PIEDMONT OFFICE REALTY TRUST, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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The following discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements and notes thereto of Piedmont
Office Realty Trust, Inc. ("Piedmont," "we," "our," or "us"). See also
"Cautionary Note Regarding Forward-Looking Statements" preceding Part I, as well
as the consolidated financial statements and accompanying notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended
December 31, 2021.

Given our low-leverage operating model of long-term leases targeted toward
creditworthy tenants, the ongoing COVID-19 pandemic has not materially impacted
our financial condition, overall liquidity position and outlook, or caused
material impairments in our portfolio of operating properties; however, the
pandemic-related slowdown of leasing activity, particularly leasing of vacant
space to new tenants, during 2020 and the first half of 2021 has moderated
earnings growth and negatively impacted our occupancy levels and rental rate
growth. The pandemic has had an ongoing impact on a few of our small, primarily
retail, tenants. The long-term repercussions on our tenant's operations, future
leasing decisions, and the global economy remains unclear.

Cash and capital resources


We intend to use cash on hand, cash flows generated from the operation of our
properties, net proceeds from the disposition of select properties, and
borrowings under our $500 Million Unsecured 2018 Line of Credit as our primary
sources of immediate liquidity. We have $416 million of capacity on our $500
million line of credit available as of the date of this filing. When necessary,
we may seek other new secured or unsecured borrowings from third party lenders
or issue securities as additional sources of capital. The nature and timing of
these additional sources of capital will be highly dependent on market
conditions.

Our most consistent use of capital has historically been, and we believe will
continue to be, to fund capital expenditures for our existing portfolio of
properties. During the three months ended March 31, 2022 and 2021 we incurred
the following types of capital expenditures (in thousands):

                                                                            

Three months completed

                                                                         March 31, 2022           March 31, 2021

Capital expenditures for redevelopment/renovations                     $    

13,144 $11,765

Other capital expenditures, including improvements to buildings and tenants

     19,421                   13,994
Total capital expenditures (1)                                         $    

32,565 $25,759

(1) Of the total sums paid, approximately $1.2 million and $1.3 million
relates to indirect costs such as capitalized interest, payroll and other costs of operating the property for the three months ended March 31, 2022 and 2021, respectively.


"Capital expenditures for redevelopment/renovations" during both the three
months ended March 31, 2022 and 2021 related to building upgrades, primarily to
the lobbies and the addition of tenant amenities at our 60 Broad Street building
in New York City; our 200 South Orange Avenue building in Orlando, Florida; our
Galleria buildings in Atlanta, Georgia; as well as our Dallas Galleria Office
Towers in Dallas, Texas.

“Other capital expenditures, including building and tenant improvements” includes all other capital expenditures during the period and generally includes tenant and building improvements required to lease, maintain or make improvements to our existing portfolio of office properties.


Given that our operating model sometimes results in leases for large blocks of
space to credit-worthy tenants, our leasing success can result in capital
outlays that vary significantly from one reporting period to another depending
upon the specific leases executed. For leases executed during the three months
ended March 31, 2022, we committed to spend approximately $5.59 per square foot
per year of lease term for tenant improvement allowances and lease commissions
(net of expired lease commitments) as compared to $3.40 (net of expired lease
commitments) for the three months ended March 31, 2021. Commitments per square
foot per year of lease term for tenant improvement allowances and lease
commissions (net of expired lease commitments) for the three months ended
March 31, 2021 were unusually low as they reflected the 330,000 square foot,
five-year extension of the New York City lease at our 1.0 million square foot
asset, 60 Broad Street, which did not include a tenant improvement allowance. As
of March 31, 2022, we had one individually significant unrecorded tenant
allowance commitment outstanding of approximately $15.1 million related to the
State of New York's lease, also at our 60 Broad Street building.
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Contents


In addition to the amounts that we have already committed to as a part of
executed leases, we also anticipate continuing to incur similar market-based
tenant improvement allowances and leasing commissions in conjunction with
procuring future leases for our existing portfolio of properties. Both the
timing and magnitude of expenditures related to future leasing activity can vary
due to a number of factors and are highly dependent on the size of the leased
square footage and the competitive market conditions of the particular office
market at the time a lease is being negotiated.

