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Item 9A. Controls and Procedures

2024-02-07 compared with 2023-02-09 · 303 added, 363 removed, 1046 unchanged (39% of the section changed)

36 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.We have audited the internal control over financial reporting of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

/s/ Deloitte & Touche LLP

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Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

Agreement and Plan of Merger, dated April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties LP, Cousins Properties Incorporated and Clinic Sub Inc., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.

Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc.

and Parkway Operating Partnership LP., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.

Tax Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc.

and Parkway Operating Partnership LP., filed as Exhibit 2.2 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.

Employee Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc.

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

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

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

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

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

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

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

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

Bylaws of the Registrant, as amended and restated 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.

Bylaws of the Registrant, as amended and restated July 25, 2023, filed as Exhibit 3.2.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2023, 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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Description of Registrant's Securities, filed as Exhibit 4.6 to the Registrant's Form 10-K filed for the year ended December 31, 2019.

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

Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 9, 2005, and incorporated herein by reference.

Amendment No.

1 to Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10(a)(iii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2006, and incorporated herein by reference.

Amendment No.

2 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 18, 2006, and incorporated herein by reference.

Form of Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2007, and incorporated herein by reference.

Amendment No.

1 to the Cousins Properties Incorporated 1999 Incentive Stock Plan, filed as Exhibit 10(a)(ii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.

Amendment No.

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

Amendment No.

5 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated February 16, 2009, filed as Exhibit 10(a)(xiv) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.

Form of Amendment Number One to Change in Control Severance Agreement filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.

Amendment Number 6 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.

Form of Cousins Properties Incorporated Cash Long Term Incentive Award Certificate filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.

Cousins Properties Incorporated 2009 Incentive Stock Plan, as approved by the Stockholders on May 12, 2009, filed as Annex B to the Registrant’s Proxy Statement dated April 3, 2009, and incorporated herein by reference.

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

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

Form of Amendment Number Two to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.

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

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

10(a)(xviii)*

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

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

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

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

10(a)(xxiii)*

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

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

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

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

10(a)(xxvii)*

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

10(a)(xxviii)*

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

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

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

10(a)(xxx i) *

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

10(a)(xxxii)*

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 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 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)*

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

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

Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as Exhibit 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 Exhibit 10(a)(xxxv) to the Registrant's Form 8-K filed on November 1, 2021 and incorporated herein by reference.

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.

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Retirement Agreement and General Release for Lawrence L.

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.

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

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

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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.

Amendment to Equity Distribution Agreement, dated as of February 17, 2023, Morgan Stanley & Co.

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

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

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

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

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

Morgan Securities LLC, T D Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC as forward sellers, filed as Exhibit 1.2 to the Registrant's Current Report on Form 8-K filed on February 17, 2023, and incorporated herein by reference.

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

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C ousins Properties Incorporated Clawback Policy

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

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

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

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

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

15 unchanged sentences

Cash and cash equivalents 6,047 5,145

Restricted cash — 1,231

Accounts receivable 11,109 8,653

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Interest expense 105,463 72,537 67,027

Impairment — — 14,829

Depreciation and amortization 314,897 295,587 288,092

Transaction costs — — 428

Other 2,128 2,134 2,131

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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

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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

1 unchanged sentence

( 6 ) 8,481 — — — 8,475 — 8,475

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

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

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Other comprehensive income — — — — 425 425 — 425

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

Common stock issued pursuant to stock based compensation 320 ( 1,845 ) 1,461 — — ( 64 ) — ( 64 )

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( 3 ) 10,227 — — — 10,224 — 10,224

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

Contributions from noncontrolling interests — — — — — — 3,115 3,115

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Loss (gain) on investment property transactions ( 504 ) 9 ( 152,547 )

Impairment — — 14,829

Depreciation and amortization 314,897 295,587 288,092

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Operating distributions from unconsolidated joint ventures 3,664 5,399 11,542

Gain on extinguishment of debt ( 169 ) — —

Loss on extinguishment of debt — ( 169 ) —

Changes in other operating assets and liabilities:

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Property acquisition, development, and tenant asset expenditures ( 279,519 ) ( 342,241 ) ( 787,810 )

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

Return of capital distributions from unconsolidated joint ventures 10,924 16,805 39,422

Contributions to unconsolidated joint ventures ( 31,388 ) ( 47,894 ) ( 65,077 )

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

Net cash used in investing activities ( 295,735 ) ( 334,499 ) ( 191,066 )

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

As of December 31, 2022 and 2021, the Company did not have any partnerships, joint ventures, or other arrangements with variable interests that qualified as a VIE.

The Company had no investments or interests in any VIEs a s of December 31, 2023 or 2022 .

SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

Cost Capitalization:

Costs related to planning, developing, leasing, and constructing a property, including costs of development personnel working directly on projects under development, are capitalized.

In addition, the Company capitalizes interest to qualifying assets under development based on average accumulated expenditures outstanding during the period.

In capitalizing interest to qualifying assets, the Company first uses the interest incurred on specific project debt, if any, and next uses the Company’s weighted average interest rate for non-project specific debt.

The Company also capitalizes interest to investments accounted for under the equity method when the investee has property under development with a carrying value in excess of the investee’s borrowings.

Costs related to planning, developing, leasing, and constructing a property, including costs of personnel working directly on projects under development or redevelopment, are capitalized.

