What changed in this filing

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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-03 · 303 added, 326 removed, 1106 unchanged (36% of the section changed)

42 unchanged sentences

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 2023 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.

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

Section 1 of the Code applies to the Company’s senior executive and financial officers and is a “code of ethics” as defined by applicable SEC rules and regulations.

If the Company makes any amendments to the Code other than technical, administrative or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code to the Company’s senior executive or financial officers, the Company will disclose on its website the nature of the amendment or waiver, its effective date and to whom it applies.

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

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

Section 1 of the Code of Business Conduct and Ethics applies to the Company’s senior executive and financial officers and is a “code of ethics” as defined by applicable SEC rules and regulations.

If the Company makes any amendments to the Code of Business Conduct and Ethics other than technical, administrative, or other non-substantive amendments or grants any waivers, including implicit waivers, from a provision of the Code of Business Conduct and Ethics to the Company’s senior executive or financial officers, the Company will disclose on its website the nature of the amendment or waiver, its effective date, and to whom it applies.

Executive Compensation

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Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021, and 2020

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

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

Bylaws of the Registrant, as amended and restated July 26, 2022, filed as Exhibit 3.2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2022, and incorporated herein by reference.

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

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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.

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Stock Grant Certificate, filed as E xhibit 10(a)(xxxii) 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.

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Certificate, filed as E xhibit 10(a)(xxxiii) to the Registrant's Form 10-K filed for 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.

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as E xhibit 10(a)(xxxiv) 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 E xhibit 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.

Amendment Number One to the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan , filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K filed for the year ended December 31, 2021 .

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.

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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.

Gellerstedt, Executive Chairman of the Board, filed as E xhibit 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.

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filed as Exhibit 1.1 to the Registrant's Current Form 8-K filed on August 3, 2021, and incorporated herein by reference.

Delayed Draw Term Loan Agreement, dated as of October 3, 2022, among Cousins Properties LP, as the Borrower;

Cousins Properties Incorporated, as the Parent and a Guarantor;

JPMorgan Chase Bank, N.A., as Syndicati on Agent;

Bank of America, N.A., as Administrative Agent;

Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., and U.S.

Bank National Association, as Documentation Agents;

Morgan Chase Bank, N.A., BofA Securities, Inc., Truist Securities, Inc.

and PNC Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference.

Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorpora ted, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined);

JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C issuer, Bank of America, N.A., as Administrative Agent and an L/C Issuer, Truist Bank, as an L/C Issuer, Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., U.S.

Bank National Association, Wells Fargo Bank, National Association, and TD Bank, National Association, as Documentation Agents, and the Other Lenders Party Hereto BofA Securities, Inc.

Morgan Securities LLC, as Co-Sustainability Structuring Agents J.P.

Morgan Chase Bank, N.A., BofA Securities, Inc.

and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(g) to the Registrant's Current Report on Form 8-K filed on May 2, 2022, and incorporated herein by reference.

First Amendment to Amended and Restated Term Loan Agreement, dated as of September 19, 2022, among Cousins Properties LP, as the Borrower;

Cousins Properties Incorporated, as the Parent and a Guarantor;

JPMo rgan Chase Bank, N.A., as Syndication Agent;

Bank of America, N.A., as the Administrative Agent;

PNC Bank, National Association and Truist Bank, as Co-Documentation Agents;

JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets, LLC, and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(h) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference.

Subsidiaries of the Registrant.

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Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021, and 2020 F- 5

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020 F-6

Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021, and 2020 F- 7

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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, 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").

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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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.

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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Refer to Note 2 to the financial statements

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

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

reasonably be used by other parties;

(6) whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties;

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

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7,008,184 6,839,394

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

Cash and cash equivalents 5,145 8,937

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Intangible assets, net 136,240 168,553

Other assets 48,689 49,939

Other assets, net 81,912 48,689

Total assets $ 7,537,016 $ 7,312,034

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Other liabilities 103,442 111,864

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

Total liabilities 2,890,067 2,711,634

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Stockholders' investment:

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

Common stock, $ 1 par value per share, 300,000,000 shares authorized, 154,019,214 and 151,272,969 issued and 151,457,190 and 148,688,036 outstanding in 2022 and 2021, respectively

154,019 151,273

Additional paid-in capital 5,630,327 5,549,308

Treasury stock at cost, 2,584,933 shares in 2021 and 2020

Treasury stock at cost, 2,562,024 and 2,584,933 shares in 2022 and 2021, respectively

( 147,157 ) ( 148,473 )

Distributions in excess of cumulative net income ( 1,013,292 ) ( 985,338 )

Accumulated other comprehensive income 1,767 —

Total stockholders' investment 4,625,664 4,566,770

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Gain on sales of investments in unconsolidated joint ventures 56,267 13,083 45,767

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

Gain (loss) on investment property transactions ( 9 ) 152,547 90,125

Gain on extinguishment of debt 169 — —

Net income 167,445 278,996 238,114

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COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year Ended December 31,

2022 2021 2020

Comprehensive income:

Net income available to common stockholders $ 166,793 $ 278,586 $ 237,278

Other comprehensive income:

Unrealized gains on cash flow hedges 1,063 — —

Amortization of cash flow hedges 704 — —

Total other comprehensive income 1,767 — —

Total comprehensive income $ 168,560 $ 278,586 $ 237,278

See notes to consolidated financial statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