There are other uses of capital that may arise as part of our typical
operations. Subject to the identification and availability of attractive
investment opportunities and our ability to consummate such acquisitions on
satisfactory terms, acquiring new assets consistent with our investment strategy
could also be a significant use of capital. We may also use capital resources to
repurchase additional shares of our common stock under our stock repurchase
program when we believe the stock is trading disparately from our peers and at a
significant discount to net asset value. As of March 31, 2022, we had
approximately $150.5 million of remaining capacity under the program which may
be used for share repurchases through February 2024. Finally, other than our
$500 Million Unsecured 2018 Line of Credit, which has a maturity date of
September 2022 but can be extended for up to one additional year, we have no
scheduled debt maturities until the second quarter of 2023. We may use capital
to repay debt obligations when we deem it prudent to refinance various
obligations.

The amount and form of payment (cash or stock issuance) of future dividends to
be paid to our stockholders will continue to be largely dependent upon (i) the
amount of cash generated from our operating activities; (ii) our expectations of
future cash flows; (iii) our determination of near-term cash needs for debt
repayments, development projects, and selective acquisitions of new properties;
(iv) the timing of significant expenditures for tenant improvements, leasing
commissions, building redevelopment projects, and general property capital
improvements; (v) long-term dividend payout ratios for comparable companies;
(vi) our ability to continue to access additional sources of capital, including
potential sales of our properties; and (vii) the amount required to be
distributed to maintain our status as a REIT. With the fluctuating nature of
cash flows and expenditures, we may periodically borrow funds on a short-term
basis to cover timing differences in cash receipts and cash disbursements.

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Results of Operations

Overview

Net income applicable to common stockholders for the three months ended
March 31, 2022 was $60.0 million, or $0.49 per diluted share, as compared to
$9.3 million, or $0.08 per diluted share, for the three months ended March 31,
2021. The quarter ended March 31, 2022 included a $50.7 million, or $0.41 per
diluted share, gain on sale of real estate assets almost entirely associated
with the sale of 225/235 Presidential Way (see   N    ote     7   to the
accompanying consolidated financial statements).

Comparison of the three months ended March 31, 2022 compared to the three months ended March 31, 2021


The following table sets forth selected data from our consolidated statements of
income for the three months ended March 31, 2022 and 2021, respectively, as well
as each balance as a percentage of total revenues for the same period presented
(dollars in millions):

                                             March 31,                                      March 31,
                                               2022               % of Revenues               2021               % of Revenues             Variance
Revenue:

Rental and tenant reimbursement revenue    $    131.9                                     $    125.9                                     $     6.0
Property management fee revenue                   0.7                                            0.8                                          (0.1)
Other property related income                     3.6                                            2.6                                           1.0
Total revenues                                  136.2                        100  %            129.3                        100  %             6.9
Expense:
Property operating costs                         53.6                         39  %             51.4                         40  %             2.2
Depreciation                                     31.5                         23  %             28.1                         22  %             3.4
Amortization                                     22.3                         16  %             22.9                         17  %            (0.6)

General and administrative                        7.6                          6  %              7.3                          6  %             0.3
                                                115.0                                          109.7                                           5.3
Other income (expense):
Interest expense                                (13.9)                        10  %            (12.6)                        10  %            (1.3)
Other income                                      2.0                          1  %              2.3                          2  %            (0.3)

Gain on sale of real estate assets               50.7                         37  %                -                          -  %            50.7
Net income                                 $     60.0                         44  %       $      9.3                          7  %       $    50.7



Revenue

Rental and tenant reimbursement revenue increased approximately $6.0 million for
the three months ended March 31, 2022 as compared to the same period in the
prior year. The increase was primarily due to accretive capital recycling
activity, rental rate increases associated with recent leasing activity across
the portfolio, and higher tenant reimbursements as a result of higher
recoverable operating expenses as compared to the prior period.

Other property related income increased approximately $1.0 million for the three
months ended March 31, 2022 as compared to the same period in the prior year
primarily due to higher transient parking utilization at our buildings during
the current period, as compared to the prior period, which reflects the negative
impact of the COVID-19 pandemic on parking revenue during early 2021. Parking
revenue associated with the acquisition of the 999 Peachtree Street building in
Atlanta, Georgia during the current period also contributed to the increase.