In addition, the Company capitalizes interest to qualifying assets under development or redevelopment based on average accumulated expenditures outstanding during the period.

In capitalizing interest to qualifying assets, the Company uses the interest incurred on specific project debt, if any.

If there is no specific project debt, the Company uses its weighted average interest rate for non-project specific debt.

The Company also capitalizes interest to investments in entities accounted for under the equity method when the entity has property under development or redevelopment with a carrying value in excess of the entity’s borrowings.

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 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.

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

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

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

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

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

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

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

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

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

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

For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization schedule, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of significant future tenants.

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

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

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

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

For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of significant future tenants.

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

Acquisition of Real Estate Assets:

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Based on the facts of the transactions and guidance in ASC 805, if the Company determines that an input and substantial processes that create an output are present, the Company will account for the acquisition as an acquisition of a business.

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 asset acquisitions, 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, excluding any acquisition costs, which are expensed as incurred.

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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.

The Company accelerates the depreciation of tenant improvements if it estimates that the lease term will end prior to the termination date, absent any expectation that the tenant improvements will be used by a successor tenant.

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

Deferred expenses are amortized over the period of estimated benefit.

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and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture.

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

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

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

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

Our leases regularly include allowances for tenant improvements.

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

3 unchanged sentences

As of December 31, 2023 and 2022, the Company had unamortized deferred income related to tenant-funded tenant improvements of $ 141.0 million and $ 100.1 million, respectively, included in deferred income on the consolidated balance sheets.

During 2023, 2022, and 2021, the Company recognized $ 20.0 million, $ 11.2 million, and $ 5.4 million, respectively, in revenues related to the amortization of tenant-funded tenant improvements.

Certain leases also provide for percentage rents based upon the level of sales achieved by the lessee.

5 unchanged sentences

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

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

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

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

Other agreements provide for payment deferrals without extensions.

The Company accounts for these deferral agreements as lease modifications and has included these deferred payments in deferred rents receivable on the accompanying consolidated balance sheets.

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

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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 current 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.

1 unchanged sentence

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.

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

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

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Restricted Cash

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

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

The Company did not have any restricted cash as of December 31, 2023 or 2022.

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.

The hierarchy is used for disclosing fair values of debt as of the balance sheet date (see note 8) and recording cash flow hedges (see note 9).

Both 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 14 and are excepted from the Fair Value Hierarchy disclosure requirements.

2 unchanged sentences

Actual results could differ from those estimates.

TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY

On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) as follows:

• Sold land to NS for $ 52.5 million.

• 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”) 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 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 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 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 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.

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

During the years ended December 31, 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, 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 (1) Heights Union 725 Ponce

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

Acquisition Date December 2021 October 2021 July 2021

Square Feet 369,000 294,000 372,000

Market Austin Tampa Atlanta

Purchase Price Allocation

Tangible assets

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

297,259 133,489 292,946

Intangible assets

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

Below market ground lease 840 — —

Above market leases 21 1,322 1,770

14,835 7,216 14,558

Intangible liabilities

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

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

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 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 Price

887 West Peachtree Atlanta 0.7 $ 10,000

3354/3356 Peachtree Atlanta 0.2 $ 8,000

In September 2023, the Company sold a 10.4 acre land parcel in Atlanta for a gross sales price of $ 4.25 million and recorded a gain of $ 507,000 .

During 2021, the Company sold three office properties.

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

The Company recorded a gain of $ 90.1 million from the 2021 sales.

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.

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

The Company recorded a total gain of $ 90.1 million from the 2021 sales.

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

Net proceeds approximated book value.

The Company tests buildings held-for-investment, by disposal groups, for impairment whenever changes in circumstances indicate a disposal group’s carrying value may not be recoverable.

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

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

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

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

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

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

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

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

None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations.

The Company also reviews held-for-sale buildings, if any, for impairments.

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

If book value is in excess of estimated fair value less estimated selling costs, the Company impairs those assets to fair value less estimated selling costs.

There were no held-for-sale buildings as of December 31, 2023 or December 31, 2022 and no impairments of held-for-sale buildings during any periods presented in the accompanying statement of operations.

The Company also reviews land and projects under development for impairment whenever changes in circumstances indicate the assets' carrying value may not be recoverable.

None of the Company's investments in land, including any accumulated predevelopment costs, or projects under development were impaired as of December 31, 2023 or December 31, 2022.

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

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, 2023, the Company had three properties subject to operating ground leases with a weighted average remaining term of 77 years and one finance ground lease with a remaining term of two years .

At December 31, 2023, the Company had right-of-use assets from operating ground leases of $ 45.5 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.

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The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2023 was 4.3 %.

At December 31, 2022, the Company had three properties subject to operating ground leases with a weighted average remaining lease 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.

At December 31, 2022, the Company had lease liabilities for operating and finance ground leases of $ 49.6 million and $ 3.6 million, respectively, included in other liabilities on the consolidated balance sheet.

The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2022 was 4.3 %.

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

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For the years ended December 31, 2023, 2022, and 2021, the Company recognized operating ground lease expense of $ 2.9 million, $ 2.9 million, and $ 4.1 million, respectively.

For the year ended December 31, 2022 the Company had no variable lease expenses related to ground lease expense, and recognized interest expense related to finance ground leases of $ 162,000 .