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Stock Distributions in

Net Income Stockholders’

Net Income Accumulated Other Comprehensive Income Stockholders’

Investment Nonredeemable

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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 )

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

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

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

Distributions to nonredeemable noncontrolling interests — — — — — — ( 2,411 ) ( 2,411 )

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

Distributions to noncontrolling interests — — — — — — — ( 1,156 ) ( 1,156 )

Common dividends ($ 1.20 per share)

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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 based compensation, net of

— ( 2 ) 6,120 — — — 6,118 — 6,118

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

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

Contributions from noncontrolling interests — — — — — — — 6,154 6,154

Distributions to noncontrolling interests — — — — — — — ( 1,338 ) ( 1,338 )

Common dividends ($ 1.24 per share)

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Net income — — — — 166,793 — 166,793 652 167,445

Other comprehensive income — — — — — 1,767 1,767 — 1,767

Common stock sold, net of issuance costs — 2,632 100,488 — — — 103,120 — 103,120

Common stock issued pursuant to stock based compensation — 120 ( 312 ) 1,316 — — 1,124 — 1,124

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— ( 6 ) 8,481 — — — 8,475 — 8,475

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

Distributions to nonredeemable noncontrolling interests — — — — — — ( 1,338 ) ( 2,319 )

Acquisition of partners' noncontrolling interest — — ( 27,638 ) — — — ( 27,638 ) ( 15,749 ) ( 43,387 )

Contributions from noncontrolling interests — — — — — — — 2,866 2,866

Distributions to noncontrolling interests — — — — — — — ( 114 ) ( 114 )

Common dividends ($ 1.28 per share)

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Gain on sales of investment in unconsolidated joint ventures ( 56,267 ) ( 13,083 ) ( 45,767 )

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

Loss (gain) on investment property transactions 9 ( 152,547 ) ( 90,125 )

Impairment — — 14,829

Depreciation and amortization 295,587 288,092 288,648

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

Amortization of deferred financing costs and premium on notes payable ( 99 ) ( 437 ) ( 888 )

Equity-classified stock-based compensation expense, net of forfeitures 10,138 7,459 5,298

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Operating distributions from unconsolidated joint ventures 5,399 11,542 9,303

Gain on extinguishment of debt ( 169 ) — —

Changes in other operating assets and liabilities:

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Return of capital distributions from unconsolidated joint venture 16,805 39,422 2,151

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

Contributions to unconsolidated joint ventures ( 47,894 ) ( 65,077 ) ( 4,285 )

Distributions from unconsolidated joint ventures — 2,151 10

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

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Repayment of credit facility ( 600,600 ) ( 859,400 ) ( 594,600 )

Repayment of notes payable ( 109,469 ) ( 38,700 ) ( 691,179 )

Issuance of unsecured senior notes — — 650,000

Proceeds from term loans 400,000 350,000 —

Repayment of term loans — ( 250,000 ) —

Proceeds from mortgages 42,118 — —

Repayment of mortgages ( 168,401 ) ( 109,469 ) ( 38,700 )

Payment of deferred financing costs ( 8,231 ) ( 2,989 ) ( 73 )

Contributions from noncontrolling interests 6,154 5,197 8,087

Distributions to nonredeemable noncontrolling interests ( 1,338 ) ( 1,156 ) ( 2,411 )

Issuance of common stock 103,120 — —

Proceeds from sale of treasury stock 514 — —

Common dividends paid ( 192,275 ) ( 182,840 ) ( 176,263 )

Issuance of term loan 350,000 — —

Repayment of term loan ( 250,000 ) — —

Other — — ( 1,028 )

Net cash provided by (used in) financing activities ( 194,382 ) ( 230,095 ) 69,160

Contributions from noncontrolling interests 2,866 6,154 5,197

Distributions to noncontrolling interests ( 114 ) ( 1,338 ) ( 1,156 )

Acquisition of partner's noncontrolling interest ( 43,387 ) — —

Net cash used in financing activities ( 35,690 ) ( 194,382 ) ( 230,095 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 5,023 ) 4,030 ( 11,470 )

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Description of Business:

Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”).

Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”).

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

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

As of December 31, 2021 and 2022, limited partners owned the remaining 25,000 common units of CPLP.

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

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

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

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

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

Therefore, the Company did not present comprehensive income.

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.

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

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

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

We concluded that Cousins 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.

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.

As of December 31, 2022 and 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 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.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of development properties, which have ongoing construction of tenant improvements, until the earlier of (i) the date on which the development project achieves 90 % economic occupancy or (ii) one year from cessation of major construction activity on the core building development.

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

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For acquisitions that are accounted for as an acquisition of an asset, the Company records the acquired tangible and intangible assets and assumed liabilities based on each asset and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs.

For acquisitions that are accounted for as an acquisition of a business, the Company records the acquired tangible and intangible assets and assumed liabilities at fair value at the acquisition date.

For acquisitions that are accounted for as an acquisition of a business, the Company records the acquired tangible and intangible assets and assumed liabilities at fair value at the acquisition date, excluding any acquisition costs, which are expensed as incurred.

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

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

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

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

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

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

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

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Furniture, fixtures, and equipment are depreciated over their estimated useful lives of three to five years .

Tenant improvements, leasing costs, and leasehold improvements are amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter.