Costs


Property operating costs increased approximately $2.2 million for the three
months ended March 31, 2022 as compared to the same period in the prior year.
The variance was primarily due to higher recoverable operating expenses such as
janitorial and utilities resulting from higher tenant utilization during the
current period, as compared to the prior period, which reflects the impact of
the COVID-19 pandemic during the first quarter of 2021.

Depreciation expense increased by approximately $3.4 million for the three months ended March 31, 2022 compared to the same

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period in the prior year. The increase was primarily due to additional building
and tenant improvements placed in service subsequent to January 1, 2021.

Amortization expense decreased approximately $0.6 million for the three months
ended March 31, 2022 as compared to the same period in the prior year primarily
due to certain lease intangible assets at our existing properties becoming fully
amortized subsequent to January 1, 2021, partially offset by additional
amortization resulting from the acquisition of the 999 Peachtree Street asset in
October 2021.

General and administrative expenses increased approximately $0.3 million for the
three months ended March 31, 2022 as compared to the same period in the prior
year, primarily reflecting increased accruals for potential performance based
compensation.

Other Income (Expense)

Interest expense increased approximately $1.3 million for the three months ended
March 31, 2022 as compared to the same period in the prior year primarily due to
a higher average balance in the current period on the $500 Million Unsecured
2018 Line of Credit, as well as an increase in interest rates on this floating
rate debt.

Gain on sale of real estate assets during the three months ended March 31, 2021
mainly includes the gain recognized on the sale of 225 & 235 Presidential Way buildings, which closed in January 2022.

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Issuer and Guarantor Financial Information

Piedmont, through its wholly-owned subsidiary Piedmont Operating Partnership, LP
("Piedmont OP" or the "Issuer"), has issued senior unsecured notes payable of
$350 million that mature in 2023, $400 million that mature in 2024, and two
separate issuances of $300 million, that mature in 2030 and 2032, respectively,
(collectively, the "Notes"). The Notes are senior unsecured obligations of
Piedmont OP and rank equally in right of payment with all of Piedmont OP's other
existing and future senior unsecured indebtedness and would be effectively
subordinated in right of payment to any of Piedmont OP's future mortgage or
other secured indebtedness (to the extent of the value of the collateral
securing such indebtedness) and to all existing and future indebtedness and
other liabilities of Piedmont OP's subsidiaries, whether secured or unsecured.

The Notes are fully and unconditionally guaranteed by Piedmont Office Realty
Trust, Inc. (the "Guarantor"), the parent entity that consolidates Piedmont OP
and all other subsidiaries. By execution of the guarantee, the Guarantor
guarantees to each holder of the Notes that the principal and interest on the
Notes will be paid in full when due, whether at the maturity dates of the
respective loans, or upon acceleration, upon redemption, or otherwise, and
interest on overdue principal and interest on any overdue interest, if any, on
the Notes and all other obligations of the Issuer to the holders of the Notes
will be promptly paid in full. The Guarantor's guarantee of the Notes is its
senior unsecured obligation and ranks equally in right of payment with all of
the Guarantor's other existing and future senior unsecured indebtedness and
guarantees. The Guarantor's guarantee of the Notes is effectively subordinated
in right of payment to any future mortgage or other secured indebtedness or
secured guarantees of the Guarantor (to the extent of the value of the
collateral securing such indebtedness and guarantees); and all existing and
future indebtedness and other liabilities, whether secured or unsecured, of the
Guarantor's subsidiaries.

In the event of the bankruptcy, liquidation, reorganization or other winding up
of Piedmont OP or the Guarantor, assets that secure any of their respective
secured indebtedness and other secured obligations will be available to pay
their respective obligations under the Notes or the guarantee, as applicable,
and their other respective unsecured indebtedness and other unsecured
obligations only after all of their respective indebtedness and other
obligations secured by those assets have been repaid in full.

The Non-Guarantors are separate and distinct legal entities and have no obligation, conditional or otherwise, to pay any amounts due under the Notes, or to make funds available therefor, whether in the form of dividends. , loans, distributions or other payments.


