|What is a REIT?|
A real estate investment trust, or REIT, is a company that owns, and in most cases, operates income-producing real estate. Some REITs also engage in financing real estate. The shares of many REITs are traded on major stock exchanges. Click here to view a video presentation by our President and Chief Executive Officer, Donald A. Miller, CFA, discussing an overview of REITs.
To qualify as a REIT, a company must have most of its assets and income tied to real estate investment and must distribute at least 90 percent of its taxable income to shareholders annually in the form of dividends. A company that qualifies as a REIT is permitted to deduct dividends paid to its shareholders from its corporate taxable income. As a result, most REITs historically remit at least 100 percent of their taxable income to their shareholders and therefore owe no corporate tax. Taxes are paid by shareholders on the dividends received and any capital gains. Most states honor this federal treatment and also do not require REITs to pay state income tax. Like other businesses, but unlike partnerships, a REIT cannot pass any tax losses through to its investors.
|When does Piedmont's fiscal year end?|
| ||Our fiscal year end is December 31st.|
|What is a registered investor?|
| ||A registered investor is one who holds their shares directly in their name, rather than through a broker.|
|What exchange is Piedmont listed on?|
| ||Piedmont's common stock is listed on the New York Stock Exchange (“NYSE”) under the trading or “ticker” symbol of “PDM.” |
|What is the current value of my Piedmont shares?|
Please refer to "Stock Information" for real-time quotes as to the value of your Common Shares.
|How do I transfer my stock or change my address with the transfer agent?|
| ||Registered investors (i.e. those who do not hold their shares through a broker) who wish to change the address on their account, name on their account, the ownership of their shares or who have other questions may contact our transfer agent, Computershare, Inc. at 866-354-3485 or email@example.com or see Transfer Agent Information for more information.|
|What is "Funds from Operations" (FFO)?|
FFO is a supplemental measure of a REIT's operating performance. It is different from earnings in that certain non-cash measures, such as depreciation and amortization are added back. The National Association of Real Estate Investment Trusts defines FFO as net income excluding gains (or losses) from sales of real estate assets plus the depreciation or amortization of real estate assets. Many securities analysts judge a REIT's performance according to its FFO per share results.
|How can I find out more about investing in a Real Estate Investment Trust?|
Click here to go to the National Association of Real Estate Investment Trust's website to learn more about REITs. Always consult your financial advisor before making any investment decisions.
|How can I receive my stockholder communications electronically?|
Registered investors who wish to receive their stockholder communications electronically can contact our transfer agent, Computershare, Inc. at 866-354-3485 or firstname.lastname@example.org.
|What happened to the "Class A" and "Class B" designations on my common shares?|
On January 22, 2010, Piedmont effected a recapitalization whereby its Common Stock was reclassified into shares of Class A, Class B-1, Class B-2 and Class B-3 Common Stock. The conversion of each share had the effect of a reverse one-for-three stock split.
Following the recapitalization described above, the outstanding shares of Class B-1, B-2 and B-3 Common Stock converted automatically into shares of Class A Common Stock pursuant to the terms of Piedmont's charter, as amended. This conversion was completed on January 30, 2011, at which point there were no Class B-1, B-2 or B-3 shares remaining outstanding.
On June 30, 2011, Piedmont reclassified its authorized Class B-1, B-2 and B-3 Common Stock to Class A Common Stock and changed the name of the "Class A Common Stock" to "Common Stock". No changes were made to the terms of the Class A Common Stock other than the name change to "Common Stock."
Currently, the only authorized class of common stock of Piedmont is the class registered under CUSIP 720190 206. The current name of this class is "Common Stock."
|I still have questions. Who should I contact?|
| ||If your question pertains to ownership or other administrative issues (name, address, number of shares, account history, tax information, dividend reinvestment, etc) and you are a registered stockholder, please contact our transfer agent, Computershare, Inc., at 866-354-3485 or email@example.com.|
If your question pertains to ownership issues (name, address, number of shares, account history, tax information, dividend reinvestment, etc) and you hold your shares in street name (i.e., through a broker), please contact your broker directly as Computershare, Inc. will not be able to help you.
