What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-03 compared with 2021-02-11 · 356 added, 409 removed, 1076 unchanged (42% 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, 2021, which follows this report of management.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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February 3, 2022

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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 information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in Item X in Part I of this report and is included under the captions “Proposal 1 - Election of Directors” and “Delinquent Section 16(a) Reports” in the Proxy Statement relating to the 2022 Annual Meeting of the Registrant’s Stockholders and is incorporated herein by reference.

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

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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 2022 Annual Meeting of the Registrant’s Stockholders has fee information for fiscal years 2021 and 2020 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 F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets—December 31, 2021 and 2020

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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.

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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.

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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.

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.

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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)(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.

10(a)(x v i ii )*

10(a)(xviii)*

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.

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.

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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)*

10(a)(xxiii)*

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.

10(a)(xx v ii )*

10(a)(xxvii)*

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 )*

10(a)(xxviii)*

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 )

10(a)(xxx i) *

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

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

10(a)(xxxii) *

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Stock Grant Certificate , filed as exhibit 10(a)(xxxi i) to the Registrant's Form 10-K filed for the year ended December 31, 2021.

10(a)(xxxiii)*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Certificate , filed as exhibit 10(a)(xxxiii) to the R egistrant's Form 10-K filed fo r the year ended December 31, 2021.

10(a)(xxxiv)*

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate , filed as exhibit 10(a)(xxxi v ) to the Registrant's Form 10-K filed for the year ended December 31, 2021.

Cousins Properties Incorporated 2021 Employee Stock Purchase Plan, filed as exhibit 10(a)(xxxv) to the Registrant's Form 8-K filed on November 1, 2021 and incorporated herein by reference.

10(a)(xxxvi)*†

Amendment Number One to the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan.

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.

Stockholders Agreement, dated April 28, 2016, by and among Cousins Properties Incorporated, TPG VI Pantera Holdings, L.P.

and TPG VI Management, LLC, filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.

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 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.

Amended and Restated Term Loan Agreement, dated June 28, 2021, by and among the Registrant, Cousins Properties LP, J.P.

Morgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, Truist Bank, and the other parties thereto, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended June 30, 2021, and incorporated herein by reference.

Equity Distribution Agreement, dated August 3, 2021, between Cousins Properties Incorporated, Cousin Properties LP and Morgan Stanley & Co.

LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC, as managers, Morgan Stanley & Co.

LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and Morgan Stanley & Co.

LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC, as forward sellers;

filed as Exhibit 1.1 to the Registrant's Current Form 8-K filed on August 3, 2021, 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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† 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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Hyland Director February 3, 2022

/s/ Dionne Nelson Director February 3, 2022

Dionne Nelson

Dary Stone Director February 3, 2022

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Cousins Properties Incorporated Page

Report of Independent Registered Public Accounting Firm F- 2

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets—December 31, 2021 and 2020 F- 4

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Notes to Consolidated Financial Statements F- 8

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Cousins Properties Incorporated

To the Stockholders and the Board of Directors of Cousins Properties Incorporated

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Revenue Recognition - Refer to Note 2 to the financial statements

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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 Company recognizes fixed lease payments, which excludes 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.

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

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reasonably be used by other parties;

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– 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, 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 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 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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6,839,394 6,452,341

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

Real estate assets and other assets held for sale, net — 125,746

Cash and cash equivalents 8,937 4,290

Restricted cash 1,231 1,848

Notes and accounts receivable 20,248 23,680

Accounts receivable 12,553 20,248

Deferred rents receivable 154,866 138,341

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Deferred income 74,515 62,319

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

69,846 83,105

Intangible liabilities, net 63,223 69,846

Other liabilities 111,864 118,103

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

Liabilities of real estate assets held for sale, net — 12,606

Total liabilities 2,711,634 2,611,860

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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;

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

Common stock, $ 1 par value per share, 300,000,000 shares authorized, 151,272,969 and 151,149,289 shares issued and outstanding in 2021 and 2020, respectively

151,273 151,149

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Gain on investment property transactions 152,547 90,125 110,761

Gain on extinguishment of debt — — 8

Net income 278,996 238,114 152,683

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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

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

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

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

Amortization of stock based compensation, net of

— ( 1 ) 2,469 — — 2,468 — 2,468

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

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

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

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

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

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

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

Amortization of stock based compensation, net of

— ( 7 ) 4,244 — — 4,237 — 4,237

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

Distributions to nonredeemable noncontrolling interest — — — — — — ( 1,156 ) ( 1,156 )

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Common stock issued pursuant to stock based compensation — 126 426 — — 552 — 552

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

Amortization of stock based compensation, net of

— ( 2 ) 6,120 — — 6,118 — 6,118

Contributions from nonredeemable noncontrolling interests — — — — — — 6,154 7,135

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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Depreciation and amortization 288,092 288,648 257,149

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

Amortization and write-off of deferred financing costs and premium on notes payable ( 437 ) ( 888 ) 1,500

Equity-classified stock-based compensation expense, net of forfeitures 7,459 5,298 3,830

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Operating distributions from unconsolidated joint ventures 11,542 9,303 11,792

Gain on extinguishment of debt — — ( 8 )

Changes in other operating assets and liabilities:

Change in other receivables and other assets, net ( 2,439 ) ( 10,079 ) ( 6,049 )

Change in receivables and other assets, net 5,500 ( 2,439 ) ( 10,079 )

Change in operating liabilities, net 10,230 ( 5,345 ) 54,568

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Property acquisition, development, and tenant asset expenditures ( 787,810 ) ( 619,602 ) ( 482,633 )

Return of capital distributions from unconsolidated joint venture 39,422 — —

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

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Change in notes receivable and other assets — ( 161 ) ( 96 )

Other — — ( 4,002 )

Net cash used in investing activities ( 191,066 ) ( 132,463 ) ( 357,424 )

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Common dividends paid ( 182,840 ) ( 176,263 ) ( 142,941 )

Issuance of term loan 350,000 — —

Repayment of term loan ( 250,000 ) — —

Other — — ( 1,028 )

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See notes to consolidated financial statements.

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

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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.

Therefore, the results included herein do not include a federal income tax provision for Cousins.