For the year ended December 31, 2022, the Company paid $ 2.1 million in cash related to operating ground leases and made $ 162,000 in cash payments related to financing ground leases.

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2022, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 ($ in thousands):

Operating Ground Leases Finance Ground Leases

2023 $ 1,925 $ 162

2024 1,933 162

2025 1,958 3,676

Thereafter 173,313 —

$ 183,145 $ 4,000

Discount ( 133,571 ) ( 445 )

Lease liability $ 49,574 $ 3,555

For the years ended December 31, 2023, the Company had $ 155,000 variable lease expenses related to ground lease expense.

For the years ended December 31, 2022 and 2021, the Company had no variable lease expenses related to ground lease expense.

Additionally, the Company recognized interest expense related to finance ground leases of $ 162,000 in each of the years.

For each of the years ended December 31, 2023 and 2022, the Company paid $ 2.1 million in cash related to operating ground leases and made $ 162,000 in cash payments related to financing ground leases.

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2023, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 ($ in thousands):

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2025 1,958 3,676

2024 1,933 162

2025 1,958 3,676

Thereafter 171,291 —

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The information included in the following table entitled summary of financial position is as of December 31, 2023 and 2022 ($ in thousands).

The information included in the summary of operations table is for the years ended December 31, 2022, 2021, and 2020 ($ in thousands).

SUMMARY OF FINANCIAL POSITION

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Sold and Other:

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

HICO Victory Center LP — 158 — — — 5,818 — 75

Other — 518 — — — 11 — 47

$ 589,800 $ 433,822 $ 302,096 $ 178,796 $ 251,707 $ 232,702 $ 112,765 $ 93,666

(1) In May 2023, Crawford Long - CPI, LLC refinanced the mortgage loan for the Medical Offices at Emory Hospital property.

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

(3) Neuhoff Holdings LLC has a construction loan with a borrowing capacity up to $ 312.7 million and an interest rate based on the Secured Overnight Financing Rate ("SOFR") plus 3.45 %, with a minimum rate of 3.60 %.

The information included in the summary of operations table is for the years ended December 31, 2023, 2022, and 2021 ($ in thousands).

SUMMARY OF OPERATIONS

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Austin 300 Colorado Project, LP — 33 8,747 — 17 2,012 — 8 972

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

DC Charlotte Plaza LLLP — ( 5 ) 15,217 — ( 28 ) 5,491 — ( 36 ) 2,539

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Joint Ventures with Operating Properties

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

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

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

Subsequent contributions are funded in proportion to the members' percentage interests.

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

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

The property contains 52,000 square feet of commercial space and 330 apartment units.

The assets of the venture in the above table include a cash balance of $ 1.5 million at December 31, 2023.

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

Crawford Long has a $ 62.9 million, 3.5 % fixed rate mortgage note which matures on June 1, 2023.

In May 2023, Crawford Long refinanced the mortgage loan for the Medical Offices at Emory Hospital property.

This $ 83.0 million interest-only mortgage loan has a fixed interest rate of 4.80 % and matures in June 2032.

The assets of the venture in the above table include a cash balance of $ 2.9 million at December 31, 2023.

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 $ 563.0 million mixed-use property in Nashville, Tennessee.

Neuhoff Holdings LLC ("Neuhoff") — Neuhoff is a 50 - 50 joint venture between the Company and Neuhoff Acquisition LLC formed for the purpose of developing a $ 563.0 million mixed-use property in Nashville, Tennessee.

The project consists of 448,000 square feet of commercial space and 542 apartment units.

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.

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

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

In September 2021, the joint venture closed on a construction loan with a borrowing capacity up to $ 312.7 million that matures in September 2025 with one 12 -month extension, subject to conditions.

In April 2023, the interest rate on the loan changed from the London Interbank Offered Rate ("LIBOR") to SOFR plus 3.45 %, with a minimum rate of 3.60 %.

Prior to April 2023, the loan bore interest at London Interbank Offering Rate ("LIBOR") plus 3.45 %.

The assets of the venture in the above table include a cash balance of $ 507,000 at December 31, 2023.

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 a future development in Midtown Atlanta, Georgia.

715 Ponce Holdings LLC ("715 Ponce") — 715 Ponce is a 50 - 50 joint venture between the Company and 715 Acquisition LLC 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.

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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.

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

In September 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.

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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.

In June 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.

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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.

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

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

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

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

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

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

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 the gain on sales of investments in unconsolidated joint ventures.

At December 31, 2023, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 302.1 million.

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.

The above mortgage loan is non-recourse to the Company, however, the Company does provide a customary “non-recourse carve-out guaranty”.

With respect to the Neuhoff construction loan, the Company and its 50 - 50 partner guarantee their respective halves of the borrower’s obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction;

and the Company and its partner provide a customary non-recourse carve-out guaranty.

The Company recognized $ 1.2 million, $ 2.8 million, and $ 3.3 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2023, 2022, and 2021, respectively.

