What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-11 compared with 2020-02-05 · 737 added, 452 removed, 748 unchanged (61% of the section changed)

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Deloitte & Touche LLP, our independent registered public accounting firm, issued an opinion on the effectiveness of our internal control over financial reporting as of December 31, 2020, which follows this report of management.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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February 11, 2021

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Directors, Executive Officers and Corporate Governance

The information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in item X in part I above and is included under the captions “Proposal 1 - Election of Directors” and “Delinquent Section 16(a) Reports” in the Proxy Statement relating to the 2021 Annual Meeting of the Registrant’s Stockholders, and is incorporated herein by reference.

The Company has a Code of Business Conduct and Ethics (the “Code”) applicable to its Board of Directors and all of its employees.

The Company has the Code which is applicable to its Board of Directors and all of its employees.

The Code is publicly available on the “Investor Relations” page of its website site at www.cousins.com.

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The information under the caption “Summary of Fees to Independent Registered Public Accounting Firm” in the Proxy Statement relating to the 2021 Annual Meeting of the Registrant’s Stockholders has fee information for fiscal years 2020 and 2019 and is incorporated herein by reference.

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Exhibits and Financial Statement Schedules

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The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets—December 31, 2020 and 2019

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Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F-9

Financial Statement Schedule

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and Parkway Operating Partnership LP., filed as Exhibit 2.3 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.

Agreement and Plan of Merger, dated March 25, 2019, by and among the Registrant, Murphy Subsidiary Holdings Corporation, and TIER REIT, Inc., filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2019, and incorporated herein by reference.

Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.

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Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2010, and incorporated herein by reference.

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Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.

Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016, filed as Exhibit 3.1 and 3.1.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference.

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

Bylaws of the Registrant, as amended and restated December 4, 2012, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2012, and incorporated herein by reference.

Master Purchase Agreement, dated as of April 19, 2017, by and among the Registrant, Cousins Properties LP, and the purchasers of certain unsecured senior notes (the "Master Note Purchase Agreement"), filed as exhibit 4.1 to the Registrant's 10-Q filed on July 24, 2019, and incorporated herein by reference.

Cousins Properties Incorporated, Cousins Properties LP, First Supplement to Master Note Purchase Agreement, dated as of June 12, 2019, filed as Exhibit 4.2 to the Registrant’s 10-Q filed on July 24, 2019, and incorporated herein by reference.

Guaranty Agreement, dated as of April 19, 2017 (as amended, modified, or supplemented from time to time, the "Guaranty Agreement") incorporated by reference to Exhibit A of Exhibit 4.1 above, filed as Exhibit 4.1 above, filed as Exhibit 4.3 to the Registrant's 10-Q filed on July 24, 2019, and incorporated herein by reference.

Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A and 1-B of Exhibit 4.1 above, filed as Exhibit 4.4 to the Registrant's 10-Q filed on July 24, 2019, and incorporated herein by reference.

Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A, 1-B, and 1-C of Exhibit 4.2 above, filed as Exhibit 4.5 to the Registrant's 10-Q filed on Jul 24, 2019, and incorporated herein by reference.

Description of Registrant's Securities.

Master Purchase Agreement, dated as of April 19, 2017, by and among the Registrant, Cousins Properties LP, and the purchasers of certain unsecured senior notes (the "Master Note Purchase Agreement"), filed as exhibit 4.1 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference.

Cousins Properties Incorporated, Cousins Properties LP, First Supplement to Master Note Purchase Agreement, dated as of June 12, 2019, filed as Exhibit 4.2 to the Registrant’s 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference.

Guaranty Agreement, dated as of April 19, 2017 (as amended, modified, or supplemented from time to time, the "Guaranty Agreement") incorporated by reference to Exhibit A of Exhibit 4.1 above, filed as Exhibit 4.1 above, filed as Exhibit 4.3 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference.

Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A and 1-B of Exhibit 4.1 above, filed as Exhibit 4.4 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference.

Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A, 1-B, and 1-C of Exhibit 4.2 above, filed as Exhibit 4.5 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference.

Description of Registrant's Securities, filed as exhibit 4.6 to the Registrant's Form 10-K filed for the year ended December 31, 2019.

Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated, approved by the Stockholders on May 6, 2008, filed as Annex B to the Registrant’s Proxy Statement dated April 13, 2008, and incorporated herein by reference.

9 unchanged sentences

4 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated September 8, 2008, filed as Exhibit 10(a)(xiii) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.

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Amendment No.

5 unchanged sentences

Cousins Properties Incorporated Director Non-Incentive Stock Option and Stock Appreciation Right Certificate under the Cousins Properties Incorporated 2009 Incentive Stock Plan, filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxi) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.

10(a)(x i v)*

Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.

1 unchanged sentence

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvi) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.

10(a)(xviii)*

10(a)(xvii )*

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvii) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2014-2016 Performance Period, filed as Exhibit 10(a)(xxxi) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxii) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2015-2017 Performance Period, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2016-2018 Performance Period, filed as Exhibit 10(a)(xxxiv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.

10(a)(xxiii)*

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.

10(a)(x v i ii )*

Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2019 Performance Period, filed as Exhibit 10(a)(xxxvii) to the Registrant's Form 10-K for the year ended December 31, 2016, and incorporated herein by reference.

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxviii) to the Registrant's Form 10-K for the year ended December 31, 2016, and incorporated herein by reference.

10(a)(xxvii)*

Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant's Current Report on Form 10-Q filed on July 27, 2017, and incorporated herein by reference.

10(a)(xxviii)*

Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 10-Q filed on July 27, 2017, and incorporated herein by reference.

Form of Amendment Number Three to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 10-Q filed on July 27, 2017, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2020 Performance Period, filed as Exhibit 10(a)(xxx) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2018-2020 Performance Period, filed as Exhibit 10(a)(xxxi) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

10(a)(xxxii)*

10(a)(xxxiii)*

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2020 Performance Period, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

10(a)(xxxiv)*

10(a)(x i x )*

Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference.

Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference.

Form of Amendment Number Three to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference.

10(a)(xx ii )*

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2020 Service Period, filed as Exhibit 10(a)(xxx) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

10(a)(xx ii i)*

Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxi ) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

10(a)(xx i v )*

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2018-2020 Performance Period, filed as Exhibit 10(a)(xxxii) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

10(a)(xx v )*

Cousins Properties Incorporated 2005 Restricted Stock Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2020 Service Period, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

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10(a)(xx v i )*

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2019-2021 Performance Period, filed as Exhibit 10(a)(xxxiv) to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2018-2021 Performance Period, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

10(a)(xxxvi)*

Cousins Properties Incorporated 2009 Incentive Stock Plan — Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

10(a)(xxxvii)*†

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan -- Restricted Stock Unit Award Agreement

10(a)(xxxviii)*†

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Certificate for 2020-2022 Performance Period.

10(a)(xxxix)*†

10(a)(xx v ii )*

Cousins Properties Incorporated 2009 Incentive Stock Plan — Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

10(a)(xx vi ii )*

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2019-2021 Service Period, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

10(a)(xxi x )*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended March 31, 2019, and incorporated herein by reference.

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Award Agreement, filed as exhibit 10(a)(xxxvii) to the Registrant's Annual Report on Form 10-K filed for the year ended December 31, 2019, and incorporated herein by reference.

10(a)(x xxi )

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as exhibit 10(a)(xl) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020 and incorporated herein by reference.

10(a)(x xxi i)†*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Stock Grant Certificate

Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 18, 2007, and incorporated herein by reference.

10(a)(x xxi ii)†*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Certificate for 2021-2023 Performance Period

10(a)( xx x i v )†*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate

Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 18, 2007, and incorporated herein by reference.

Agreement of Limited Partnership of Cousins Properties LP., filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference.

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Term Loan Agreement, dated as of December 2, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10(m) to the Registrant's Form 10-K for the year ended December 31, 2016, and incorporated herein by reference.

Term Loan Agreement, dated as of January 22, 2018, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10 to the Registrant's Current Report on Form 10-Q filed on April 25, 2018, and incorporated herein by reference.

Fourth Amended and Restated Credit Agreement dated as of January 3, 2018, among Cousins Properties LP, as the Borrower, Cousins Properties Incorporated, as the Parent and a Guarantor, Certain Consolidated Entities of The Parent From Time to Time Designated by the Parent as Guarantors Hereunder, collectively, with the Borrower, as the Borrower Parties, Certain Consolidated Entities of The Parent From Time to Time Designated by the Parent as Guarantors Hereunder, as Guarantors, JPMORGAN CHASE BANK, N.A., as Syndication Agent, a Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, SUNTRUST BANK, as Documentation Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, U.S.

BANK NATIONAL ASSOCIATION, CITIZENS BANK, NATIONAL ASSOCIATION and MORGAN STANLEY SENIOR FUNDING, INC.,as Co-Documentation Agents.

MORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(n).

Term Loan Agreement, dated as of January 22, 2018, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10 to the Registrant's Form 10-Q filed for quarter ended March 30, 2018, and incorporated herein by reference.

Fourth Amended and Restated Credit Agreement, dated as of January 3, 2018, among Cousins Properties LP, as the borrower;

the Registrant, as guarantor;

the co-borrowers and additional guarantors from time to time party thereto;

JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc.

as joint lead arrangers and joint bookrunners;

and the lenders party thereto, filed as Exhibit 10(n) to the Registrant's 10-K for the year ended December 31, 2017, and incorporated herein by reference.

Retirement Agreement and General Release for Lawrence L.

Gellerstedt, Executive Chairman of the Board, filed as exhibit 10(b) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020, and incorporated herein by reference.

Subsidiaries of the Registrant.

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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Certification of the Chief Executive Officer Pursuant to 18 U.S.C.

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101† The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language):

(i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of operations, (iii) the condensed consolidated statements of equity, (iv) the condensed consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.

(i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to consolidated financial statements.

104† Cover Page Interactive Data File.

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† Filed herewith.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Colin Connolly

Chief Executive Officer, President, and Director

February 5, 2020

Colin Connolly

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

February 5, 2020

(Principal Financial Officer)

Senior Vice President, Chief Accounting Officer,

February 5, 2020

Treasurer, and Assistant Secretary

(Principal Accounting Officer)

/s/ Lawrence L.

Gellerstedt III

Executive Chairman of the Board

February 5, 2020

Gellerstedt III

Signature Capacity Date

Colin Connolly Chief Executive Officer, President, and Director February 11, 2021

Colin Connolly (Principal Executive Officer)

Adzema Executive Vice President and Chief Financial Officer February 11, 2021

Adzema (Principal Financial Officer)

/s/ Jeffrey D.

Symes Senior Vice President and Chief Accounting Officer February 11, 2021

Symes (Principal Accounting Officer)

/s/ Charles T.

February 5, 2020

Cannada Director February 11, 2021

/s/ Robert M.

February 5, 2020

Chapman Chairman of the Board and Director February 11, 2021

Fordham Director February 11, 2021

/s/ Lillian C.

February 5, 2020

Taylor Glover

Lead Independent Director

February 5, 2020

Taylor Glover

February 5, 2020

Giornelli Director February 11, 2021

Kent Griffin, Jr.

Director February 11, 2021

Kent Griffin, Jr.

Hyland Director February 11, 2021

Dary Stone Director February 11, 2021

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Cousins Properties Incorporated

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets—December 31, 2019 and 2018

Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017

Notes to Consolidated Financial Statements

Cousins Properties Incorporated Page

Report of Independent Registered Public Accounting Firm F- 2

Consolidated Balance Sheets—December 31, 2020 and 2019 F- 5

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018 F- 6

Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019, and 2018 F- 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 F- 8

Notes to Consolidated Financial Statements F- 9

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Operating Properties and Investments in Unconsolidated Joint Ventures - Impairment - Refer to Notes 2 and 8 to the financial statements

Revenue Recognition - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s operating properties and investments in unconsolidated joint ventures are evaluated for potential impairment on a quarterly basis or whenever events or changes in circumstances indicate that an operating property’s carrying amount may not be recoverable, or an investment in an unconsolidated joint venture may be other than temporarily impaired.

As part of the Company’s quarterly impairment indicator analysis, management considers numerous potential indicators of impairment of operating properties, including operating properties held by unconsolidated joint ventures.

Rental property revenues are derived from operating leases to tenants.

The Company recognizes fixed lease payments, which exclude certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from tenants, on a straight-line basis over the term of the lease.

The timing and amount of rental revenue recognition is largely dependent on whether the Company is the owner of tenant improvements at the leased property.

In determining whether the Company or the tenant owns such tenant improvements, management of the Company considers a number of factors, including, among other things:

(1) whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements;

(2) whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets;

(3) whether the tenant is permitted to alter or remove the leasehold improvements without the landlord’s consent or without compensating the landlord for any lost utility or diminution in fair value;

(4) whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord;

(5) whether the Company is obligated to fund cost overruns for the construction of leasehold improvements;

(6) whether the leasehold improvements are unique to the tenant or could

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reasonably be used by other parties;

and (7) whether the economic life of the leasehold improvements is such that a significant residual value of the assets is expected to accrue to the benefit of the landlord at the end of the lease terms.

The determination of whether the Company or its tenant owns the tenant improvements and the timing and amount of revenue recognition requires the exercise of significant judgment by management based on the facts and circumstances of the specific lease arrangement and is not based on any one factor.

Auditing management’s conclusions with respect to these matters often is complex and requires subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s determination of the owner of the tenant improvements and the related impact on the timing and amount of revenue recognition, included the following, among others:

• We tested the effectiveness of controls over revenue recognition, including the determination of the owner of tenant improvements and the timing and amounts of rental revenues to be recognized over the term of the related lease.