As of December 31, 2020, the Company’s portfolio of real estate assets consisted of interests in 19.7 million square feet of office space and 310,000 square feet of mixed-use space.

As of December 31, 2021, the Company’s portfolio of real estate assets consisted of interests in 18.3 million square feet of office space and 620,000 square feet of other space.

Basis of Presentation:

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The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

On June 14, 2019, the Company restated and amended its articles of incorporation to effect a reverse stock split of the issued and outstanding shares of its common and preferred stock pursuant to which (1) each four shares of the Company's issued and outstanding common stock were combined into one share of the Company's common or preferred stock, respectively, and (2) the authorized number of the Company's common stock was proportionally reduced to 175 million shares.

Fractional shares of common stock resulting from the reverse stock split were settled in cash.

Preferred stock was redeemed with each four shares combined into one share;

fractional shares of preferred stock were redeemed without payout.

Immediately thereafter, the Company further amended its articles of incorporation to increase the number of authorized shares of its common stock from 175 million to 300 million shares.

All shares of common stock, stock options, restricted stock units, and per share information presented in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented.

For the three years ended December 31, 2021, there were no items of other comprehensive income.

Therefore, the Company did not present comprehensive income.

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").

The prior period amounts, which were included in other revenues, were reclassified to conform to the current period presentation.

The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”), as defined in the Codification.

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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.

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

The Company consolidated 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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As of December 31, 2021, the Company did not have any partnerships, joint ventures, or other arrangements with variable interests that qualified as a VIE.

SIGNIFICANT ACCOUNTING POLICIES

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To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of recently completed development properties from the date a project is substantially complete to the earlier of (1) the date on which the project achieves 90 % economic occupancy or (2) one year after it is substantially complete.

Through December 31, 2018, the Company capitalized direct and indirect leasing costs related to leases that are probable of being executed.

These costs included commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement, and internal costs that are based on time spent by leasing personnel on successful leases.

The Company allocated these costs to individual tenant leases and amortized them over the related lease term.

Beginning January 1, 2019, in connection with the implementation of ASC 842, the Company only capitalizes direct costs of a lease, which would not have been incurred if the lease had not been obtained.

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.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of recently completed development properties until the date a project is substantially complete and held for occupancy, which is the earlier of (1) the date on which the project achieves 90 % economic occupancy or (2) one year from cessation of major construction activity.

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.

The first step in this process is 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.

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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 projects under development, indicators could include material budget overruns, 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 significant future 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:

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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,

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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.

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.

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

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The Company accelerates the depreciation of tenant assets if it estimates that the lease term will end prior to the termination date.

This acceleration may occur if a tenant files for bankruptcy, vacates its premises, or defaults in another manner on its lease.

This acceleration may occur if a tenant files for

bankruptcy, vacates its premises, or defaults in another manner on its lease.

Deferred expenses are amortized over the period of estimated benefit.

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These ventures are recorded at cost and adjusted for equity in earnings (losses) and cash contributions and distributions.

Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold.

Any difference between the carrying amount of these investments on the Company’s consolidated balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is adjusted as the related underlying assets are depreciated, amortized, or sold.

The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

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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.

Therefore, noncontrolling interests associated with CPLP are considered 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 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.

In limited circumstances to date, the Company has 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.

Rent forgiveness, with or without extensions, is accounted for as lease modifications, and the Company recognizes 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 accounts for these deferral agreements as lease modifications and has included these deferred payments in deferred rents receivable on the accompanying consolidated balance sheets.

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

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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.

When the Company gains control of a previously unconsolidated investment accounted for under the equity method of accounting, it records a gain for the difference between the carrying value of its equity method investment and the fair value of that investment on the date control is gained.

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).

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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

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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 upon examination by the taxing authority.

Deferred income tax assets and liabilities result from temporary differences.

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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.

No compensation costs are recognized for awards for which employees do not complete 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, 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.

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 i) the outside units in CPLP were converted into the Company's common stock, ii) any stock options were exercised, iii) any forward sales contracts of our common stock were settled, and

iv) equity-based restricted stock units ("RSUs") as well as shares to be issued under the Employee Stock Purchase Plan (“ESPP”) were vested and settled resulting in additional common shares outstanding, all calculated using the treasury stock method, as applicable.

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.

RSUs are dilutive if the shares to be granted (assuming the end of the reporting period is the end of the measurement of any required market and performance achievement) exceed the shares assumed to be repurchased under the treasury stock method (using related unamortized compensation costs as proceeds).

Shares to be issued under the ESPP are dilutive if the estimated shares to be purchased under the plan based on current enrollment elections exceed the shares assumed to be repurchased under the treasury stock method (using both employee ESPP contributions and related unamortized compensation costs as proceeds).

On January 1, 2021, the Company early adopted ASU 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06").

The adoption of ASU 2020-06 could potentially impact the denominator in our diluted earnings per share calculation in the future.

For the year ended December 31, 2021, it did not impact the denominator.

Cash and Cash Equivalents

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Restricted Cash

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.

Restricted cash primarily includes escrow accounts held by lenders for reserves or to pay real estate taxes.

Use of Estimates

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

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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As discussed in note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, immediately following the Merger, the Company completed a 1-for-4 reverse stock split.

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.

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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.

During 2021, there were no expenses incurred related to the Merger.

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

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The supplemental pro forma information is not necessarily indicative of future results, or of actual results, that would have been achieved had the Merger been consummated at the beginning of the period.

Year ended December 31,

December 31, 2019

(unaudited, in thousands)

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2019 supplemental pro forma earnings were adjusted to exclude the $ 52.9 million of transaction costs incurred in the year ended December 31, 2019.

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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The Development Agreement and Consulting Agreement are collectively referred to below as the “Fee Agreements.”

• Purchased a building from NS (“1200 Peachtree”) for $ 82 million subject to a three-year market rate lease with NS that covers the entire building.

• Purchased a building from NS (“Promenade Central fka 1200 Peachtree”) for $ 82 million subject to a three-year market rate lease with NS that covers the entire building.

The Company sold the land to NS for $ 5.0 million above its carrying amount, which included $ 37.0 million of land purchased in 2018, $ 6.5 million of land purchased in 2019, and $ 4.0 million of site preparation work.