Tenant improvements, leasing costs, and leasehold improvements are generally amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter.

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

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

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

If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value.

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

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

The outside partners' interests in CPLP are redeemable on a one -for-one basis, upon demand, into shares of common stock of the Company or, at the Company's sole discretion, into the cash equivalent of such share of common stock.

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

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

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

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

As of December 31, 2022 and 2021, the Company had unamortized deferred income related to tenant funded tenant improvements of $ 100.1 million and $ 30.2 million, respectively, included in deferred income on the consolidated balance sheets.

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Stock Compensation

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

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

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

3 unchanged sentences

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

Derivative Financial Instruments

The Company manages its exposure to interest rate risk associated with its floating-rate debt using derivative financial instruments, specifically interest rate swaps.

The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure, as well as to hedge specific anticipated transactions.

Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

Derivatives are carried at fair value on the balance sheet as either other assets or other liabilities.

If the hedging instrument is designated as a cash flow hedge and is determined to be highly effective, any gain or loss from changes in the fair value of the hedging instruments are reported as a component of other comprehensive income included in the equity section of the balance sheet.

When the forecasted transaction occurs, the effective portion of the gain or loss on the hedge is reclassified from other comprehensive income to the income statement.

The Company regularly assesses the effectiveness of the hedge relationships between the hedging instrument and the underlying exposure being hedged.

The Company also regularly assesses the effectiveness of its risk management strategies and its use of derivative financing instruments.

Earnings per Share

1 unchanged sentence

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 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.

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 forward sales contracts of our common stock were settled, and (iii) 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.

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

Determination of Fair Values

The Company uses fair values in the preparation of the financial statements and related footnote disclosures under the Fair Value Hierarchy prescribed by GAAP.

The hierarchy is used to determine fair values of long-lived assets when recording impairments (see note 4), disclosing fair values of debt as of the balance sheet date (see note 9), and recording cash flow hedges (see note 10).

All of these determinations are made based on Level 2 inputs, which are described more fully in the respective footnotes.

Fair values used for stock compensation are based on the assumptions and methodologies described in note 15 and are excepted from the Fair Value Hierarchy disclosure requirements.

Use of Estimates

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Actual results could differ from those estimates.

TRANSACTIONS WITH TIER REIT, INC.

On June 14, 2019, pursuant to the Agreement and Plan of Merger dated March 25, 2019 (the “Merger Agreement”), by and among the Company and TIER REIT, Inc.

(“TIER”), TIER merged with and into a subsidiary of the Company (the “Merger”) with this subsidiary continuing as the surviving corporation of the Merger.

The Merger has enhanced the Company's position in its existing markets of Austin and Charlotte, provided a strategic entry into Dallas, and rebalanced the Company's portfolio across its markets.

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

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

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.

The total value of the transaction is based on the closing stock price of the Company's common stock on June 13, 2019, the day immediately prior to the closing of the Merger.

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

During the 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.

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

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

Real estate assets $ 2,202,073

Real estate assets held for sale 20,835

Cash and cash equivalents 84,042

Restricted cash 1,947

Notes and other receivables 8,278

Investment in unconsolidated joint ventures 331

Intangible assets 141,184

Other assets 10,040

Notes payable 747,549

Accounts payable and accrued expenses 53,321

Deferred income 8,388

Intangible liabilities 47,988

Other liabilities 7,793

Nonredeemable noncontrolling interests 5,329

Total purchase price $ 1,598,362

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

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.

December 31, 2019

(unaudited, in thousands)

Revenues $ 750,080

Net income 232,136

Net income available to common stockholders 229,503

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

TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY

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• Sold land to NS for $ 52.5 million.

• Executed a Development Agreement with NS whereby the Company will receive fees totaling $ 5 million in consideration for development services for NS’s corporate headquarters that is being constructed on the land sold to NS.

• Executed a Consulting Agreement with NS whereby the Company will receive fees totaling $ 32 million in consideration for consulting services for NS’s corporate headquarters.

• Executed a Development Agreement with NS whereby the Company received fees totaling $ 5.0 million in consideration for development services for NS’s corporate headquarters that has been constructed on the land sold to NS.

• Executed a Consulting Agreement with NS whereby the Company received fees totaling $ 32.0 million in consideration for consulting services for NS’s corporate headquarters.

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

• 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.

• Purchased a building from NS (“Promenade Central”) for $ 82.0 million subject to a three-year market rate lease with NS that covered the entire building and expired December 31, 2021.

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 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 purchased Promenade Central 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 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 Company determined that the purchase of Promenade Central should be recorded at fair value of $ 92.3 million.

The Company determined that the lease with NS at the Promenade Central 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 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.

This amount included non-cash consideration of the $ 10.3 million discount on the purchase of Promenade Central 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.

The Company determined that control of the services to be provided is being transferred over time and, thus, the Company must recognize the $ 52.3 million contract price in revenue as it satisfies the performance obligation.

The Company determined that control of the services to be provided is being transferred over time and, thus, the Company recognized the $ 52.3 million contract price in revenue as it satisfied the performance obligation.

The Company determined that the inputs method of measuring progress of satisfying the performance obligation was the most appropriate method of recognizing revenue for the services component.

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During the years ended December 31, 2022, 2021, and 2020, the Company recognized $ 3.2 million, $ 11.9 million, and $ 14.9 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.