• We selected a sample of lease agreements and performed the following to evaluate the appropriateness of management’s conclusions regarding the owner of the tenant improvements and the timing and amount of revenue recognition:

◦ Evaluated the reasonableness and consistency of the factors considered by management to determine the owner of the tenant improvements and compared such factors to the terms in the lease agreement or other supporting documents.

◦ Tested tenant improvement costs (including the amounts funded by the Company or the tenant) by reconciling the amounts recorded by the Company to invoices or other supporting documents and evaluated whether the costs were consistent with the terms of the lease agreement and the Company’s ownership determination.

◦ Tested the timing and amounts recognized as rental property revenues, including any amortization of deferred revenue or lease incentives, by independently calculating such rental revenue amounts to be recognized and comparing it to the amounts recorded by the Company.

Operating Properties - Impairment - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s operating properties are evaluated for potential impairment on a quarterly basis or whenever events or changes in circumstances indicate that an operating property’s carrying amount may not be recoverable.

As part of the Company’s quarterly impairment indicator analysis, management considers numerous potential indicators of impairment of operating properties.

These indicators could include a decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, or an adverse change in the financial conditions of significant tenants at the property.

As of December 31, 2019, the carrying value of the Company’s operating properties totaled $5.7 billion and the carrying value of its investments

in unconsolidated joint ventures, net of certain negative balances included in deferred income on the consolidated balance sheet, totaled $114.2 million.

The identification of impairment indicators for operating properties and investments in unconsolidated joint ventures requires management to make significant judgments with respect to the operating properties and market conditions.

As of December 31, 2020, the carrying value of the Company’s operating properties totaled $6.2 billion.

The identification of impairment indicators for operating properties requires management to make significant judgments with respect to the operating properties and market conditions.

Given the subjectivity in identifying those events and changes in circumstances, the audit procedures involve especially subjective judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to our evaluation of the Company’s determination of the presence of impairment indicators at operating properties and investments in unconsolidated joint ventures included the following, among others:

We tested the effectiveness of controls over the quarterly impairment indicator analysis for operating properties and investments in unconsolidated joint ventures.

Our audit procedures related to our evaluation of the Company’s determination of the presence of impairment indicators at operating properties included the following, among others:

• We tested the effectiveness of controls over the quarterly impairment indicator analysis for operating properties.

• We tested the completeness and accuracy of management’s impairment analysis by:

Evaluating whether all operating properties and investments in joint ventures are included in the impairment analysis.

Evaluating management's process for identifying impairment indicators at operating properties and operating properties within unconsolidated joint ventures.

Developing an independent expectation of potential impairment indicators and compared such expectations to those included in the impairment analysis.

Transactions with Norfolk Southern Railway Company - Refer to Note 4 to the financial statements

Critical Audit Matter Description

On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) including the sale of land to NS, the execution of development and consulting agreements, and the acquisition of a building from NS (“1200 Peachtree”) subject to a three-year market rate lease with NS.

The Company determined that all contracts and transactions associated with NS should be combined for accounting purposes and that the amounts exchanged under the combined contracts should be allocated to the various components of the overall transaction at fair value or market value.

The consideration related to the various services provided to NS (which totaled $52.3 million) included non-cash consideration of the $10.3 million discount on the purchase of 1200 Peachtree and cash consideration of $5 million from the land sale contract (the difference between the fair value and the contract value.) Since all of the agreements and contracts above were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables are highly interdependent, the Company determined that the services represent a single performance obligation.

The acquisition date fair value of 1200 Peachtree was $92.3 million and the revenue recognized related to the services provided to NS during the year ended December 31, 2019 was $21.4 million .

Given the complexities associated with the accounting for the transactions with NS, and the related management judgments, including combining the contracts for accounting purposes, allocating the amounts exchanged under the combined contracts to the various components, and including the $10.3 million discount on 1200 Peachtree as non-cash consideration for services provided to NS, performing the audit procedures to evaluate the transactions with NS involved a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to our evaluation of the Company’s accounting for the transactions with NS included the following, among others:

We tested the effectiveness of controls over the Company’s accounting analysis for the NS contracts, including combining the contracts for accounting purposes, allocating the amounts exchanged under the combined contracts to the various components, and including the $10.3 million discount on 1200 Peachtree as non-cash consideration for services provided to NS.

With the assistance of professionals in our firm having expertise in the revenue and lease accounting, we evaluated management’s conclusions related to the transactions with NS in accordance with the applicable accounting standards.

With the assistance of our fair value specialists, we assessed the reasonableness of the valuation assumptions, including the discount and capitalization rates, used to determine the fair value of 1200 Peachtree.

Merger with TIER REIT Inc.

- Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

On June 14, 2019, TIER REIT, Inc.

(“TIER”) merged with and in to a subsidiary of the Company (the “Merger”).

Each share of TIER common stock issued and outstanding immediately prior to the Merger, was converted into 2.98 newly issued, pre-reverse split shares of the Company’s common stock with fractional shares being settled in cash.

In the Merger, former TIER common stockholders received approximately 166 million pre-reverse split shares of common stock of the Company.

The Merger has been accounted for as a business combination with the Company as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair value.

The total purchase price for the Merger was $1.6 billion, which included real estate assets, net of intangible liabilities, of $2.2 billion.

A key accounting judgment in evaluating the Merger transaction is the conclusion to account for the transaction as a business combination.

Given the complexity of evaluating the applicable accounting guidance, this aspect of the accounting for the Merger required especially subjective auditor judgment and an increased extent of effort.

Additionally, the real estate assets were recorded at their fair market values based on the purchase price allocations prepared by management (who engaged a third-party valuation specialist).

The determination of fair value of each real estate asset acquired and liability assumed by management requires judgment and is based on estimated cash flow projections that utilize available market information, including discount rates and capitalization rates.

Performing audit procedures to evaluate the reasonableness of such assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve internal fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to our evaluation of the Company’s accounting for the Merger and the relative fair value of the real estate assets acquired and liabilities assumed in the Merger included the following, among others:

We tested the effectiveness of the Company’s controls over the accounting for the Merger which included testing of management’s controls related to the conclusion to account for the Merger as a business combination and related to the purchase price allocation, including management’s engagement and supervision of a third-party valuation specialist to assist with valuing the real estate assets acquired and liabilities assumed in the Merger.

With the assistance of professionals in our firm having expertise in the accounting for business combinations, we evaluated management’s conclusion to account for the Merger as a business combination.

With the assistance of our fair value specialists, we assessed the reasonableness of the valuation assumptions utilized by management, specifically the discount and capitalization rates, in the fair value analysis.

◦ Evaluating whether all operating properties are included in the impairment analysis.

◦ Evaluating management's process for identifying impairment indicators at operating properties.

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◦ Developing an independent expectation of potential impairment indicators and comparing such expectations to those included in the impairment analysis.

/s/ Deloitte & Touche LLP

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We have served as the Company's auditor since 2002.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Operating properties, net of accumulated depreciation of $ 803,073 and $ 577,139 in 2020 and 2019, respectively

$ 6,232,546 $ 5,669,324

Projects under development 57,389 410,097

Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $61,093 in 2019

Land 162,406 116,860

6,452,341 6,196,281

Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $ 14,188 and $ 61,093 in 2020 and 2019, respectively

125,746 360,582

Cash and cash equivalents 4,290 15,603

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Intangible assets, net 189,164 257,649

Other assets 49,939 59,449

Total assets $ 7,107,398 $ 7,151,447

Notes payable $ 2,162,719 $ 2,222,975

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Intangible liabilities, net of accumulated amortization of $ 73,967 and $ 55,798 in 2020 and 2019, respectively

69,846 83,105

Other liabilities 118,103 134,128

Liabilities of real estate assets held for sale, net of accumulated amortization of $7,771 in 2019

Liabilities of real estate assets held for sale, net of accumulated amortization of $ 1,205 and $ 7,771 in 2020 and 2019, respectively

12,606 21,231

Total liabilities 2,611,860 2,723,612

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Stockholders' investment:

Preferred stock, $1 par value, 20,000,000 shares authorized, 1,716,837 shares issued and outstanding in 2019 and 2018

Common stock, $1 par value, 300,000,000 and 175,000,000 shares authorized in 2019 and 2018, respectively, and 149,347,382 and 107,681,130 shares issued in 2019 and 2018, respectively

Preferred stock, $ 1 par value, 20,000,000 shares authorized, 1,716,837 shares issued and outstanding in 2019;

no shares were issued or outstanding in 2020

Common stock, $ 1 par value, 300,000,000 shares authorized, and 151,149,289 and 149,347,382 shares issued and outstanding in 2020 and 2019, respectively

151,149 149,347

Additional paid-in capital 5,542,762 5,493,883

Treasury stock at cost, 2,584,933 shares in 2020 and 2019

( 148,473 ) ( 148,473 )

Distributions in excess of cumulative net income ( 1,078,304 ) ( 1,137,200 )

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Nonredeemable noncontrolling interests 28,404 68,561

Total equity 4,495,538 4,427,835

Total liabilities and equity $ 7,107,398 $ 7,151,447

See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Year Ended December 31,

2020 2019 2018

Rental property revenues $ 721,883 $ 628,751 $ 463,401

Fee income 18,226 28,518 10,089

Other 231 246 1,722

740,340 657,515 475,212

Rental property operating expenses 250,850 222,146 164,678

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Interest expense 60,605 53,963 39,430

Impairment 14,829 — —

Depreciation and amortization 288,648 257,149 181,382

Transaction costs 428 52,881 248

Other 2,091 1,109 556

646,065 628,259 412,116

Income from unconsolidated joint ventures 7,947 12,666 12,224

Gain on sales of investments in unconsolidated joint ventures 45,767 — —

Gain on investment property transactions 90,125 110,761 5,437

Gain on extinguishment of debt — — 8

Net income 238,114 152,683 80,765

Net income attributable to noncontrolling interests ( 836 ) ( 2,265 ) ( 1,601 )

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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(In thousands, except per share data)

Distributions in

Stockholders’

Nonredeemable

Stock Additional

Capital Treasury

Stock Distributions in

Net Income Stockholders’

Investment Nonredeemable

Noncontrolling

Interests Total

Balance December 31, 2017 $ 1,717 $ 107,587 $ 3,932,689 $ ( 148,373 ) $ ( 1,121,647 ) $ 2,771,973 $ 53,138 $ 2,825,111

Common stock offering, net of issuance costs

Net income — — — — 79,164 79,164 1,601 80,765

Common stock issuance pursuant to stock based compensation — 99 ( 566 ) ( 100 ) — ( 567 ) — ( 567 )

Spin-off of Parkway, Inc.

Common stock redemption by unit holders

Cumulative effect of change in accounting principle — — — — 22,329 22,329 — 22,329

Amortization of stock options and restricted stock, net of forfeitures — ( 5 ) 2,262 — — 2,257 — 2,257

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Common dividends ($ 1.04 per share)

— — — — ( 109,291 ) ( 109,291 ) — ( 109,291 )

Balance December 31, 2018 1,717 107,681 3,934,385 ( 148,473 ) ( 1,129,445 ) 2,765,865 55,291 2,821,156

Net income — — — — 150,418 150,418 2,265 152,683

Common stock issued in merger — 41,576 1,556,613 — — 1,598,189 — 1,598,189

Common stock issued pursuant to stock based compensation — 91 416 — — 507 — 507

Cumulative effect of change in accounting principle

Amortization of stock options and restricted stock, net of forfeitures — ( 1 ) 2,469 — — 2,468 — 2,468

Nonredeemable noncontrolling interests acquired in merger — — — — — — 5,329 5,329

Contributions from nonredeemable noncontrolling interest — — — — — — 8,087 8,087

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Common dividends ($ 1.16 per share)

— — — — ( 158,173 ) ( 158,173 ) — ( 158,173 )

Balance December 31, 2019 1,717 149,347 5,493,883 ( 148,473 ) ( 1,137,200 ) 4,359,274 68,561 4,427,835

Common stock issued in merger

Net income — — — — 237,278 237,278 836 238,114

Common stock issued pursuant to stock based compensation — 90 ( 397 ) — — ( 307 ) — ( 307 )

Amortization of stock options and restricted stock, net of forfeitures

Nonredeemable noncontrolling interests acquired in merger

Common stock issued pursuant to unitholder redemption ( 1,717 ) 1,719 45,032 — — 45,034 ( 45,034 ) —

Amortization of stock options, restricted stock, and equity-classified restricted stock units, net of forfeitures — ( 7 ) 4,244 — — 4,237 — 4,237

Contributions from nonredeemable noncontrolling interests — — — — — — 5,197 5,197

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Common dividends ($ 1.20 per share)

— — — — ( 178,382 ) ( 178,382 ) — ( 178,382 )

Balance December 31, 2020 $ — $ 151,149 $ 5,542,762 $ ( 148,473 ) $ ( 1,078,304 ) $ 4,467,134 $ 28,404 $ 4,495,538

See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Year Ended December 31,

2020 2019 2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 238,114 $ 152,683 $ 80,765

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on sales of investment in unconsolidated joint ventures ( 45,767 ) — —

Gain on investment property transactions ( 90,125 ) ( 110,761 ) ( 5,437 )

Impairment 14,829 — —

Depreciation and amortization 288,648 257,149 181,382

Amortization of deferred financing costs and premium on notes payable ( 888 ) 1,500 2,417

Stock-based compensation expense, net of forfeitures

Equity-classified stock-based compensation expense, net of forfeitures 5,298 3,830 3,399

Effect of non-cash adjustments to rental revenues ( 52,593 ) ( 44,839 ) ( 32,401 )

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from investment property sales

Proceeds from sale of interest in unconsolidated joint venture

Proceeds from investment property sales, net 435,833 62,667 372

Proceeds from sale of interest in unconsolidated joint ventures, net 53,601 — —

Property acquisition, development, and tenant asset expenditures ( 619,602 ) ( 482,633 ) ( 223,636 )

Cash and restricted cash acquired in merger — 85,989 —

Purchase of tenant-in-common interest

Investment in unconsolidated joint ventures

Contributions to unconsolidated joint ventures ( 4,285 ) ( 23,361 ) ( 50,933 )

Distributions from unconsolidated joint ventures 2,151 10 2,032

Change in notes receivable and other assets ( 161 ) ( 96 ) ( 8,317 )

Net cash provided by (used in) investing activities

Other — — ( 4,002 )

Net cash used in investing activities ( 132,463 ) ( 357,424 ) ( 284,484 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Payment of deferred financing costs ( 73 ) ( 2,868 ) ( 6,166 )

Common stock issued, net of expenses

Contributions from noncontrolling interests 5,197 8,087 1,497

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Common dividends paid ( 176,263 ) ( 142,941 ) ( 107,167 )

Other — ( 1,028 ) ( 1,709 )

Net cash provided by (used in) financing activities ( 230,095 ) 69,160 ( 147,600 )

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Cousins conducts substantially all of its business through Cousins Properties, LP ("CPLP").