The Company purchased 1200 Peachtree from NS for an amount it determined to be $ 10.3 million below the building’s fair value.

The Company purchased Promenade Central fka 1200 Peachtree from NS for an amount it determined to be $ 10.3 million below the building’s fair value.

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

The Company determined that the purchase of 1200 Peachtree should be recorded at fair value of $ 92.3 million (see note 5 for allocation of the purchase price).

The Company determined that the lease with NS at the 1200 Peachtree building was at market value under ASC 842.

The Company determined that the purchase of Promenade Central fka 1200 Peachtree should be recorded at fair value of $ 92.3 million.

The Company determined that the lease with NS at the Promenade Central fka 1200 Peachtree building was at market value under ASC 842.

The land sale was accounted for under ASC 610-20, and no gain or loss was recorded on the derecognition of this non-financial asset as the fair value was determined to equal the carrying amount.

Consideration related to various services provided to NS, and accounted for under ASC 606, was determined to be $ 52.3 million and represents the negotiated market value for the services agreed to by the Company and NS in the contracts.

This amount included non-cash consideration of the $ 10.3 million discount on the purchase of 1200 Peachtree as well as cash consideration of $ 5.0 million from the land sale contract (difference between fair value and contract amount), $ 5.0 million from the Development Agreement, and $ 32.0 million from the Consulting Agreement.

This amount included non-cash consideration of the $ 10.3 million discount on the purchase of Promenade Central fka 1200 Peachtree as well as cash consideration of $ 5.0 million from the land sale contract (difference between fair value and contract amount), $ 5.0 million from the Development Agreement, and $ 32.0 million from the Consulting Agreement.

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 under ASC 606.

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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 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.

During the years ended December 31, 2021, 2020, and 2019, the Company recognized $ 11.9 million, $ 14.9 million, and $ 21.4 million, respectively, in fee income in the consolidated statements of operations related to the services provided to NS.

As of December 31, 2021 and December 31, 2020, the Company had deferred income related to NS included in the consolidated balance sheet of $ 1.8 million and $ 5.7 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):

During 2021 and 2020, the Company acquired three and one office properties, respectively.

The following table summarizes these transactions and the resulting purchase price allocations ($ in thousands):

300 Colorado Heights Union 725 Ponce The RailYard

Gross Purchase Price $ 162,500 (1) $ 144,800 $ 300,200 $ 201,000

Acquisition Date December 2021 October 2021 July 2021 December 2020

Square Feet 369,000 294,000 372,000 329,000

Market Austin Tampa Atlanta Charlotte

Purchase Price Allocation

Tangible assets

Operating properties $ 297,259 $ 133,489 $ 292,946 $ 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 Terminus

Tangible assets:

Building and improvements

297,259 133,489 292,946 201,153

Land and improvements

19,495 49,345

Tangible assets

82,331 460,171

Intangible assets

In-place leases 13,974 5,894 12,788 8,850

Below market ground lease 840 — — —

Above market leases 21 1,322 1,770 439

Intangible assets

14,835 7,216 14,558 9,289

Intangible liabilities

Below market leases ( 10,369 ) ( 2,501 ) ( 6,739 ) ( 9,129 )

Intangible liabilities

Total net assets acquired

( 10,369 ) ( 2,501 ) ( 6,739 ) ( 9,129 )

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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Total net assets acquired (2) $ 301,725 $ 138,204 $ 300,765 $ 201,313

(1) Purchase price represents cost of acquiring partners' 50 % interest in 300 Colorado Project LP, resulting in consolidation of this previously unconsolidated property (see note 7 for more information on this transaction).

(2) Represents net purchase price, including acquisition costs.

During 2021 and 2020, the Company acquired multiple land parcels.

The following table summarizes these transactions ($ in thousands):

Market Acres Gross Purchase

887 West Peachtree

(fka 901 West Peachtree)

Atlanta 0.7 $ 10,000

3354/3356 Peachtree Atlanta 0.2 $ 8,000

South End Station Charlotte 3.4 $ 28,100

303 Tremont Charlotte 2.4 $ 18,800

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

During 2021 and 2020, the Company sold three and two office properties, respectively.

The following table summarizes these transactions ($ in thousands):

Property Location Date Square Feet Sales Price Gain/(Loss) on Sale, net

816 Congress Austin December 2021 435,000 $ 174,000 $ 77,400

One South at the Plaza Charlotte July 2021 891,000 $ 271,500 $ 12,700

Burnett Plaza Fort Worth April 2021 1,000,000 $ 137,500 $ ( 19 )

Hearst Tower Charlotte March 2020 966,000 $ 455,500 $ 90,300

Woodcrest Cherry Hill, NJ February 2020 386,000 $ 25,300 $ —

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

The Company recorded a gain of $ 90.2 million from the 2021 sales.

The Company recorded a gain of $ 90.3 million from the 2020 sales, which is net of $ 459,000 of state income tax.

The Company did not sell any operating properties in 2019.

In July 2021, the Company sold 0.7 acres of land in Phoenix, adjacent to our 100 Mill development, to a hotel developer for $ 6.4 million.

Net proceeds approximated our book value.

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

Held for Sale Building

The Company's Burnett Plaza property in Fort Worth was classified as held for sale as of December 31, 2020 as the result of the Company accepting an offer for the sale of the property in the fourth quarter of 2020.

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

December 31, 2020

Real estate asset and other assets held for sale

Operating property, net of accumulated depreciation of $ 8,123

Notes and accounts receivable 439

Deferred rents receivable 2,480

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

Intangible assets, net of accumulated amortization of $ 6,065

Other assets 133

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

Liabilities of real estate assets held for sale

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

Liabilities of real estate asset held for sale

Accounts payable and accrued expenses $ 7,399

Deferred income 44

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

Intangible liabilities, net of accumulated amortization of $ 1,205

Other liabilities 2,149

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

Total liabilities of real estate asset held for sale $ 12,606

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

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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.

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.

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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, 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 %.

At December 31, 2021, the Company had three properties subject to operating ground leases with a weighted average remaining term of 79 years and one finance ground lease with a remaining term of four years .