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$ 42,193 $ 52,280

For the years ended December 31, 2023, 2022, and 2021, the amortization of the above asset and liabilities are recorded as follows ($ in thousands):

2023 2022 2021

Rental property revenues, net (Below-market and Above-market leases) $ 6,876 $ 6,446 $ 11,363

Depreciation and amortization (In-place leases) 21,964 27,458 40,959

Rental property operating and other expenses (Below-market ground leases) 400 411 231

Aggregate net amortization expense related to intangible assets and liabilities was $ 15.5 million, $ 21.4 million, and $ 32.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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At December 31, 2023 and 2022, other assets included the following ($ in thousands):

Predevelopment costs and earnest money $ 50,009 $ 20,677

Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $ 18,860 and $ 18,560 in 2022 and 2021, respectively

Predevelopment costs $ 56,600 $ 50,009

Furniture, fixtures, and equipment and other deferred costs, net of accumulated depreciation of $ 18,564 and $ 18,860 in 2023 and 2022, respectively

10,631 11,824

3 unchanged sentences

$ 90,745 $ 81,912

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

Predevelopment costs represent amounts that are capitalized related to predevelopment projects on land owned by the Company that has been determined to be probable of future development.

Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs.

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Unsecured Notes:

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

Credit Facility 6.31 % April 2027 $ 185,100 $ 56,600

Term Loan (3) March 2025 400,000 400,000

Term Loan 5.38 % August 2024 350,000 350,000

Senior Note 3.95 % July 2029 275,000 275,000

Senior Note 3.91 % July 2025 250,000 250,000

Senior Note 3.86 % July 2028 250,000 250,000

Senior Note 3.78 % July 2027 125,000 125,000

Senior Note 4.09 % July 2027 100,000 100,000

1,935,100 1,806,600

Secured Mortgage Notes:

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

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

Colorado Tower 3.45 % 2026 109,552 112,150

Domain 10 3.75 % 2024 74,521 76,412

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

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

Terminus (4) 6.34 % January 2031 221,000 221,000

Fifth Third Center 3.37 % October 2026 126,548 130,168

Colorado Tower 3.45 % September 2026 106,862 109,552

Domain 10 3.75 % November 2024 72,558 74,521

526,968 535,241

$ 2,462,068 $ 2,341,841

Unamortized premium — 3,910

Unamortized loan costs ( 4,441 ) ( 7,235 )

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(2) Weighted average maturity of notes payable outstanding at December 31, 2023 was 3.0 years.

(3) In April 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million Term Loan.

As of December 31, 2023, the fixed interest rate was 5.45 %, and the floating interest rate was 6.46 %.

(4) Represents $ 123 million and $ 98 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

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.

The Credit Facility contains financial covenants that require, 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;

a secured leverage ratio of no more than 50 %;

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

The Credit Facility matures on April 30, 2027.

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 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 (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, plus 1.00 %, or (iv) 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 annual facility fee of 0.15 % to 0.30 %, depending on leverage, on the entire $ 1 billion capacity.

At December 31, 2023, the Credit Facility's interest rate spread over Adjusted SOFR was 0.90 %, and the facility fee spread was 0.15 %.

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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;

a secured leverage ratio of no more than 40 %;

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

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.

The Credit Facility replaced a $ 1 billion prior facility that was set to expire in January 2023.

The rate paid under the prior facility from January 1, 2022 through May 1, 2022 was LIBOR plus 1.05 %.

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

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

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million 2022 Term Loan through the maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.298 % (see note 9).

Subsequent to year end, the Company entered into a floating-to-fixed rate swap with respect to the remaining $ 200 million of the $ 400 million 2022 Term Loan effective January 26, 2024 through the maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.6675 %.

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.

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 each.

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.

This amendment aligned 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 (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, plus 1.00 %, or (iv) 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 %.

This swap fixed the underlying SOFR rate at 4.234 % (see note 9).

At December 31, 2023, the Term Loans' spread over the underlying SOFR rates was 1.05 %.

Unsecured Senior Notes

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

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

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

The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40 %.

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

Secured Mortgage Notes

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.

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

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

Under the new mortgages, the maturities were extended from January 2023 to January 2031, the combined principal increased to $ 221.0 million, from $ 178.9 million.

The interest rate for each mortgage increased to 6.34 %, from a combined weighted average interest rate of 4.67 %.

These mortgages are neither cross-collateralized nor cross-defaulted.

In October 2022, the Company paid off, in full, its Legacy Union One and Promenade Tower mortgages with remaining principal balances of $ 66.0 million and $ 86.3 million, respectively.

These mortgages had interest rates of 4.24 % and 4.27 %, respectively.

As of December 31, 2023, the Company had $ 527.0 million outstanding on five non-recourse mortgage notes with a weighted average interest rate of 4.68 %.

All interest rates on the secured mortgage notes are fixed.

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

Assets with depreciated

carrying values of $ 888.4 million were pledged as security on these mortgage notes payable.

In addition, the Company provides a customary “non-recourse carve-out guaranty” on each non-recourse loan.

Other Debt Information

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Debt Maturities

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):

Future principal payments due (including scheduled amortization payments and payments due upon original maturity) on the Company's notes payable at December 31, 2023 are as follows ($ in thousands):

2024 $ 429,087

Thereafter 496,000

DERIVATIVE FINANCIAL INSTRUMENTS

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million 2022 Term Loan through the maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.298 %.

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.

This swap fixed the underlying SOFR rate at 4.234 %.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage 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):

During 2022 and 2023, such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as a "cash flow hedges").

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 periods during which the hedged transaction affects earnings.

The counterparties under these swaps are major financial institutions, and the swaps contain 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 swaps.