Cousins owns approximately 99 % of CPLP and consolidates CPLP.

CPLP owns Cousins TRS Services LLC ("CTRS") a taxable entity which owns and manages its own real estate portfolio and performs certain real estate related services for other parties.

Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sunbelt markets of the United States with a focus on Georgia, Texas, North Carolina, Arizona, and Florida.

Cousins owns in excess of 99 % of CPLP and consolidates CPLP.

CPLP wholly owns Cousins TRS Services LLC ("CTRS") a taxable entity which owns and manages its own real estate portfolio and performs certain real estate related services for other parties.

Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Charlotte, Phoenix, Tampa, and Dallas.

Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100 % of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law.

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Therefore, the Company did not present comprehensive income.

Additionally, certain subtotals within the consolidated statements of operations for the years ended December 31, 2018 and 2017 were removed to conform to the current period presentation.

Additionally, certain subtotals within the consolidated statements of operations for the year ended December 31, 2018 were removed to conform to the current period presentation.

On January 1, 2019, the Company began recording lease termination fees in rental property revenues on the consolidated statements of operations as a result of the adoption of Accounting Standards Update ("ASU") 2016-02, "Leases," ("ASC 842").

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If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE.

As of December 31, 2019 the Company did not have any partnerships, joint ventures, or other arrangements with variable interests that qualified as a VIE.

Recently Issued Accounting Standards :

On January 1, 2019, the Company adopted ASC 842, which amended the previous standard for lease accounting by requiring lessees to record most leases on their balance sheets and by making targeted changes to lessor accounting and reporting.

The new standard requires lessees to record a right-of-use asset and a lease liability for leases and classify such leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee.

The classification of the leases determines whether the lease expense is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases).

The new standard also revised the treatment of indirect leasing costs and permits the capitalization and amortization of direct leasing costs only.

For the years ended December 31, 2018 and 2017, the Company capitalized $ 3.8 million and $ 3.0 million of indirect leasing costs, respectively.

The Company adopted the following optional practical expedients provided in ASC 842:

• no reassessment of any expired or existing contracts to determine if they contain a lease;

• no reassessment of initial direct costs for any existing leases;

• no recognition of right-of-use assets and lease liabilities for leases with a term of one year or less;

no separate classification and disclosure of non-lease components of revenue in lease contracts from the related lease components provided certain conditions are met;

no reassessment of the lease classification.

For those leases where the Company was the lessee, specifically ground leases, the adoption of ASC 842 required the Company to record a right-of-use asset and a lease liability in the amount of $ 56.3 million on the condensed consolidated balance sheet.

In calculating the right of use asset and lease liability, the Company used a weighted average discount rate of 4.49 % , which represented the Company's incremental borrowing rate related to the ground lease assets as of January 1, 2019.

Ground leases executed before the adoption of ASC 842 are accounted for as operating leases and did not result in a materially different ground lease expense.

However, most ground leases executed after the adoption of ASC 842 are expected to be accounted for as finance leases, which will result in ground lease expense being recorded using the effective interest method instead of the straight-line method over the term of the lease, resulting in higher expense associated with the ground lease in the earlier years of a ground lease when compared to the straight line method.

The Company used the "modified retrospective" method upon adoption of ASC 842, which permitted application of the new standard on the adoption date as opposed to the earliest comparative period presented in its financial statements.

For additional disclosures, see note 6 "Leases" and note 14 "Revenue Recognition"

On January 1, 2018, the Company adopted ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20):

Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05").

As a result of the adoption of ASU 2017-05, the Company recorded a cumulative effect from change in accounting principle, which credited distributions in excess of cumulative net income by $ 22.3 million .

This cumulative effect adjustment resulted from the 2013 transfer of a wholly-owned property to an entity in which it had a noncontrolling interest.

In 2020, the Company transferred the right to purchase a building to a special purpose entity to facilitate a potential reverse Section 1031 exchange under the Internal Revenue Code of 1986, as amended (the "Code"), and the special purpose entity purchased the building and retained the assets acquired therefrom.

To realize the tax deferral available under Section 1031 exchange, the Company must identify the like-kind property to be disposed of within 45 days of the acquisition date and complete the transfer of the title to the to-be-exchanged building within 180 days of the acquisition date.

We concluded that Cousins has a controlling financial interest and is, therefore, the primary beneficiary of the venture.

The Company consolidates this VIE entity.

As of December 31, 2020, this VIE had total assets of $ 210.2 million and total liabilities of $ 209.7 million.

The liabilities of this VIE eliminate in our consolidated balance sheet.

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SIGNIFICANT ACCOUNTING POLICIES

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These costs generally would include commissions paid to employees or third parties and any other costs incremental to executing a lease that would not have otherwise been incurred.

For real estate assets that are considered to be held for sale according to accounting guidance, the Company records impairment losses if the fair value of the asset or disposal group net of estimated selling costs is less than the carrying amount.

For those long-lived assets that are held and used according to accounting guidance, management reviews each asset for the existence of any indicators of impairment.

If indicators of impairment are present, the Company calculates the expected undiscounted future cash flows to be derived from such assets.

If the undiscounted cash flows are less than the carrying amount of the asset, the Company reduces the asset to its fair value and records an impairment loss.

We review our real estate assets on a property-by-property basis for impairment.

This review includes our operating properties, properties under development, and land holdings.

The first step in this process is for us to determine whether an asset is considered to be held and used or held for sale, in accordance with accounting guidance.

In order to be considered a real estate asset held for sale, we must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year.

If we determine that an asset is held for sale, we record an impairment loss if the fair value less costs to sell is less than the carrying amount.

All real estate assets not meeting the held for sale criteria are considered to be held and used.

In the impairment analysis for assets held and used, we must determine whether there are indicators of impairment.

For operating properties, these indicators could include a decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, or an adverse change in the financial condition of significant tenants.

For land holdings, indicators could include an overall decline in the market value of land in the region, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.

For projects under development, indicators could include material budget overruns without a corresponding funding source, significant delays in construction, occupancy, or stabilization schedule, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of a significant tenant.

Acquisition of Real Estate Assets:

The Company evaluates all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business within the framework of ASU 2017-01 and guidance in ASC 805.

The Company evaluates all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business.

If the Company determines that substantially all of the fair value is concentrated in a single identifiable asset or group of similar assets, the Company will account for the acquisition as an acquisition of assets and not a business.

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The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to:

land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, acquired in-place lease values, and tenant relationships, if any.

land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases,

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including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, acquired in-place lease values, and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region.

The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease.

The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between (1) the contractual rents to be paid pursuant to the lease over its remaining term and (2) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease.

The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases.

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Depreciation and Amortization:

Real estate assets are stated at depreciated cost less impairment losses, if any.

Real estate assets are stated at depreciated cost less impairment, if any.

Buildings are depreciated over their estimated useful lives, which range generally from 30 to 42 years.

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If indicators are present, the Company estimates the fair value of the investment.

If the carrying value of the investment is greater than the estimated fair

value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following:

If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following:

(1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value.

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In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, if any, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets.

The outside partners' interests in CPLP are redeemable into shares of cash or common stock of the Company at the Company's sole discretion.

Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests.

The outside partners' interests in CPLP are redeemable upon demand, into cash or shares of common stock of the Company at the Company's sole discretion.

Therefore, noncontrolling interests associated with CPLP are considered

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nonredeemable noncontrolling interests.

The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations.

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The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease.

The Company records the costs of the tenant improvements, including costs paid for or reimbursed by the tenants, as an asset.

The Company records deferred revenue for the portion of tenant improvements funded or reimbursed by tenants and amortizes this amount on a straight-line basis into rental income over the term of the related lease.

If we determine the improvements are our assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements over the shorter of the estimated useful life or the term of the lease.

If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease.

Our determination of whether improvements are our assets or tenant assets also affects when we commence revenue recognition in connection with a lease.

The Company records deferred revenue for the portion of company owned tenant improvements funded or reimbursed by tenants and amortizes this amount on a straight-line basis into rental income over the term of the related lease.

As of December 31, 2020 and 2019, the Company had unamortized deferred income related to tenant funded tenant improvements of $ 31.6 million and $ 17.8 million, respectively, included in deferred income on the consolidated balance sheets.

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Operating expense reimbursements are recognized as the related expenses are incurred.

During 2019 , 2018 , and 2017 , the Company recognized $ 122.4 million , $ 79.8 million , and $ 67.2 million , respectively, in revenues from tenants related to operating expenses.

During 2020, 2019, and 2018, the Company recognized $ 142.5 million, $ 122.4 million, and $ 79.8 million, respectively, in revenues from tenants related to operating expense reimbursements.

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant.

The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

In limited circumstances to date, we have entered into lease amendments with certain tenants, a majority of which are small retail operators who have experienced disruptions in their business as a result of the COVID-19 pandemic.

Some of these agreements forgive rents and extend the lease term for the equivalent number of months at the end of the original lease and others provide for forgiveness without extension.

Rent forgiveness, with or without extensions, is accounted for as lease modifications, and the Company will recognize the effects over time through straight-line rent over the lease term.

Other agreements provide for payment deferrals without extensions.

The Company will also account for these deferral agreements as lease modifications and has included these deferred payments in deferred rents receivable on the accompanying consolidated balance sheet.

The Company recognizes development, management, and leasing fees as it satisfies the related performance obligations under the respective contracts.

The Company recognizes development and leasing fees received from unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own.

The Company recognizes development and leasing fees received from investments in unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own.

Correspondingly, the Company adjusts its investment in unconsolidated joint ventures when fees are paid to the Company by a joint venture in which the Company has an ownership interest.

Gain on Investment Property Transactions:

Through December 31, 2017, the Company recognized gains or losses on sale of investment property when the sale of a property was consummated, the buyer’s initial and continuing investment was adequate to demonstrate commitment to pay, any receivable obtained was not subject to future subordination, the usual risks and rewards of ownership were transferred, and the Company had no substantial continuing involvement with the property.

If the Company had a commitment to the buyer and that commitment was a specific dollar amount, this commitment was accrued and the gain on sale that the Company recognized was reduced.

If the Company had a construction commitment to the buyer, management made an estimate of this commitment, deferred a portion of the profit from the sale, and recognized the deferred profit when the commitment was fulfilled.

Beginning January 1, 2018, in connection with the adoption of ASC 606, the Company recognizes a gain on the sale of investment property at the time the buyer obtains control of the investment property.

The Company recognizes a gain on the sale of investment property at the time the buyer obtains control of the investment property.

If the Company maintains any continuing involvement with the investment property, that continuing involvement is considered to be one or more additional performance obligations and additional gains or losses will be recognized as these performance obligations are satisfied.

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To qualify as a REIT, the Company must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements.

It is management’s current intention to

adhere to these requirements and maintain the Company's REIT status.

It is management’s current intention to adhere to these requirements and maintain the Company's REIT status.

As a REIT, the Company generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders.

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CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes.

Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority.

Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained

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upon examination by the taxing authority.

Deferred income tax assets and liabilities result from temporary differences.

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A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

Stock Compensation

The Company accounts for stock-based employee compensation using the fair value based method of accounting.

We classify share-based payment awards granted in exchange for employee services as either equity awards or liability awards.

Equity classified awards are measured based on the fair value on the date of grant.

Awards that are to be settled in cash are classified as liability awards.

The value of all of the Company's share-based awards is recognized over the period during which an employee is required to provide services in exchange for the award - the requisite service period (usually the vesting period).

No compensation costs are recognized for awards which employees do not render the requisite service period.

Earnings per Share

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Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period.

Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if the outside units in CPLP were converted into the Company's common stock and stock options (or any other contracts to issue common stock) were exercised and resulted in additional common shares outstanding, calculated using the treasury stock method.

Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if the outside units in CPLP were converted into the Company's common stock, stock options (or any other contracts to issue common stock) were exercised, and equity-based restricted stock units ("RSUs") were vested and settled resulting in additional common shares outstanding, calculated using the treasury stock method.

Stock options are dilutive when the average market price of the Company’s stock during the period exceeds the option exercise price.

Market-based RSUs are dilutive when granted with the dilution impact calculated based on projected vesting percentages.

Performance-based RSUs are dilutive once the minimum performance criteria has been met and the dilution impact is calculated based on projected vesting percentages.

Cash and Cash Equivalents

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Restricted Cash

Restricted Cash includes escrow accounts held by lenders to pay real estate taxes, earnest money paid in connection with future acquisitions, and proceeds from property sales held by qualified intermediaries for potential like-kind exchanges in accordance with Section 1031 of the Code , if any.