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

As of December 31, 2021, the Company had deferred income related to NS included in the consolidated balance sheet of $ 1.8 million.

As of December 31, 2022, the Company had no deferred income related to NS included in the consolidated balance sheet, and all revenue related to this performance obligation had been recognized.

During 2021, the Company acquired three office properties.

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

300 Colorado Heights Union 725 Ponce The RailYard

300 Colorado (1) Heights Union 725 Ponce

Gross Purchase Price $ 162,500 $ 144,800 $ 300,200

Acquisition Date December 2021 October 2021 July 2021 December 2020

Acquisition Date December 2021 October 2021 July 2021

Square Feet 369,000 294,000 372,000

Market Austin Tampa Atlanta Charlotte

Market Austin Tampa Atlanta

Purchase Price Allocation

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

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

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

(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 6 for more information on this transaction).

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

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

(2) Represents amounts, including acquisition costs, assigned to the net assets consolidated in the balance sheet upon acquisition.

During 2021, the Company acquired two 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

Market Acres Gross Purchase Price

887 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.

During 2021, the Company sold three office properties.

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

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

Property Location Date Square Feet Sales Price Gain on Sale, Net

816 Congress Austin December 2021 435,000 $ 174,000 $ 77,200

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Burnett Plaza Fort Worth April 2021 1,000,000 $ 137,500 $ 200

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 Company recorded a gain of $ 90.1 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

Other assets 133

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

Other liabilities 2,149

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, 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 .

GROUND LEASES

At December 31, 2022, the Company had three properties subject to operating ground leases with a weighted average remaining term of 78 years and one finance ground lease with a remaining term of three years .

At December 31, 2022, the Company had right-of-use assets from operating ground leases of $ 45.8 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.

11 unchanged sentences

2025 1,958 3,676

Thereafter 173,313 —

8 unchanged sentences

2025 1,958 3,676

2025 2,517 3,676

Thereafter 175,323 —

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AMCO 120 WT Holdings, LLC $ 81,136 $ 83,546 $ — $ — $ 80,509 $ 82,739 $ 14,856 $ 15,347

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

Crawford Long - CPI, LLC 22,857 24,709 62,856 64,566 ( 39,691 ) ( 40,221 ) ( 19,173 ) (1) ( 19,356 ) (1)

2 unchanged sentences

715 Ponce Holdings LLC 8,333 8,150 — — 8,332 8,150 4,261 4,165

Sold and Other:

Carolina Square Holdings LP — 113,011 — 132,654 — ( 34,066 ) — ( 15,786 ) (1)

HICO Victory Center LP 158 16,421 — — 5,818 15,962 75 10,723

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 — — — 11 — 47

7 unchanged sentences

AMCO 120 WT Holdings, LLC $ 10,844 $ 8,894 $ 3,000 $ 3,245 $ 639 $ 2,740 $ 632 $ 115 $ ( 552 )

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

Crawford Long - CPI, LLC 13,298 13,118 12,650 4,530 4,032 3,797 2,117 1,869 1,808

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715 Ponce Holdings LLC 287 84 — 183 55 — 91 27 —

Sold and Other:

Carolina Square Holdings LP 12,071 16,518 14,581 503 2,187 3,061 164 982 1,472

HICO Victory Center LP 92 232 356 6,735 232 356 4,546 125 178

Austin 300 Colorado Project, LP 33 8,747 841 17 2,012 466 8 972 233

(purchased outside interest December 2021)

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

Charlotte Gateway Village, LLC — 378 6,692 ( 1 ) 369 3,202 100 185 1,658

(sold March 2020)

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

DC Charlotte Plaza LLLP ( 5 ) 15,217 20,439 ( 28 ) 5,491 7,272 ( 36 ) 2,539 3,380

(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 — ( 151 ) 515 31 ( 38 ) ( 230 )

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The assets of the venture in the above table include a cash balance of $ 407,000 at December 31, 2022.

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.

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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.

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 $ 563.0 million 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 prior to joint venture formation.

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

3 unchanged sentences

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.

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 a future development in Midtown Atlanta, Georgia.

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 $ 114,000 at December 31, 2022.

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.

Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded equally by the partners.

Sold and Other Joint Ventures

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

On September 29, 2022, the Company sold its 50 % interest in Carolina Square to its partner for a gross sales price of $ 105.0 million.

The Company recognized a gain of $ 56.3 million on the sale of its interest in Carolina Square, net of $179,000 of state income tax.

HICO Victory Center LP ("HICO") — HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), which owned a land parcel in Dallas, Texas.

The Company funded 75 % of the cost of land while Hines Victory funded 25 %.

If the partners decide to commence construction of an office building, the capital accounts and economics of the venture will be adjusted such that the Company will own at least 90 % of the venture and Hines will own up to 10 %.

As of December 31, 2021, the Company accounted for its investment in HICO under the equity method because it does not control the activities of the venture.

If the partners decide to construct an office building within the venture, the Company expects to consolidate the venture.

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

Other Joint Ventures

Pursuant to the joint venture agreement, all predevelopment expenditures, other than land, were funded equally by the partners.

On June 30, 2022, HICO sold the land parcel for a gross price of $ 23.1 million.

The Company's share of the $ 6.8 million gain from the transaction was $ 4.5 million and is included in income from unconsolidated joint ventures on the statements of operations.