There are no collateral requirements related to these swaps.

As of December 31, 2023, the fair value of the swap with respect to the 2022 Term Loan was $ 555,000 and is included in other assets on the Company's consolidated balance sheets.

As of December 31, 2023 and 2022, the fair values of the swap with respect to the 2021 Term Loan were $ 1.7 million and $ 1.8 million, respectively, and are included in other assets on the Company's consolidated balance sheets.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations as of December 31, 2023, 2022, and 2021 ($ 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.

2023 2022 2021

Amount of income recognized in accumulated other comprehensive income on interest rate derivatives $ 4,357 $ 1,063 $ —

Amount of loss (income) reclassified from accumulated other comprehensive income into income as an increase (reduction) of interest expense $ ( 3,932 ) $ 704 $ —

Total amount of interest expense presented in the consolidated statements of operations $ 105,463 $ 72,537 $ 67,027

Over the next year, we estimate that $ 2.4 million will be reclassified out of accumulated other comprehensive income as a reduction of interest expense.

The fair value of these hedges 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.

The fair value of the cash flow hedges 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 counterparties to the cash flow hedges.

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.

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

OTHER LIABILITIES

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COMMITMENTS AND CONTINGENCIES

The Company had outstanding performance bonds totaling $ 692,000 at December 31, 2022.

The Company had outstanding performance bonds totaling $ 1.3 million at December 31, 2023.

As a lessor, the Company had a total of $ 109.6 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2023.

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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, 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.

In the third quarter of 2021, the Company entered into an Equity Distribution Agreement ("EDA") 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, Cousins may, at its discretion, enter into forward equity sale agreements ("Forward Sales").

The use of 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, 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.

In February 2023, the Company filed a Form S-3 to renew the registration of its authorized shares.

In conjunction with that Form S-3 filing, the Company entered into an Amendment to the EDA to allow for the continued issuance of shares under this ATM program.

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.

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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 17.

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.

The Company did not issue any shares under the ATM program during the year ended December 31, 2023 and did not have any outstanding Forward Sales for the sale of its common stock as of December 31, 2023 or 2022.

On April 21, 2022, the Company purchased its partner's 10 % joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties.

This transaction did not result in a change in control and the difference between the $ 43.4 million purchase price of our partner's interest, which included a promote related to increases in fair value in excess of cost, and the $ 15.8 million book value of the outside partner's non-controlling interest was recorded as additional paid-in capital in the equity section of the Company's consolidated balance sheet.

The Company's consolidated basis in Avalon's assets and liabilities was unchanged by this transaction.

The annual offering period for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2023 and 2022.

Employees purchased a total of 25,441 shares in 2023 and 22,909 in 2022 under the ESPP.

In both 2023 and 2022, the Company settled the employee purchase of shares through the ESPP by issuing treasury shares to participants.

In 2023, the 25,441 shares sold had a basis of $ 1.5 million and, in 2022, the 22,909 shares sold had a basis of $ 1.3 million.

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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2023 2022 2021

Common and preferred dividends $ 192,275 $ 182,839 $ 176,272

Dividends treated as taxable compensation ( 231 ) ( 192 ) ( 167 )

Common dividends $ 194,144 $ 192,275 $ 182,839

Dividends treated as taxable compensation to employees ( 308 ) ( 231 ) ( 192 )

Dividends in excess of current year REIT distribution requirements ( 39,933 ) — —

Dividends applied to meet current year REIT distribution requirements $ 153,903 $ 192,044 $ 182,647

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Dividends Long-Term

Capital Gain Unrecaptured

Capital Gain Non Dividend Distributions Unrecaptured

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

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For the years ended December 31, 2023, 2022, and 2021, the Company recognized fee and other revenue of $ 3.8 million, $ 8.8 million, and $ 16.0 million, respectively.

The following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2022 and 2021 respectively ($ in thousands):

December 31, 2022

2023 $ 521,193

Thereafter 1,588,897

The following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2023 ($ in thousands):

December 31, 2023

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Thereafter 1,448,701

The Company had a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry 1 property in Phoenix, Arizona.

SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023.

On March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code.

On March 27, 2023, First Citizen's BancShares, Inc.

("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space.

In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023.

In June 2023, the Company recorded a reduction of revenue of $ 1.6 million related to the write-down of net assets associated with this lease at the time that the collection of rents for the term of the lease no longer remained probable.

During the three months ended September 30, the Company recognized $ 2.3 million of rental revenue on a cash basis related to base rent lease payments made through September 30, 2023, the effective date of the termination.

The Company, through wholly owned subsidiaries, is the landlord under leases totaling approximately 162,000 square feet with subsidiaries of WeWork at three of the Company's properties, two in the Atlanta market and one in the Charlotte market.

These WeWork leases comprised $ 8.6 million of the Company's annual rental property revenue in the accompanying statements of operations for the year ended December 31, 2023.

The Company also has a 20 % interest in an unconsolidated joint venture that is the landlord under a lease for approximately 33,000 square feet with a subsidiary of WeWork at one property in the Atlanta market.

The Company's income from unconsolidated joint ventures related to that lease is not significant.

On November 6, 2023, WeWork Inc.

("WeWork") filed voluntary petitions to commence proceedings under Chapter 11 of the US Bankruptcy Code.

