Guarantors

CyrusOne Inc.

CyrusOne LP and CyrusOne Finance Corp., as “LP Co-issuer” and “Finance Co-issuer,” respectively (together, the “Issuers”), had $525 million aggregate principal amount of Senior Notes outstanding at March 31, 2014. The Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior basis by CyrusOne Inc. (“Parent Guarantor”), CyrusOne GP (“General Partner”), and CyrusOne LP’s 100% owned subsidiaries, CyrusOne LLC, CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC (such subsidiaries, together the “Guarantors”). None of the subsidiaries organized outside of the United States (collectively, the “Non-Guarantors”) guarantee the Senior Notes. Subject to the provisions of the indenture governing the Senior Notes, in certain circumstances, a Guarantor may be released from its guarantee obligation, including:


•	upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture,


•	upon the sale or disposition of all or substantially all of the assets of the Guarantor,


•	upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture,


•	if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and


•	upon the defeasance or discharge of the Senior Notes in accordance with the terms of the indenture.

The following provides information regarding the entity structure of each guarantor of the Senior Notes:

CyrusOne Inc. – CyrusOne Inc. was formed on July 31, 2012. As of January 23, 2013, CyrusOne Inc. was a wholly-owned subsidiary of CBI. Effective January 24, 2013, CyrusOne Inc. completed its IPO of common stock for net proceeds of $337.1 million, and together with the General Partner, purchased a 33.9% ownership interest in CyrusOne LP. CyrusOne Inc. also represents a guarantor or Parent Guarantor and became a separate registrant with the SEC upon completion of its IPO.

CyrusOne GP – CyrusOne GP was formed on July 31, 2012, and was a 100% owned subsidiary of CyrusOne Inc. as of January 23, 2013. Effective upon completion of CyrusOne Inc.’s IPO, this entity became the general partner and 1% owner of CyrusOne LP and has no other assets or operations. Prior to the IPO, this entity did not incur any obligations or record any transactions.

Issuers – The Issuers include CyrusOne LP and CyrusOne Finance Corp. CyrusOne Finance Corp., a 100% owned subsidiary of CyrusOne LP, was formed for the sole purpose of acting as co-issuer of the Senior Notes and has no other assets or operations. CyrusOne LP, in addition to being the co-issuer of the Senior Notes, is also the 100% owner, either directly or indirectly, of the Guarantors and Non-Guarantors.

Guarantors – The guarantors include CyrusOne LLC, CyrusOne TRS Inc., and CyrusOne Foreign Holdings LLC. CyrusOne LLC accounts for all of the domestic operations of CyrusOne LP, including the businesses that composed the Predecessor operations. CyrusOne LLC, together with CyrusOne Foreign Holdings LLC, directly or indirectly owns 100% of the Non-Guarantors. CyrusOne TRS Inc. had not incurred any obligations or recorded any material transactions for the three months ended March 31, 2014 and period ended March 31, 2013.

As of March 31, 2014, the Non-Guarantors consist of 100% owned subsidiaries which conduct operations in the United Kingdom and Singapore.

The following schedules present the balance sheets as of March 31, 2014 and December 31, 2013 for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantor. The following schedules also present the statements of operations and statements of cash flows for the three months ended March 31, 2014, and periods ended March 31, 2013 and January 23, 2013, for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors.