If you have other questions, you may contact Piedmont directly at firstname.lastname@example.org.
|What is Piedmont's current and historical dividend distribution?|
| ||click here for information regarding Piedmont's dividend history.|
|When is the record date for quarterly distributions?|
| ||There is no set dividend record date or payment date; however, the dividend record date is typically around the first day of the last month in each calendar quarter. We will always announce a dividend declaration by the board at least 10 days before the record date, and endeavor to have dividends paid by the end of each quarter.|
|How do shareholders treat distributions for tax purposes?|
| ||Please refer to the "Tax Information" section of these FAQs.|
Dividend Reinvestment Plan
| || |
|What is the purpose of the DRP?|
| ||The purpose of the dividend reinvestment plan, or “DRP,” is to offer Piedmont’s stockholders the opportunity to automatically reinvest their cash dividends in additional shares of our common stock. We will use the proceeds we receive for general corporate purposes if the DRP shares are not purchased on the open market.|
|Who is eligible to participate in the plan?|
| ||All holders of record of shares of our common stock are eligible to participate in the DRP. In order to be able to participate, beneficial owners of shares of common stock whose shares are registered in names other than their own (for example, shares registered in the name of a broker, administrator, nominee or trustee) must either arrange for the holder of record to join the DRP or have the shares they wish to enroll in the DRP transferred to their own names.|
|How do I enroll in the DRP?|
| ||Eligible stockholders may participate in the DRP by completing and executing an enrollment form or any other appropriate authorization form as may be provided from time to time by Piedmont. We refer to participants in the DRP in this prospectus as “Participants.” Participation in the DRP will begin with the next dividend payable after receipt of an enrollment form or authorization provided that the enrollment is accepted not less than ten business days before the payment date for the dividend. If a Participant’s enrollment is accepted less than ten business days before a dividend payment date, dividend reinvestment on behalf of such Participant will commence with the next succeeding dividend. Participants will acquire shares under the DRP from the Company as of the date dividends are paid by Piedmont. Dividends of Piedmont are declared in the discretion of Piedmont’s Board of Directors. Participants may purchase fractional shares so that 100% of the dividends may be used to acquire shares. However, a Participant may not acquire shares to the extent that any such purchase would cause such Participant to own more than 9.8% by value or number of shares, whichever is more restrictive, of our issued and outstanding common stock, unless this limitation is waived by our board of directors.|
|Who administers the DRP for participants?|
| ||Computershare, Inc. has been designated by us as our agent to administer the DRP for participants, maintain records, send regular statements of account to participants and perform other duties relating to the DRP. Shares of common stock purchased under the DRP will be held by the administrator as agent for participants and registered in the name of the administrator or its nominee. The administrator also serves as transfer agent for Piedmont’s common stock. Should the administrator resign, or be asked to resign, another agent will be asked to serve.|
All communications regarding the DRP should be sent to the administrator addressed as follows:
Shareholder correspondence should be mailed to:
P.O. BOX 30170
College Station, TX 77842-3170
Telephone: (866) 354-3485
Overnight correspondence should be sent to:
211 Quality Circle, Suite 210
College Station, TX 77845
|What is the purchase price of shares in the DRP?|
| ||Our common stock is traded on the NYSE under the symbol “PDM”. If the shares are purchased directly from Piedmont, the purchase price for shares will be equal to 98% of the average of the high and low sales price of our common stock as reported on the NYSE Composite Tape on the dividend payment date, except that if no trading is reported for such trading day, the purchase price shall be determined by Piedmont on the basis of such market quotations as it deems appropriate. If the shares are purchased in the open market, the purchase price for shares will be equal to 98% of the weighted average price of shares purchased to satisfy DRP requirements.|
|When will I receive reports about my investments under the DRP?|
| ||Within 90 days after the end of each fiscal year, we will send you an individualized report summarizing your investment including the purchase date(s), amount invested and the number of shares you own, as well as the dates and amounts of dividends paid to you or invested in additional shares on your behalf during the prior fiscal year. In addition, we will provide you with an individualized quarterly report at the time of each dividend payment showing the number of shares owned prior to the current dividend, the amount of the current dividend and the number of shares owned after the current dividend.