As of February 7, 2024, the Company has not received a bankruptcy court approved order formally rejecting any of WeWork's leases with the Company.

Based on the Company's discussion with WeWork representatives, our current expectation is that WeWork will not terminate three of their four leases, although current negotiations may result in a reduction in square footage and rent.

Any modification of these leases will result in amortizing the net deferred assets related to these leases as of December 31, 2023 as reduction to revenue for the remainder of the lease term under modified space and rent provisions.

Notwithstanding its current negotiations with WeWork, if the Company determines that lease rejection at all three of these properties is probable, the net balance sheet exposure and related revenue reduction would be $ 1.7 million.

The timing of recognizing this $ 1.7 million is subject to when those lease rejections become probable as well as the date on which WeWork vacates its leased space.

In addition, WeWork has also indicated they will

likely terminate the other lease.

The December 31, 2023 balance sheet exposure for this lease is fully supported by a letter of credit.

On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) with the primary objective of delivering a new corporate headquarters for NS under a development agreement and consulting agreement.

The Company determined that all contracts and transactions associated 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.

Since all the agreements and contracts were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables were highly interdependent, the Company determined that the services represented a single performance obligation under ASC 606.

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.

During the years ended December 31, 2022 and 2021, the Company recognized $ 3.2 million and $ 11.9 million, respectively, in fee income in the consolidated statements of operations related to the services provided to NS.

No fee income related to the services provided to NS is included in the consolidated statement of operations for the year ended December 31, 2023.

All revenue related to this performance obligation was recognized as of December 31, 2022 and, as such, there is no deferred income related to NS in the consolidated balance sheets as of December 31, 2023 or 2022.

STOCK-BASED COMPENSATION

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

The Company's compensation expense in 2022 relates to restricted stock and RSUs awarded in 2022, 2021, 2020, and 2019.

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 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 Company's compensation expense in 2023 and 2022 primarily relates to restricted stock, stock-settled RSUs, and the ESPP.

Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed.

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

Cash-settled RSUs were last awarded in 2019 and were fully expensed as of December 31, 2023.

For 2023, 2022, and 2021, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

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The 2019 Plan also allows the Company to issue awards to employees that are paid in cash or stock on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock.

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

As of December 31, 2023, approximately 2.0 million shares were authorized to be awarded pursuant to the 2019 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 ("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.

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

(1) RSUs based on the total stockholder return ("TSR) of the Company, as defined, relative to that of office peers included in 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 FFO per share (the “Performance-based RSUs”), and (3) restricted stock.

In February 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.

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

The additional compensation expense recognized related to these modifications was not significant.

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

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

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

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

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

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

The measurement period for both 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.

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 2023, 2022, and 2021, the Company granted, at target, 234,902 , 141,899 , and 145,413 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.

The Company estimates future expense for all stock-settled RSUs outstanding at December 31, 2023 to be $ 6.0 million (using estimated vesting percentages for Performance-based RSUs as of December 31, 2023), which will be recognized over a weighted-average period of 1.6 years.

In 2023, 2022, and 2021, the Company granted 164,221 , 99,758 , and 102,262 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date.

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2023 2022 2021

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

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

Restricted Stock and RSUs Weighted Average Fair Market Value at Grant Restricted Stock and RSUs Weighted Average Fair Market Value at Grant Restricted Stock and RSUs Weighted Average Fair Market Value at Grant

Restricted stock and RSUs unvested at beginning of the year 463 $ 39.91 409 $ 38.63 221 $ 41.90

Granted 399 $ 29.31 242 $ 43.30 248 $ 35.44

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Forfeited ( 8 ) $ 37.60 ( 19 ) $ 41.05 ( 2 ) $ 39.27

Shares unvested at end of year 463 $ 39.91 409 $ 38.63 221 $ 41.90

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:

Restricted stock and RSUs unvested at end of year (1) 629 $ 34.16 463 $ 39.91 409 $ 38.63

(1) The targeted number of non-vested stock-settled RSUs and Restricted Stock at December 31, 2023 is 370,352 and 258,286 , respectively.

The Monte Carlo valuation used to determine the grant date fair value of the stock-settled Market-based RSUs included the following assumptions for those RSUs granted in 2023, 2022, and 2021:

2023 2022 2021

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

Dividend equivalents for the 2022, 2021, and 2020 RSUs will be settled in shares of the Company's common stock based upon the number of units vested.

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

The targeted number of non-vested equity-classified RSUs at December 31, 2022 is 278,371 .

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

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

Dividend equivalents for the 2023, 2022, and 2021 RSUs will be settled in cash based upon the number of units vested.

At December 31, 2023 and 2022, the Company had no stock options outstanding to key employees or outside directors.

In 2023, 2022, and 2021, there were no stock option grants to employees or directors and the Company recognized no compensation expense related to stock options.

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):

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

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

Number of Options Weighted Average Exercise Price Per Option

Outstanding at beginning of year 28 $ 25.55

Exercised ( 28 ) $ 25.55

Forfeited/expired — — ( 2 ) $ 22.76

Outstanding at end of year — —

6 unchanged sentences

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 2019 Service-based RSUs vested in February 2023.

The Company expensed 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, 2023, 2022, and 2021 (shares in thousands):

3 unchanged sentences

Vested ( 43 ) — ( 92 )

Forfeited — — ( 9 )

Shares unvested at end of year — 43 43

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

For 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.