Condensed Consolidating Balance Sheets



(dollars in millions)	As of March 31, 2014
	Parent Guarantor		General Partner		LP Co-issuer		Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Land	$	—	$	—	$	—	$	—	$	89.6		$	—		$	—		$	89.6
Buildings and improvements	—		—		—		—		742.5			44.5			—			787.0
Equipment	—		—		—		—		205.6			0.8			—			206.4
Construction in progress	—		—		—		—		99.4			—			—			99.4
Subtotal	—		—		—		—		1,137.1			45.3			—			1,182.4
Accumulated depreciation	—		—		—		—		(252.1		)	(5.5		)	—			(257.6		)
Net investment in real estate	—		—		—		—		885.0			39.8			—			924.8
Cash and cash equivalents	—		—		—		—		124.2			1.0			—			125.2
Investment in subsidiaries	766.8		7.7		796.8		—		1.0			—			(1,572.3		)	—
Rent and other receivables	—		—		—		—		41.1			1.3			—			42.4
Intercompany receivable	—		—		508.1		—		0.1			—			(508.2		)	—
Goodwill	—		—		—		—		276.2			—			—			276.2
Intangible assets, net	—		—		—		—		81.7			—			—			81.7
Due from affiliates	—		—		—		—		0.9			—			—			0.9
Other assets	—		—		13.2		—		60.3			3.4			—			76.9
Total assets	$	766.8	$	7.7	$	1,318.1	$	—	$	1,470.5		$	45.5		$	(2,080.5	)	$	1,528.1
Accounts payable and accrued expenses	$	—	$	—	$	17.4	$	—	$	70.9		$	0.5		$	—		$	88.8
Deferred revenue	—		—		—		—		64.0			0.8			—			64.8
Intercompany payable	—		—		—		—		508.1			0.1			(508.2		)	—
Due to affiliates	—		—		8.9		—		1.9			—			—			10.8
Capital lease obligations	—		—		—		—		7.4			8.1			—			15.5
Long-term debt	—		—		525.0		—		—			—			—			525.0
Other financing arrangements	—		—		—		—		21.4			35.0			—			56.4
Total liabilities	—		—		551.3		—		673.7			44.5			(508.2		)	761.3
Total equity	766.8		7.7		766.8		—		796.8			1.0			(1,572.3		)	766.8
Total liabilities and equity	$	766.8	$	7.7	$	1,318.1	$	—	$	1,470.5		$	45.5		$	(2,080.5	)	$	1,528.1



(dollars in millions)	As of December 31, 2013
	Parent Guarantor		General Partner		LP Co-issuer		Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Land	$	—	$	—	$	—	$	—	$	89.3		$	—		$	—		$	89.3
Buildings and improvements	—		—		—		—		739.6			44.1			—			783.7
Equipment	—		—		—		—		189.4			0.8			—			190.2
Construction in progress	—		—		—		—		57.3			—			—			57.3
Subtotal	—		—		—		—		1,075.6			44.9			—			1,120.5
Accumulated depreciation	—		—		—		—		(232.0		)	(4.7		)	—			(236.7		)
Net investment in real estate	—		—		—		—		843.6			40.2			—			883.8
Cash and cash equivalents	—		—		—		—		146.8			2.0			—			148.8
Investment in subsidiaries	777.6		7.8		795.0		—		2.1			—			(1,582.5		)	—
Rent and other receivables	—		—		—		—		40.3			0.9			—			41.2
Intercompany receivable	—		—		508.1		—		0.2			—			(508.3		)	—
Goodwill	—		—		—		—		276.2			—			—			276.2
Intangible assets, net	—		—		—		—		85.9			—			—			85.9
Due from affiliates	—		—		—		—		0.6			—			—			0.6
Other assets	—		—		14.1		—		53.0			3.2			—			70.3
Total assets	$	777.6	$	7.8	$	1,317.2	$	—	$	1,448.7		$	46.3		$	(2,090.8	)	$	1,506.8
Accounts payable and accrued expenses	$	—	$	—	$	7.8	$	—	$	58.6		$	0.4		$	—		$	66.8
Deferred revenue	—		—		—		—		55.1			0.8			—			55.9
Intercompany payable	—		—		—		—		508.1			0.2			(508.3		)	—
Due to affiliates	—		—		6.8		—		1.7			—			—			8.5
Capital lease obligations	—		—		—		—		8.6			8.1			—			16.7
Long-term debt	—		—		525.0		—		—			—			—			525.0
Other financing arrangements	—		—		—		—		21.6			34.7			—			56.3
Total liabilities	—		—		539.6		—		653.7			44.2			(508.3		)	729.2
Total parent’s net investment	777.6		7.8		777.6		—		795.0			2.1			(1,582.5		)	777.6
Total liabilities and parent’s net investment	$	777.6	$	7.8	$	1,317.2	$	—	$	1,448.7		$	46.3		$	(2,090.8	)	$	1,506.8