Pursuant to Rule 13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed
Securities Registered or Being Registered, the following tables present
summarized financial information for Piedmont OP as Issuer and Piedmont Office
Realty Trust, Inc. as Guarantor on a combined basis after elimination of (i)
intercompany transactions and balances among the Issuer and the Guarantor and
(ii) equity in earnings from and investments in any subsidiary that is a
non-Guarantor (in thousands):

Combined Balances of Piedmont OP and Piedmont Office            As of                      As of

Real Estate Trust, Inc. as Issuer and Guarantor, respectively March 31, 2022

December 31, 2021


Due from non-guarantor subsidiary                         $           900          $              900
Total assets                                              $       351,984          $          352,788
Total liabilities                                         $     1,702,643          $        1,945,846

                                                                                   For the Three Months
                                                                                   Ended March 31, 2022
Total revenues                                                                     $           12,508
Net loss                                                                           $          (12,265)



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Net Operating Income by Geographic Segment

Our President and Chief Executive Officer has been identified as our chief
operating decision maker ("CODM"), as defined by GAAP. Our CODM evaluates
Piedmont's portfolio and assesses the ongoing operations and performance of its
properties utilizing the following geographic segments: Dallas, Atlanta,
Washington, D.C., Minneapolis, Boston, Orlando, and New York. These operating
segments are also our reportable segments. As of March 31, 2022, we also owned
two properties in Houston that do not meet the definition of an operating or
reportable segment as the CODM does not regularly review these properties for
purposes of allocating resources or assessing performance. Further, we do not
maintain a significant presence or anticipate further investment in this market.
These two properties are the primary contributors to NOI included in "Other"
below. See   Note 11   to the accompanying consolidated financial statements for
additional information and a reconciliation of Net income applicable to Piedmont
to accrual-based net operating income ("NOI").

The following table presents the NOI by geographic sector (in thousands):

                                           Three Months Ended
                                                     March 31, 2022       March 31, 2021
Dallas                                              $        16,099      $        16,877
Atlanta                                                      18,555               14,996
Boston                                                       10,473               10,824
Washington, D.C.                                             10,047                8,573
Minneapolis                                                   7,914                8,155
Orlando                                                       8,499               10,350
New York                                                      7,757                7,296
Total reportable segments                                    79,344               77,071
Other                                                         3,037                  587
Total NOI                                           $        82,381      $        77,658


Comparison of the three months ended March 31, 2022 Compared to the three months ended March 31, 2021

Atlanta

RON increased primarily due to the acquisition of 999 Fisher Street in
October 2021.

washington d.c.


NOI increased due to the commencement of certain leases subsequent to the three
months ended March 31, 2021, primarily at 400 Virginia Avenue and 3100 Clarendon
Boulevard.

Orlando

NOI decreased primarily due to lease termination income recognized during the
three months ended March 31, 2021 at 200 South Orange Avenue that did not recur
during the three months ended March 31, 2022.

Other

The RON increased mainly due to the expiration in April 2021 rental and operating cost reductions associated with the Transocean lease at our Enclave build in Houston, TX.

Funds from Operations (“FFO”), Basic Funds from Operations (“Base FFO”) and Adjusted Funds from Operations (“AFFO”)


Net income calculated in accordance with GAAP is the starting point for
calculating FFO, Core FFO, and AFFO. These metrics are non-GAAP financial
measures and should not be viewed as an alternative measurement of our operating
performance to net income. Management believes that accounting for real estate
assets in accordance with GAAP implicitly assumes that the value of real estate
assets diminishes predictably over time. Since real estate values have
historically risen or fallen with market
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conditions, many industry investors and analysts have considered the
presentation of operating results for real estate companies that use historical
cost accounting alone to be insufficient. As a result, we believe that the
additive use of FFO, Core FFO, and AFFO, together with the required GAAP
presentation, provides a more complete understanding of our performance relative
to our competitors and a more informed and appropriate basis on which to make
decisions involving operating, financing, and investing activities.

