liabilities 2,488,526 5,101,404 2,715,910 (8,065,842 ) 2,239,998 Stockholders’ Equity: Common stock — 1,455 — — 1,455 Additional paid-in capital 3,565,494 3,678,434 1,306 (3,569,672 ) 3,675,562 Retained/(cumulative distributions in excess of) earnings 898,372 (3,895,127 ) 1,295,681 97,955 (1,603,119 ) Other comprehensive loss 4,547 — — — 4,547 Piedmont stockholders’ equity 4,468,413 (215,238 ) 1,296,987 (3,471,717 ) 2,078,445 Noncontrolling interest — — 1,869 — 1,869 Total stockholders’ equity 4,468,413 (215,238 ) 1,298,856 (3,471,717 ) 2,080,314 Total liabilities and stockholders’ equity $ 6,956,939 $ 4,886,166 $ 4,014,766 $ (11,537,559 ) $ 4,320,312 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 — 20,121 (1,897 ) 24,413 Goodwill 98,918 — — — 98,918 Deferred lease costs, net 16,550 — 282,145 — 298,695 Other assets held for sale, net — — 9,815 — 9,815 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 June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 11,092 $ — $ 113,641 $ (485 ) $ 124,248 Tenant reimbursements 2,964 — 21,207 (127 ) 24,044 Property management fee revenue — — 4,577 (4,190 ) 387 14,056 — 139,425 (4,802 ) 148,679 Expenses: Property operating costs 5,853 — 54,728 (4,802 ) 55,779 Depreciation 3,281 — 26,778 — 30,059 Amortization 803 — 18,511 — 19,314 General and administrative 1,528 81 6,427 — 8,036 11,465 81 106,444 (4,802 ) 113,188 Real estate operating income/(loss) 2,591 (81 ) 32,981 — 35,491 Other income (expense): Interest expense (14,810 ) — (7,262 ) 3,651 (18,421 ) Other income/(expense) 2,240 — 1,449 (3,651 ) 38 Equity in income of unconsolidated joint ventures 107 — — — 107 (12,463 ) — (5,813 ) — (18,276 ) Income/(loss) from continuing operations (9,872 ) (81 ) 27,168 — 17,215 Discontinued operations: Operating income — — — — — Income from discontinued operations — — — — — Gain/(loss) on sale of real estate assets, net 6,495 — (3 ) — 6,492 Net income/(loss) (3,377 ) (81 ) 27,165 — 23,707 Less: Net loss applicable to noncontrolling interest — — 3 — 3 Net income/(loss) applicable to Piedmont $ (3,377 ) $ (81 ) $ 27,168 $ — $ 23,710 Condensed Consolidated Statements of Income For the three months ended June 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 14,661 $ — $ 97,860 $ (754 ) $ 111,767 Tenant reimbursements 3,753 — 19,409 (76 ) 23,086 Property management fee revenue — — 4,178 (3,724 ) 454 18,414 — 121,447 (4,554 ) 135,307 Expenses: Property operating costs 8,319 — 48,568 (4,595 ) 52,292 Depreciation 4,476 — 27,080 — 31,556 Amortization 941 — 16,461 — 17,402 Impairment loss on real estate assets 8,258 — 2,692 — 10,950 General and administrative 8,107 92 10,213 (10,096 ) 8,316 30,101 92 105,014 (14,691 ) 120,516 Real estate operating income/(loss) (11,687 ) (92 ) 16,433 10,137 14,791 Other income (expense): Interest expense (12,170 ) — (6,666 ) 2,423 (16,413 ) Other income/(expense) 1,735 282 365 (2,423 ) (41 ) Equity in income of unconsolidated joint ventures 110 — — — 110 (10,325 ) 282 (6,301 ) — (16,344 ) Income/(loss) from continuing operations (22,012 ) 190 10,132 10,137 (1,553 ) Discontinued operations: Operating loss — — (1 ) — (1 ) Loss from discontinued operations — — (1 ) — (1 ) Gain on sale of real estate assets, net 29,966 — 43,869 — 73,835 Net income 7,954 190 54,000 10,137 72,281 Less: Net income applicable to noncontrolling interest — — (3 ) — (3 ) Net income applicable to Piedmont $ 7,954 $ 190 $ 53,997 $ 10,137 $ 72,278 Condensed Consolidated Statements of Income For the six months ended June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 22,517 $ — $ 226,125 $ (944 ) $ 247,698 Tenant reimbursements 5,964 — 42,810 (230 ) 48,544 Property management fee revenue — — 9,201 (8,301 ) 900 28,481 — 278,136 (9,475 ) 297,142 Expenses: Property operating costs 11,655 — 108,983 (9,475 ) 111,163 Depreciation 6,744 — 54,083 — 60,827 Amortization 1,659 — 38,070 — 39,729 General and administrative 3,231 183 13,218 — 16,632 23,289 183 214,354 (9,475 ) 228,351 Real estate operating income/(loss) 5,192 (183 ) 63,782 — 68,791 Other income (expense): Interest expense (29,254 ) — (14,514 ) 7,290 (36,478 ) Other income/(expense) 4,469 — 2,759 (7,290 ) (62 ) Equity in income of unconsolidated joint ventures 118 — — — 118 (24,667 ) — (11,755 ) — (36,422 ) Income/(loss) from continuing operations (19,475 ) (183 ) 52,027 — 32,369 Discontinued operations: Operating income — — — — — Income from discontinued operations — — — — — Gain on sale of real estate assets, net 6,434 — 5 — 6,439 Net income/(loss) (13,041 ) (183 ) 52,032 — 38,808 Less: Net loss applicable to noncontrolling interest — — 6 — 6 Net income/(loss) applicable to Piedmont $ (13,041 ) $ (183 ) $ 52,038 $ — $ 38,814 Condensed Consolidated Statements of Income For the six months ended June 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental income $ 30,127 $ — $ 197,896 $ (1,518 ) $ 226,505 Tenant reimbursements 7,026 — 38,980 (169 ) 45,837 Property management fee revenue — — 8,495 (7,518 ) 977 37,153 — 245,371 (9,205 ) 273,319 Expenses: Property operating costs 16,762 — 99,083 (9,274 ) 106,571 Depreciation 9,376 — 53,962 — 63,338 Amortization 1,991 — 33,217 — 35,208 Impairment loss of real estate assets 8,259 — 2,691 — 10,950 General and administrative 15,615 168 19,864 (19,558 ) 16,089 52,003 168 208,817 (28,832 ) 232,156 Real estate operating income/(loss) (14,850 ) (168 ) 36,554 19,627 41,163 Other income (expense): Interest expense (24,360 ) — (13,404 ) 4,966 (32,798 ) Other income/(expense) 4,400 282 537 (4,966 ) 253 Equity in income of unconsolidated joint ventures 225 — — — 225 (19,735 ) 282 (12,867 ) — (32,320 ) Net income/(loss) (34,585 ) 114 23,687 19,627 8,843 Discontinued operations: Operating loss — — (1 ) — (1 ) Loss from discontinued operations — — (1 ) — (1 ) Gain on sale of real estate assets, net 29,962 — 43,853 — 73,815 Net income/(loss) (4,623 ) 114 67,539 19,627 82,657 Less: Net income applicable to noncontrolling interest — — (7 ) — (7 ) Net income/(loss) applicable to Piedmont $ (4,623 ) $ 114 $ 67,532 $ 19,627 $ 82,650 Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by/(Used in) Operating Activities $ (10,028 ) $ 3,091 $ 118,599 $ — $ 111,662 Cash Flows from Investing Activities: Investment in real estate assets, consolidated joint venture, and real estate related intangibles, net of accruals (757 ) — (57,563 ) — (58,320 ) Net sales proceeds from wholly-owned properties 23,032 — (9 ) — 23,023 Investments in unconsolidated joint ventures (284 ) — — — (284 ) Deferred lease costs paid (736 ) — (8,827 ) — (9,563 ) Net cash provided by/(used in) investing activities 21,255 — (66,399 ) — (45,144 ) Cash Flows from Financing Activities: Debt issuance costs paid (102 ) — — — (102 ) Proceeds from debt 147,000 — — — 147,000 Repayments of debt (115,000 ) — (694 ) — (115,694 ) Costs of issuance of common stock — (74 ) — — (74 ) Shares withheld to pay tax obligations related to employee stock compensation — (3,380 ) — — (3,380 ) (Distributions to)/repayments from affiliates (41,618 ) 92,020 (50,402 ) — — Dividends paid and discount on dividend reinvestments — (91,657 ) (7 ) — (91,664 ) Net cash used in financing activities (9,720 ) (3,091 ) (51,103 ) — (63,914 ) Net increase in cash and cash equivalents 1,507 — 1,097 — 2,604 Cash and cash equivalents, beginning of period 3,674 150 3,168 — 6,992 Cash and cash equivalents, end of period $ 5,181 $ 150 $ 4,265 $ — $ 9,596 Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by/(Used in) Operating Activities $ (14,105 ) $ 3,075 $ 94,146 $ 19,628 $ 102,744 Cash Flows from Investing Activities: Investment in real estate assets and real estate related intangibles, net of accruals (13,062 ) — (51,360 ) — (64,422 ) Intercompany note receivable — — 9,600 (9,600 ) — Net sales proceeds from wholly-owned properties 108,550 — 93,140 — 201,690 Deferred lease costs paid (1,712 ) — (4,554 ) — (6,266 ) Net cash provided by/(used in) investing activities 93,776 — 46,826 (9,600 ) 131,002 Cash Flows from Financing Activities: Debt issuance costs paid (138 ) — — — (138 ) Proceeds from debt 211,000 — — — 211,000 Repayments of debt (232,000 ) — (125,597 ) — (357,597 ) 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 — (2,283 ) — — (2,283 ) Repurchases of common stock as part of announced plan — (7,943 ) — — (7,943 ) (Distributions to)/repayments from affiliates (34,837 ) 68,259 (13,794 ) (19,628 ) — Dividends paid and discount on dividend reinvestments — (61,066 ) (9 ) — (61,075 ) Net cash used in financing activities (65,575 ) (3,075 ) (139,400 ) (10,028 ) (218,078 ) Net increase in cash and cash equivalents 14,096 — 1,572 — 15,668 Cash and cash equivalents, beginning of period 2,174 150 3,117 — 5,441 Cash and cash equivalents, end of period $ 16,270 $ 150 $ 4,689 $ — $ 21,109 |