Condensed Consolidating Statements of Operations



(dollars in millions)	Three Months Ended March 31, 2014
		Parent Guarantor		General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Revenue		$	—	$	—	$	—		$	—	$	76.2		$	1.3		$	—		$	77.5
Costs and expenses:
Property operating expenses		—		—		—			—		27.1			0.6			—			27.7
Sales and marketing		—		—		—			—		3.0			—			—			3.0
General and administrative		—		—		—			—		7.2			0.1			—			7.3
Depreciation and amortization		—		—		—			—		26.8			0.8			—			27.6
Transaction costs		—		—		—			—		0.1			—			—			0.1
Total costs and expenses		—		—		—			—		64.2			1.5			—			65.7
Operating income (loss)		—		—		—			—		12.0			(0.2		)	—			11.8
Interest expense		—		—		9.6			—		0.2			0.9			—			10.7
Income (loss) before income taxes		—		—		(9.6		)	—		11.8			(1.1		)	—			1.1
Income tax expense		—		—		—			—		(0.4		)	—			—			(0.4		)
Equity earnings (loss) related to investment in subsidiaries		0.7		—		10.3			—		(1.1		)	—			(9.9		)	—
Net income (loss)		0.7		—		0.7			—		10.3			(1.1		)	(9.9		)	0.7
Noncontrolling interest in net income		0.5		—		—			—		—			—			—			0.5
Net income (loss) attributed to common shareholders		$	0.2	$	—	$	0.7		$	—	$	10.3		$	(1.1	)	$	(9.9	)	$	0.2



(dollars in millions)	Period Ended March 31, 2013
		Parent Guarantor			General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Revenue		$	—		$	—	$	—		$	—	$	44.5		$	0.5		$	—		$	45.0
Costs and expenses:
Property operating expenses		—			—		—			—		15.0			0.3			—			15.3
Sales and marketing		—			—		—			—		2.1			—			—			2.1
General and administrative		—			—		—			—		5.4			—			—			5.4
Depreciation and amortization		—			—		—			—		15.8			0.6			—			16.4
Total costs and expenses		—			—		—			—		38.3			0.9			—			39.2
Operating income (loss)		—			—		—			—		6.2			(0.4		)	—			5.8
Interest expense (income)		—			—		7.2			—		0.7			0.5			—			8.4
Income (loss) before income taxes		—			—		(7.2		)	—		5.5			(0.9		)	—			(2.6		)
Income tax expense		—			—		—			—		(0.2		)	—			—			(0.2		)
Equity earnings (loss) related to investment in subsidiaries		(2.8		)	—		4.4			—		(0.9		)	—			(0.7		)	—
Net income (loss)		(2.8		)	—		(2.8		)	—		4.4			(0.9		)	(0.7		)	(2.8		)
Noncontrolling interest in net loss		(1.9		)	—		—			—		—			—			—			(1.9		)
Net income (loss) attributed to common shareholders		$	(0.9	)	$	—	$	(2.8	)	$	—	$	4.4		$	(0.9	)	$	(0.7	)	$	(0.9	)



(dollars in millions)	Period Ended January 23, 2013
	Parent Guarantor		General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations		Total
Revenue	$	—	$	—	$	—		$	—	$	14.9		$	0.2		$	—	$	15.1
Costs and expenses:
Property operating expenses	—		—		—			—		4.8			—			—		4.8
Sales and marketing	—		—		—			—		0.7			—			—		0.7
General and administrative	—		—		—			—		1.4			0.1			—		1.5
Transaction-related compensation	—		—		—			—		20.0			—			—		20.0
Depreciation and amortization	—		—		—			—		5.2			0.1			—		5.3
Transaction costs	—		—		—			—		0.1			—			—		0.1
Total costs and expenses	—		—		—			—		32.2			0.2			—		32.4
Operating loss	—		—		—			—		(17.3		)	—			—		(17.3		)
Interest expense	—		—		2.3			—		0.1			0.1			—		2.5
Loss before income taxes	—		—		(2.3		)	—		(17.4		)	(0.1		)	—		(19.8		)
Income tax expense	—		—		—			—		(0.4		)	—			—		(0.4		)
Equity earnings (loss) related to investment in subsidiaries	—		—		(17.9		)	—		(0.1		)	—			18.0		—
Net loss	$	—	$	—	$	(20.2	)	$	—	$	(17.9	)	$	(0.1	)	$	18.0	$	(20.2	)