We calculate FFO in accordance with the current National Association of Real
Estate Investment Trusts ("NAREIT") definition. NAREIT currently defines FFO as
Net income (calculated in accordance with GAAP), excluding depreciation and
amortization related to real estate, gains and losses from the sale of certain
real estate assets, gains and losses from change in control, and impairment
write-downs of certain real estate assets and investment in entities when the
impairment is directly attributable to decreases in the value of depreciable
real estate held by the entity. Other REITs may not define FFO in accordance
with the NAREIT definition, or may interpret the current NAREIT definition
differently than we do; therefore, our computation of FFO may not be comparable
to the computation made by other REITs.

We calculate Core FFO by starting with FFO, as defined by NAREIT, and adjusting
for gains or losses on the extinguishment of swaps and/or debt and any
significant non-recurring or infrequent items. Core FFO is a non-GAAP financial
measure and should not be viewed as an alternative to net income calculated in
accordance with GAAP as a measurement of our operating performance. We believe
that Core FFO is helpful to investors as a supplemental performance measure
because it excludes the effects of certain infrequent or non-recurring items
which can create significant earnings volatility, but which do not directly
relate to our core recurring business operations. As a result, we believe that
Core FFO can help facilitate comparisons of operating performance between
periods and provides a more meaningful predictor of future earnings potential.
Other REITs may not define Core FFO in the same manner as us; therefore, our
computation of Core FFO may not be comparable to the computation made by other
REITs.

We calculate AFFO by starting with Core FFO and adjusting for non-incremental
capital expenditures and non-cash items including: non-real estate depreciation,
straight-lined rent and fair value lease adjustments, non-cash components of
interest expense and compensation expense. AFFO is a non-GAAP financial measure
and should not be viewed as an alternative to net income calculated in
accordance with GAAP as a measurement of our operating performance. We believe
that AFFO is helpful to investors as a meaningful supplemental comparative
performance measure of our ability to make incremental capital investments in
new properties or enhancements to existing properties that improve revenue
growth potential. Other REITs may not define AFFO in the same manner as us;
therefore, our computation of AFFO may not be comparable to the computation of
other REITs.

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Reconciliations of net income to FFO, Core FFO, and AFFO are presented below (in
thousands except per share amounts):
                                                                            Three Months Ended
                                                                                         March 31,             Per             March 31,             Per
                                                                                            2022             Share(1)             2021             Share(1)
GAAP net income applicable to common stock                                              $  59,964          $    0.49          $   9,344          $    

0.08

Depreciation of real estate assets                                                         31,332               0.25             27,812               

0.22

Amortization of lease-related costs                                                        22,240               0.18             22,900               

0.18


Gain on sale of real estate assets                                                        (50,673)             (0.41)                 -                 

NAREIT Funds From Operations and Core Funds From Operations applicable to ordinary shares

                                                              $  62,863          $    0.51          $  60,056          $    

0.48

Adjustments:

Amortization of debt issue costs, fair market value adjustments of notes payable and debt discounts

                                           778                                   654
Depreciation of non real estate assets                                                        173                                   282
Straight-line effects of lease revenue                                                     (2,577)                               (4,103)

Stock-based compensation adjustments                                                         (552)                                1,111
Amortization of lease-related intangibles                                                  (3,162)                               (2,792)

Non-incremental capital expenditures (2)                                                  (18,947)                              (17,347)
Adjusted Funds From Operations applicable to common stock                               $  38,576                             $  37,861
Weighted-average shares outstanding - diluted                                             123,510                               124,450



(1)Based on the weighted average number of shares outstanding – diluted.


(2)We define non-incremental capital expenditures as capital expenditures of a
recurring nature related to tenant improvements, leasing commissions, and
building capital that do not incrementally enhance the underlying assets' income
generating capacity. Tenant improvements, leasing commissions, building capital
and deferred lease incentives incurred to lease space that was vacant at
acquisition, leasing costs for spaces vacant for greater than one year, leasing
costs for spaces at newly acquired properties for which in-place leases expire
shortly after acquisition, improvements associated with the expansion of a
building, and renovations that either enhance the rental rates of a building or
change the property's underlying classification, such as from a Class B to a
Class A property, are excluded from this measure.