The Company accrued and expensed 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.

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

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

There were no Service-based, Market-based, or Performance-based liability awards outstanding as of December 31, 2023.

During 2023, 2022, and 2021, total cash paid for all types of cash-settled RSUs and related dividend payments was $ 1.1 million, $ 6.6 million, and $ 7.2 million, respectively.

Employee Stock Purchase Plan

3 unchanged sentences

As of December 31, 2023, 2022, and 2021, 43 , 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 .

As of and for the years ended December 31, 2023 and 2022, 25,441 and 22,909 shares of common stock have been purchased under the ESPP, respectively.

The total purchase date fair value of the shares purchased during 2023 and 2022 was $ 522,000 and $ 604,000 , respectively.

Contributions for the purchase period ending November 30, 2024 are expected to be $ 374,000 .

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Amount Rate Amount Rate Amount Rate

Federal income tax benefit (expenses) $ 85 21 % $ 346 21 % $ 125 21 %

State income tax benefit (expense), net of federal income tax effect 16 4 66 4 24 4

Deferred tax adjustment — — — — 21 4

Capital loss (gain) ( 29 ) — ( 10 ) — 404 68

Federal income tax benefit (expense) $ ( 149 ) 21 % $ 85 21 % $ 346 21 %

State income tax benefit (expense) ( 28 ) 4 % 16 4 % 66 4 %

Tax impact of capital loss carryforward ( 28 ) — % ( 29 ) — % ( 10 ) — %

Valuation allowance 1 — % ( 60 ) ( 15 ) % ( 346 ) ( 26 ) %

Other 30 — % ( 12 ) ( 10 ) % ( 56 ) 1 %

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

Tax expense before utilization of net operating loss carryforward $ ( 174 ) 25 % $ — — % $ — — %

Utilization of net operating loss carryforward 174 ( 25 ) % — — % — — %

Benefit applicable to income (loss) from continuing operations $ — — % $ — — % $ — — %

The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2023 and 2022 are as follows ($ in thousands):

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When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to this realization.

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

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, 2023 and 2022, the net deferred tax asset of CTRS equaled $ 1.6 million and $ 1.8 million, respectively, with a valuation allowance placed against the full amount.

The conclusion that a valuation allowance should be recorded as of December 31, 2023 and 2022 was based on the lack of evidence that CTRS could generate future taxable income to realize the benefit of the deferred tax assets.

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Net income per common share - diluted $ 0.55 $ 1.11 $ 1.87

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.

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.

The treasury stock method resulted in no dilution from shares expected to be issued under the ESPP or forward contracts for the future sales of common stock under the Company's ATM Program during the respective periods presented.

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

5 unchanged sentences

Common stock dividends declared and accrued 49,384 48,525 47,350

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

Tenant improvements recorded in deferred income 60,568 80,369 4,541

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

Accrued capital expenditures included in accounts payable and accrued expenses 124,337 108,497 66,743

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

See notes 5 and 7 for disclosure of related expense.

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

See notes 3 and 5.

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

Year Ended December 31,

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

On November 27, 2023 the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 "ASU 2023-07", "Segment Reporting" which amends the existing standard's disclosure requirements.

Among other things, ASU 2023-07 will require companies to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker ("CODM") and disclosures of the CODM's title and position as well as details of how the CODM uses the reported measures.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.

The adoption of ASU 2023-07 will not have any material impact on the Company's financial statements.

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

74 unchanged sentences

Net income $ 83,816 $ 167,445 $ 278,996

Net operating income from unconsolidated joint ventures 9,524 19,223 18,836

Fee income ( 1,373 ) ( 6,119 ) ( 15,559 )

1 unchanged sentence

Other income ( 2,454 ) ( 2,660 ) ( 451 )

Reimbursed expenses 2,024 2,476 1,580

General and administrative expenses 32,331 28,319 29,321

Interest expense 105,463 72,537 67,027

Impairment — — 14,829

Depreciation and amortization 314,897 295,587 288,092

Transaction costs — — 428

Reimbursed expenses 608 2,024 2,476

Other expenses 2,128 2,134 2,131

Income from unconsolidated joint ventures ( 2,299 ) ( 7,700 ) ( 6,801 )

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

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

Net operating income from unconsolidated joint ventures 5,824 9,524 19,223

Gain on sales of investments in unconsolidated joint ventures — ( 56,267 ) ( 13,083 )

Loss (gain) on investment property transactions ( 504 ) 9 ( 152,547 )

Gain on extinguishment of debt — ( 169 ) —

19 unchanged sentences

OPERATING PROPERTIES

The Domain $ 74,521 $ 65,236 $ 755,143 $ 6,006 $ 288,737 $ 71,242 $ 1,043,880 $ 1,115,122 $ 103,911 — 2019 5 - 40 years

The Domain $ 72,558 $ 65,236 $ 755,143 $ 6,006 $ 293,326 $ 71,242 $ 1,048,469 $ 1,119,711 $ 139,760 (d)

2019 5 - 40 years

Terminus 221,000 49,050 410,826 — 56,001 49,050 466,827 515,877 68,036 — 2019 5 - 40 years

Northpark Town Center — 22,350 295,825 — 78,476 22,350 374,301 396,651 107,286 — 2014 5 - 39 years