|Will I receive certificates for shares purchased under the DRP?|
| ||The ownership of the shares purchased under the DRP will be in book-entry form only unless and until Piedmont begins to issue certificates for its outstanding common stock.|
|How do I terminate participation in the DRP?|
| ||Participants may opt out of the DRP at any time without penalty by providing written notice to the administrator at the address provided above. Withdrawal notices received less than ten business days prior to a dividend payment date will not be effective until dividends have been invested and the shares purchased credited to the Participant’s account. Any transfer of shares by a Participant to a non-Participant will terminate participation in the DRP with respect to the transferred shares. Upon termination of the DRP participation, future dividends will be distributed to the stockholder in cash.
|How can the DRP be amended, suspended or terminated?|
| ||Our board of directors may, by a majority vote, amend, suspend or terminate the DRP for any reason.|
|What happens if we issue a stock dividend or declare a stock split?|
| ||Any stock dividends or stock splits distributed by us on the shares purchased for and credited to a Participant under the DRP will be added to the Participant’s account. In the event rights to purchase additional shares of common stock or other securities are made available to stockholders, such rights will be made available to Participants based on the number of shares (including fractional share interests to the extent practicable) held by such Participants on the record date established for determining stockholders who are entitled to such rights.|
|What are the federal income tax consequences of participation in the DRP?|
The purchase of shares of common stock under the DRP will generally result in the following federal income tax consequences:
- A distribution on shares of common stock will be treated for federal income tax purposes as a distribution received by the Participant notwithstanding that it is used to purchase additional common stock pursuant to the DRP. The fair market value of shares of common stock acquired with cash distributions reinvested under the DRP will represent dividend income to a Participant to the extent of our current or accumulated earnings and profits, with any excess over our earnings and profits being treated first as a tax-free return of capital to the extent of the tax basis of the Participant’s shares of common stock, and then as a gain from the sale or exchange of the Participant’s stock. In addition, the amount of any brokerage fees, commissions, and service charges incurred by us on behalf of a Participant whose distributions are reinvested to purchase shares on the open market will constitute a dividend to such Participant for federal income tax purposes to the extent described above.
- The IRS has issued published revenue rulings holding that the discount on common stock purchased under a dividend reinvestment plan is taxable as a distribution to the Participant. Accordingly, based on such authorities, Piedmont intends to treat the 2% discount on the common stock purchased under the DRP as a distribution subject to federal income tax in the same manner as any other distribution to the Participant, and to issue Forms 1099 in accordance with such position. In at least one private letter ruling issued to a particular taxpayer, the IRS appears to have taken the position that an unspecified discount was not taxable to the participants in the DRP. However, such private letter rulings (in contrast to published revenue rulings) are binding only as to the taxpayer to whom they are issued. Accordingly, in the absence of any contrary binding authority, Piedmont intends to follow the IRS position expressed in its published rulings.
- Dividends paid to corporate stockholders, including amounts taxable as dividends to corporate participants under the first bullet above, will not be eligible for the corporate dividends-received deduction under the Internal Revenue Code.
- A Participant’s tax basis in additional shares of common stock acquired under the DRP with reinvested distributions will be equal to the amount deemed reinvested, including the amount of any brokerage fees, commissions and service charges, if any, paid on behalf of such Participant and treated as a distribution to such Participant, divided by the number of shares of common stock issued to the Participant under the DRP at such time. The Participant’s holding period for such shares of common stock will commence on the day after the investment date.
- A Participant will recognize gain or loss when a fractional share interest is liquidated or when the Participant sells or exchanges shares received from the DRP. Such gain or loss will equal the difference between the amount which the Participant receives for such fractional share interest or such shares and the tax basis thereof.
In the case of Participants whose distributions are subject to withholding of federal income tax, distributions will be reinvested less the amount of tax required to be withheld.
The above is intended only as a general discussion of the current federal income tax consequences of participation in the DRP. Participants should consult their own tax advisers regarding the federal and state income tax consequences (including the effects of any changes in the law) of their individual participation in the DRP.
|Where can I find additional information about the DRP?|
Click here for a copy of the complete prospectus related to the DRP.