Property and same store net operating income


Property Net Operating Income ("Property NOI") is a non-GAAP measure which we
use to assess our operating results. We calculate Property NOI beginning with
Net income (calculated in accordance with GAAP) before interest, income-related
federal, state, and local taxes, depreciation and amortization and removing any
impairments and gains or losses from sales of property and other significant
infrequent items that create volatility within our earnings and make it
difficult to determine the earnings generated by our core ongoing business.
Furthermore, we remove general and administrative expenses, income associated
with property management performed by us for other organizations, and other
income or expense items such as interest income from loan investments or costs
from the pursuit of non-consummated transactions. For Property NOI (cash basis),
the effects of non-cash general reserve for uncollectible accounts,
straight-lined rents and fair value lease revenue are also eliminated; while
such effects are not adjusted in calculating Property NOI (accrual basis).
Property NOI is a non-GAAP financial measure and should not be viewed as an
alternative to net income calculated in accordance with GAAP as a measurement of
our operating performance. We believe that Property NOI, on either a cash or
accrual basis, is helpful to investors as a supplemental comparative performance
measure of income generated by our properties alone without our administrative
overhead. Other REITs may not define Property NOI in the same manner as we do;
therefore, our computation of Property NOI may not be comparable to that of
other REITs.

We calculate Same Store Net Operating Income ("Same Store NOI") as Property NOI
attributable to the properties (excluding undeveloped land parcels) that were
(i) owned by us during the entire span of the current and prior year reporting
periods; (ii) that were not being developed or redeveloped during those periods;
and (iii) for which no operating expenses were capitalized during those periods.
Same Store NOI, on either a cash or accrual basis, is a non-GAAP financial
measure and should not be viewed as an alternative to net income calculated in
accordance with GAAP as a measurement of our operating performance. We believe
that Same Store NOI is helpful to investors as a supplemental comparative
performance measure of the income
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generated from the same group of properties from one period to the next. Other
REITs may not define Same Store NOI in the same manner as we do; therefore, our
computation of Same Store NOI may not be comparable to that of other REITs.

The following table sets forth a reconciliation of net income calculated in
accordance with GAAP to EBITDAre, Core EBITDA, Property NOI, and Same Store NOI,
on both a cash and accrual basis, for the three months ended March 31, 2022 and
2021 (in thousands):
                                                         Cash Basis                           Accrual Basis
                                                     Three Months Ended                    Three Months Ended
                                                March 31,          March 31,          March 31,          March 31,
                                                   2022               2021               2022               2021

Net income applicable to Piedmont (GAAP) $59,964 $9,344

$59,964 $9,344


Net loss applicable to noncontrolling interest         -                 (1)                 -                 (1)
Interest expense                                  13,898             12,580             13,898             12,580
Depreciation                                      31,505             28,094             31,505             28,094
Amortization                                      22,240             22,900             22,240             22,900
Depreciation and amortization attributable to
noncontrolling interests                              22                 21                 22                 21

Gain on sale of real estate assets               (50,673)                 -            (50,673)                 -

EBITDAre(1) and Core EBITDA(2)                 $  76,956          $  72,938          $  76,956          $  72,938
General & administrative expenses                  7,595              7,251              7,595              7,251
Management fee revenue (3)                          (362)              (390)              (362)              (390)
Other income                                      (1,808)            (2,141)            (1,808)            (2,141)
Non-cash general reserve for uncollectible
accounts                                               -                412
Straight-line effects of lease revenue            (2,577)            

(4,103)

Straight line effects of lease revenue
attributable to noncontrolling interests              (1)                 1
Amortization of lease-related intangibles         (3,162)            (2,792)

Property NOI                                   $  76,641          $  71,176          $  82,381          $  77,658

Net operating (income)/loss from:
Acquisitions (4)                                  (2,697)                 -             (3,837)                 -
Dispositions (5)                                    (475)            (1,220)              (547)            (1,502)
Other investments (6)                                189                154                247                211

Same Store NOI                                 $  73,658          $  70,110          $  78,244          $  76,367

Change period over period in Same Store NOI          5.1  %                N/A             2.5  %                N/A