Restricted cash primarily includes escrow accounts held by lenders to pay real estate taxes, earnest money paid in connection with future acquisitions, and proceeds from property sales held by qualified intermediaries for potential like-kind exchanges in accordance with Section 1031 of the Code , if any.

Use of Estimates

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As discussed in note 1 to the consolidated financial statements, immediately following the Merger, the Company completed a 1-for-4 reverse stock split.

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Based on the shares issued in the transaction, the total fair value of the assets acquired net of liabilities assumed in the Merger was $ 1.6 billion.

During the year ended December 31, 2019 , the Company incurred expenses related to the Merger of $ 52.9 million .

During the years ended December 31, 2020 and December 31, 2019, the Company incurred expenses related to the Merger of $ 428,000 and $ 52.9 million, respectively.

Management engaged a third party valuation specialist to assist with valuing the real estate assets acquired and liabilities assumed in the Merger.

The third party used cash flow analyses, as well as a market approach, an income approach, and a cost approach to determine the fair value of real estate assets acquired.

Based on additional information that may become available, subsequent adjustments may be made to the purchase price allocation within the measurement period, which typically does not exceed one year.

The purchase price was allocated as follows (in thousands):

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Intangible assets 141,184

Other assets 10,040

Notes payable 747,549

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Total purchase price $ 1,598,362

During the year ended December 31, 2019 , the Company recorded revenues and net income of $ 113.1 million and $ 291,000 , respectively, from the operations of the assets acquired in the Merger.

The following unaudited supplemental pro forma information is based upon the Company's historical consolidated statements of operations, adjusted as if the Merger had occurred on January 1, 2018.

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(unaudited, in thousands)

Revenues $ 750,080 $ 702,463

Net income 232,136 28,064

Net income available to common stockholders 229,503 27,742

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Supplemental pro forma earnings for the year ended December 31, 2018 were adjusted to include this charge.

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TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY

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Therefore, the Company began recognizing revenue on March 1, 2019, based upon the time spent by the Company’s employees in providing these services as compared to the total estimated time required to satisfy the performance obligation.

During the year ended December 31, 2019 , the Company recognized $ 21.4 million in fee income in the statement of operations related to the services provided to NS.

As of December 31, 2019, the Company had deferred income included in the consolidated balance sheet of $ 11.3 million related to NS.

REAL ESTATE TRANSACTIONS

The Company had no dispositions of operating properties in 2019 or 2018 .

The Company sold the following properties in 2017 ($ in thousands):

Property Type

American Cancer Society Center

Bank of America Center, One Orlando Centre, -- and Citrus Center

The Company sold the properties noted above as part of its ongoing investment strategy of exiting non-core markets and selling non-core assets, using these proceeds to fund new investment activity.

During February 2019, the Company sold air rights that cover eight acres in Downtown Atlanta for a gross sales price of $ 13.25 million and recorded a gain of $ 13.1 million .

As of December 31, 2019, the Company's Woodcrest and Hearst Tower properties were classified as held for sale.

The major classes of assets and liabilities of these properties held for sale were as follows (in thousands):

Real estate assets and other assets held for sale

Operating properties, net of accumulated depreciation of $44,478

Notes and accounts receivable

Deferred rents receivable

Intangible assets, net of accumulated amortization of $16,615

Liabilities of real estate assets held for sale

Accounts payable and accrued expenses

Deferred income

Intangible liabilities, net of accumulated amortization of $7,771

Other liabilities

During 2019, the Company acquired 1200 Peachtree as discussed in note 4 and acquired its partner's interest in Terminus Office Holdings LLC as discussed in note 8.

During the years ended December 31, 2020 and December 31, 2019, the Company recognized $ 14.9 million and $ 21.4 million, respectively, in fee income in the statement of operations related to the services provided to NS.

As of December 31, 2020 and December 31, 2019, the Company had deferred income related to NS included in the consolidated balance sheet of $ 5.7 million and $ 11.3 million, respectively.

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During 2020, the Company acquired The RailYard in Charlotte for $ 201.3 million, including acquisition costs .

The Company accounted for this transaction as an acquisition of an asset and the following table summarizes the allocation of the purchase price of this property (in thousands):

Tangible assets:

Operating properties $ 201,153

Tangible assets 201,153

Intangible assets:

In-place leases 8,850

Above market leases 439

Intangible assets 9,289

Intangible liabilities:

Below market leases ( 9,129 )

Intangible liabilities ( 9,129 )

Total net assets acquired $ 201,313

During 2020, the Company also acquired a 1,550 space parking garage in Charlotte for $ 85.3 million, including acquisition costs.

This property is included in real estate assets on the consolidated balance sheet and in the Company's Charlotte/Office operating segment.

Additionally, the Company completed multiple land acquisitions in the South End submarket of Charlotte during the fourth quarter of 2020.

The Company acquired 3.4 and 2.4 acres of land to be used for future development for a gross purchase price of $ 28.1 million and $ 18.8 million, respectively.

During 2019, the Company acquired 1200 Peachtree as discussed in note 4 a nd acquired its partner's interest in Terminus Office Holdings LLC as discussed in note 8.

The Company accounted for these transactions as an acquisition of assets and the following table summarizes the allocation of the purchase price of these properties (in thousands):

1200 Peachtree

1200 Peachtree Terminus

Tangible assets:

Building and improvements

$ 62,836 $ 410,826

Land and improvements

19,495 49,345

Tangible assets

82,331 460,171

Intangible assets:

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Total net assets acquired

At December 31, 2019 , the Company had five properties subject to operating ground leases with a weighted average remaining term of 72 years and two finance ground leases with a weighted average remaining term of four years .

$ 92,300 $ 487,293

The Company had two dispositions of consolidated operating properties during the year ended December 31, 2020 and had no dispositions during the year ended December 31, 2019.

The Company sold the following properties in 2020 ($ in thousands):

Property Property Type Location Square Feet Sales Price

Hearst Tower Office Charlotte, NC 966,000 $ 455,500

Woodcrest Office Cherry Hill, NJ 386,000 $ 25,300

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The Company sold the properties noted above as part of its ongoing investment strategy, using these proceeds to fund new investment activity.

The gain of $ 90.3 million from the sale of these properties is net of $ 459,000 of state income tax.

During February 2019, the Company sold air rights that cover eight acres in Downtown Atlanta for a gross sales price of $ 13.3 million and recorded a gain of $ 13.1 million.

The Company's Burnett Plaza property was classified as held for sale as of December 31, 2020 and the Company's Woodcrest and Hearst Tower properties were classified as held for sale as of December 31, 2019.

The major classes of assets and liabilities of these properties held for sale were as follows (in thousands):

Real estate assets and other assets held for sale 2020 2019

Operating properties, net of accumulated depreciation of $ 8,123 and $ 44,478 in 2020 and 2019, respectively

$ 106,864 $ 340,171

Notes and accounts receivable 439 5,520

Deferred rents receivable 2,480 5,745

Intangible assets, net of accumulated amortization of $ 6,065 and $ 16,615 in 2020 and 2019, respectively

Other assets 133 489

Total real estate assets and other assets held for sale $ 125,746 $ 360,582

Liabilities of real estate assets held for sale

Accounts payable and accrued expenses $ 7,399 $ 12,497

Deferred income 44 2,638

Intangible liabilities, net of accumulated amortization of $ 1,205 and $ 7,771 in 2020 and 2019, respectively

Other liabilities 2,149 625

Total liabilities of real estate assets held for sale $ 12,606 $ 21,231

The Company tests for impairment whenever changes in circumstances indicate a building’s carrying value may not be recoverable.

The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life.

When testing for recoverability of buildings held for investment, projected cash flows are used over its expected hold period.

If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis.

If any building's held for investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life.

None of the Company’s buildings were impaired during any periods presented while under the held for investments classification.

During the fourth quarter of 2020, the Company decided to accept an offer, with conditions, on Burnett Plaza.

Based on the status of this offer as of December 31, 2020, the Company concluded the sale was probable within one year and, therefore, transferred the assets and liabilities of the building to held for sale.

Because the carrying value of the building exceeded the expected net sale proceeds (including selling costs), the Company recorded a $ 14.8 million impairment charge in the accompanying statement of operations.

The net proceeds were based on the third-party offer to purchase (a Level 2 input under authoritative guidance for fair value measurements).

The Company may record additional impairment charges if operating results of individual buildings are materially different from our forecasts, the economy and the office industry weakens, or we shorten our contemplated holding period for additional buildings.

At December 31, 2020, the Company had five properties subject to operating ground leases with a weighted average remaining term of 71 years and one finance ground leases with a weighted average remaining term of five years .

At December 31, 2020, the Company had right-of-use assets from operating ground leases of $ 55.8 million included in operating properties, projects under development, or land on the consolidated balance sheet and right-of-use assets from finance ground leases of $ 3.7 million included in land on the consolidated balance sheet.

At December 31, 2019 , the Company had lease liabilities for operating and finance ground leases of $ 59.4 million and $ 9.7 million, respectively, included in other liabilities on the consolidated balance sheet.

At December 31, 2020, the Company had lease liabilities for operating and finance ground leases of $ 58.6 million and $ 3.6 million, respectively, included in other liabilities

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on the consolidated balance sheet.

The weighted average discount rate on these ground leases at December 31, 2020 was 4.5 %.

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For the year ended December 31, 2020, the Company paid $ 3.5 million in cash related to operating ground leases and made $ 474,000 in cash payments related to financing ground leases.

During 2020, the Company purchased one parcel of land previously under the Company's control through a finance ground lease for $ 6.4 million.

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2020, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 (in thousands):

Operating Ground Leases

Finance Ground Leases

Operating Ground Leases Finance Ground Leases

2021 $ 2,959 $ 162

2022 2,672 162

2023 2,614 162

2024 2,497 162

2025 2,517 3,676

Thereafter 197,589 —

$ 210,848 $ 4,324

Discount ( 152,229 ) ( 769 )

Lease liability $ 58,619 $ 3,555

The following table represents undiscounted cash flows of our scheduled obligations for future minimum payments on ground leases as of December 31, 2018, in accordance with ASC 840 (in thousands):

Operating Ground Leases

Finance Ground Leases

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2019, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 (in thousands):

Operating Ground Leases Finance Ground Leases

2020 $ 3,175 $ 462

2021 2,959 6,562

2022 2,672 162

2023 2,614 162

2024 2,497 162

Thereafter 200,107 3,676

$ 214,024 $ 11,186

Discount ( 154,645 ) ( 1,456 )

Lease liability $ 59,379 $ 9,730

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NOTES AND ACCOUNTS RECEIVABLE

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Tenant and other receivables 20,097 23,324

$ 20,248 $ 23,680

At December 31, 2020 and 2019, the fair value of the Company’s notes receivable approximated the cost basis.

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The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures.

The information included in the following table entitled summary of financial position is as of December 31, 2019

and 2018 (in thousands).

The information included in the following table entitled summary of financial position is as of December 31, 2020 and 2019 (in thousands).

The information included in the summary of operations table is for the years ended December 31, 2020, 2019, and 2018 (in thousands).

Total Equity (Deficit)

Company's Investment

Total Assets Total Debt Total Equity (Deficit) Company's Investment

SUMMARY OF FINANCIAL POSITION 2020 2019 2020 2019 2020 2019 2020 2019

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Austin 300 Colorado Project, LP 165,586 112,630 86,848 21,430 68,567 68,101 38,488 36,846

Carolina Square Holdings LP

AMCO 120 WT Holdings, LLC 85,449 77,377 — — 84,311 70,696 15,735 13,362

Carolina Square Holdings LP 118,616 114,483 77,034 75,662 21,888 25,184 12,430 14,414

HICO Victory Center LP 16,544 16,045 — — 15,709 15,353 10,595 10,373

Charlotte Gateway Village, LLC — 109,675 — — — 106,651 — 6,718

Terminus Office Holdings LLC

Wildwood Associates — 11,061 — — — 10,978 — ( 521 ) (1)

Crawford Long - CPI, LLC 29,641 28,459 66,423 67,947 ( 38,253 ) ( 40,250 ) ( 18,289 ) (1) ( 19,205 ) (1)

Total Revenues

Net Income (Loss)

Company's Share of Net

Other 1,313 8,879 — — 1,316 7,318 292 4,113

$ 590,853 $ 658,303 $ 230,305 $ 165,039 $ 244,186 $ 354,404 $ 107,192 $ 114,158

Total Revenues Net Income (Loss) Company's Share of Net

Income (Loss)

SUMMARY OF OPERATIONS 2020 2019 2018 2020 2019 2018 2020 2019 2018

Charlotte Gateway Village, LLC

DC Charlotte Plaza LLLP $ 20,439 $ 15,636 $ — $ 7,272 $ 5,894 $ — $ 3,380 $ 2,947 $ ( 1 )

Terminus Office Holdings LLC

Crawford Long - CPI, LLC

HICO Victory Center LP

Carolina Square Holdings LP

Austin 300 Colorado Project, LP 841 422 487 466 199 220 233 100 110

Wildwood Associates

AMCO 120 WT Holdings, LLC 3,000 40 — 2,740 ( 341 ) 38 ( 552 ) ( 68 ) —

Carolina Square Holdings LP 14,581 12,344 10,686 3,061 470 ( 169 ) 1,472 133 ( 275 )

HICO Victory Center LP 356 513 400 356 513 400 178 276 219

Charlotte Gateway Village, LLC 6,692 27,708 26,932 3,202 10,285 10,285 1,658 5,143 5,143

Wildwood Associates — — — ( 9 ) ( 100 ) ( 1,140 ) 14 ( 50 ) 2,723

Crawford Long - CPI, LLC 12,650 12,664 12,383 3,797 3,897 3,446 1,808 1,866 1,641

Terminus Office Holdings LLC — 34,964 44,429 — 4,962 5,506 ( 23 ) 2,381 2,755

Other 4,300 180 198 524 ( 94 ) ( 3,234 ) ( 221 ) ( 62 ) ( 91 )

$ 62,859 $ 104,471 $ 95,515 $ 21,409 $ 25,685 $ 15,352 $ 7,947 $ 12,666 $ 12,224

(1) Negative balances are included in deferred income on the consolidated balance sheets.