Corporate Center (d) — 2,468 272,148 16,733 63,554 19,201 335,702 354,903 71,090 — 2016 5 - 40 years

Spring & 8th — 28,131 — 426 301,770 28,557 301,770 330,327 51,746 2015 2015 5 - 40 years

Corporate Center (e)

— 2,468 272,148 16,468 70,699 18,936 342,847 361,783 84,574 — 2016 5 - 40 years

300 Colorado (d) — 18,354 278,905 ( 33 ) 47,053 18,321 325,958 344,279 18,155 2022 2021 5 - 40 years

Buckhead Plaza — 35,064 234,111 — 67,265 35,064 301,376 336,440 57,734 — 2016 5 - 40 years

Spring & 8th — 28,131 — 426 301,770 28,557 301,770 330,327 62,658 2015 2015 5 - 40 years

725 Ponce — 20,720 272,226 — 16,615 20,720 288,841 309,561 21,331 — 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

Briarlake Plaza — 33,486 196,915 — 75,801 33,486 272,716 306,202 34,758 — 2019 5 - 40 years

The Terrace — 27,360 247,226 — 31,244 27,360 278,470 305,830 40,047 — 2019 5 - 40 years

Hayden Ferry — 13,102 262,578 ( 252 ) 22,255 12,850 284,833 297,683 61,418 — 2016 5 - 40 years

One Eleven Congress — 33,841 201,707 — 57,517 33,841 259,224 293,065 53,071 — 2016 5 - 40 years

Briarlake Plaza — 33,486 196,915 — 17,078 33,486 213,993 247,479 27,131 — 2019 5 - 40 years

San Jacinto Center — 34,068 176,535 ( 579 ) 43,313 33,489 219,848 253,337 42,156 — 2016 5 - 40 years

5 unchanged sentences

Charlotte, NC

Promenade Tower — 13,439 102,790 — 77,189 13,439 179,979 193,418 63,977 — 2011 5 - 34 years

Avalon — 9,952 — 73 181,342 10,025 181,342 191,367 36,671 2016 2016 5 - 40 years

100 Mill — 13,156 — 5 173,434 13,161 173,434 186,595 12,650 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 — 55,838 16,836 164,015 180,851 24,328 — 2016 5 - 40 years

Promenade Central — 19,495 62,836 — 91,882 19,494 154,718 174,212 8,662 2022 2019 5 - 40 years

Heights Union — 9,545 123,944 — 21,067 9,545 145,011 154,556 11,565 — 2021 5 - 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

Colorado Tower (e)

106,862 1,600 — 20,543 128,129 22,143 128,129 150,272 46,605 2013 2013 5 - 30 years

Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 22,295 — 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

Tempe Gateway — 5,893 95,130 — 23,282 5,893 118,412 124,305 20,098 — 2016 5 - 40 years

550 South — 51 115,238 — 8,734 51 123,972 124,023 29,176 — 2016 5 - 40 years

Charlotte, NC

Tempe Gateway — 5,893 95,130 — 6,490 5,893 101,620 107,513 15,959 — 2016 5 - 40 years

Domain Point — 17,349 71,599 — 13,017 17,349 84,616 101,965 15,475 — 2019 5 - 40 years

5950 Sherry Lane — 8,040 65,919 — 10,349 8,040 76,268 84,308 10,910 — 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 — 6,387 6,707 76,110 82,817 17,360 — 2016 5 - 40 years

111 West Rio — 6,076 56,647 ( 127 ) 19,101 5,949 75,748 81,697 20,182 2017 2017 5 - 40 years

The Pointe — 9,404 54,694 — 12,180 9,404 66,874 76,278 15,842 — 2016 5 - 40 years

11 unchanged sentences

887 West Peachtree (f)

— 11,883 — 14,429 — 26,312 — 26,312 — — 2019

Legacy Union 2 & 3 — 22,724 — ( 1 ) — 22,723 — 22,723 — — 2019

3354/3356 Peachtree

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

Tremont — 18,779 — 75 — 18,854 — 18,854 — — 2020

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

Domain Central

— 21,000 — — — 21,000 — 21,000 — — 2019

— 18,779 — 75 — 18,854 — 18,854 — — 2020

Charlotte, NC

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

Corporate Center (d) — 5,188 — ( 8 ) — 5,180 — 5,180 — — 2019

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

Suburban Atlanta, GA

Corporate Center 5 & 6 (e)

— 5,188 — ( 10 ) — 5,178 — 5,178 — — 2019

Total Commercial Land — 132,136 — 22,592 — 154,728 — 154,728 —

18 unchanged sentences

Total Deductions ( 46,389 ) ( 62,737 ) ( 660,536 ) ( 42,689 ) ( 62,737 ) ( 182,448 )

Balance at end of period before impairment charges 8,087,846 7,714,382 7,385,230 1,079,662 874,988 811,196

Cumulative impairment charges on real estate assets owned at end of period — — ( 14,829 ) — — —

Balance at end of period $ 8,392,111 $ 8,087,846 $ 7,714,382 $ 1,329,406 $ 1,079,662 $ 874,988

2 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 an operating ground lease.

(d) Subsequent to the 2019 acquisition, the Company completed development of Domain 10 in 2021 and Domain 12 in 2020.

(e) 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.

(f) Some of the land at this property 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