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(1)We calculate EBITDAre in accordance with the current NAREIT definition.
NAREIT currently defines EBITDAre as net income (computed in accordance with
GAAP) adjusted for gains or losses from sales of property, impairment losses,
depreciation on real estate assets, amortization on real estate assets, interest
expense and taxes, along with the same adjustments for joint ventures. Some of
the adjustments mentioned can vary among owners of identical assets in similar
conditions based on historical cost accounting and useful-life estimates.
EBITDAre is a non-GAAP financial measure and should not be viewed as an
alternative to net income calculated in accordance with GAAP as a measurement of
our operating performance. We believe that EBITDAre is helpful to investors as a
supplemental performance measure because it provides a metric for understanding
our results from ongoing operations without taking into account the effects of
non-cash expenses (such as depreciation and amortization) and capitalization and
capital structure expenses (such as interest expense and taxes). We also believe
that EBITDAre can help facilitate comparisons of operating performance between
periods and with other REITs. However, other REITs may not define EBITDAre in
accordance with the NAREIT definition, or may interpret the current NAREIT
definition differently than us; therefore, our computation of EBITDAre may not
be comparable to that of such other REITs.

(2)We calculate Core EBITDA as net income (computed in accordance with GAAP)
before interest, taxes, depreciation and amortization and incrementally removing
any impairment losses, gains or losses from sales of property and other
significant infrequent items that create volatility within our earnings and make
it difficult to determine the earnings generated by our core ongoing business.
Core EBITDA is a non-GAAP financial measure and should not be viewed as an
alternative to net income calculated in accordance with GAAP as a measurement of
our operating performance. We believe that Core EBITDA is helpful to investors
as a supplemental performance measure because it provides a metric for
understanding the performance of our results from ongoing operations without
taking into account the effects of non-cash expenses (such as depreciation and
amortization), as well as items that are not part of normal day-to-day
operations of our business. Other REITs may not define Core EBITDA in the same
manner as us; therefore, our computation of Core EBITDA may not be comparable to
that of other REITs.

(3) Presented net of related operating expenses incurred to earn such management fee income.


(4)Acquisitions consist of 999 Peachtree Street in Atlanta, Georgia, purchased
on October 22, 2021, and additional developable land adjacent to our Atlanta
Galleria project on November 19, 2021.

(5)Dispositions consist of Two Pierce Place in Itasca, Illinois, sold on January
25, 2022, and 225 and 235 Presidential Way in Woburn, Massachusetts, sold on
January 28, 2022.

(6)Other investments include active out-of-service redevelopment and development
projects, land, and recently completed redevelopment and development projects.
The operating results from 222 South Orange Avenue in Orlando, Florida, are
included in this line item.


Overview

Our portfolio is a group of properties located within identified growth
submarkets in large metropolitan cities concentrated primarily in the Sunbelt.
We typically lease space to large, creditworthy corporate or governmental
tenants on a long-term basis. As of March 31, 2022, our average lease was
approximately 15,000 square feet with approximately six years of lease term
remaining. Consequently, leased percentage, as well as rent roll ups and roll
downs, which we experience as a result of re-leasing, can fluctuate widely
between buildings and between tenants, depending on when a particular lease is
scheduled to commence or expire.

Percentage rented


Our portfolio was 87.0% leased as of March 31, 2022, as compared to 85.5% leased
as of December 31, 2021 and scheduled lease expirations for the portfolio as a
whole for the remainder of 2022 represent approximately 4.6% of our ALR. As the
economy has continued to recover from the impacts of the COVID-19 pandemic,
leasing activity across our portfolio has improved. To the extent new leases for
currently vacant space outweigh or fall short of scheduled expirations, such
leases would increase or decrease our overall leased percentage, respectively.

Impact of downtime, discount periods and rental rate changes


Commencement of new leases typically occurs 6-18 months after the lease
execution date, after refurbishment of the space is completed. The downtime
between a lease expiration and the new lease's commencement can negatively
impact Property NOI and Same Store NOI comparisons (both accrual and cash
basis). In addition, office leases, both new and renewal, often contain upfront
rental and/or operating expense abatement periods which delay the cash flow
benefits of the lease even after the new lease or renewal has commenced and
negatively impact Property NOI and Same Store NOI on a cash basis until such
abatements expire. As of March 31, 2022, we had approximately 1,000,000 square
feet of executed leases for vacant space yet to commence or under rental
abatement.