The Company accounted for its investment in HICO under the equity method because it did not control the activities of the venture.

The assets of the venture in the above table include a cash balance of $ 158,000 at December 31, 2022.

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.

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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 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.

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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.

Morgan Asset Management ("JPM"), which owned and operated two office buildings in Atlanta, Georgia.

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 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.

5 unchanged sentences

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

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

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 the gain on sales of investments in unconsolidated joint ventures.

At December 31, 2022, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 178.8 million.

These loans are mortgage or construction loans, most of which are non-recourse to the Company, except as described above.

These loans are mortgage or construction loans, all of which are non-recourse to the Company, except as described above.

In addition, in certain instances, the Company provides “non-recourse carve-out guarantees” on these non-recourse loans.

5 unchanged sentences

$ 102,080 $ 129,538

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 leases, net of accumulated amortization of $ 1,860 and $ 1,449 in 2022 and 2021, respectively

17,393 17,804

Above-market leases, net of accumulated amortization of $ 25,085 and $ 25,423 in 2022 and 2021, respectively

15,093 19,537

Goodwill 1,674 1,674

3 unchanged sentences

$ 52,280 $ 63,223

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 $ 21.4 million, $ 32.7 million, and $ 43.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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

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

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

2023 $ 20,764 $ 400 $ 3,338 $ ( 9,386 ) $ 15,116

6 unchanged sentences

Weighted average remaining lease term 7 years 59 years 7 years 7 years

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

At December 31, 2022 and 2021, other assets included the following ($ in thousands):

2 unchanged sentences

11,824 13,772

Prepaid expenses and other assets 6,998 6,095

Lease inducements, net of accumulated amortization of $ 5,129 and $ 3,721 in 2022 and 2021, respectively

Line of credit deferred financing costs, net of accumulated amortization of $ 5,976 and $ 4,461 in 2021 and 2020, respectively

Prepaid expenses and other assets 6,438 6,998

Credit Facility deferred financing costs, net of accumulated amortization of $ 135 and $ 5,976 in 2022 and 2021, respectively

$ 81,912 $ 48,689

6 unchanged sentences

Unsecured Notes:

Credit Facility, Unsecured 1.15 % 2023 $ 228,500 $ 232,400

Term Loan, Unsecured 1.15 % 2024 350,000 250,000

2019 Senior Notes, Unsecured 3.95 % 2029 275,000 275,000

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

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

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

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

Credit Facility 5.30 % 2027 $ 56,600 $ 228,500

Term Loan 5.45 % 2025 400,000 —

Term Loan 5.38 % 2024 350,000 350,000

Senior Note 3.95 % 2029 275,000 275,000

Senior Note 3.91 % 2025 250,000 250,000

Senior Note 3.86 % 2028 250,000 250,000

Senior Note 3.78 % 2027 125,000 125,000

Senior Note 4.09 % 2027 100,000 100,000

1,806,600 1,578,500

1 unchanged sentence

Fifth Third Center 3.37 % 2026 130,168 133,672

Colorado Tower 3.45 % 2026 112,150 114,660

Terminus (3) 6.34 % 2031 221,000 184,239

Promenade 4.27 % 2022 89,052 92,593

Colorado Tower 3.45 % 2026 109,552 112,150

Domain 10 3.75 % 2024 74,521 76,412

Terminus 200 3.79 % 2023 72,561 74,354

Promenade Tower (4) 4.27 % 2022 — 89,052

Legacy Union One (4) 4.24 % 2023 — 66,000

6 unchanged sentences

(2) Weighted average maturity of notes payable outstanding at December 31, 2022 was 4.0 years.

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

(3) Represents $ 123.0 million and $ 98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200, buildings, respectively.

(4) These mortgages were paid off, in full, in October 2022.

Credit Facility

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

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

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $ 1 billion if certain conditions are satisfied.

The Credit Facility recasts the Prior Facility by, among other things, extending the maturity date from January 3, 2023 to April 30, 2027, and reducing certain per annum variable interest rate spreads and other fees.

The Credit Facility contains financial covenants consistent with those of the Prior Facility, with the exception of an increase in the secured leverage ratio to no more than 50 %.

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 Daily Secured Overnight Financing Rate ("SOFR") or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.90 % and 1.40 %, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50 %, Term SOFR, plus a SOFR adjustment of 0.10 % and 1.00 %, or 1.00 %, plus a spread of between 0.00 % and 0.40 %, based on leverage.

In addition to the interest rate, the Credit Facility is also subject to a facility fee of 0.15 % to 0.30 %, depending on leverage, on the entire $ 1 billion capacity.

At December 31, 2022, the Credit Facility's interest rate spread over Adjusted SOFR was 0.90 %, and the facility fee spread was 0.15 %.

The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors.

The total available borrowing capacity under the Credit Facility was $ 943.4 million at December 31, 2022.

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

Through May 2, 2022, the Company had a $ 1 billion senior unsecured line of credit (the "Prior Facility") that was scheduled to mature on January 3, 2023.

The Prior Facility contained financial covenants that required, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75 x;

a fixed charge coverage ratio of at least 1.50 x;

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and an overall leverage ratio of no more than 60 %.

The Credit Facility also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default.

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

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

The 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.

At December 31, 2021, the Credit Facility's spread over LIBOR was 1.05 %.

The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors.

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

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.