(2) Revenues in 2017 primarily relate to a joint venture acquired in the transactions with Parkway Properties, Inc.

and sold during the year.

Net income and Company's share of net income in 2017 primarily relate to the sale of the Emory Point properties.

DC Charlotte Plaza LLLP ("Charlotte Plaza") – Charlotte Plaza is a 50 - 50 joint venture between the Company and Dimensional Fund Advisors ("DFA"), formed to develop DFA's 281,000 square foot regional headquarters building in Charlotte, North Carolina.

DC Charlotte Plaza LLLP ("Charlotte Plaza") – Charlotte Plaza is a 50 - 50 joint venture between the Company and Dimensional Fund Advisors ("DFA"), formed to develop, own, and operate DFA's 281,000 square foot regional headquarters building in Charlotte, North Carolina.

Capital contributions and distributions of cash flow are made equally in accordance with each partner's partnership interest.

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The assets of the venture in the above table include a cash balance of $ 3.0 million at December 31, 2020.

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Austin 300 Colorado Project, LP ("300 Colorado") – 300 Colorado is a joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR"), formed for the purpose of developing a 358,000 square foot office building in Austin, Texas.

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The loan bears interest at LIBOR plus 2.25 % and matures on January 17, 2022.

The assets of the venture in the above table include a cash balance of $ 593,000 at December 31, 2019 .

The assets of the venture in the above table include a cash balance of $ 2.9 million at December 31, 2020.

Carolina Square Holdings LP ("Carolina Square") – Carolina Square is a 50 - 50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin"), which owns and operates a mixed-use property in Chapel Hill, North Carolina.

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The assets of the venture in the table above include a cash balance of $ 4.8 million at December 31, 2020.

AMCO 120 WT Holdings, LLC ("AMCO") – AMCO is a joint venture between the Company, with a 20 % interest, and affiliates of AMLI Residential (“AMLI”), with an 80 % interest, formed to develop 120 West Trinity, a mixed-use property in Decatur, Georgia.

The property is expected to contain 33,000 square feet of office space, 19,000 square feet of retail space, and 330 apartment units.

AMCO 120 WT Holdings, LLC ("AMCO") – AMCO is a joint venture between the Company, with a 20 % interest, and affiliates of AMLI Residential (“AMLI”), with an 80 % interest, formed to develop, own, and operate 120 West Trinity, a mixed-use property in Decatur, Georgia.

The property contains 33,000 square feet of office space, 19,000 square feet of retail space, and 330 apartment units.

Initial contributions to the joint venture for the purchase of land were funded entirely by AMLI.

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The assets of the venture in the table above include a cash balance of $ 697,000 at December 31, 2020.

Charlotte Gateway Village, LLC ("Gateway") – Gateway is a 50 - 50 joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina.

Net income and cash flows are allocated 50 % to each partner until the Company receives a 17 % internal rate of return;

thereafter, cash flows are allocated 80 % to BOA and 20 % to the Company.

In January 2020, the Company entered into an agreement to sell its interest in Gateway to BOA for $ 52.2 million and is expected to close the sale in the first quarter of 2020.

Charlotte Gateway Village, LLC ("Gateway") – Gateway was a 50 - 50 joint venture between the Company and Bank of America Corporation (“BOA”), which owned and operated Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina.

On March 31, 2020 the Company sold its interest in Gateway to its partner for a gross purchase price of $ 52.2 million.

The sale was triggered by the exercise of the partner's purchase option and the proceeds from this sale represent a 17 % internal rate of return for the Company on its invested capital, as stipulated in the partnership agreement.

The Company recognized a gain of $ 44.6 million on the sale of its interest in Gateway included in gain on sales of investments in unconsolidated joint ventures, net of $ 227,000 of state income tax.

Crawford Long—CPI, LLC ("Crawford Long" ) – Crawford Long is a 50 - 50 joint venture between the Company and Emory University that owns Emory University Hospital Midtown, a 358,000 square foot medical office building located in Atlanta, Georgia.

Crawford Long has a $ 66.4 million, 3.5 % fixed rate mortgage note which matures on June 1, 2023.

The assets of the venture in the above table include a cash balance of $ 5.1 million at December 31, 2020.

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Upon consolidation, the Company recognized a $ 92.8 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions.

Wildwood Associates ("Wildwood") – Wildwood is a 50 - 50 joint venture between the Company and IBM which owns undeveloped land in the Wildwood Office Park in Atlanta, Georgia.

At December 31, 2019 , the Company’s investment in Wildwood was a credit balance of $ 521,000 .

This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and represents deferred gain not recognized at venture formation.

The assets of the venture in the above table include a cash balance of $ 38,000 at December 31, 2019 .

In January 2020, the Company sold substantially all of its remaining interest in Wildwood to IBM for $ 900,000 and recognized a gain on the sale of $ 1.4 million , which included recognition of the remaining credit balance of $ 521,000 .

Crawford Long has a $ 67.9 million , 3.5 % fixed rate mortgage note which matures on June 1, 2023 .

The assets of the venture in the above table include a cash balance of $ 4.5 million at December 31, 2019 .

Wildwood Associates ("Wildwood") – Wildwood was a 50 - 50 joint venture between the Company and IBM which owned 6.3 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia.

In February 2020 the Company sold its remaining interest in the Wildwood Associates joint venture to its venture partner for a gross purchase price of $ 900,000 .

The Company recognized a gain of $ 1.3 million on the sale of its interest in Wildwood Associates, which included elimination of the remaining negative basis in the joint venture of $ 520,000 and which is included in gain on sales of investments in unconsolidated joint ventures.

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Other Joint Ventures –

TEMCO Associates, LLC ("Temco") was a 50 - 50 joint venture between the Company and Forestar Group, Inc., that owned a golf course in Georgia.

In December 2020, the Company sold its remaining interest in Temco, to its venture partner for a gross purchase price of $ 786,000 and recognized a loss of $ 145,000 on the sale, included in gain on sales of investments in unconsolidated joint ventures.

CL Realty, LLC ("CL Realty") was a 50 - 50 joint venture between the Company and Forestar Group, Inc., that owned land near Padre Island in Texas.

In December 2020, CL Realty sold the land to a third party.

The Company's share of net proceeds was $ 2.2 million and share of loss on the sale, included in income from unconsolidated joint ventures, was $ 598,000 .

At December 31, 2020, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 230.3 million.

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In-place leases, net of accumulated amortization of $ 212,413 and $ 163,867 in 2020 and 2019, respectively

$ 145,290 $ $ 202,760

Above-market tenant leases, net of accumulated amortization of $ 33,548 and $ 26,487 in 2020 and 2019, respectively

24,960 35,699

Below-market ground lease, net of accumulated amortization of $ 1,173 and $ 897 in 2020 and 2019, respectively

17,240 17,516

Goodwill 1,674 1,674

$ 189,164 $ 257,649

Aggregate net amortization expense related to intangible assets and liabilities was $ 43.1 million, $ 45.6 million, and $ 27.0 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

Below Market Ground Lease

In Place Leases

Weighted average remaining lease term

Rents Above Market

Ground Lease Below Market Ground Lease Above Market

Rents In Place Leases Total

2021 $ ( 14,616 ) $ ( 46 ) $ 276 $ 5,927 $ 38,405 $ 29,946

2022 ( 11,677 ) ( 46 ) 276 4,807 27,348 20,708

2023 ( 10,040 ) ( 46 ) 276 3,921 22,537 16,648

2024 ( 8,929 ) ( 46 ) 276 3,063 17,689 12,053

2025 ( 8,197 ) ( 46 ) 276 2,011 13,701 7,745

Thereafter ( 14,760 ) ( 1,397 ) 15,860 5,231 25,610 30,544

$ ( 68,219 ) $ ( 1,627 ) $ 17,240 $ 24,960 $ 145,290 $ 117,644

Weighted average remaining lease term 7 years 35 years 64 years 7 years 6 years 10 years

The carrying amount of goodwill did not change during the years ended December 31, 2020 and 2019.

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At December 31, 2020 and 2019, other assets included the following (in thousands):

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Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $ 32,582 and $ 29,131 in 2020 and 2019, respectively

17,211 17,791

Prepaid expenses and other assets 6,095 5,924

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Line of credit deferred financing costs, net of accumulated amortization of $ 4,461 and $ 2,952 in 2020 and 2019, respectively

$ 49,939 $ 59,449

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.

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The following table summarizes the terms of notes payable outstanding at December 31, 2020 and 2019 (in thousands):

Interest Rate

2019 Senior Notes, Unsecured

Description Interest Rate Maturity 2020 2019

Unsecured Notes:

Credit Facility, Unsecured 1.19 % 2023 $ 232,400 $ 251,500

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2017 Senior Notes, Unsecured 3.91 % 2025 250,000 250,000

Fifth Third Center

2019 Senior Notes, Unsecured 3.86 % 2028 250,000 250,000

Colorado Tower

2019 Senior Notes, Unsecured 3.78 % 2027 125,000 125,000

2017 Senior Notes, Unsecured 4.09 % 2027 100,000 100,000

1,482,400 1,501,500

Secured Mortgage Notes:

Fifth Third Center 3.37 % 2026 137,057 140,332

Terminus 100 5.25 % 2023 114,997 118,146

Colorado Tower 3.45 % 2026 114,660 117,085

Promenade 4.27 % 2022 92,593 95,986

816 Congress 3.75 % 2024 78,232 79,987

Terminus 200 3.79 % 2023 74,354 76,079

Legacy Union One 4.24 % 2023 66,000 66,000

Meridian Mark Plaza 6.00 % 2020 — 22,978

677,893 716,593

$ 2,160,293 $ 2,218,093

Unamortized premium 7,574 11,239

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Weighted average maturity of notes payable outstanding at December 31, 2020 was 4.6 years.

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Credit Facility

The Company has a $ 1 billion senior unsecured line of credit (the "Credit Facility") that matures on January 3, 2023.

The Credit Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 1.75 ;

a fixed charge coverage ratio of at least 1.50 ;

The Credit Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 1.75 x;

a fixed charge coverage ratio of at least 1.50 x;

a secured leverage ratio of no more than 40 %;

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The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

The Company is in compliance with all covenants of the Credit Facility.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio, and may, at the election of the Company, be determined based on either (1) the current LIBOR plus a spread of between 1.05 % and 1.45 %, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50 %, or the one-month LIBOR plus 1.0 % (the "Base Rate"), plus a spread of between 0.10 % or 0.45 %, based on leverage.

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The Company has a $ 250 million unsecured term loan (the "Term Loan") that matures on December 2, 2021.

Through January 21, 2018, the Term Loan contained financial covenants substantially consistent with those of the Credit Facility.

On January 22, 2018, the Term Loan was amended to make the financial covenants consistent with those of the Credit Facility.

The Term Loan has financial covenants consistent with those of the Credit Facility.

The interest rate applicable to the Term Loan varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current LIBOR plus a spread of between 1.20 % and 1.70 %, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50 % or the one-month LIBOR plus 1.00 % (the “Base Rate”), plus a spread of between 0.00 % and 0.75 %, based on leverage.

At December 31, 2020, the Term Loan's spread over LIBOR was 1.20 %.

The Company is in compliance with all covenants of the Term Loan.

Unsecured Senior Notes

In June 2019, the Company closed a $ 650 million private placement of unsecured senior notes, which were issued in three tranches.

The first tranche of $ 125 million has an 8-year maturity and a fixed annual interest rate of 3.78 % .

The second tranche of $ 250 million has a 9-year maturity and a fixed annual interest rate of 3.86 % .

The third tranche of $ 275 million has a 10-year maturity and a fixed annual interest rate of 3.95 % .

The Company has two existing tranches of unsecured senior notes, totaling $ 350 million , that were funded in two tranches.

In 2019, the Company issued a $ 650 million private placement of unsecured senior notes, which were funded in three tranches.

The first tranche of $ 125 million is due in 2027 and has a fixed annual interest rate of 3.78 %.

The second tranche of $ 250 million is due in 2028 and has a fixed annual interest rate of 3.86 %.

The unsecured senior notes contain financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 1.75 ;

a fixed charge coverage ratio of at least 1.50 ;

The third tranche of $ 275 million is due in 2029 and has a fixed annual interest rate of 3.95 %.

In 2017, the Company issued a $ 350 million private placement, which were funded in two tranches.

The first tranche of $ 100 million is due in 2027 and has a fixed annual interest rate of 4.09 %.

The second tranche of $ 250 million is due in 2025 and has a fixed annual interest rate of 3.91 %.

The unsecured senior notes contain financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 1.75 x;

a fixed charge coverage ratio of at least 1.50 x;

an overall leverage ratio of no more than 60 %;

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The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default.

Mortgage Loan Information

In connection with the purchase of its partner's interest in TOH, the Company consolidated TOH and recorded the assets and liabilities as fair value, including the venture's mortgage notes.

Terminus 100 has a $ 118.1 million mortgage note, which is due in 2023 and has a 5.25 % fixed rate.

Terminus 200 has a $ 76.1 million mortgage note, which is due in 2023 and has a 3.79 % fixed rate.

In 2018, the Company repaid in full the $ 22.2 million The Pointe mortgage note, without penalty.