At December 31, 2021, the Company had right-of-use assets from operating ground leases of $ 46.1 million included in operating properties 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, 2021, the Company had lease liabilities for operating and finance ground leases of $ 49.5 million and $ 3.6 million, respectively, included in other liabilities on the consolidated balance sheet.

The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2021 was 4.3 %.

Rental payments on these ground leases are adjusted periodically based on either the Consumer Price Index, changes in developed square feet on the underlying leased asset, or on a pre-determined schedule.

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For the year ended December 31, 2021, the Company paid $ 2.3 million in cash related to operating ground leases and made $ 162,000 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, 2021, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 (in thousands):

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2025 1,958 3,676

2025 2,517 3,676

Thereafter 175,323 —

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Lease liability $ 58,619 $ 3,555

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NOTES AND ACCOUNTS RECEIVABLE

At December 31, 2020 and 2019, notes and accounts receivables included the following (in thousands):

Notes receivable $ 151 $ 356

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.

Fair value was calculated by discounting future cash flows from the notes receivable at estimated rates in which similar loans would have been made at December 31, 2020 and 2019.

The estimate of the rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate notes of similar type and maturity.

This fair value calculation is considered to be Level 3 under the guidelines as set forth in ASC 820, as the Company utilizes internally generated assumptions regarding current interest rates at which similar instruments would be executed.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

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The information included in the summary of operations table is for the years ended December 31, 2021, 2020, and 2019 (in thousands).

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

SUMMARY OF FINANCIAL POSITION

DC Charlotte Plaza LLLP $ 173,704 $ 179,694 $ — $ — $ 90,648 $ 90,373 $ 47,941 $ 48,058

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

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

2021 2020 2021 2020 2021 2020 2021 2020

Operating Properties:

AMCO 120 WT Holdings, LLC $ 83,546 $ 85,449 $ — $ — $ 82,739 $ 84,311 $ 15,347 $ 15,735

Carolina Square Holdings LP 113,011 118,616 132,654 77,034 ( 34,066 ) 21,888 ( 15,786 ) (1) 12,430

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

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

Crawford Long - CPI, LLC 24,709 29,641 64,566 66,310 ( 40,221 ) ( 38,253 ) ( 19,356 ) (1) ( 18,289 ) (1)

Under Development:

Neuhoff Holdings LLC 133,691 — 28,390 — 93,218 — 47,529 —

715 Ponce Holdings LLC 8,150 — — — 8,150 — 4,165 —

HICO Victory Center LP 16,421 16,544 — — 15,962 15,709 10,723 10,595

Austin 300 Colorado Project, LP

(purchased outside interest December 2021)

— 165,586 — 86,848 — 68,567 — 38,488

DC Charlotte Plaza LLLP

(sold September 2021)

— 173,704 — — — 90,648 — 47,941

Other 518 1,313 — — 11 1,316 47 292

$ 380,046 $ 590,853 $ 225,610 $ 230,192 $ 125,793 $ 244,186 $ 42,669 $ 107,192

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

Income (Loss)

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

SUMMARY OF OPERATIONS

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

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

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

from Investment

2021 2020 2019 2021 2020 2019 2021 2020 2019

Operating Properties:

AMCO 120 WT Holdings, LLC $ 8,894 $ 3,000 $ 40 $ 639 $ 2,740 $ ( 341 ) $ 115 $ ( 552 ) $ ( 68 )

Carolina Square Holdings LP 16,518 14,581 12,344 2,187 3,061 470 982 1,472 133

Crawford Long - CPI, LLC 13,118 12,650 12,664 4,032 3,797 3,897 1,869 1,808 1,866

Under Development:

Neuhoff Holdings LLC 51 — — 51 — — 25 — —

715 Ponce Holdings LLC 84 — — 55 — — 27 — —

HICO Victory Center LP 232 356 513 232 356 513 125 178 276

Austin 300 Colorado Project, LP

(purchased outside interest December 2021)

8,747 841 422 2,012 466 199 972 233 100

Charlotte Gateway Village, LLC

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

(sold March 2020)

378 6,692 27,708 369 3,202 10,285 185 1,658 5,143

DC Charlotte Plaza LLLP

(sold September 2021)

15,217 20,439 15,636 5,491 7,272 5,894 2,539 3,380 2,947

Terminus Office Holdings LLC

(purchased outside interest October 2019)

— — 34,964 — — 4,962 — ( 23 ) 2,381

Other — 4,300 180 ( 151 ) 515 ( 194 ) ( 38 ) ( 207 ) ( 112 )

$ 63,239 $ 62,859 $ 104,471 $ 14,917 $ 21,409 $ 25,685 $ 6,801 $ 7,947 $ 12,666

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

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.

The Company's required capital contribution is limited to a maximum of $ 46 million.

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.

The Company owns a 50 % interest in the venture, 3CB owns a 34.5 % interest, and 3CRR owns a 15.5 % interest.

300 Colorado has a construction loan, secured by the project, whereby it may borrow up to $ 126 million to fund the construction of the building.

The loan had an outstanding balance of $ 86.8 million at December 31, 2020.

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 $ 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.

This property contains 158,000 square feet of office space, 44,000 square feet of retail space, and 246 apartment units.

Carolina Square has a construction loan, secured by the project, with an outstanding balance of $ 77.0 million.

The loan bears interest at LIBOR plus 1.25 % and matures on May 1, 2021.

The Company and Northwood Ravin each guarantee 12.5 % of the outstanding loan amount and guarantee completion of the project.

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

Joint Ventures with Operating Properties

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.

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The assets of the venture in the above table include a cash balance of $ 42,000 at December 31, 2021.

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

This property contains 158,000 square feet of office space, 44,000 square feet of retail space, and 246 apartment units.

In March 2021, Carolina Square issued a non-recourse mortgage note with a principal balance of $ 135.7 million.

Proceeds from the issuance of this mortgage note were used to repay in full its $ 77.5 million construction loan that was set to mature May 1, 2021 and to make a pro-rata distribution of $ 26.0 million to each partner.

The mortgage bears interest at The London Interbank Offered Rate ("LIBOR") plus 1.80 % and matures on March 18, 2026.

The assets of the venture in the table above include a cash balance of $ 4.7 million at December 31, 2021.

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 $ 64.6 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 $ 2.0 million at December 31, 2021.