Condensed Consolidating Statements of Cash Flows



(dollars in millions)	Three Months Ended March 31, 2014
	Parent Guarantor			General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	0.7		$	—	0.7			$	—	$	10.3		$	(1.1	)	$	(9.9	)	$	0.7
Equity (income) loss related to investment in subsidiaries	(0.7		)	—		(10.3		)	—		1.1			—			9.9			—
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	—			—		—			—		26.8			0.8			—			27.6
Noncash interest expense	—			—		0.9			—		—			—			—			0.9
Stock-based compensation expense	—			—		—			—		2.2			—			—			2.2
Change in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—			—		—			—		(6.1		)	(0.6		)	—			(6.7		)
Accounts payable and accrued expenses	—			—		8.4			—		(4.1		)	0.1			—			4.4
Deferred revenues	—			—		—			—		8.9			—			—			8.9
Due to affiliates	—			—		—			—		(0.1		)	—			—			(0.1		)
Net cash provided by (used in) operating activities	—			—		(0.3		)	—		39.0			(0.8		)	—			37.9
Cash flows from investing activities:
Capital expenditures - other development	—			—		—			—		(49.6		)	(0.1		)	—			(49.7		)
Intercompany advances, net	—			—		—			—		0.1			(0.1		)	—			—
Return of investment	10.4			—		10.7			—		(0.3		)	—			(20.8		)	—
Net cash provided by (used in) investing activities	10.4			—		10.7			—		(49.8		)	(0.2		)	(20.8		)	(49.7		)
Cash flows from financing activities:
Dividends paid	(10.4		)	—		(10.4		)	—		(10.4		)	—			20.8			(10.4		)
Payments on capital leases and other financing arrangements	—			—		—			—		(1.4		)	—			—			(1.4		)
Net cash provided by (used in) financing activities	(10.4		)	—		(10.4		)	—		(11.8		)	—			20.8			(11.8		)
Net decrease in cash and cash equivalents	—			—		—			—		(22.6		)	(1.0		)	—			(23.6		)
Cash and cash equivalents at beginning of period	—			—		—			—		146.8			2.0			—			148.8
Cash and cash equivalents at end of period	$	—		$	—	$	—		$	—	$	124.2		$	1.0		$	—		$	125.2



(dollars in millions)	Period Ended March 31, 2013
	Parent Guarantor			General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net (loss) income	$	(2.8	)	$	—	$	(2.8	)	$	—	$	4.4		$	(0.9	)	$	(0.7	)	$	(2.8	)
Equity loss (income) related to investment in subsidiaries	2.8			—		(4.4		)	—		0.9			—			0.7			—
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	—			—		—			—		15.8			0.6			—			16.4
Noncash interest expense	—			—		0.4			—		(0.6		)	—			—			(0.2		)
Stock-based compensation expense	—			—		—			—		1.2			—			—			1.2
Change in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—			—		—			—		11.7			(0.5		)	—			11.2
Accounts payable and accrued expenses	—			—		5.6			—		(0.6		)	1.1			—			6.1
Deferred revenues	—			—		—			—		(4.3		)	—			—			(4.3		)
Due to affiliates	—			—		—			—		(4.7		)	—			—			(4.7		)
Net cash provided by operating activities	—			—		(1.2		)	—		23.8			0.3			—			22.9
Cash flows from investing activities:
Capital expenditures - acquisitions of real estate	—			—		—			—		(18.2		)	—			—			(18.2		)
Capital expenditures - other development	—			—		—			—		(26.6		)	(0.1		)	—			(26.7		)
Release of restricted cash	—			—		—			—		1.8			—			—			1.8
Investment in subsidiaries	(337.1		)	—		(337.1		)	—		—			—			674.2			—
Advances to affiliate	—			—		1.2			—		(1.2		)	—			—			—
Net cash used in investing activities	(337.1		)	—		(335.9		)	—		(44.2		)	(0.1		)	674.2			(43.1		)
Cash flows from financing activities:
Issuance of common stock/partnership units	360.5			—		337.1			—		—			—			(337.1		)	360.5
IPO costs	(23.4		)	—		—			—		—			—			—			(23.4		)
Payment on capital lease obligations	—			—		—			—		(0.3		)	(0.3		)	—			(0.6		)
Contribution from parent guarantor	—			—		—			—		337.1			—			(337.1		)	—
Net cash provided by financing activities	337.1			—		337.1			—		336.8			(0.3		)	(674.2		)	336.5
Net increase in cash and cash equivalents	—			—		—			—		316.4			(0.1		)	—			316.3
Cash and cash equivalents at beginning of period	—			—		0.1			—		11.2			1.0			—			12.3
Cash and cash equivalents at end of period	$	—		$	—	$	0.1		$	—	$	327.6		$	0.9		$	—		$	328.6