The Prior Facility also contained customary representations and warranties and affirmative and negative covenants, as well as customary events of default.

The interest rate applicable to the Prior Facility varied according to the Company's leverage ratio, and was, at the election of the Company, determined based on either (1) 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.

On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $ 400 million available under the loan.

The loan matures on March 3, 2025 with four consecutive options to extend the maturity date for an additional six months .

The interest rate provisions are the same as the 2021 Term Loan, and the covenants are the same as the Credit Facility.

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

Under the 2021 Term Loan, the Company has borrowed $ 350 million that matures on August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days.

On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan.

This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility.

Under the terms of this First Amendment, the interest rate applicable to the 2021 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 Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 1.05 % and 1.65 %, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50 %, Term SOFR, plus a SOFR adjustment of 0.10 % and 1.00 %, or 1.00 %, plus a spread of between 0.05 % and 0.65 %, based on leverage.

On September 19, 2022, the Company provided notice of our election of the Daily SOFR Rate Loan provisions.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $ 350 million 2021 Term Loan through the maturity date of August 30, 2024.

This swap effectively fixed the underlying SOFR rate at 4.23 %.

See note 10 for more information on this cash flow hedge.

At December 31, 2022, the 2021 and 2022 Term Loan's spread over Adjusted SOFR rate was 1.05 %.

Unsecured Senior Notes

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

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

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.

In December 2022, the Company refinanced mortgages on the Company's two Terminus properties in Atlanta with the lender.

Under the new mortgage, the maturities were extended from January 2023 to January 2031, the combined principal increased to $ 221.0 million, and the interest rate is now 6.34 %.

In October 2022, the Company paid off, in full, its Legacy Union One and Promenade Tower mortgages.

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

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.

As of December 31, 2021, the Company had $ 661.5 million outstanding on seven non-recourse mortgage notes.

As of December 31, 2022, the Company had $ 535.2 million outstanding on five non-recourse mortgage notes.

All interest rates on the secured mortgage notes are fixed.

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

Assets with depreciated carrying values of $ 910.2 million were pledged as security on these mortgage notes payable.

Other Debt Information

At December 31, 2021 and 2020, the estimated fair value of the Company’s notes payable was $ 2.3 billion, c alculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2021 and 2020.

The Company is in compliance with all of the covenants related to its unsecured and secured debt.

At December 31, 2022 and 2021, the estimated fair value of the Company’s notes payable was $ 2.2 billion and $ 2.3 billion, respectively , c alculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2022 and 2021.

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

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Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2022 are as follows ($ in thousands):

2022 $ 102,401

Thereafter 746,000

DERIVATIVE FINANCIAL INSTRUMENTS

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $ 350 million 2021 Term Loan through the maturity date of August 30, 2024.

This swap effectively fixed the underlying SOFR rate at 4.23 %.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to mange its exposure to interest rate movements.

To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During 2022, such derivatives were used to hedge the variable cash flows associated with the 2021 Term Loan (referred to as a "cash flow hedge").

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings.

The counterparty under this swap is a major financial institution, and the swap contains provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swap.

There are no collateral requirements related to this swap.

As of December 31, 2022, the fair value of this swap was $ 1.8 million.

This $ 1.8 million is included in other assets in the Company's consolidated balance sheet.

The table below presents the effect of the Company's derivative financial instruments on the Income Statement as of December 31, 2022 ($ in thousands):

Cash Flow Hedge:

Amount of gain recognized in accumulated other comprehensive income on interest rate derivatives $ 1,063

Amount of loss reclassified from accumulated other comprehensive income into income as interest expense $ 704

Total amount of interest expense presented in the consolidated income statements $ 72,537

Over the next twelve months, we estimate that $ 1.8 million will be reclassified out of accumulated other comprehensive income as a reduction of interest expense.

The fair value of this hedge is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

These inputs are considered Level 2 inputs in the fair value hierarchy and the Company engages a third party expert to determine these inputs.

The fair value of the cash flow hedge is determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparty to the cash flow hedge.

These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves.

In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculation.

For the periods presented, it was determined that credit valuation adjustments were not considered to be significant inputs.

OTHER LIABILITIES

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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.

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

Contingencies

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

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

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

The use of a forward equity sale agreement ("Forward Sales") 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 Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins 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 Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.

On April 21, 2022, the Company purchased the 10 % non-controlling interest in one of its consolidated partnerships for $ 43.4 million.

As a result of this transaction, the $ 15.8 million non-controlling interest book value was removed from the Company's balance sheet, and the $ 27.6 million of the purchase price in excess of the non-controlling interest book value was recorded as a reduction in additional paid-in-capital.

On June 29, 2022, the Company issued 2.6 million shares of common stock that had been executed under Forward Sales at an average price of $ 39.92 per share for gross proceeds of $ 105.1 million.

To date the Company has issued 2.6 million shares under the ATM program and has generated cash proceeds of $ 101.4 million, net of $ 1.1 million of compensation to be paid with respect to such Forward Sales, $ 1.7 million of dividends owed during the period the Forward Sales were outstanding, and $ 900,000 of other transaction related costs.

To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in Note 18.

The Company did not have any outstanding Forward Sales for the sale of its common stock as of December 31, 2022 .

The first annual offering period for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2022, with employees purchasing a total of 22,909 shares.