Joint Ventures with Properties Under Development

Neuhoff Holdings LLC ("Neuhoff") — Neuhoff is a 50 - 50 joint venture between the Company and Neuhoff Acquisition LLC ("JPM") formed for the purpose of developing a mixed-use property in Nashville, Tennessee.

The Company made an initial contribution of $ 35.1 million for its interest in the land and development costs incurred to date.

In addition to the existing assets of the joint venture, Neuhoff also has rights to adjacent parcels for future development.

On September 30, 2021, the joint venture closed on a construction loan with a borrowing capacity up to $ 312.7 million.

The mortgage bears interest at the London Interbank Offering Rate ("LIBOR") plus 3.45 % to 3.60 % and matures on September 30, 2025.

The assets of the venture in the above table include a cash balance of $ 732,000 at December 31, 2021.

Joint Ventures with Land Holdings

715 Ponce Holdings LLC ("715 Ponce") — 715 Ponce is a 50 - 50 joint venture between the Company and 715 Acquisition LLC ("JPM") formed for the purpose of developing a property in Midtown Atlanta, Georgia in the future.

The Company made an initial contribution of $ 4.0 million for its interest in the land held by the joint venture.

The assets of the venture in the above table include a cash balance of $ 99,000 at December 31, 2021.

HICO Victory Center LP ("HICO") — HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), formed for the purpose of acquiring and subsequently developing an office parcel in Dallas, Texas.

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The assets of the venture in the table above include a cash balance of $ 453,000 at December 31, 2021.

Other Joint Ventures

Austin 300 Colorado Project, LP ("300 Colorado") — 300 Colorado was a 50 - 50 joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR"), formed to develop, own, and operate a 369,000 square foot office property in Austin, Texas.

On December 2, 2021, the Company purchased the remaining 50 % interest from its partners for a gross price of $ 162.5 million.

As a result, the Company consolidated 300 Colorado and recorded the assets and liabilities at fair value on the transaction date.

The construction loan was paid off concurrent with the Company's purchase of its partners' interest.

Upon consolidation, the Company recognized a $ 62.5 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions.

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 sale was triggered by the exercise of the partner's purchase option and the proceeds from this sale represented 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.

DC Charlotte Plaza LLLP ("Charlotte Plaza") — Charlotte Plaza was 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.

On September 30, 2021, the Company sold its interest in Charlotte Plaza for a gross price of $ 60.8 million.

The sale was triggered by the exercise of the partner's purchase option as stipulated in the partnership agreement.

The Company recognized a gain of $ 13.1 million on the sale of its interest in Charlotte Plaza and recorded this amount in gain on sales of investments in unconsolidated joint ventures.

Terminus Office Holdings LLC ("TOH") — TOH was a 50 - 50 joint venture between the Company and institutional investors advised by J.P.

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On October 1, 2019 the Company purchased JPM's 50 % interest in TOH for $ 148 million in a transaction that valued Terminus 100 and Terminus 200 at $ 503 million.

As a result, the Company consolidated TOH and recorded the assets and liabilities at fair value.

As a result, the Company consolidated TOH and recorded the assets and liabilities at fair value on the transaction date.

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.

CL Realty, LLC ("CL Realty") — 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 .

TEMCO Associates, LLC ("Temco") — 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.

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.

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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.

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, 2021, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 225.6 million.

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The Company recognized $ 3.3 million, $ 2.6 million, and $ 7.1 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2021, 2020, and 2019, respectively.

INTANGIBLE ASSETS AND LIABILITIES

At December 31, 2021 and 2020, intangible assets and liabilities included the following (in thousands):

Intangible Assets:

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

In-place leases, net of accumulated amortization of $ 134,930 and $ 212,413 in 2021 and 2020, respectively

$ 129,538 $ 145,290

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

Above-market leases, net of accumulated amortization of $ 25,423 and $ 33,548 in 2021 and 2020, respectively

19,537 24,960

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

Below-market ground leases, net of accumulated amortization of $ 1,449 and $ 1,173 in 2021 and 2020, respectively

17,804 17,240

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$ 168,553 $ 189,164

Intangible Liabilities:

Below-market leases, net of accumulated amortization of $ 55,079 and $ 73,612 in 2021 and 2020

$ 63,223 $ 68,219

Above-market ground leases, net of accumulated amortization of $ 354 in 2020

$ 63,223 $ 69,846

Aggregate net amortization expense related to intangible assets and liabilities was $ 32.7 million, $ 43.1 million, and $ 45.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

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

Rents Above Market

Ground Lease Below Market Ground Lease Above Market

Rents In Place Leases Total

In-Place Leases Above-Market Leases Below-Market Ground Leases Below-Market Leases Total

2022 $ 27,424 $ 4,542 $ 411 $ ( 11,169 ) $ 21,208

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$ 129,538 $ 19,537 $ 17,804 $ ( 63,223 ) $ 103,656

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

Weighted average remaining lease term 6 years 7 years 63 years 7 years

The carrying amount of goodwill did not change during the years ended December 31, 2021 and 2020.

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At December 31, 2021 and 2020, other assets included the following (in thousands):

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Fifth Third Center 3.37 % 2026 133,672 137,057

Terminus 100 5.25 % 2023 114,997 118,146

Colorado Tower 3.45 % 2026 112,150 114,660

Terminus 100 5.25 % 2023 111,678 114,997

Promenade 4.27 % 2022 89,052 92,593

816 Congress 3.75 % 2024 78,232 79,987

Domain 10 (3) 3.75 % 2024 76,412 78,232

Terminus 200 3.79 % 2023 72,561 74,354

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

Meridian Mark Plaza 6.00 % 2020 — 22,978

661,525 677,893

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Total Notes Payable $ 2,237,509 $ 2,162,719

(1) Interest rate as of December 31, 2021.

(2) Weighted average maturity of notes payable outstanding at December 31, 2021 was 3.9 years.

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(3) At December 31, 2020, this mortgage was secured by the Company's 816 Congress property.

Credit Facility

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

The Company expects to negotiate a new credit facility prior to the current maturity date which will have a borrowing capacity that meets or exceeds the current facility and extends the maturity date.

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 total available borrowing capacity under the Credit Facility was $ 771.5 million at December 31, 2021.