(dollars in millions)	Period Ended January 23, 2013
	Parent Guarantor		General Partner		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net (loss) income	$	—	$	—	$	(20.2	)	$	—	$	(17.9	)	$	(0.1	)	$	18.0		$	(20.2	)
Equity loss (income) related to investment in subsidiaries	—		—		17.9			—		0.1			—			(18.0		)	—
Adjustments to reconcile net (loss) income to net cash provided by operating activities	—		—		0.2			—		5.6			0.1			—			5.9
Changes in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—		—		—			—		(9.6		)	—			—			(9.6		)
Accounts payable and accrued expenses	—		—		2.1			—		18.4			—			—			20.5
Due to affiliates	—		—		—			—		1.5			—			—			1.5
Assets and liabilities	—		—		—			—		3.8			0.1			—			3.9
Net cash provided by operating activities	—		—		—			—		1.9			0.1			—			2.0
Cash flows from investing activities:
Capital expenditures - other development	—		—		—			—		(7.7		)	—			—			(7.7		)
Release of restricted cash	—		—		—			—		1.9			—			—			1.9
Intercompany advances, net	—		—		0.1			—		(0.1		)	—			—			—
Net cash provided by (used in) investing activities	—		—		0.1			—		(5.9		)	—			—			(5.8		)
Cash flows from financing activities:
Payments on capital lease obligations	—		—		—			—		(0.6		)	—			—			(0.6		)
Contributions from parent, net	—		—		—			—		0.2			—			—			0.2
Net cash used in financing activities	—		—		—			—		(0.4		)	—			—			(0.4		)
Net increase (decrease) in cash and cash equivalents	—		—		0.1			—		(4.4		)	0.1			—			(4.2		)
Cash and cash equivalents at beginning of period	—		—		—			—		15.6			0.9			—			16.5
Cash and cash equivalents at end of period	$	—	$	—	$	0.1		$	—	$	11.2		$	1.0		$	—		$	12.3

CyrusOne LP


•	upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture,


•	upon the sale or disposition of all or substantially all of the assets of the Guarantor,


•	upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture,


•	if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and


•	upon the defeasance or discharge of the Senior Notes in accordance with the terms of the indenture.

The following provides information regarding the entity structure of each guarantor of the Senior Notes:

CyrusOne Inc. – CyrusOne Inc. was formed on July 31, 2012. As of January 23, 2013, CyrusOne Inc. was a 100% owned subsidiary of CBI. Effective January 24, 2013, CyrusOne Inc. completed its IPO of common stock for net proceeds of $337.1 million, and together with the General Partner, purchased a 33.9% ownership interest in CyrusOne LP. CyrusOne Inc. also represents a guarantor or Parent Guarantor. In addition, CyrusOne Inc. became a separate registrant with the SEC upon completion of its IPO.

As of March 31, 2014, the Non-Guarantors consist of 100% owned subsidiaries which conduct operations in the United Kingdom and Singapore.

The following schedules present the balance sheets as of March 31, 2014 and December 31, 2013 for the LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantor. The following schedules also present the statements of operations and statements of cash flows for the three months ended March 31, 2014, and periods ended March 31, 2013 and January 23, 2013, for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors.