If we are unable to replace expiring leases with new or renewal leases at rental
rates equal to or greater than the expiring rates, rental rate roll downs could
occur and negatively impact Property NOI and Same Store NOI comparisons. As
mentioned above,
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our geographically diverse portfolio and the magnitude of some of our tenant's
leased space can result in rent roll ups and roll downs that can fluctuate
widely on a building-by-building and a quarter-to-quarter basis. During the
three months ended March 31, 2022, we experienced a 12.9% and 4.8% roll up in
accrual and cash rents, respectively, on executed leases related to space vacant
one year or less.

Same Store NOI increased by 5.1% and 2.5% on a cash and accrual basis,
respectively, for the three months ended March 31, 2022. The primary drivers of
the increases in both metrics were increased rental rates and the expiration of
abatements at certain of our properties. Property NOI and Same Store NOI
comparisons for any given period fluctuate as a result of the mix of net leasing
activity in individual properties during the respective period.

Election as REIT


We have elected to be taxed as a REIT under the Code and have operated as such
beginning with our taxable year ended December 31, 1998. To qualify as a REIT,
we must meet certain organizational and operational requirements, including a
requirement to distribute at least 90% of our adjusted REIT taxable income,
computed without regard to the dividends-paid deduction and by excluding net
capital gains attributable to our stockholders, as defined by the Code. As a
REIT, we generally will not be subject to federal income tax on income that we
distribute to our stockholders. If we fail to qualify as a REIT in any taxable
year, we may be subject to federal income taxes on our taxable income for that
year and for the four years following the year during which qualification is
lost and/or penalties, unless the IRS grants us relief under certain statutory
provisions. Such an event could materially adversely affect our net income and
net cash available for distribution to our stockholders. However, we believe
that we are organized and operate in such a manner as to qualify for treatment
as a REIT and intend to continue to operate in the foreseeable future in such a
manner that we will remain qualified as a REIT for federal income tax purposes.
We have elected to treat one of our wholly-owned subsidiaries as a taxable REIT
subsidiary. This subsidiary performs non-customary services for tenants of
buildings that we own and real estate and non-real estate related-services;
however, any earnings related to such services performed by our taxable REIT
subsidiary are subject to federal and state income taxes. In addition, for us to
continue to qualify as a REIT, our investments in taxable REIT subsidiaries
cannot exceed 20% of the value of our total assets.

Inflation


We are exposed to inflation risk, as income from long-term leases is the primary
source of our cash flows from operations. There are provisions in the majority
of our tenant leases that are intended to protect us from, and mitigate the risk
of, the impact of inflation. These provisions include rent steps, reimbursement
billings for operating expense pass-through charges, real estate tax, and
insurance reimbursements on a per square-foot basis, or in some cases, annual
reimbursement of operating expenses above certain per square-foot allowances.
However, due to the long-term nature of the leases, the leases may not readjust
their reimbursement rates frequently enough to fully cover inflation.

Application of critical accounting estimates


Our accounting policies have been established to conform with GAAP. The
preparation of financial statements in conformity with GAAP requires management
to use judgement in the application of accounting policies, including making
estimates and assumptions. These judgements affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenue and
expenses during the reporting periods. If our judgement or interpretation of the
facts and circumstances relating to various transactions had been different, it
is possible that different accounting policies would have been applied, thus,
resulting in a different presentation of the financial statements. Additionally,
other companies may utilize different estimates that may impact comparability of
our results of operations to those of companies in similar businesses. Refer to
our Annual Report on Form 10-K for the year ended December 31, 2021 for a
discussion of our critical accounting policies. There have been no material
changes to these policies during the three months ended March 31, 2022.

Commitments and contingencies


We are subject to certain commitments and contingencies with regard to certain
transactions. Refer to   Note 6   to our consolidated financial statements for
further explanation. Examples of such commitments and contingencies include:

• Commitments under existing leases; and

• Contingencies related to tenant audits/disputes.

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