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

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.

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "New Term Loan") that amended the former term loan agreement.

Under the New Term Loan, the Company has borrowed $ 350 million that matures on August 30, 2024 with options to, on up to four successive occasions, extend the maturity date for an additional 180 days.

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

The interest rate applicable to the New 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 Eurodollar Rate Loans plus a spread of between 1.05 % and 1.65 %, (2) the current LIBOR Daily Floating plus a spread of between 1.05 % and 1.65 %, or (3) the interest rate applicable to Base Rate Loans plus a spread of between 0.05 % and 0.65 %.

At December 31, 2021, the New Term Loan's spread over LIBOR was 1.05 %.

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

Prior to June 28, 2021, the Company had a $ 250 million unsecured term loan (the "Old Term Loan") that was scheduled to mature on December 2, 2021.

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

The interest rate applicable to the Old Term Loan varied according to the Company's leverage ratio and could have, at the election of the Company, been 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 %, plus a spread of between 0.00 % and 0.75 %, based on leverage.

Unsecured Senior Notes

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

The Company has unsecured senior notes of $ 1.0 billion that were funded in five tranches.

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

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

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 %;

and a secured leverage ratio of no more than 40 %.

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

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

The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility.

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

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Secured Mortgage Notes

In June 2021, the Company executed a collateral substitution for the mortgage previously secured by the Company's 816 Congress property in Austin.

The mortgage is now secured by the Company's Domain 10 property in Austin.

All other terms of the note were unchanged.

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

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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, 2021, 2020, and 2019, interest was recorded as follows (in thousands):

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COMMITMENTS AND CONTINGENCIES

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

The Company had outstanding performance bonds totaling $ 496,000 at December 31, 2021.

As a lessor, the Company had a total of $ 255.6 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2021.

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If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made.

If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation.

If an unfavorable outcome is reasonably possible and the estimated loss

is material, the Company discloses the nature and estimate of the possible loss of the litigation.

The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material.

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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.

The Company’s consolidated financial statements as of and for the year ended December 31, 2021 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 the third quarter of 2021, the Company entered into an Equity Distribution Agreement with six financial institutions known as an at-the-market stock offering program ("ATM program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $ 500 million.

In connection with the ATM program, the Company may, at its discretion, enter into forward equity sale agreements.

The use of a forward equity sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs.

Sales of shares of the Company's stock through its banking relationships, if any, are made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time.

Sales of the Company's common stock under forward equity sale agreements, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.

To date, the Company has sold 2.6 million shares under forward equity sale agreements, all of which were outstanding as of December 31, 2021, and are currently expected to settle by September 30, 2022 for proceeds of $ 104.0 million, net of $ 1.1 million of compensation to be paid with respect to such sales.

The Company has not received proceeds related to these sales or issued any shares under the ATM program.

To the extent unsettled shares sold under forward equity sale agreements are potentially dilutive at period end under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 18.

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.

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

After this redemption, the Company no longer has any preferred stock outstanding.

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.

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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, 2021, 2020, and 2019, the Company recognized fee and other revenue of $ 16.0 million, $ 18.5 million, and $ 28.8 million, respectively.

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):

The following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2021 and 2020 respectively (in thousands):

December 31, 2021

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Thereafter 1,390,864

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

The Company's compensation expense in 2021 relates to restricted stock and RSUs awarded in 2021, 2020, 2019, and 2018.

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

Restricted stock and the 2021 and 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.

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Director grants 890 1,060 1,362

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

6,980 5,298 3,830

Liability-classified awards

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Performance-based RSUs 456 258 1,814

Time vested RSUs 633 1,040 357

Service-based RSUs 690 633 1,040

Dividend equivalent units 564 675 740

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

3,652 4,064 9,900

Total stock-based compensation expense $ 10,632 $ 9,362 $ 13,730

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 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:

During 2021 and 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.

During 2019, 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.

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

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, 2021 to be $ 4.7 million (using estimated vesting percentages for performance-based RSUs as of December 31, 2021), which will be recognized over a weighted-average period of 1.6 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.

In 2021, 2020, and 2019, the Company issued 102,262 ;

and 65,824 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date.

In 2021, 2020, and 2019, the Company also issued 34,912 ;

and 37,166 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.

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Shares unvested at end of year 409 $ 38.63 221 $ 41.90 141 $ 34.81

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:

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 2021 and 2020:

Volatility (1) 37.5 % 18.0 %

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(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.

Dividend equivalents for the 2021 and 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.

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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.

At December 31, 2021, the Company had no stock options outstanding to key employees and outside directors.

In 2021, 2020, and 2019, there were no stock option grants to employees or directors, and the Company recognized no compensation expense related to stock options.

During 2021 and 2020, the Company issued 24,626 and 12,373 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, 2021, 2020, and 2019 (options in thousands):

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Liability-Classified Awards

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

During 2019, 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 2019 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 2019 RSUs is three years .

For the 2019 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 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 Service-based RSUs, the Company 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, 2021, 2020, and 2019 (shares in thousands):

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Shares unvested at end of year 43 135 316

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.

Market-based and Performance-based RSUs, dividend equivalent units will be paid based on the percentage vested.

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

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

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 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.

The Company accrues and expenses 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, 2021 to be $ 539,000 (using stock prices as of December 31, 2021), which will be recognized over a weighted-average period of one year .

During 2021, total cash paid for all types of liability-classified RSUs and related dividend payments was $ 7.2 million.

Table of C ontents

Employee Stock Purchase Plan

On October 26, 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan ("ESPP"), subject to the approval of our stockholders.

Pursuant to the ESPP, employees may contribute up to 15 % of their cash compensation during annual purchase periods for the purchase of Cousins’ common stock up to an annual maximum of $ 21,250 per employee.

On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85 % of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period), whichever is lower.

As of December 31, 2021, 95 employees were enrolled in the plan with expected contributions for the purchase period ended November 30, 2022 of $ 640,000 .

As of December 31, 2021, the Company estimates future expense related to the open purchase period to be $ 177,000 .

As of and for the year ended December 31, 2021, no common stock has been purchased under the ESPP.

RETIREMENT SAVINGS PLAN

1 unchanged sentence

Employees are eligible to participate in the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code.