Condensed Consolidating Balance Sheets



(dollars in millions)	As of March 31, 2014
	LP Co-issuer		Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Land	$	—	$	—	$	89.6		$	—		$	—		$	89.6
Buildings and improvements	—		—		742.5			44.5			—			787.0
Equipment	—		—		205.6			0.8			—			206.4
Construction in progress	—		—		99.4			—			—			99.4
Subtotal	—		—		1,137.1			45.3			—			1,182.4
Accumulated depreciation	—		—		(252.1		)	(5.5		)	—			(257.6		)
Net investment in real estate	—		—		885.0			39.8			—			924.8
Cash and cash equivalents	—		—		124.2			1.0			—			125.2
Investment in subsidiaries	796.8		—		1.0			—			(797.8		)	—
Rent and other receivables	—		—		41.1			1.3			—			42.4
Intercompany receivable	508.1		—		0.1			—			(508.2		)	—
Goodwill	—		—		276.2			—			—			276.2
Intangible assets, net	—		—		81.7			—			—			81.7
Due from affiliates	—		—		0.9			—			—			0.9
Other assets	13.2		—		60.3			3.4			—			76.9
Total assets	$	1,318.1	$	—	$	1,470.5		$	45.5		$	(1,306.0	)	$	1,528.1
Accounts payable and accrued expenses	$	17.4	$	—	$	70.9		$	0.5		$	—		$	88.8
Deferred revenue	—		—		64.0			0.8			—			64.8
Intercompany payable	—		—		508.1			0.1			(508.2		)	—
Due to affiliates	8.9		—		1.9			—			—			10.8
Capital lease obligations	—		—		7.4			8.1			—			15.5
Long-term debt	525.0		—		—			—			—			525.0
Other financing arrangements	—		—		21.4			35.0			—			56.4
Total liabilities	551.3		—		673.7			44.5			(508.2		)	761.3
Total partnership capital	766.8		—		796.8			1.0			(797.8		)	766.8
Total liabilities and partnership capital	$	1,318.1	$	—	$	1,470.5		$	45.5		$	(1,306.0	)	$	1,528.1



(dollars in millions)	As of December 31, 2013
	LP Co-issuer		Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Land	$	—	$	—	$	89.3		$	—		$	—		$	89.3
Buildings and improvements	—		—		739.6			44.1			—			783.7
Equipment	—		—		189.4			0.8			—			190.2
Construction in progress	—		—		57.3			—			—			57.3
Subtotal	—		—		1,075.6			44.9			—			1,120.5
Accumulated depreciation	—		—		(232.0		)	(4.7		)	—			(236.7		)
Net investment in real estate	—		—		843.6			40.2			—			883.8
Cash and cash equivalents	—		—		146.8			2.0			—			148.8
Investment in subsidiaries	795.0		—		2.1			—			(797.1		)	—
Rent and other receivables	—		—		40.3			0.9			—			41.2
Intercompany receivable	508.1		—		0.2			—			(508.3		)	—
Goodwill	—		—		276.2			—			—			276.2
Intangible assets, net	—		—		85.9			—			—			85.9
Due from affiliates	—		—		0.6			—			—			0.6
Other assets	14.1		—		53.0			3.2			—			70.3
Total assets	$	1,317.2	$	—	$	1,448.7		$	46.3		$	(1,305.4	)	$	1,506.8
Accounts payable and accrued expenses	$	7.8	$	—	$	58.6		$	0.4		$	—		$	66.8
Deferred revenue	—		—		55.1			0.8			—			55.9
Intercompany payable	—		—		508.1			0.2			(508.3		)	—
Due to affiliates	6.8		—		1.7			—			—			8.5
Capital lease obligations	—		—		8.6			8.1			—			16.7
Long-term debt	525.0		—		—			—			—			525.0
Other financing arrangements	—		—		21.6			34.7			—			56.3
Total liabilities	539.6		—		653.7			44.2			(508.3		)	729.2
Total partnership capital	777.6		—		795.0			2.1			(797.1		)	777.6
Total liabilities and partnership capital	$	1,317.2	$	—	$	1,448.7		$	46.3		$	(1,305.4	)	$	1,506.8

Condensed Consolidating Statements of Operations



(dollars in millions)	Three Months Ended March 31, 2014
		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Revenue		$	—		$	—	$	76.2		$	1.3		$	—		$	77.5
Costs and expenses:
Property operating expenses		—			—		27.1			0.6			—			27.7
Sales and marketing		—			—		3.0			—			—			3.0
General and administrative		—			—		7.2			0.1			—			7.3
Depreciation and amortization		—			—		26.8			0.8			—			27.6
Transaction costs		—			—		0.1			—			—			0.1
Total costs and expenses		—			—		64.2			1.5			—			65.7
Operating income (loss)		—			—		12.0			(0.2		)	—			11.8
Interest expense		9.6			—		0.2			0.9			—			10.7
Income (loss) before income taxes		(9.6		)	—		11.8			(1.1		)	—			1.1
Income tax expense		—			—		(0.4		)	—			—			(0.4		)
Partnership earnings (loss) related to investment in subsidiaries		10.3			—		(1.1		)	—			(9.2		)	—
Net income (loss)		$	0.7		$	—	$	10.3		$	(1.1	)	$	(9.2	)	$	0.7