As of December 31, 2019 , the Company had $ 716.6 million outstanding on eight non-recourse mortgage notes.

Assets with depreciated carrying values of $ 1.1 billion were pledged as security on these mortgage notes payable.

The Company is in compliance with all covenants of the unsecured senior notes.

Secured Mortgage Notes

In February 2020, the Company prepaid in full the $ 23.0 million Meridian Mark Plaza mortgage note, without penalty.

Debt Associated with the Merger

In connection with the Merger, the Company assumed and immediately repaid $ 679.0 million in unsecured variable rate debt of TIER with proceeds from its Credit Facility.

The Company also assumed the Legacy Union One mortgage loan with a $ 66.0 million principal balance and a fixed interest rate of 4.24 % .

Subsequent to the Merger, the Company repaid the majority of the Credit Facility borrowings related to the Merger with proceeds from the $ 650 million private placement of unsecured senior notes discussed above.

As of December 31, 2020, the Company had $ 677.9 million outstanding on seven non-recourse mortgage notes.

All interest rates on the secured mortgage notes are fixed.

Assets with depreciated carrying values of $ 1.1 billion were pledged as security on these mortgage notes payable.

Other Debt Information

At December 31, 2019 and 2018 , the estimated fair value of the Company’s notes payable was $ 2.3 billion and $ 1.1 billion , respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2019 and 2018 .

At December 31, 2020 and 2019, the estimated fair value of the Company’s notes payable was $ 2.3 billion c alculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2020 and 2019.

The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship.

These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers.

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For the years ended December 31, 2020, 2019, and 2018, interest was recorded as follows (in thousands):

2020 2019 2018

Total interest incurred $ 74,929 $ 65,182 $ 44,332

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Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2020 are as follows (in thousands):

2021 $ 266,368

Thereafter 970,126

OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of December 31, 2020 and December 31, 2019 included the following (in thousands):

Ground lease liability $ 58,619 $ 59,379

Prepaid rent 30,479 33,428

Security deposits 13,098 13,544

Restricted stock unit liability 10,613 16,592

Other liabilities 5,294 11,185

$ 118,103 $ 134,128

COMMITMENTS AND CONTINGENCIES

The Company had no letters of credit outstanding at year end and outstanding performance bonds totaling $ 1.1 million at December 31, 2019 .

The Company had no letters of credit outstanding and had outstanding performance bonds totaling $ 577,000 at December 31, 2020.

As a lessor, the Company had a total of $ 153.5 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2020.

As a lessee, the Company had future obligations for operating leases other than ground leases of $ 404,000 at December 31, 2019 .

The Company is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance.

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Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

Contingencies

Recent events related to the COVID-19 pandemic and the actions taken to contain it have created substantial uncertainty for all businesses, including the Company.

The Company’s consolidated financial statements as of and for the

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year ended December 31, 2020 have been prepared in light of these circumstances.

Without any impairments on held for use long-lived investments or significant valuation adjustments to amounts due from tenants.

However, circumstances related to the COVID-19 pandemic may result in recording impairments or material valuation adjustments to amounts due from tenants in future periods.

STOCKHOLDERS' EQUITY

In 2019, the Company issued 41.6 million shares of common stock in connection with the Merger.

In 2017, the Company issued 6.3 million shares of common stock, resulting in gross proceeds to the Company of $ 212.9 million .

The Company recorded $ 1.1 million in legal, accounting, and other expenses associated with the issuance resulting in net proceeds of $ 211.8 million .

The Company used the net proceeds from this offering to reduce indebtedness.

During the year ended December 31, 2017, certain holders of CPLP units redeemed 300,821 units in exchange for shares of the Company's common stock.

The aggregate value at the time of these transactions was $ 10.1 million based upon the value of the Company's common stock at the time of the transactions.

As of December 31, 2019 , the Company had 1.7 million shares of limited voting preferred stock outstanding.

Each share of limited voting preferred stock has a par value of $ 1 per share and is "paired" with a limited partnership unit in CPLP.

A share of Cousins limited voting preferred stock will be automatically redeemed by Cousins without consideration if such share's paired limited partnership unit in CPLP is transferred or redeemed.

Holders of the limited voting preferred stock are entitled to one vote on the following matters only:

In the first quarter of 2020, the Company issued 1.7 million shares of common stock in connection with the redemption of 1.7 million limited partnership units in CPLP.

Each of the redeemed limited partnership units in CPLP was "paired" with a share of limited voting preferred stock with a par value of $ 1 per share.

The shares of limited voting preferred stock were automatically redeemed by Cousins without consideration when their paired limited partnership unit in CPLP was redeemed.

Holders of limited voting preferred stock are entitled to one vote on the following matters only:

the election of directors, any proposed amendment of the Company's Articles of Incorporation, any merger or other business combination of the Company, any sale of substantially all of the Company's assets, and any liquidation of the Company.

Holders of limited voting preferred stock are not entitled to any dividends or distributions and the limited voting preferred stock is not convertible into or exchangeable for any other property or securities of the Company.

In 2019, the Company issued 41.6 million shares of common stock in connection with the Merger.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9 % of the Company’s total common and preferred stock, subject to waiver by the Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2020, 2019, and 2018 to meet REIT distribution requirements (in thousands):

2020 2019 2018

Common and preferred dividends $ 176,272 $ 142,940 $ 107,167

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Distributions

Nondividend Distributions

AMT Adjustment (2)

Represents a portion of the dividend allocated to long-term capital gain.

The Company apportioned certain 2017 alternative minimum tax adjustments to its shareholders.

Individual taxpayers should refer to Internal Revenue Service Form 6251, Alternative Minimum Tax - Individuals.

Corporate taxpayers should refer to Internal Revenue Service Form 4626, Alternative Minimum Tax - Corporations.

Per Share Ordinary

Dividends Long-Term

Capital Gain Unrecaptured

Gain Nondividend Distributions Section 199A Dividends Section 1061 One Year Amounts Disclosure (1) Section 1061 Three Year Amounts Disclosure (1)

2020 $ 1.190000 $ — $ 1.190000 $ 0.417166 $ — $ — $ 0.320351 $ 0.320351

2019 $ 1.130000 $ 0.983133 $ 0.146867 $ — $ — $ 0.983133 $ — $ —

2018 $ 1.020000 $ 1.005584 $ 0.014416 $ — $ — $ 1.005584 $ — $ —

(1) Amounts included in Box 2a, Total Capital Gain Distributions, for purposes of section 1061 of the Internal Revenue Code.

Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests."

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REVENUE RECOGNITION

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For the years ended December 31, 2020, 2019, and 2018, the Company recognized fee and other revenue of $ 18.5 million, $ 28.8 million, and $ 11.8 million, respectively.

T he following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2019 , accounted for in accordance with ASC 842 and as of December 31, 2018 , accounted for in accordance with ASC 840, respectively (in thousands):

The following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2020, accounted for in accordance with ASC 842 and as of December 31, 2020, accounted for in accordance with ASC 840, respectively (in thousands):

December 31, 2020

2021 $ 513,015

Thereafter 1,390,864

December 31, 2019

2020 $ 502,147

Thereafter 1,358,674

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STOCK-BASED COMPENSATION

The Company has several types of stock-based compensation — stock options, restricted stock, and restricted stock units ("RSUs").

The Company's compensation expense in 2020 relates to restricted stock and RSUs awarded in 2020, 2019, 2018, and 2017.

Restricted stock and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed.

The 2019 and 2018 RSUs are liability-classified awards (settled in cash) for which the expense fluctuates from period to period dependent, in part, on the Company's stock price.

For 2020, 2019, and 2018, stock-based compensation expense, net of forfeitures, was recorded as follows (in thousands):

2020 2019 2018

Equity-classified awards:

Restricted stock $ 2,555 $ 2,468 $ 2,257

Market based RSUs 1,255 — —

Performance based RSUs 428 — —

Director grants 1,060 1,362 1,142

Total equity-classified award expense, net of forfeitures 5,298 3,830 3,399

Liability-classified awards

Market based RSUs 2,498 6,306 2,712

Performance based RSUs 258 1,814 963

Time vested RSUs 633 1,040 357

Dividend equivalent units 675 740 532

Total liability-classified award expense, net of forfeitures 4,064 9,900 4,564

Total stock-based compensation expense, net of forfeitures $ 9,362 $ 13,730 $ 7,963

On April 23, 2019, the Company's stockholders approved the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors.

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The Company also maintains the Cousins Properties Incorporated 2009 Incentive Stock Plan (the "2009 Plan") and the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the “RSU Plan”), as amended, although no further issuances are permitted under the 2009 Plan or RSU Plan.

Information on stock options, restricted stock, and restricted stock units granted to employees and directors is discussed below.

Stock Options

At December 31, 2019 , the Company had 66,999 stock options outstanding to key employees and outside directors, which are exercisable for common stock, all of which are fully vested.

Information on the Company's equity-classified and liability-classified awards is discussed below.

Equity-Classified Awards

During 2020, the Company granted three types of equity-classified awards to key employees:

(1) RSUs based on the total stockholder return of the Company, as defined, relative to that of office peers included in the SNL US Office REIT Index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “Performance-based RSUs”), (3) and restricted stock.

During 2019 and 2018, the only equity-based awards granted were restricted stock.

The RSU awards are equity-classified awards to be settled in stock with issuance dependent upon the attainment of required service, market, and performance criteria.

For the 2020 Market-based RSUs the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the vesting period, adjusting only for forfeitures when they occur.

The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest.

For the 2020 Performance-based RSUs the Company expenses the awards over the vesting period using the grant date fair market value of the Company's stock on the grant date.

The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur.

The measurement period for both RSUs awarded in 2020 is three years starting on January 1st of the year of issuance and ending on December 31st.

The ultimate settlement of these awards can range from 0 % to 200 % of the targeted number of units depending on the achievement of the market and performance metrics described above.

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The Company estimates future expense for all equity-classified RSUs outstanding at December 31, 2020 to be $ 2.7 million (using estimated vesting percentages for performance-based RSUs as of December 31, 2020), which will be recognized over a weighted-average period of 2.1 years.

In 2020 2019, and 2018, the Company issued 71,421 , 65,824 , and 78,799 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date.

In 2020, 2019, and 2018, the Company also issued 34,059 , 37,166 , and 29,638 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date.

The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital.

The Company records compensation expense over the vesting period.

As of December 31, 2020, the Company had $ 2.7 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.5 years.

The total vesting-date fair value of the restricted stock which vested during 2020, 2019, and 2018 was $ 3.2 million, $ 2.6 million, and $ 2.3 million, respectively.

The following table summarizes equity-classified award activity for the years ended December 31, 2020, 2019, and 2018 (shares in thousands):

2020 2019 2018

Shares Weighted Average Fair Market Value at Grant Shares Weighted Average Fair Market Value at Grant Shares Weighted Average Fair Market Value at Grant

Shares unvested at beginning of the year 141 $ 34.81 148 $ 33.08 139 $ 31.72

Granted 173 $ 44.13 66 $ 35.64 78 $ 34.04

Vested ( 82 ) $ 34.69 ( 72 ) $ 34.09 ( 64 ) $ 31.32

Forfeited ( 11 ) $ 41.10 ( 1 ) $ 34.46 ( 5 ) $ 32.88

Shares unvested at end of year 221 $ 41.90 141 $ 34.81 148 $ 33.08

The Monte Carlo valuation used to determine the grant date fair value of the equity-classified Market-based RSUs included the following assumptions for those RSUs granted in 2020:

Volatility (1) 18.00 %

Risk-free rate (2) 1.34 %

Stock beta (3) 1.04 %

(1) Based on historical volatility over three years using daily stock price.

(2) Reflects the yield on three-year Treasury bonds.

(3) Betas are calculated with up to three years of daily stock price data.

Dividend equivalents for the 2020 RSUs will be settled in shares of the Company's common stock based upon the number of units vested.

The Company accrues for these dividend equivalent units over the measurement period as dividends are declared and they are included in distributions in excess of cumulative net income on the consolidated balance sheet.

The targeted number of non-vested equity-classified RSUs at December 31, 2020 is 97,315 .

All shares of restricted stock receive dividends and have voting rights during the vesting period.

In addition to the equity-classified RSUs and restricted stock, at December 31, 2020, the Company had 28,351 stock options outstanding to key employees and outside directors, which are exercisable for common stock, all of which are fully vested.

In 2020, 2019, and 2018, there were no stock option grants to employees or directors, and the Company recognized no compensation expense related to stock options.

During 2019 , the Company issued 10,451 shares for option exercises.

During 2018, the Company issued 11,827 shares and paid $ 945,000 for option exercises.

As of December 31, 2019 , the intrinsic value of the options outstanding and exercisable was $ 1.2 million .

During 2020 and 2019, the Company issued 12,373 and 10,451 shares for option exercises, respectively.

As of December 31, 2020, the intrinsic value of the options outstanding and exercisable was $ 225,000 .

The intrinsic value is calculated using the exercise prices of the options compared to the market value of the Company’s stock.

At December 31, 2020 and 2019, the weighted-average contractual lives for the options outstanding and exercisable were 0.1 years and 0.6 years, respectively.

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The following is a summary of stock option activity for the years ended December 31, 2020, 2019, and 2018 (options in thousands):

Weighted Average

Exercise Price Per Option

Outstanding at December 31, 2016

Forfeited/Expired

Outstanding at December 31, 2017

Forfeited/Expired

Outstanding at December 31, 2018

2020 2019 2018

Number of Options Weighted Average Exercise Price Per Option Number of Options Weighted Average Exercise Price Per Option Number of Options Weighted Average Exercise Price Per Option

Outstanding at beginning of year 67 $ 23.13 114 $ 24.00 232 $ 26.36

Exercised ( 37 ) $ 21.28 ( 42 ) $ 25.59 ( 114 ) $ 26.40

Forfeited/Expired ( 2 ) $ 22.76 ( 5 ) $ 25.32 ( 4 ) $ 74.88

Outstanding at December 31, 2019

Options Exercisable at December 31, 2019

Restricted Stock

In 2019 , 2018 , and 2017 , the Company issued 65,824 , 78,799 , and 77,072 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date.