In addition, you may contact our transfer agent, Computershare at 866-354-3485 or email@example.com. Your financial representative will be able to answer many of the questions you may have about investing in the DRP. If you hold your investment directly with a broker, please contact your broker directly.
| What is a Form 1099-DIV?|
| ||IRS Form 1099-DIV is sent to investors annually and provides the tax character of any distributions (dividends and any other special distributions) paid to you during the tax year.|
|When should I receive my Form 1099-DIV?|
| ||Form 1099’s are mailed to investors by January 31st of the following calendar year. For the percentage of the previous year distributions allocated to ordinary income and to return of capital, click here.|
|My Form 1099-DIV shows my ordinary distributions, capital gain distributions and non-dividend distributions. What is the difference?|
| ||Non-dividend distributions are considered a return of capital, or the portion of your distribution that exceeds Piedmont’s calculated current and accumulated earnings and profits (note this is a tax calculation, which is different from our profits calculated in accordance with generally accepted accounting principles as presented in your Annual Report each year). The portion of distributions paid that do not exceed the calculated current and accumulated earnings and profits is reflected as either an ordinary distribution or a capital gain distribution depending on Piedmont’s disposition activity related to real estate properties during the year. The non-dividend distribution, or return of capital portion, is deferred until you sell your shares; it reduces your cost basis or original purchase value of your shares. In the event the return of capital exceeds your original cost basis, then the excess is taxed at the capital gains rate for the year in which it is received. Therefore, you should generally adjust the cost basis of your investment each year based on the amount shown in Box 3 “non-dividend distributions” on your Form 1099.
When you sell your shares, the difference between your adjusted cost basis and final net sale price will be taxable as a capital gain or loss on your tax return. Keeping track of your adjusted cost basis each year will be helpful when you finally sell your investment. We have provided two worksheets to assist you with your record-keeping and calculation of an estimated tax basis. Click here
for a schedule that can be printed and used for hand-written input and manual calculations of your estimated cost basis or click here
for a file that can be downloaded and used to key in your historical data for automatic calculation of your estimated cost basis.
Please consult your tax advisor for the calculation of your actual cost basis.
|My Form 1099 shows an amount labeled as “Unrecaptured Section 1250 Gain”. What is this?|
| ||Unrecaptured Section 1250 distributions reported on your Form 1099 arise from Piedmont’s sale of certain properties. Unrecaptured Section 1250 gain is the amount of depreciation claimed on the real property or partnership sold which is not reported as ordinary income. Unrecaptured Section 1250 gains are taxed at the capital gains tax rate. Please consult your tax advisor for the impact on your personal taxes. |
|Where can I find prior year data regarding the dividends paid by Piedmont and the percentages allocated to ordinary income and to return of capital for those dividends? |
| ||Click here
to review a file that contains all distributions, on a per share basis, made since the inception of the REIT in 1998 (adjusted to reflect the effective 1:3 reverse stock split approved by the stockholders in January 2010) and the percentage of distributions allocated to ordinary income and to return of capital. |
|What is a Form 8937 and where can I obtain a copy of the most recent one?|
| ||Any corporation that underwent a stock split or a merger, paid a stock dividend, paid a "return of capital" distribution (i.e., a distribution exceeding current and accumulated earnings and profits), or otherwise undertook an "organizational action" is required to either (i) file Form 8937 with the IRS and send copies to its shareholders or (ii) make the required information publicly available on its website. Please click here for a copy of Piedmont’s most recent Form 8937. Note that Piedmont did not pay a return of capital distribution for 2015 so no Form 8937 is required.|
|Who should I contact if I still have questions about my Form 1099?|
| ||If you have questions regarding the information presented on your Form 1099, please contact our transfer agent, Computershare, Inc. at 866-354-3485 or firstname.lastname@example.org. Please be aware, we cannot provide tax advice to you. If you have questions about how any of the information on your Form 1099 or any of the information contained on this web site impacts your personal taxes, please consult with your personal tax advisor.|