In 2022, the Company settled the employee purchase of shares through the ESPP by issuing treasury shares to participants.

The 22,909 shares sold had a basis of $ 1.3 million, or $ 57.44 per share.

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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Capital Gain Unrecaptured

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

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

2022 $ 1.270000 $ 0.880788 $ 0.389212 $ 0.045470 $ 0.880788 $ 0.389212 $ 0.389212

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Restricted stock and the 2022, 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.

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

For 2022, 2021, and 2020, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

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Director grants 1,471 890 1,060

Employee Stock Purchase Plan 191 25 —

10,059 7,005 5,298

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As of December 31, 2022, 3,249,833 shares were authorized to be awarded pursuant to the 2019 Plan.

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.

During the periods presented the Company also maintained 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.

Equity-Classified Awards

During 2022, 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, the only equity-based awards granted were restricted stock.

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

Subsequent to year end, on February 6, 2023, the Company made modifications to its Market-based RSUs awards granted in 2022, 2021 and 2020.

The modifications were made to clarify the definition of the peer group used to measure TSR award achievement.

The modifications do not have a significant impact on the consolidated financial statements.

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 is three years starting on January 1 of the year of issuance and ending on December 31.

The measurement period for both the market-based and performance-based RSUs is three years starting on January 1 of the year of issuance and ending on December 31 of the third year.

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.

In 2022, 2021, and 2020, the Company granted, at target, 141,899 , 145,413 , and 101,485 of RSUs, respectively, to employees, which vest on December 31 of the last year of the respective three-year FFO and TSR measurement period.

The Company estimates future expense for all equity-classified RSUs outstanding at December 31, 2022 to be $ 5.2 million (using estimated vesting percentages for Performance-based RSUs as of December 31, 2022), which will be recognized over a weighted-average period of 1.7 years.

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.

In 2022, 2021, and 2020, the Company granted 99,758 , 102,262 , and 71,421 shares, respectively, of restricted stock to employees, which vest ratably over three years from 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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The total vesting date fair value of the restricted stock which vested during 2022, 2021, and 2020 was $ 2.9 million, $ 1.9 million, and $ 3.2 million, respectively.

The following table summarizes equity-classified award activity for the years ended December 31, 2021, 2020, and 2019 (shares in thousands):

The following table summarizes equity-classified employee stock compensation award activity for the years ended December 31, 2022, 2021, and 2020 (shares in thousands):

2022 2021 2020

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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 2022, 2021, and 2020:

2022 2021 2020

Volatility (1) 37.7 % 37.5 % 18.0 %

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

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

At December 31, 2021 and 2022, the Company had no stock options outstanding to key employees and outside directors.

In 2022, 2021, and 2020, 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.

During 2021, the Company issued 24,626 shares for option exercises.

The following is a summary of stock option activity for the years ended December 31, 2021, and 2020 (options in thousands):

2021 2020 2019

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

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

Outstanding at beginning of year 28 $ 25.55 67 $ 23.13

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Outstanding at end of year — — 28 $ 25.55

In 2022, 2021, and 2020, the Company also granted 44,549 , 34,912 , and 34,059 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date.

Liability-Classified Awards

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

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):

The 2019 Market-based and Performance-based RSU awards are liability-classified awards and were settled in cash in 2022 based upon the attainment of required market, performance, and service criteria for the three years ended December 31, 2021.

For the 2019 Market-based RSUs, the Company expensed 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 expensed 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.

The 2019 Service-based RSUs vest in February 2023.

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, at target, during the years ended December 31, 2022, 2021, and 2020 (shares in thousands):

2022 2021 2020

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Shares unvested at beginning of the year 43 135 316

Granted — — 136

Vested — ( 92 ) ( 172 )

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Shares unvested at end of year 43 43 135

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

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 .

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

For the 2019 RSU grants, dividend equivalent units were paid in February 2022.

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

For Time-vested RSUs, dividend equivalent units are paid based on the number of RSUs granted.

For the 2019 time-vested RSU grants, dividend equivalent units will be paid out at the time of vesting in February 2023.

The Company accrues and expenses these dividend equivalent units as compensation over the service period as dividends are declared.

The Company estimates future expense the Service-based liability-classified RSUs outstanding at December 31, 2022 to be $ 31,000 (using stock prices as of December 31, 2022), which will be recognized over a weighted-average period of 0.1 years.

There were no Market-based or Performance-based liability awards outstanding as of December 31, 2022.

During 2022, total cash paid for all types of liability-classified RSUs and related dividend payments was $ 6.6 million.

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.

On October 26, 2021, the Company’s board of directors adopted the ESPP, which was approved by stockholders at the 2022 annual meeting.

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, 2022 and 2021, 78 and 95 employees were enrolled in the plan, respectively.

As of and for the year ended December 31, 2022, 22,909 shares of common stock have been purchased under the ESPP.

The total purchase date fair value of the shares purchased during 2022 was $ 604,000 .

Contributions for the purchase period ending November 30, 2023 are expected to be $ 588,000 .

Contributions for the purchase period ending November 30, 2022 were $ 514,000 .

As of December 31, 2022, the Company estimates future expense related to the open purchase period to be $ 137,000 .

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

RETIREMENT SAVINGS PLAN

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

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 Company contributed $ 1.0 million, $ 1.0 million, and $ 1.0 million to the Retirement Savings Plan for the 2022, 2021, and 2020 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):

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Federal and state tax capital loss carryforwards 179 570

Other asset — 104

Gross deferred tax asset 1,820 1,760

4 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, 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.