(dollars in millions)	Period Ended March 31, 2013
		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Revenue		$	—		$	—	$	44.5		$	0.5		$	—		$	45.0
Costs and expenses:
Property operating expenses		—			—		15.0			0.3			—			15.3
Sales and marketing		—			—		2.1			—			—			2.1
General and administrative		—			—		5.4			—			—			5.4
Depreciation and amortization		—			—		15.8			0.6			—			16.4
Total costs and expenses		—			—		38.3			0.9			—			39.2
Operating income (loss)		—			—		6.2			(0.4		)	—			5.8
Interest expense (income)		7.2			—		0.7			0.5			—			8.4
Income (loss) before income taxes		(7.2		)	—		5.5			(0.9		)	—			(2.6		)
Income tax expense		—			—		(0.2		)	—			—			(0.2		)
Partnership earnings (loss) related to investment in subsidiaries		4.4			—		(0.9		)	—			(3.5		)	—
Net income (loss)		$	(2.8	)	$	—	$	4.4		$	(0.9	)	$	(3.5	)	$	(2.8	)



(dollars in millions)	Period Ended January 23, 2013
		LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations		Total
Revenue		$	—		$	—	$	14.9		$	0.2		$	—	$	15.1
Costs and expenses:
Property operating expenses		—			—		4.8			—			—		4.8
Sales and marketing		—			—		0.7			—			—		0.7
General and administrative		—			—		1.4			0.1			—		1.5
Transaction-related compensation		—			—		20.0			—			—		20.0
Depreciation and amortization		—			—		5.2			0.1			—		5.3
Transaction costs		—			—		0.1			—			—		0.1
Total costs and expenses		—			—		32.2			0.2			—		32.4
Operating loss		—			—		(17.3		)	—			—		(17.3		)
Interest expense		2.3			—		0.1			0.1			—		2.5
Loss before income taxes		(2.3		)	—		(17.4		)	(0.1		)	—		(19.8		)
Income tax expense		—			—		(0.4		)	—			—		(0.4		)
Partnership earnings (loss) related to investment in subsidiaries		(17.9		)	—		(0.1		)	—			18.0		—
Net loss		$	(20.2	)	$	—	$	(17.9	)	$	(0.1	)	$	18.0	$	(20.2	)

Condensed Consolidating Statements of Cash Flows



(dollars in millions)	Three Months Ended March 31, 2014
	LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	0.7		$	—	$	10.3		$	(1.1	)	$	(9.2	)	$	0.7
Partnership (income) loss related to investment in subsidiaries	(10.3		)	—		1.1			—			9.2			—
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	—			—		26.8			0.8			—			27.6
Noncash interest expense	0.9			—		—			—			—			0.9
Stock-based compensation expense	—			—		2.2			—			—			2.2
Change in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—			—		(6.1		)	(0.6		)	—			(6.7		)
Accounts payable and accrued expenses	8.4			—		(4.1		)	0.1			—			4.4
Deferred revenues	—			—		8.9			—			—			8.9
Due to affiliates	—			—		(0.1		)	—			—			(0.1		)
Net cash provided by (used in) operating activities	(0.3		)	—		39.0			(0.8		)	—			37.9
Cash flows from investing activities:
Capital expenditures - other	—			—		(49.6		)	(0.1		)	—			(49.7		)
Intercompany advances, net	—			—		0.1			(0.1		)	—			—
Return of investment	10.7			—		(0.3		)	—			(10.4		)	—
Net cash provided by (used in) investing activities	10.7			—		(49.8		)	(0.2		)	(10.4		)	(49.7		)
Cash flows from financing activities:
Dividends and distributions paid	(10.4		)	—		(10.4		)	—			10.4			(10.4		)
Payments on capital leases and other financing arrangements	—			—		(1.4		)	—			—			(1.4		)
Net cash provided by (used in) financing activities	(10.4		)	—		(11.8		)	—			10.4			(11.8		)
Net decrease in cash and cash equivalents	—			—		(22.6		)	(1.0		)	—			(23.6		)
Cash and cash equivalents at beginning of period	—			—		146.8			2.0			—			148.8
Cash and cash equivalents at end of period	$	—		$	—	$	124.2		$	1.0		$	—		$	125.2