Through December 31, 2018, the Company matched up to 3 % of an employee’s eligible pre-tax Retirement Savings Plan contributions up to certain Code limits, and employees vested in Company contributions over a three-year period.

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 contributes 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 discre tion;

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

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):

The Company contributed $ 1.0 million, $ 1.0 million, and $ 913,000 to the Retirement Savings Plan for the 2021, 2020, and 2019 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 as follows ($ in thousands):

2021 2020 2019

3 unchanged sentences

Deferred tax adjustment — — 21 4 127 41

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

Capital loss (gain) ( 10 ) — 404 68 — —

Valuation allowance ( 346 ) ( 26 ) ( 586 ) ( 98 ) ( 45 ) ( 15 )

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

Other ( 56 ) 1 12 1 ( 5 ) ( 1 )

6 unchanged sentences

Gross deferred tax asset 1,760 1,414

Other liability — ( 19 )

Net deferred tax asset 1,414 828

Valuation allowance ( 1,760 ) ( 1,414 )

3 unchanged sentences

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, 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.

As of December 31, 2021 and 2020, the net deferred tax asset of CTRS equaled $ 1.8 million and $ 1.4 million, 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, 2021 and 2020 was based on the lack of evidence that CTRS could generate future taxable income to realize the benefit of the deferred tax assets.

Table of C ontents

EARNINGS PER SHARE

19 unchanged sentences

Net income per common share - diluted $ 1.87 $ 1.60 $ 1.17

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company’s stock.

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

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

Table of C ontents

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company’s stock and are excluded from the calculation of diluted earnings per share.

There were no anti-dilutive stock options for the years ended December 31, 2021, 2020, and 2019.

The treasury stock method resulted in no dilution related to the forward contracts outstanding as of December 31, 2021 for the future sales of common stock under the Company's ATM program or from shares expected to be issued under the ESPP.

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

4 unchanged sentences

Non-Cash Transactions:

Common stock dividends declared and accrued 47,350 44,681 42,559

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

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

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

1 unchanged sentence

Transfer from investment in unconsolidated joint ventures to operating properties 37,777 — 50,781

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

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.

9 unchanged sentences

The segments by property type are:

Office and Mixed-Use.

Office and Non-Office.

The segments by geographical region are:

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.

Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets.

Included in other markets are properties located in Chapel Hill, Houston, Nashville, Fort Worth (sold April 2021), and a property in Cherry Hill, New Jersey (sold February 2020).

Included in Non-Office are retail and apartments in Chapel Hill and Atlanta as well as the College Street Garage in Charlotte.

In 2021, with the sale of the Company's One South at the Plaza office property, the Company reassessed the segment for the College Street Garage and began to treat it as Non-Office for all periods presented.

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 property and the geographical location.

6 unchanged sentences

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 NOI to net income for years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

Year Ended December 31, 2020 Office Mixed-Use Total

Year Ended December 31, 2021 Office Non-Office Total

Atlanta $ 268,953 $ 1,459 $ 270,412

4 unchanged sentences

Tampa 59,614 — 59,614

Other 59,285 4,895 64,180

Other markets 39,403 5,257 44,660

Total segment revenues 758,440 9,416 767,856

1 unchanged sentence

Total rental property revenues $ 736,365 $ 2,698 $ 739,063

Year Ended December 31, 2019 Office Mixed-Use Total

Year Ended December 31, 2020 Office Non-Office Total

Atlanta $ 255,594 $ 602 $ 256,196

4 unchanged sentences

Tampa 54,261 — 54,261

Other 38,732 4,630 43,362

Other markets 59,285 4,895 64,180

Total segment revenues 742,703 7,514 750,217

1 unchanged sentence

Total rental property revenues $ 719,866 $ 2,017 $ 721,883

Year Ended December 31, 2018 Office Mixed-Use Total

Year Ended December 31, 2019 Office Non-Office Total

Atlanta $ 242,209 $ 8 $ 242,217

1 unchanged sentence

Charlotte 120,214 — 120,214

Dallas 9,421 — 9,421

Phoenix 51,586 — 51,586

Tampa 54,216 — 54,216

Other 2,207 3,724 5,931

Other markets 38,732 4,630 43,362

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

1 unchanged sentence

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

Table of C ontents

NOI by reportable segment for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

Year Ended December 31, 2020 Office Mixed-Use Total

Year Ended December 31, 2021 Office Non-Office Total

Net Operating Income:

5 unchanged sentences

Tampa 38,305 — 38,305

Other 34,346 3,347 37,693

Other markets 22,791 3,383 26,174

Total Net Operating Income $ 488,364 $ 5,356 $ 493,720

Year Ended December 31, 2019 Office Mixed-Use Total

Year Ended December 31, 2020 Office Non-Office Total

Net Operating Income:

5 unchanged sentences

Tampa 33,440 — 33,440

Other 21,939 3,107 25,046

Other markets 34,346 3,347 37,693

Total Net Operating Income $ 481,409 $ 4,625 $ 486,034

Year Ended December 31, 2018 Office Mixed-Use Total

Year Ended December 31, 2019 Office Non-Office Total

Net Operating Income:

Atlanta $ 158,093 $ ( 48 ) $ 158,045

Charlotte 62,812 — 62,812

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 1,581 2,243 3,824

Other markets 21,939 3,107 25,046

Total Net Operating Income $ 428,731 $ 3,059 $ 431,790

Table of C ontents

The following reconciles Net Income to Net Operating Income for each of the periods presented (in thousands):

13 unchanged sentences

Other expenses 2,131 2,091 1,109

Gain on extinguishment of debt — — ( 8 )

Income from unconsolidated joint ventures ( 6,801 ) ( 7,947 ) ( 12,666 )

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

Gain on sale of investment in unconsolidated joint ventures ( 13,083 ) ( 45,767 ) —

Gain on sale of investment properties ( 152,547 ) ( 90,125 ) ( 110,761 )

Net Operating Income $ 493,720 $ 486,034 $ 431,790

Table of C ontents

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

20 unchanged sentences

Northpark Town Center — 22,350 295,825 — 66,401 22,350 362,226 384,576 88,605 — 2014 39 years

Corporate Center — 2,468 272,148 17,282 64,426 19,750 336,574 356,324 51,978 — 2016 40 years

Corporate Center (d) — 2,468 272,148 17,004 59,322 19,472 331,470 350,942 57,377 — 2016 40 years

Spring & 8th — 28,131 — 426 301,810 28,557 301,810 330,367 40,834 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 — 35,679 35,064 269,790 304,854 38,155 — 2016 40 years

300 Colorado (d) — 18,354 278,905 — 240 18,354 279,145 297,499 613 — 2021 40 years

Hayden Ferry — 13,102 262,578 ( 252 ) 20,708 12,850 283,286 296,136 52,591 — 2016 40 years

725 Ponce — 20,720 272,226 — 610 20,720 272,836 293,556 3,503 — 2021 40 years

The Terrace — 27,360 247,226 — 14,564 27,360 261,790 289,150 21,699 — 2019 40 years

One Eleven Congress — 33,841 201,707 — 47,481 33,841 249,188 283,029 36,455 — 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 — 33,486 196,915 — 3,397 33,486 200,312 233,798 20,030 — 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 — 34,068 176,535 ( 579 ) 18,260 33,489 194,795 228,284 29,103 — 2016 40 years

3344 Peachtree — 16,110 176,153 — 35,532 16,110 211,685 227,795 34,110 — 2016 40 years

Fifth Third Center 133,672 22,591 180,430 — 21,088 22,591 201,518 224,109 48,836 — 2014 40 years

Charlotte, NC

Continued on next page

The RailYard $ — $ 22,831 $ 178,323 $ — $ 216 $ 22,831 $ 178,539 $ 201,370 $ 6,518 — 2020 40 years

1 unchanged sentence

Avalon — 9,952 — 73 177,776 10,025 177,776 187,801 20,357 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

Promenade Tower

(fka Promenade)

89,052 13,439 102,790 — 49,093 13,439 151,883 165,322 58,622 — 2011 34 years

Colorado Tower (d) 112,150 1,600 — 20,577 130,291 22,177 130,291 152,468 42,093 2013 2013 30 years

3350 Peachtree — 16,836 108,177 — 20,540 16,836 128,717 145,553 16,540 — 2016 40 years

NASCAR Plaza — 51 115,238 — 7,505 51 122,743 122,794 19,656 — 2016 40 years

Legacy Union One 66,000 13,049 128,740 — 257 13,049 128,997 142,046 12,474 — 2019 40 years

Heights Union — 9,545 123,944 — 5,036 9,545 128,980 138,525 873 — 2021 40 years

(fka Nascar Plaza)

— 51 115,238 — 9,151 51 124,389 124,440 22,176 — 2016 40 years

Charlotte, NC

1 unchanged sentence

Domain Point — 17,349 71,599 — 7,904 17,349 79,503 96,852 7,289 — 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

Promenade Central

(fka 1200 Peachtree)

— 19,495 62,836 ( 1 ) 7,194 19,494 70,030 89,524 4,534 — 2019 40 years

111 West Rio — 6,076 56,647 ( 127 ) 18,612 5,949 75,259 81,208 13,698 — 2017 40 years

4 unchanged sentences

Research Park V — 4,373 — 801 42,623 5,174 42,623 47,797 12,812 2014 1998 30 years

Continued on next page

Meridian Mark Plaza $ — $ 2,219 $ — $ — $ 30,724 $ 2,219 $ 30,724 $ 32,943 $ 23,091 1997 1997 30 years

Miscellaneous Investments — 15,318 69,780 33 1,678 15,351 71,458 86,809 2,947

Total Operating Properties 585,113 614,908 5,303,404 43,961 1,419,625 658,869 6,723,029 7,381,898 874,988

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 Encumbrances Land and

Improvements Buildings and

Improvements Land and

Sales, Transfers

and Other Building and Improvements less Cost of Sales, Transfers and Other Land and

Sales, Transfers

and Other Building and Improvements less Cost of Sales, Transfers and Other Total (a)(b) Accumulated

Depreciation (a)(b) Date of

Construction/

Renovation Date

Acquired Life on Which Depreciation in 2020 Statement of Operations is Computed (c)

HELD FOR SALE

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

100 Mill — 13,156 — — 112,909 13,156 112,909 126,065 — — 2018

Domain 9 — 16,640 — — 32,098 16,640 32,098 48,738 — — 2018

Total Projects Under Development — 29,796 — — 145,007 29,796 145,007 174,803 —

1 unchanged sentence

Charlotte, NC

887 West Peachtree (d)

(fka 901 West Peachtree)

— 11,883 — 13,678 — 25,561 — 25,560 — — 2019

Legacy Union 2 & 3 — 22,724 — — — 22,724 — 22,724 — — 2019

3354 Peachtree — 13,410 — 8,099 — 21,509 — 21,509 — — 2018

Domain 14 & 15 — 21,000 — — — 21,000 — 21,000 — — 2019

1 unchanged sentence

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

100 Mill - Adjacent Land — 6,350 — — — 6,350 — 6,350 — — 2018

Domain Point 3 — 11,018 — — — 11,018 — 11,018 — — 2020

Corporate Center (d) — 5,188 — ( 6 ) — 5,182 — 5,182 — — 2019

The Avenue Forsyth -Adjacent Land — 11,240 — ( 7,540 ) — 3,700 — 3,700 — — 2007

Suburban Atlanta, GA

Corporate Center 5 — 5,188 — ( 4 ) — 5,184 — 5,184 — — 2019

Total Commercial Land — 143,376 — 14,306 — 157,682 — 157,681 —

Total Properties $ 585,113 $ 788,080 $ 5,303,404 $ 58,267 $ 1,564,632 $ 846,347 $ 6,868,036 $ 7,714,382 $ 874,988

Table of C ontents

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

15 unchanged sentences

Cost of real estate sold ( 552,201 ) ( 383,010 ) ( 428 ) ( 74,113 ) ( 44,478 ) —

Write Off of Fully Depreciated Assets ( 108,335 ) — — ( 108,335 ) — —

Total Deductions ( 660,536 ) ( 383,010 ) ( 428 ) ( 182,448 ) ( 44,478 ) —

5 unchanged sentences

Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

(d) Some or all of the land at these properties is controlled under a ground lease.

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