As of December 31, 2022 and 2021, the net deferred tax asset of CTRS equaled $ 1.8 million with a valuation allowance placed against the full amount.

The conclusion that a valuation allowance should be recorded as of December 31, 2022 and 2021 was based on the lack of evidence that CTRS could generate future taxable income to realize the benefit of the deferred tax assets.

21 unchanged sentences

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.

The treasury stock method resulted in no dilution for these instruments during the respective periods they were outstanding as noted in the following:

(1) shares expect to be issued under the ESPP for the years ended December 31, 2022 and 2021, (2) forward contracts for the future sales of common stock under the Company's ATM for the years ended December 31, 2022 and 2021, and (3) stock options for the years ended December 31, 2021 and 2020.

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

6 unchanged sentences

Transfer from projects under development to operating properties 141,348 — 443,932

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

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

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

Tenant improvements recorded in deferred income 80,369 4,541 15,803

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

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

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

12 unchanged sentences

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.

Included in other markets are properties located in Chapel Hill (sold in September 2022), Houston, Nashville, and Fort Worth (sold in April 2021).

Included in Non-Office are retail and apartments in Chapel Hill (sold in September 2022) and Atlanta, as well as the College Street Garage in Charlotte.

In the third quarter of 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.

90 unchanged sentences

Gain on sale of investment properties 9 ( 152,547 ) ( 90,125 )

Gain on extinguishment of debt ( 169 ) — —

Net Operating Income $ 502,200 $ 493,720 $ 486,034

24 unchanged sentences

Buckhead Plaza — 35,064 234,111 — 54,902 35,064 289,013 324,077 46,738 — 2016 5 - 40 years

725 Ponce — 20,720 272,226 — 14,096 20,720 286,322 307,042 12,139 — 2021 5 - 40 years

300 Colorado (d) — 18,354 278,905 ( 18 ) 7,413 18,336 286,318 304,654 8,040 2022 2021 5 - 40 years

Hayden Ferry — 13,102 262,578 ( 252 ) 22,298 12,850 284,876 297,726 60,247 — 2016 5 - 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 — 22,201 27,360 269,427 296,787 29,755 — 2019 5 - 40 years

9 unchanged sentences

Avalon — 9,952 — 73 180,312 10,025 180,312 190,337 29,015 2016 2016 5 - 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

100 Mill — 13,156 — 5 168,427 13,161 168,427 181,588 4,456 2022 2022 5 - 40 years

Promenade Tower — 13,439 102,790 — 62,902 13,439 165,692 179,131 57,571 — 2011 5 - 34 years

3350 Peachtree — 16,836 108,177 — 44,203 16,836 152,380 169,216 19,833 — 2016 5 - 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 — 19,073 9,545 143,017 152,562 5,843 — 2021 5 - 40 years

(fka Nascar Plaza)

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

Colorado Tower (d) 109,552 1,600 — 20,560 123,938 22,160 123,938 146,098 41,388 2013 2013 5 - 30 years

Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 17,375 — 2019 5 - 40 years

Promenade Central (e) — 19,495 62,836 — 51,464 19,495 114,300 133,795 4,880 — 2019 5 - 40 years

550 South — 51 115,238 — 9,342 51 124,580 124,631 25,827 — 2016 5 - 40 years

Charlotte, NC

1 unchanged sentence

Domain Point — 17,349 71,599 — 11,961 17,349 83,560 100,909 10,826 — 2019 5 - 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

5950 Sherry Lane — 8,040 65,919 — 7,688 8,040 73,607 81,647 8,329 — 2019 5 - 40 years

111 West Rio — 6,076 56,647 ( 127 ) 18,987 5,949 75,634 81,583 16,922 — 2017 5 - 40 years

3348 Peachtree — 6,707 69,723 — 1,575 6,707 71,298 78,005 16,135 — 2016 5 - 40 years

5950 Sherry Lane — 8,040 65,919 — 2,188 8,040 68,107 76,147 6,321 — 2019 40 years

The Pointe — 9,404 54,694 — 8,637 9,404 63,331 72,735 13,576 — 2016 5 - 40 years

6 unchanged sentences

PROJECTS UNDER DEVELOPMENT

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

Domain 9 — 16,640 — — 94,760 16,640 94,760 111,400 — — 2018

2 unchanged sentences

Charlotte, NC

887 West Peachtree (d)

(fka 901 West Peachtree)

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

887 West Peachtree (f) — 11,883 — 14,429 — 26,311 — 26,311 — — 2019

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

13 unchanged sentences

($ in thousands)

(a) Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2021 are as follows:

(a) Reconciliations of total real estate carrying value and accumulated depreciation as of and for the years ended December 31, 2022, 2021, and 2020 are as follows:

Real Estate Accumulated Depreciation

2 unchanged sentences

Additions during the period:

TIER merger — — 2,222,989 — — —

Acquisitions — 723,694 286,252 — — —

13 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.

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

The Company's Land and Improvements assets are reduced over time by the amortization of the right-of-use assets related to these ground leases.

(e) Promenade Central is in the final states of redevelopment and is expected to be substantially complete in 2023.

(f) Some or all of the land at these properties is controlled under a financing 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