In 2019 , 2018 , and 2017 , the Company also issued 37,166 , 29,638 , and 30,219 shares, respectively, of stock to independent members of the board of directors which vested immediately

on the issuance date.

All shares of restricted stock receive dividends and have voting rights during the vesting period.

The Company records compensation expense over the vesting period.

Compensation expense related to restricted stock was $ 2.5 million , $ 2.3 million , and $ 2.0 million in 2019 , 2018 , and 2017 , respectively.

As of December 31, 2019 , the Company had $ 2.7 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.7 years.

The total fair value of the restricted stock which vested during 2019 , 2018 , and 2017 was $ 2.6 million , $ 2.3 million , and $ 2.0 million , respectively.

The following table summarizes restricted stock activity for the years ended December 31, 2019 , 2018 , and 2017 (shares in thousands):

Weighted-Average Grant Date

Non-vested restricted stock at December 31, 2016

Non-vested restricted stock at December 31, 2017

Non-vested restricted stock at December 31, 2018

Non-vested restricted stock at December 31, 2019

Restricted Stock Units

During 2019 , 2018 , and 2017 , the Company awarded two types of performance-based RSUs to key employees:

one based on the total stockholder return of the Company, as defined, relative to that of office peers included in the SNL US Office REIT Index (the "TSR RSUs") and the other based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “FFO RSUs”).

The performance period for these awards is three years and the ultimate payout of these awards can range from 0 % to 200 % of the targeted number of units depending on the achievement of the performance metrics described above.

Both of these RSUs are to be settled in cash with payment dependent upon the attainment of required service, market, and performance criteria.

The Company expenses an estimate of the fair value of the TSR RSUs over the performance period using a quarterly Monte Carlo valuation.

The Company expenses the FFO RSUs over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting.

Dividend equivalents on the TSR RSUs and FFO RSUs will also be paid based upon the percentage vested.

The targeted number of performance-based RSUs outstanding at December 31, 2019 are 92,649 , 110,488 , and 94,845 related to the 2019 , 2018 , and 2017 grants, respectively.

The following table summarizes the performance-based RSU activity for the years ended December 31, 2019 , 2018 , and 2017 (in thousands):

Outstanding at December 31, 2016

Outstanding at December 31, 2017

Outstanding at December 31, 2018

Outstanding at December 31, 2019

During 2019 , 2018 , and 2017 , the Company granted 42,809 , 4,459 , and 66,181 time-vested RSUs, respectively, to key employees.

The vesting period for these awards is three years .

The value of each unit is equal to the fair market value of one share of common stock.

These RSUs are to be settled in cash with payment dependent upon the attainment of the required service criteria.

Dividend equivalent units will be paid based on the number of RSUs granted.

For the 2018 and 2017 time-vested RSU grants, these dividend payments have been and will continue to be made concurrently with the payment of common dividends.

Outstanding at end of year 28 $ 25.55 67 $ 23.13 114 $ 24.00

Liability-Classified Awards

During 2019, and 2018, the Company awarded three types of liability-classified awards to key employees:

(1) Market-based RSUs, (2) Performance-based RSUs, (3) and Service-based RSUs.

The 2019 and 2018 RSU awards are liability-classified awards to be settled in cash with payment dependent upon the attainment of required market, performance, and service criteria.

The vesting period for the Market-based and Performance-based RSUs is three years starting on January 1st of the year of issuance and ending on December 31st.

The vesting period for the Service-based RSUs is three years beginning with grant date.

For the 2019 and 2018 Market-based RSUs the Company expenses an estimate of the fair value of the awards over the vesting period using a quarterly Monte Carlo valuation.

For the 2019 and 2018 Performance-based RSUs the Company expenses the awards over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting.

For the 2019 and 2018 Service-based RSUs expenses the awards ratably over the vesting period using the fair market value of the Company's stock at the reporting date.

The following table summarizes the Company's liability-classified award activity during the years ended December 31, 2020, 2019, and 2018 (shares in thousands):

2020 2019 2018

Shares Shares Shares

Shares unvested at beginning of the year 316 276 262

Granted — 136 117

Vested ( 172 ) ( 95 ) ( 94 )

Forfeited ( 9 ) ( 1 ) ( 9 )

Shares unvested at end of year 135 316 276

Dividend equivalents on the 2019 and 2018 Market-based RSUs and Performance-based RSUs will be paid based upon the percentage vested.

The Company accrues for and expenses these dividend equivalent units over the measurement period as dividends are declared, based on the latest projected vesting percentage.

The targeted number of non-vested Market-based and Performance-based RSUs at December 31, 2020 are 87,645 related to the 2019 grants.

For Service-based RSUs dividend equivalent units will be paid based on the number of RSUs granted.

For the 2018 time-vested RSU grants, these dividend payments have been and will continue to be made concurrently with the payment of common dividends.

For the 2019 time-vested RSU grants, dividend equivalent units will be paid out at the time of vesting.

The Company estimates future expense for all types of RSUs outstanding at December 31, 2019 to be $ 6.5 million (using stock prices and estimated target percentages as of December 31, 2019 ), which will be recognized over a weighted-average period of 1.1 years.

During 2019 , total cash paid for all types of RSUs and related dividend payments was $ 6.1 million .

During 2019 , 2018 , and 2017 , $ 9.9 million , $ 4.6 million , and $ 7.0 million , respectively, was recognized as compensation expense related to RSUs.

The Company accrues, expenses, and/or pays for these dividend equivalent units over the service period as dividends are declared.

The Company estimates future expense for all types of liability-classified RSUs outstanding at December 31, 2020 to be $ 2.5 million (using stock prices and estimated target percentages as of December 31, 2020), which will be recognized over a weighted-average period of 1.4 years.

During 2020, total cash paid for all types of liability-classified RSUs and related dividend payments was $ 9.9 million.

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RETIREMENT SAVINGS PLAN

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On January 1, 2019, the Company began contributing 3 % of an employee's eligible compensation to the plan, which is fully vested after the employee has been with the Company for two years .

The Company may change this percentage at its discretion;

The Company may change this percentage at its discre tion;

and, in addition, the Company could decide to make discretionary contributions in the future.

The Company contributed $ 913,000 , $ 647,000 , and $ 764,000 to the Retirement Savings Plan for the 2019 , 2018 , and 2017 plan years, respectively.

The Company contributed $ 1.0 million, $ 913,000 , and $ 647,000 to the Retirement Savings Plan for the 2020, 2019, and 2018 plan years, respectively.

The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes follows ($ in thousands):

Federal income tax benefit (expense)

2020 2019 2018

Amount Rate Amount Rate Amount Rate

Federal income tax benefit (expenses) $ 125 21 % $ ( 65 ) ( 21 ) % $ 143 21 %

State income tax benefit (expense), net of federal income tax effect 24 4 ( 12 ) ( 4 ) 27 4

Deferred tax adjustment 21 4 127 41 — —

Change in deferred tax assets as a result of change in tax law

Excess tax benefits of capital losses 404 68 — — — —

Valuation allowance ( 586 ) ( 98 ) ( 45 ) ( 15 ) ( 174 ) ( 26 )

Benefit applicable to income (loss) from continuing operations

Increase in book revenue allowance ( 89 ) ( 15 ) — — — —

Other 101 16 ( 5 ) ( 1 ) 4 1

Benefit applicable to net income (loss) $ — — % $ — — % $ — — %

The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2020 and 2019 are as follows (in thousands):

Income from unconsolidated joint ventures $ 32 $ 27

Federal and state tax carryforwards

Total deferred tax assets

Valuation allowance

Federal and state tax net operating loss carryforwards 696 702

Federal and state tax capital loss carryforwards 582 118

Other asset 104 —

Gross deferred tax asset 1,414 847

Other liability — ( 19 )

Net deferred tax asset 1,414 828

Valuation allowance ( 1,414 ) ( 828 )

Net deferred tax asset after valuation allowance $ — $ —

A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized.

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This evidence includes, among other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards and available tax planning strategies.

As of December 31, 2019 and 2018 the deferred tax asset of CTRS equaled $ 828,000 and $ 783,000 , respectively, with a valuation allowance placed against the full amount of each.

As of December 31, 2020 and 2019 the net deferred tax asset of CTRS equaled $ 1.4 million and $ 828,000 , respectively, with a valuation allowance placed against the full amount of each.

The conclusion that a valuation allowance should be recorded as of December 31, 2020 and 2019 was based on the lack of evidence that CTRS could generate future taxable income to realize the benefit of the deferred tax assets.

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EARNINGS PER SHARE

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Year Ended December 31

2020 2019 2018

Earnings per common share - basic:

Net income $ 238,114 $ 152,683 $ 80,765

Net income attributable to noncontrolling interests in CPLP ( 315 ) ( 1,952 ) ( 1,345 )

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Earnings per common share - diluted:

Net income $ 238,114 $ 152,683 $ 80,765

Net income attributable to other noncontrolling interests ( 521 ) ( 313 ) ( 256 )

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Potential dilutive common shares - stock options 8 27 48

Potential dilutive restrictive stock units - RSUs, less shares assumed purchased at market price 54 — —

Weighted average units of CPLP convertible into common shares 297 1,744 1,744

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These anti-dilutive stock options are not included in the current calculation of dilutive weighted average shares, but could be dilutive in the future.

As of December 31, 2017 , the number of anti-dilutive stock options was 6,000 , respectively.

There were no anti-dilutive stock options outstanding as of December 31, 2020, 2019, and 2018.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):

2020 2019 2018

Interest paid, net of amounts capitalized $ 62,641 $ 38,062 $ 43,166

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Non-Cash Transactions:

Non-cash assets and liabilities assumed in TIER transaction

Transfer from projects under development to operating properties 443,932 — 325,490

Transfer from operating properties and related liabilities to assets and liabilities of real estate assets held for sale 188,378 318,516 —

Ground lease right-of-use assets and associated liabilities

Transfer from investment in unconsolidated joint venture to operating properties

Common stock dividends declared and accrued 44,681 42,559 27,326

Change in accrued property acquisition, development, and tenant asset expenditures ( 25,745 ) 4,891 ( 18,104 )

Transfer from land held and other assets to projects under development 22,771 — —

Non-cash assets and liabilities assumed in TIER transaction — 1,512,373 —

Ground lease right-of-use assets and associated liabilities — 56,294 —

Transfer from investment in unconsolidated joint ventures to operating properties — 50,781 —

Non-cash consideration for property acquisition — 10,071 —

Transfer from projects under development to operating properties

Cumulative effect of change in accounting principle — — 22,329

Transfer from investment in unconsolidated joint ventures to projects under development — — 7,025

(1) This represents state income taxes paid in conjunction with gains from sales transaction.

See notes 5 and 8 for disclosure of related expense.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash recorded on the balance sheet to cash, cash equivalents, and restricted cash in the statements of cash flows (in thousands):

Year Ended December 31,

2020 2019 2018

Cash and cash equivalents $ 4,290 $ 15,603 $ 2,547

6 unchanged sentences

The segments by geographical region are:

Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, Orlando, and Other.

In 2017, the Company sold its Orlando Properties.

These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of product and the geographical location.

Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and Other.

Included in Other are properties located in Chapel Hill, Fort Worth, Houston, and a property in Cherry Hill, New Jersey, which was sold in February 2020.

Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments in part based on net operating income (“NOI”).

NOI represents rental property revenues, less termination fee income, less rental property operating expenses.

NOI represents rental property revenues, less termination fees, less rental property operating expenses.

NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity.

1 unchanged sentence

The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets.

NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

NOI excludes corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, gain/loss on extinguishment of debt, transaction costs and other non-operating items.

Table of C ontents

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions.