(dollars in millions)	Period Ended March 31, 2013
	LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net (loss) income	$	(2.8	)	$	—	$	4.4		$	(0.9	)	$	(3.5	)	$	(2.8	)
Partnership (income) loss related to investment in subsidiaries	(4.4		)	—		0.9			—			3.5			—
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	—			—		15.8			0.6			—			16.4
Noncash interest expense	0.4			—		(0.6		)	—			—			(0.2		)
Stock-based compensation expense	—			—		1.2			—			—			1.2
Change in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—			—		11.7			(0.5		)	—			11.2
Accounts payable and accrued expenses	5.6			—		(0.6		)	1.1			—			6.1
Deferred revenues	—			—		(4.3		)	—			—			(4.3		)
Due to affiliates	—			—		(4.7		)	—			—			(4.7		)
Net cash provided by operating activities	(1.2		)	—		23.8			0.3			—			22.9
Cash flows from investing activities:
Capital expenditures - acquisitions of real estate	—			—		(18.2		)	—			—			(18.2		)
Capital expenditures - other development	—			—		(26.6		)	(0.1		)	—			(26.7		)
Release of restricted cash	—			—		1.8			—			—			1.8
Investment in subsidiaries	(337.1		)	—		—			—			337.1			—
Advances to affiliate	1.2			—		(1.2		)	—			—			—
Net cash used in investing activities	(335.9		)	—		(44.2		)	(0.1		)	337.1			(43.1		)
Cash flows from financing activities:
Issuance of partnership units	337.1			—		—			—			—			337.1
Payment on capital lease obligations	—			—		(0.3		)	(0.3		)	—			(0.6		)
Contribution from parent guarantor	—			—		337.1			—			(337.1		)	—
Net cash provided by financing activities	337.1			—		336.8			(0.3		)	(337.1		)	336.5
Net increase in cash and cash equivalents	—			—		316.4			(0.1		)	—			316.3
Cash and cash equivalents at beginning of period	0.1			—		11.2			1.0			—			12.3
Cash and cash equivalents at end of period	$	0.1		$	—	$	327.6		$	0.9		$	—		$	328.6



(dollars in millions)	Period Ended January 23, 2013
	LP Co-issuer			Finance Co-issuer		Guarantors			Non- Guarantors			Eliminations			Total
Cash flows from operating activities:
Net (loss) income	$	(20.2	)	$	—	$	(17.9	)	$	(0.1	)	$	18.0		$	(20.2	)
Partnership loss (income) related to investment in subsidiaries	17.9			—		0.1			—			(18.0		)	—
Adjustments to reconcile net (loss) income to net cash provided by operating activities	0.2			—		5.6			0.1			—			5.9
Changes in operating assets and liabilities, net of effects of acquisitions:
Rent receivables and other assets	—			—		(9.6		)	—			—			(9.6		)
Accounts payable and accrued expenses	2.1			—		18.4			—			—			20.5
Due to affiliates	—			—		1.5			—			—			1.5
Other changes in assets and liabilities	—			—		3.8			0.1			—			3.9
Net cash provided by operating activities	—			—		1.9			0.1			—			2.0
Cash flows from investing activities:
Capital expenditures - other development	—			—		(7.7		)	—			—			(7.7		)
Release of restricted cash	—			—		1.9			—			—			1.9
Intercompany advances, net	0.1			—		(0.1		)	—			—			—
Net cash provided by (used in) investing activities	0.1			—		(5.9		)	—			—			(5.8		)
Cash flows from financing activities:
Payments on capital lease obligations	—			—		(0.6		)	—			—			(0.6		)
Contributions from parent, net	—			—		0.2			—			—			0.2
Net cash used in financing activities	—			—		(0.4		)	—			—			(0.4		)
Net increase (decrease) in cash and cash equivalents	0.1			—		(4.4		)	0.1			—			(4.2		)
Cash and cash equivalents at beginning of period	—			—		15.6			0.9			—			16.5
Cash and cash equivalents at end of period	$	0.1		$	—	$	11.2		$	1.0		$	—		$	12.3