Information on the Company's segments along with a reconciliation of net income available to common stockholders to NOI is as follows (in thousands):

Year Ended December 31, 2019

Information on the Company's segments along with a reconciliation of NOI to net income for years ended December 31, 2020, 2019, and 2018 are as follows (in thousands):

Year Ended December 31, 2020 Office Mixed-Use Total

Atlanta $ 255,594 $ 602 $ 256,196

Austin 210,229 — 210,229

Charlotte 96,537 — 96,537

Dallas 18,143 — 18,143

Phoenix 50,671 — 50,671

Tampa 54,261 — 54,261

Other 59,285 4,895 64,180

Total segment revenues 744,720 5,497 750,217

Company's share of rental property revenues from unconsolidated joint ventures ( 22,837 ) ( 5,497 ) ( 28,334 )

Total rental property revenues $ 721,883 $ — $ 721,883

Year Ended December 31, 2019 Office Mixed-Use Total

Atlanta $ 242,209 $ 8 $ 242,217

Austin 160,196 — 160,196

Charlotte 120,214 — 120,214

Dallas 9,421 — 9,421

Phoenix 51,586 — 51,586

Tampa 54,216 — 54,216

Other 38,732 4,630 43,362

Total segment revenues 676,574 4,638 681,212

Company's share of rental property revenues from unconsolidated joint ventures ( 47,823 ) ( 4,638 ) ( 52,461 )

Total rental property revenues $ 628,751 $ — $ 628,751

Year Ended December 31, 2018 Office Mixed-Use Total

Atlanta $ 206,692 $ — $ 206,692

Austin 104,817 — 104,817

Charlotte 92,398 — 92,398

Phoenix 51,238 — 51,238

Tampa 49,822 — 49,822

Other 2,207 3,724 5,931

Total segment revenues 507,174 3,724 510,898

Company's share of rental property revenues from unconsolidated joint ventures ( 43,773 ) ( 3,724 ) ( 47,497 )

Total rental property revenues $ 463,401 $ — $ 463,401

Table of C ontents

NOI by reportable segment for the years ended December 31, 2020, 2019, and 2018 are as follows (in thousands):

Year Ended December 31, 2020 Office Mixed-Use Total

Net Operating Income:

Atlanta $ 172,588 $ ( 49 ) $ 172,539

Austin 125,215 — 125,215

Charlotte 65,203 — 65,203

Dallas 14,586 — 14,586

Phoenix 37,358 — 37,358

Tampa 33,440 — 33,440

Other 34,346 3,347 37,693

Total Net Operating Income $ 482,736 $ 3,298 $ 486,034

Year Ended December 31, 2018

Year Ended December 31, 2019 Office Mixed-Use Total

Net Operating Income:

Atlanta $ 158,093 $ ( 48 ) $ 158,045

Austin 93,311 — 93,311

Charlotte 77,082 — 77,082

Dallas 7,473 — 7,473

Phoenix 37,247 — 37,247

Tampa 33,586 — 33,586

Other 21,939 3,107 25,046

Total Net Operating Income $ 428,731 $ 3,059 $ 431,790

Year Ended December 31, 2017

Year Ended December 31, 2018 Office Mixed-Use Total

Net Operating Income:

Atlanta $ 131,564 $ — $ 131,564

Charlotte 62,812 — 62,812

Austin 60,474 — 60,474

Phoenix 36,875 — 36,875

Tampa 30,514 — 30,514

Other 1,581 2,243 3,824

Total Net Operating Income $ 323,820 $ 2,243 $ 326,063

Table of C ontents

The following reconciles Net Income to Net Operating Income for each of the periods presented (in thousands):

Year Ended December 31,

2020 2019 2018

Net income $ 238,114 $ 152,683 $ 80,765

Net operating income from unconsolidated joint ventures 18,836 32,413 28,888

Fee income ( 18,226 ) ( 28,518 ) ( 10,089 )

Termination fee income ( 3,835 ) ( 7,228 ) ( 1,548 )

Other income ( 231 ) ( 246 ) ( 1,722 )

Reimbursed expenses 1,580 4,004 3,782

1 unchanged sentence

Interest expense 60,605 53,963 39,430

Impairment 14,829 — —

Depreciation and amortization 288,648 257,149 181,382

Acquisition and transaction costs

Transaction costs 428 52,881 248

Other expenses 2,091 1,109 556

1 unchanged sentence

Income from unconsolidated joint ventures ( 7,947 ) ( 12,666 ) ( 12,224 )

Gain on sale of investment in unconsolidated joint ventures, net ( 45,767 ) — —

Gain on sale of investment properties ( 90,125 ) ( 110,761 ) ( 5,437 )

Net Operating Income $ 486,034 $ 431,790 $ 326,063

Revenues by reportable segment, including a reconciliation to total rental property revenues on the consolidated statements of operations for years ended December 31, 2019 , 2018 , and 2017 are as follows (in thousands):

Year Ended December 31, 2019

Total segment revenues

Company's share of rental property revenues from unconsolidated joint ventures

Total rental property revenues

Year Ended December 31, 2018

Total segment revenues

Company's share of rental property revenues from unconsolidated joint ventures

Total rental property revenues

Year Ended December 31, 2017

Total segment revenues

Company's share of rental property revenues from unconsolidated joint ventures

Total rental property revenues

Table of C ontents

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

2 unchanged sentences

($ in thousands)

Initial Cost to Company

Costs Capitalized Subsequent

to Acquisition

Gross Amount at Which Carried

Initial Cost to Company Costs Capitalized Subsequent

to Acquisition Gross Amount at Which Carried

at Close of Period

Description/Metropolitan Area

Buildings and

Description/Metropolitan Area Encumbrances Land and

Improvements Buildings and

Improvements Land and

Sales, Transfers

Building and Improvements less Cost of Sales, Transfers and Other

and Other Building and Improvements less Cost of Sales, Transfers and Other Land and

Sales, Transfers

Building and Improvements less Cost of Sales, Transfers and Other

Depreciation (a)(b)

and Other Building and Improvements less Cost of Sales, Transfers and Other Total (a)(b) Accumulated

Depreciation (a)(b) Date of

Construction/

Life on Which Depreciation in 2018 Statement of Operations is Computed (c)

Renovation Date

Acquired Life on Which Depreciation in 2020 Statement of Operations is Computed (c)

OPERATING PROPERTIES

Corporate Center

Buckhead Plaza

One Eleven Congress

Bank of America Plaza

The Domain $ — $ 65,236 $ 755,143 $ 6,008 $ 230,349 $ 71,244 $ 985,492 $ 1,056,736 $ 35,842 — 2019 40 years

Terminus 189,352 49,050 410,826 — 23,451 49,050 434,277 483,327 19,471 — 2019 40 years

Northpark Town Center — 22,350 295,825 — 77,198 22,350 373,023 395,373 85,760 — 2014 39 years

Corporate Center — 2,468 272,148 17,282 64,426 19,750 336,574 356,324 51,978 — 2016 40 years

Spring & 8th — 28,131 — 426 301,774 28,557 301,774 330,331 29,922 2015 2015 40 years

Hayden Ferry — 13,102 262,578 ( 252 ) 26,676 12,850 289,254 302,104 49,929 — 2016 40 years

Buckhead Plaza — 35,064 234,111 — 23,652 35,064 257,763 292,827 38,761 — 2016 40 years

The Terrace — 27,360 247,226 — 7,558 27,360 254,784 282,144 14,028 — 2019 40 years

One Eleven Congress — 33,841 201,707 — 47,221 33,841 248,928 282,769 34,609 — 2016 40 years

One South at The Plaza (fka Bank of America Plaza) — 32,091 229,840 ( 417 ) 8,620 31,674 238,460 270,134 21,849 — 2019 40 years

Charlotte, NC

Briarlake Plaza

Fifth Third Center

Briarlake Plaza — 33,486 196,915 — 4,250 33,486 201,165 234,651 13,126 — 2019 40 years

Fifth Third Center 137,057 22,591 180,430 — 27,122 22,591 207,552 230,143 47,212 — 2014 40 years

Charlotte, NC

San Jacinto Center

3344 Peachtree

Colorado Tower

Legacy Union One

3350 Peachtree

Burnett Plaza

Fort Worth, TX

San Jacinto Center — 34,068 176,535 ( 579 ) 18,908 33,489 195,443 228,932 27,446 — 2016 40 years

3344 Peachtree — 16,110 176,153 — 29,835 16,110 205,988 222,098 29,947 — 2016 40 years

The RailYard — 22,831 178,323 — 44 22,831 178,367 201,198 391 — 2020 40 years

Charlotte, NC

Tempe Gateway

1200 Peachtree

3348 Peachtree

5950 Sherry Lane

Harborview Plaza

Research Park V

Meridian Mark Plaza

Avalon $ — $ 9,952 $ — $ 73 $ 168,102 $ 10,025 $ 168,102 $ 178,127 $ 13,323 2016 2016 40 years

Promenade 92,593 13,439 102,790 — 51,239 13,439 154,029 167,468 62,724 — 2011 34 years

Colorado Tower 114,659 1,600 — 20,592 127,434 22,192 127,434 149,626 41,443 2013 2013 30 years

816 Congress 78,232 6,817 89,891 20,625 31,626 27,442 121,517 148,959 35,373 — 2013 42 years

Legacy Union One 66,000 13,049 128,740 — 59 13,049 128,799 141,848 7,576 — 2019 40 years

3350 Peachtree — 16,836 108,177 — 11,450 16,836 119,627 136,463 18,294 — 2016 40 years

NASCAR Plaza — 51 115,238 — 7,505 51 122,743 122,794 19,656 — 2016 40 years

Charlotte, NC

Tempe Gateway — 5,893 95,130 — 6,912 5,893 102,042 107,935 15,867 — 2016 40 years

Domain Point — 17,349 71,599 — 4,949 17,349 76,548 93,897 4,580 — 2019 40 years

BBT Parking Garage — 15,318 69,780 33 1,007 15,351 70,787 86,138 1,166 — 2020 40 years

Charlotte, NC

1200 Peachtree — 19,495 62,836 ( 1 ) 977 19,494 63,813 83,307 2,934 — 2019 40 years

111 West Rio — 6,076 56,647 ( 127 ) 17,761 5,949 74,408 80,357 10,478 — 2017 40 years

3348 Peachtree — 6,707 69,723 — 2,884 6,707 72,607 79,314 12,540 — 2016 40 years

5950 Sherry Lane — 8,040 65,919 — 2,283 8,040 68,202 76,242 4,451 — 2019 40 years

The Pointe — 9,404 54,694 — 8,360 9,404 63,054 72,458 11,631 — 2016 40 years

Harborview Plaza — 10,800 39,136 — 10,175 10,800 49,311 60,111 7,487 — 2016 40 years

Research Park V — 4,373 — 801 42,393 5,174 42,393 47,567 10,300 2014 1998 30 years

Meridian Mark Plaza — 2,219 — — 31,698 2,219 31,698 33,917 22,979 1997 1997 30 years

Total Operating Properties 677,893 605,197 4,948,060 64,464 1,417,898 669,661 6,365,958 7,035,619 803,073

Initial Cost to Company

Costs Capitalized Subsequent

to Acquisition

Gross Amount at Which Carried

Table of C ontents

Initial Cost to Company Costs Capitalized Subsequent

to Acquisition Gross Amount at Which Carried

at Close of Period

Description/Metropolitan Area

Buildings and

Description/Metropolitan Area Encumbrances Land and

Improvements Buildings and

Improvements Land and

Sales, Transfers

Building and Improvements less Cost of Sales, Transfers and Other

and Other Building and Improvements less Cost of Sales, Transfers and Other Land and

Sales, Transfers

Building and Improvements less Cost of Sales, Transfers and Other

Depreciation (a)(b)

and Other Building and Improvements less Cost of Sales, Transfers and Other Total (a)(b) Accumulated

Depreciation (a)(b) Date of

Construction/

Life on Which Depreciation in 2018 Statement of Operations is Computed (c)

Renovation Date

Acquired Life on Which Depreciation in 2020 Statement of Operations is Computed (c)

HELD FOR SALE

Charlotte, NC

Cherry Hill, NJ

Burnett Plaza $ — $ 32,656 $ 90,104 $ ( 566 ) $ 7,622 $ 32,090 $ 97,726 $ 129,816 $ 8,123 — 2019 40 years

Fort Worth, TX

Total Properties Held for Sale — 32,656 90,104 ( 566 ) 7,622 32,090 97,726 129,816 8,123 —

PROJECTS UNDER DEVELOPMENT

Suburban Atlanta, GA

100 Mill — 13,156 — — 44,233 13,156 44,233 57,389 — 2020 2018

Total Projects Under Development — 13,156 — — 44,233 13,156 44,233 57,389 — —

South End Station — 28,134 — — — 28,134 — 28,134 — — 2020

Charlotte, NC

Legacy Union 2 & 3 — 22,724 — — — 22,724 — 22,724 — — 2019

Domain 14 & 15 — 21,000 — — — 21,000 — 21,000 — — 2019

303 Tremont — 18,779 — — — 18,779 — 18,779 — — 2020

Charlotte, NC

Domain 9 — 16,640 — — — 16,640 — 16,640 — — 2018

901 West Peachtree — 11,883 — 3,584 — 15,467 — 15,467 — — 2019

3354 Peachtree — 13,410 — — — 13,410 — 13,410 — — 2018

Burnett Plaza - Adjacent Land

Fort Worth, TX

100 Mill - Adjacent Land — 6,350 — — — 6,350 — 6,350 — — 2018

Domain Point 3 — 11,018 — — — 11,018 — 11,018 — — 2020

The Avenue Forsyth -Adjacent Land — 11,240 — ( 7,540 ) — 3,700 — 3,700 — — 2007

3 unchanged sentences

Total Properties $ 677,893 $ 817,375 $ 5,038,164 $ 59,938 $ 1,469,753 $ 877,313 $ 6,507,917 $ 7,385,230 $ 811,196

Table of C ontents

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

2 unchanged sentences

(in thousands)

Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2019 are as follows:

Accumulated Depreciation

(a) Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2020 are as follows:

Real Estate Accumulated Depreciation

2020 2019 2018 2020 2019 2018

Balance at beginning of period $ 7,158,069 $ 4,121,286 $ 3,893,799 $ 621,617 $ 421,495 $ 275,977

Additions during the period:

TIER merger — 2,222,989 — — — —

Acquisitions 286,252 542,502 48,920 — — —

Improvements and other capitalized costs

323,919 271,720 178,567 — — —

Depreciation expense — — — 234,057 200,122 145,518

3 unchanged sentences

Total Deductions ( 383,010 ) ( 428 ) — ( 44,478 ) — —

Balance at end of period before impairment charges 7,385,230 7,158,069 4,121,286 811,196 621,617 421,495

Cumulative impairment charges on real estate assets owned at end of period ( 14,829 ) — — — — —

Balance at end of period $ 7,370,401 $ 7,158,069 $ 4,121,286 $ 811,196 $ 621,617 $ 421,495

The aggregate cost for federal income tax purposes, net of depreciation, was $ 4.9 billion (unaudited) at December 31, 2019 .

Buildings and improvements are depreciated over 30 to 42 years.

(b) The aggregate cost for federal income tax purposes, net of depreciation, was $ 5.2 billion (unaudited) at December 31, 2020.

Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures