COUSINS PROPERTIES INC 10-K

Item 9A. Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives. As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. The framework on which the assessment was based is described in “Internal Control – Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, 2023. Deloitte & Touche LLP, our independent registered public accounting firm, issued an opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023, which follows this report of management. 37 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Cousins Properties Incorporated Opinion on Internal Control over Financial Reporting 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 7, 2024, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 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 Atlanta, Georgia February 7, 2024 38 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in Item X in Part I of this report and is included under the captions “Proposal 1 - Election of Directors” and “Delinquent Section 16(a) Reports” in the Proxy Statement relating to the 2024 Annual Meeting of the Registrant’s Stockholders and is incorporated herein by reference. The Company has the Code of Business Conduct and Ethics, which is applicable to its Board of Directors and all of its employees. The Code of Business Conduct and Ethics is publicly available on the “Investor Relations” page of its website site at www.cousins.com . Section 1 of the Code of Business Conduct and Ethics applies to the Company’s senior executive and financial officers and is a “code of ethics” as defined by applicable SEC rules and regulations. If the Company makes any amendments to the Code of Business Conduct and Ethics other than technical, administrative, or other non-substantive amendments or grants any waivers, including implicit waivers, from a provision of the Code of Business Conduct and Ethics to the Company’s senior executive or financial officers, the Company will disclose on its website the nature of the amendment or waiver, its effective date, and to whom it applies. Item 11. Executive Compensation The information required by Items 402 and 407 of Regulation S-K is included under the captions “Executive Compensation,” “Director Compensation,” and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement relating to the 2024 Annual Meeting of the Registrant’s Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information under the captions “Beneficial Ownership of Common Stock” and "Equity Compensation Plan Information" in the Proxy Statement relating to the 2024 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information under the caption “Certain Transactions” and “Director Independence” in the Proxy Statement relating to the 2024 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information under the caption “Summary of Fees to Independent Registered Public Accounting Firm” in the Proxy Statement relating to the 2024 Annual Meeting of the Registrant’s Stockholders has fee information for fiscal years 2023 and 2022 and is incorporated herein by reference. 39 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements A. The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report: Page Number Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-2 Consolidated Balance Sheets—December 31, 2023 and 2022 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 F-6 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedule The following financial statement schedule for the Registrant is filed as a part of this report: Page Number A. Schedule III—Real Estate and Accumulated Depreciation—December 31, 2023 S-1 through S-4 NOTE: 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. (b) Exhibits 3.1 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. 3.1.1 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference. 3.1.2 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference. 3.1.3 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2010, and incorporated herein by reference. 3.1.4 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. 3.1.5 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. 3.1.6 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. 3.1.7 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. 3.2 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. 40 Table of Contents 4.1 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. 4.2 Cousins Properties Incorporated, Cousins Properties LP, First Supplement to Master Note Purchase Agreement, dated as of June 12, 2019, filed as Exhibit 4.2 to the Registrant’s 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.3 Guaranty Agreement, dated as of April 19, 2017 (as amended, modified, or supplemented from time to time, the "Guaranty Agreement") incorporated by reference to Exhibit A of Exhibit 4.1 above, filed as Exhibit 4.1 above, filed as Exhibit 4.3 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.4 Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A and 1-B of Exhibit 4.1 above, filed as Exhibit 4.4 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.5 Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A, 1-B, and 1-C of Exhibit 4.2 above, filed as Exhibit 4.5 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.6 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. 10(a)(i)* 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. 10(a)(ii)* 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. 10(a)(iii)* 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. 10(a)(iv)* Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 10(a)(v)* Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference. 10(a)(vi)* 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. 10(a)(vii)* 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. 10(a)(viii)* 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)(ix) * Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as Exhibit 10(a)(xl) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020 and incorporated herein by reference. 10(a)(x)* 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. 10(a)(xi)* 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. 10(a)(xii)* 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. 10(a)(xiii)* 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. 41 Table of Contents 10(a)(xiv)* 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. 10(b) Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 18, 2007, and incorporated herein by reference. 10(c) Agreement of Limited Partnership of Cousins Properties LP., filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference. 10(d) Retirement Agreement and General Release for Lawrence L. Gellerstedt, Executive Chairman of the Board, filed as Exhibit 10(b) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020, and incorporated herein by reference. 10(e) Amended and Restated Term Loan Agreement, dated June 28, 2021, by and among the Registrant, Cousins Properties LP, J.P. Morgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, Truist Bank, and the other parties thereto, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended June 30, 2021, and incorporated herein by reference. 10(f)(i) Equity Distribution Agreement, dated August 3, 2021, between Cousins Properties Incorporated, Cousin Properties LP and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers; filed as Exhibit 1.1 to the Registrant's Current Form 8-K filed on August 3, 2021, and incorporated herein by reference. 10(f)(ii) 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. 10 (g) Delayed Draw Term Loan Agreement, dated as of October 3, 2022, among Cousins Properties LP, as the Borrower; Cousins Properties Incorporated, as the Parent and a Guarantor; JPMorgan Chase Bank, N.A., as Syndicati on Agent; Bank of America, N.A., as Administrative Agent; Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., and U.S. Bank National Association, as Documentation Agents; J.P. Morgan Chase Bank, N.A., BofA Securities, Inc., Truist Securities, Inc. and PNC Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference. 10( h ) Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorpora ted, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C issuer, Bank of America, N.A., as Administrative Agent and an L/C Issuer, Truist Bank, as an L/C Issuer, Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., U.S. Bank National Association, Wells Fargo Bank, National Association, and TD Bank, National Association, as Documentation Agents, and the Other Lenders Party Hereto BofA Securities, Inc. and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agents J.P. Morgan Chase Bank, N.A., BofA Securities, Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(g) to the Registrant's Current Report on Form 8-K filed on May 2, 2022, and incorporated herein by reference. 10 (i) First Amendment to Amended and Restated Term Loan Agreement, dated as of September 19, 2022, among Cousins Properties LP, as the Borrower; Cousins Properties Incorporated, as the Parent and a Guarantor; JPMo rgan Chase Bank, N.A., as Syndication Agent; Bank of America, N.A., as the Administrative Agent; PNC Bank, National Association and Truist Bank, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets, LLC, and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(h) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference. 21† Subsidiaries of the Registrant. 23† Consent of Independent Registered Public Accounting Firm. 31.1† Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 42 Table of Contents 31.2† Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2† Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 † C ousins Properties Incorporated Clawback Policy 101† The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to consolidated financial statements. 104† Cover Page Interactive Data File. * Indicates a management contract or compensatory plan or arrangement. † Filed herewith. 43 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cousins Properties Incorporated (Registrant) Dated: February 7, 2024 BY: /s/ Gregg D. Adzema Gregg D. Adzema Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Capacity Date /s/ M. Colin Connolly Chief Executive Officer, President, and Director February 7, 2024 M. Colin Connolly (Principal Executive Officer) /s/ Gregg D. Adzema Executive Vice President and Chief Financial Officer February 7, 2024 Gregg D. Adzema (Principal Financial Officer) /s/ Jeffrey D. Symes Senior Vice President and Chief Accounting Officer February 7, 2024 Jeffrey D. Symes (Principal Accounting Officer) /s/ Charles T. Cannada Director February 7, 2024 Charles T. Cannada /s/ Robert M. Chapman Chairman of the Board and Director February 7, 2024 Robert M. Chapman /s/ Scott W. Fordham Director February 7, 2024 Scott W. Fordham /s/ Lillian C. Giornelli Director February 7, 2024 Lillian C. Giornelli /s/ R. Kent Griffin, Jr. Director February 7, 2024 R. Kent Griffin, Jr. /s/ Donna W. Hyland Director February 7, 2024 Donna W. Hyland /s/ Dionne Nelson Director February 7, 2024 Dionne Nelson /s/ R. Dary Stone Director February 7, 2024 R. Dary Stone 44 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Cousins Properties Incorporated Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Consolidated Balance Sheets—December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 F-6 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F- 8 Notes to Consolidated Financial Statements F- 9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Cousins Properties Incorporated Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting 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 and our report dated February 7, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Refer to Note 2 to the financial statements Critical Audit Matter Description Rental property revenues are derived from operating leases to tenants. The Company recognizes fixed lease payments, which excludes certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from tenants, on a straight-line basis over the term of the lease. The timing and amount of rental revenue recognition is largely dependent on whether the Company is the owner of tenant improvements at the leased property. In determining whether the Company or the tenant owns such tenant improvements, management of the Company considers a number of factors, including, among other things: (1) whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements; (2) whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets; (3) whether the tenant is permitted to alter or remove the leasehold improvements without the landlord’s consent or without compensating the landlord for any lost utility or diminution in fair value; (4) whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord; (5) whether the Company is obligated to fund cost overruns for the construction of leasehold improvements; (6) whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties; and (7) whether the economic life of the leasehold improvements is such that a significant residual value of the assets is expected to accrue to the benefit of the landlord at the end of the lease terms. The determination of whether the Company or its tenant owns the tenant improvements and the timing and amount of revenue recognition requires the exercise of significant judgment by management based on the facts and circumstances of the specific lease arrangement and is not based on any one factor. Auditing management’s conclusions with respect to these matters often is complex and requires subjective judgment. F-2 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s determination of the owner of the tenant improvements and the related impact on the timing and amount of revenue recognition, included the following, among others: • We tested the effectiveness of controls over revenue recognition, including the determination of the owner of tenant improvements and the timing and amounts of rental revenues to be recognized over the term of the related lease. • We selected a sample of lease agreements 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. ◦ Tested tenant improvement costs (including the amounts funded by the Company or the tenant) by reconciling the amounts recorded by the Company to invoices or other supporting documents and evaluated whether the costs were consistent with the terms of the lease agreement and the Company’s ownership determination. ◦ Tested the timing and amounts recognized as rental property revenues, including any amortization of deferred revenue or lease incentives, by independently calculating such rental revenue amounts to be recognized and comparing it to the amounts recorded by the Company. /s/ Deloitte & Touche LLP Atlanta, Georgia February 7, 2024 We have served as the Company's auditor since 2002. F-3 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2023 2022 Assets: Real estate assets: Operating properties, net of accumulated depreciation of $ 1,329,406 and $ 1,079,662 in 2023 and 2022, respectively $ 6,775,093 $ 6,738,354 Projects under development 132,884 111,400 Land 154,728 158,430 7,062,705 7,008,184 Cash and cash equivalents 6,047 5,145 Accounts receivable 11,109 8,653 Deferred rents receivable 209,370 184,043 Investment in unconsolidated joint ventures 143,831 112,839 Intangible assets, net 110,667 136,240 Other assets, net 90,745 81,912 Total assets $ 7,634,474 $ 7,537,016 Liabilities: Notes payable $ 2,457,627 $ 2,334,606 Accounts payable and accrued expenses 299,767 271,103 Deferred income 181,744 128,636 Intangible liabilities, net 42,193 52,280 Other liabilities 104,830 103,442 Total liabilities 3,086,161 2,890,067 Commitments and contingencies Equity: Stockholders' investment: Common stock, $ 1 par value per share, 300,000,000 shares authorized, 154,335,798 and 154,019,214 issued, and 151,799,215 and 151,457,190 outstanding in 2023 and 2022, respectively 154,336 154,019 Additional paid-in capital 5,638,709 5,630,327 Treasury stock at cost, 2,536,583 and 2,562,024 shares in 2023 and 2022, respectively ( 145,696 ) ( 147,157 ) Distributions in excess of cumulative net income ( 1,125,390 ) ( 1,013,292 ) Accumulated other comprehensive income 2,192 1,767 Total stockholders' investment 4,524,151 4,625,664 Nonredeemable noncontrolling interests 24,162 21,285 Total equity 4,548,313 4,646,949 Total liabilities and equity $ 7,634,474 $ 7,537,016 See notes to consolidated financial statements. F-4 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenues: Rental property revenues $ 799,047 $ 753,511 $ 739,063 Fee income 1,373 6,119 15,559 Other 2,454 2,660 451 802,874 762,290 755,073 Expenses: Rental property operating expenses 266,434 258,371 259,461 Reimbursed expenses 608 2,024 2,476 General and administrative expenses 32,331 28,319 29,321 Interest expense 105,463 72,537 67,027 Depreciation and amortization 314,897 295,587 288,092 Other 2,128 2,134 2,131 721,861 658,972 648,508 Income from unconsolidated joint ventures 2,299 7,700 6,801 Gain on sales of investments in unconsolidated joint ventures — 56,267 13,083 Gain (loss) on investment property transactions 504 ( 9 ) 152,547 Gain on extinguishment of debt — 169 — Net income 83,816 167,445 278,996 Net income attributable to noncontrolling interests ( 853 ) ( 652 ) ( 410 ) Net income available to common stockholders $ 82,963 $ 166,793 $ 278,586 Net income per common share — basic and diluted $ 0.55 $ 1.11 $ 1.87 Weighted average shares — basic 151,714 150,113 148,666 Weighted average shares — diluted 152,040 150,419 148,891 Dividends declared per common share $ 1.28 $ 1.28 $ 1.24 See notes to consolidated financial statements. F-5 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2023 2022 2021 Comprehensive income: Net income available to common stockholders $ 82,963 $ 166,793 $ 278,586 Other comprehensive income: Unrealized gains on cash flow hedges 4,357 1,063 — Amortization of cash flow hedges ( 3,932 ) 704 — Total other comprehensive income 425 1,767 — Total comprehensive income $ 83,388 $ 168,560 $ 278,586 See notes to consolidated financial statements. F-6 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except per share data) Common Stock Additional Paid-In Capital Treasury Stock Distributions in Excess of Cumulative Net Income Accumulated Other Comprehensive Income Stockholders’ Investment Nonredeemable Noncontrolling Interests Total Equity Balance December 31, 2020 $ 151,149 $ 5,542,762 $ ( 148,473 ) $ ( 1,078,304 ) $ — $ 4,467,134 $ 28,404 $ 4,495,538 Net income — — — 278,586 — 278,586 410 278,996 Common stock issued pursuant to stock based compensation 126 426 — — — 552 — 552 Amortization of stock based compensation, net of forfeitures ( 2 ) 6,120 — — — 6,118 — 6,118 Contributions from noncontrolling interests — — — — — — 6,154 6,154 Distributions to noncontrolling interests — — — — — — ( 1,338 ) ( 1,338 ) Common dividends ($ 1.24 per share) — — — ( 185,620 ) — ( 185,620 ) — ( 185,620 ) Balance December 31, 2021 151,273 5,549,308 ( 148,473 ) ( 985,338 ) — 4,566,770 33,630 4,600,400 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 Amortization of stock based compensation, net of forfeitures ( 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 Distributions to noncontrolling interests — — — — — — ( 114 ) ( 114 ) Common dividends ($ 1.28 per share) — — — ( 194,747 ) — ( 194,747 ) — ( 194,747 ) Balance December 31, 2022 154,019 5,630,327 ( 147,157 ) ( 1,013,292 ) 1,767 4,625,664 21,285 4,646,949 Net income — — — 82,963 — 82,963 853 83,816 Other comprehensive income — — — — 425 425 — 425 Common stock issued pursuant to stock based compensation 320 ( 1,845 ) 1,461 — — ( 64 ) — ( 64 ) Amortization of stock based compensation, net of forfeitures ( 3 ) 10,227 — — — 10,224 — 10,224 Contributions from noncontrolling interests — — — — — — 3,115 3,115 Distributions to noncontrolling interests — — — — — — ( 1,091 ) ( 1,091 ) Common dividends ($ 1.28 per share) — — — ( 195,061 ) — ( 195,061 ) — ( 195,061 ) Balance December 31, 2023 $ 154,336 $ 5,638,709 $ ( 145,696 ) $ ( 1,125,390 ) $ 2,192 $ 4,524,151 $ 24,162 $ 4,548,313 See notes to consolidated financial statements. F-7 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 83,816 $ 167,445 $ 278,996 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales of investment in unconsolidated joint ventures — ( 56,267 ) ( 13,083 ) Loss (gain) on investment property transactions ( 504 ) 9 ( 152,547 ) Depreciation and amortization 314,897 295,587 288,092 Amortization of deferred financing costs and premium on notes payable 4,142 ( 99 ) ( 437 ) Equity-classified stock-based compensation expense, net of forfeitures 11,966 10,138 7,459 Effect of non-cash adjustments to rental revenues ( 48,068 ) ( 41,731 ) ( 39,473 ) Income from unconsolidated joint ventures ( 2,299 ) ( 7,700 ) ( 6,801 ) Operating distributions from unconsolidated joint ventures 3,664 5,399 11,542 Loss on extinguishment of debt — ( 169 ) — Changes in other operating assets and liabilities: Change in receivables and other assets, net ( 7,725 ) 1,723 5,500 Change in operating liabilities, net 8,473 ( 9,169 ) 10,230 Net cash provided by operating activities 368,362 365,166 389,478 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from investment property sales, net 4,248 — 555,333 Proceeds from sale of interest in unconsolidated joint ventures, net — 38,831 67,066 Property acquisition, development, and tenant asset expenditures ( 279,519 ) ( 342,241 ) ( 787,810 ) 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 ) Net cash used in investing activities ( 295,735 ) ( 334,499 ) ( 191,066 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facility 382,900 428,700 855,500 Repayment of credit facility ( 254,400 ) ( 600,600 ) ( 859,400 ) Proceeds from term loans — 400,000 350,000 Repayment of term loans — — ( 250,000 ) Proceeds from mortgages — 42,118 — Repayment of mortgages ( 8,273 ) ( 168,401 ) ( 109,469 ) Payment of deferred financing costs ( 71 ) ( 8,231 ) ( 2,989 ) Issuance of common stock — 103,120 — Proceeds from sale of treasury stock 443 514 — Common dividends paid ( 194,348 ) ( 192,275 ) ( 182,840 ) Contributions from noncontrolling interests 3,115 2,866 6,154 Distributions to noncontrolling interests ( 1,091 ) ( 114 ) ( 1,338 ) Acquisition of partner's noncontrolling interest — ( 43,387 ) — Net cash used in financing activities ( 71,725 ) ( 35,690 ) ( 194,382 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 902 ( 5,023 ) 4,030 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 5,145 10,168 6,138 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 6,047 $ 5,145 $ 10,168 See notes to consolidated financial statements. F-8 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99 % of CPLP and consolidates CPLP. 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, Charlotte, Phoenix, 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. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of December 31, 2023, the Company’s portfolio of real estate assets consisted of interests in 18.8 million square feet of office space and 310,000 square feet of other space. Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”) as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. The Company had no investments or interests in any VIEs a s of December 31, 2023 or 2022 . 2. SIGNIFICANT ACCOUNTING POLICIES Real Estate Assets Cost Capitalization: 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 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. Impairment: 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-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-for-investment. F-9 Table of Contents 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: The Company evaluates all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business. If the Company determines that substantially all of the fair value is concentrated in a single identifiable asset or group of similar assets, the Company will account for the acquisition as an acquisition of assets and not a business. If the Company determines that there is no single or group of assets that make up substantially all of the fair value of assets acquired, the Company must determine whether the acquired set of assets includes an input and substantial processes which create an output. 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 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. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, and acquired in-place lease values, if any. The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information. The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases. The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment, if any. Buildings are depreciated over their estimated useful lives, which range generally from 30 to 40 years. The life of a particular building depends upon a number of factors including whether the building was developed or acquired and the condition of the building upon acquisition. Furniture, fixtures, and equipment are depreciated over their estimated useful lives of three to five years . 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 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. The Company uses the straight-line method for all depreciation and amortization. F-10 Table of Contents Investment in Joint Ventures For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; 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 (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. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage. The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the entity, and (iii) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value. Noncontrolling Interest The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, if any, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable on a one -for-one basis, upon demand, into shares of common stock of the Company or, at the Company's sole discretion, into the cash equivalent of such share of common stock. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations. Revenue Recognition Rental Property Revenues: 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. If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are our assets or tenant assets also affects when we commence revenue recognition in connection with a lease. The Company records deferred revenue for the portion of company owned tenant improvements funded by or reimbursed by tenants and amortizes this amount on a straight-line basis into rental income over the term of the related lease. As of December 31, 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. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. During 2023, 2022, and 2021, the Company recognized $ 163.2 million, $ 160.7 million, and $ 155.5 million, respectively, in revenues from tenants related to operating expense reimbursements. The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant. The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management. F-11 Table of Contents Fee Income: The Company recognizes development, management, and leasing fees as it satisfies the related performance obligations under the respective contracts. The Company recognizes development and leasing fees received from investments in unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts its investment in unconsolidated joint ventures when fees are paid to the Company by a joint venture in which the Company has an ownership interest. Gain on Investment Property Transactions: The Company recognizes a gain on the sale of investment property at the time the buyer obtains control of the investment property. If the Company maintains any continuing involvement with the investment property, that continuing involvement is considered to be one or more additional performance obligations and additional gains or losses will be recognized as these performance obligations are satisfied. When the Company gains control of a previously unconsolidated investment accounted for under the equity method of accounting, it records a gain for the difference between the carrying value of its equity method investment and the fair value of that investment on the date control is gained. Income Taxes The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Company must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income. CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized. Stock Compensation The Company accounts for stock-based employee compensation using the fair value measurement method. We classify share-based payment awards granted in exchange for employee services as either equity awards or liability awards. Equity-classified awards are measured based on the fair value on the date of grant. Awards that are to be settled in cash are classified as liability awards. The value of all of the Company's share-based awards is recognized over the period during which an employee is required to provide services in exchange for the award - the requisite service period (usually the vesting period). No compensation costs are recognized for awards for which employees do not complete the requisite service period. Derivative Financial Instruments The Company manages its exposure to interest rate risk associated with its floating-rate debt using derivative financial instruments, specifically interest rate swaps. The 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. Derivatives are carried at fair value on the balance sheet as either other assets or other liabilities. If the hedging instrument is designated as a cash flow hedge and is determined to be highly effective, any gain or loss from changes in the fair value of the hedging instruments are reported as a component of other comprehensive income included in the equity section of the balance sheet. When the forecasted transaction occurs, the effective portion of the gain or loss on the hedge is reclassified from other comprehensive income to 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. The Company also regularly assesses the effectiveness of its risk management strategies and its use of derivative financing instruments. F-12 Table of Contents Earnings per Share Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights. Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if (i) the outside units in CPLP were converted into the Company's common stock, (ii) any forward sales contracts of our common stock were settled, and (iii) equity-based restricted stock units ("RSUs") as well as shares to be issued under the Employee Stock Purchase Plan (“ESPP”) were vested and settled resulting in additional common shares outstanding, all calculated using the treasury stock method, as applicable. RSUs are dilutive if the shares to be granted (assuming the end of the reporting period is the end of the measurement of any required market and performance achievement) exceed the shares assumed to be repurchased under the treasury stock method (using related unamortized compensation costs as proceeds). Shares to be issued under the ESPP are dilutive if the estimated shares to be purchased under the plan based on current enrollment elections exceed the shares assumed to be repurchased under the treasury stock method (using both employee ESPP contributions and related unamortized compensation costs as proceeds). Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less. Restricted Cash 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 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-13 Table of Contents 3. REAL ESTATE 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. The following table summarizes these transactions ($ in thousands): Property Location Date Square Feet Sales Price Gain on Sale, Net 816 Congress Austin December 2021 435,000 $ 174,000 $ 77,200 One South at the Plaza Charlotte July 2021 891,000 $ 271,500 $ 12,700 Burnett Plaza Fort Worth April 2021 1,000,000 $ 137,500 $ 200 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 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. Impairment 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. When testing for recoverability of buildings held-for-investment, projected cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's held-for-investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life. None of the Company’s 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. 4. GROUND LEASES 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. At December 31, 2023, the Company had lease liabilities for operating and finance ground leases of $ 49.8 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, 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 F-14 Table of Contents 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. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases while payments resulting from changes in the Consumer Price Index or future development are reflected in the statement of operations at the time of the change. 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 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): Operating Ground Leases Finance Ground Leases 2024 $ 1,933 $ 162 2025 1,958 3,676 2026 2,006 — 2027 2,010 — 2028 2,022 — Thereafter 171,291 — $ 181,220 $ 3,838 Discount ( 131,427 ) ( 283 ) Lease liability $ 49,793 $ 3,555 F-15 Table of Contents 5. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2023 and 2022 ($ in thousands). SUMMARY OF FINANCIAL POSITION Total Assets Total Debt Total Equity (Deficit) Company's Investment 2023 2022 2023 2022 2023 2022 2023 2022 Operating Properties: AMCO 120 WT Holdings, LLC $ 80,694 $ 81,136 $ — $ — $ 78,642 $ 80,509 $ 14,506 $ 14,856 Crawford Long - CPI, LLC (1) 22,001 22,857 82,316 62,856 ( 62,562 ) ( 39,691 ) ( 31,066 ) (2) ( 19,173 ) (2) Under Development: Neuhoff Holdings LLC (3) 477,780 321,338 219,780 115,940 226,303 177,734 124,543 93,647 Land: 715 Ponce Holdings LLC 9,325 8,333 — — 9,324 8,332 4,782 4,261 Sold and Other: HICO Victory Center LP — 158 — — — 5,818 — 75 $ 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 Total Revenues Net Income (Loss) Company's Income (Loss) from Investment 2023 2022 2021 2023 2022 2021 2023 2022 2021 Operating Properties: AMCO 120 WT Holdings, LLC $ 11,407 $ 10,844 $ 8,894 $ 2,822 $ 3,245 $ 639 $ 562 $ 632 $ 115 Crawford Long - CPI, LLC 13,097 13,298 13,118 3,692 4,530 4,032 1,709 2,117 1,869 Under Development: Neuhoff Holdings LLC 214 140 51 ( 120 ) 94 51 ( 77 ) 47 25 Land: 715 Ponce Holdings LLC 268 287 84 177 183 55 88 91 27 Sold and Other: Carolina Square Holdings LP — 12,071 16,518 48 503 2,187 24 164 982 HICO Victory Center LP — 92 232 ( 14 ) 6,735 232 ( 7 ) 4,546 125 Austin 300 Colorado Project, LP — 33 8,747 — 17 2,012 — 8 972 DC Charlotte Plaza LLLP — ( 5 ) 15,217 — ( 28 ) 5,491 — ( 36 ) 2,539 Other — — 378 — ( 1 ) 218 — 131 147 $ 24,986 $ 36,760 $ 63,239 $ 6,605 $ 15,278 $ 14,917 $ 2,299 $ 7,700 $ 6,801 F-16 Table of Contents 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, 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. 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 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. 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 formed for the purpose of a future development in Midtown Atlanta, Georgia. The Company made an initial contribution of $ 4.0 million for its interest in the land held by the joint venture. The assets of the venture in the above table include a cash balance of $ 42,000 at December 31, 2023. 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, 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. HICO Victory Center LP ("HICO") — HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), which owned a land parcel in Dallas, Texas. The Company funded 75 % of the cost of land while Hines Victory funded 25 %. Pursuant to the joint venture agreement, all predevelopment expenditures, other than land, were funded equally by the partners. 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. 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. The construction loan was paid off concurrent with the Company's purchase of its partners' interest. Upon consolidation, the Company recognized a $ 62.5 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions. 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 F-17 Table of Contents agreement. The Company recognized a gain of $ 13.1 million on the sale of its interest in Charlotte Plaza and recorded this amount in gain on sales of investments in unconsolidated joint ventures. At December 31, 2023, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 302.1 million. 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. 6. INTANGIBLE ASSETS AND LIABILITIES At December 31, 2023 and 2022, intangible assets and liabilities included the following ($ in thousands): 2023 2022 Intangible Assets: In-place leases, net of accumulated amortization of $ 135,433 and $ 131,021 in 2023 and 2022, respectively $ 80,117 $ 102,080 Below-market ground leases, net of accumulated amortization of $ 2,260 and $ 1,860 in 2023 and 2022, respectively 16,992 17,393 Above-market leases, net of accumulated amortization of $ 24,918 and $ 25,085 in 2023 and 2022, respectively 11,884 15,093 Goodwill 1,674 1,674 $ 110,667 $ 136,240 Intangible Liabilities: Below-market leases, net of accumulated amortization of $ 50,475 and $ 48,994 in 2023 and 2022 $ 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 Revenues: Rental property revenues, net (Below-market and Above-market leases) $ 6,876 $ 6,446 $ 11,363 Expenses: 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 F-18 Table of Contents 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. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands): In-Place Leases Below-Market Ground Leases Above-Market Leases Below-Market Leases Total 2024 $ 17,055 $ 400 $ 2,313 $ ( 8,242 ) $ 11,526 2025 14,863 400 2,112 ( 7,745 ) 9,630 2026 12,354 400 1,720 ( 6,517 ) 7,957 2027 9,770 400 1,310 ( 4,982 ) 6,498 2028 6,955 359 1,201 ( 3,845 ) 4,670 Thereafter 19,120 15,033 3,228 ( 10,862 ) 26,519 $ 80,117 $ 16,992 $ 11,884 $ ( 42,193 ) $ 66,800 Weighted average remaining lease term 7 years 58 years 7 years 7 years 7. OTHER ASSETS At December 31, 2023 and 2022, other assets included the following ($ in thousands): 2023 2022 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 Lease inducements, net of accumulated amortization of $ 5,860 and $ 5,129 in 2023 and 2022, respectively 10,537 8,091 Prepaid expenses and other assets 8,704 6,438 Credit Facility deferred financing costs, net of accumulated amortization of $ 2,131 and $ 135 in 2023 and 2022, respectively 4,273 5,550 $ 90,745 $ 81,912 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. These amounts are amortized into rental revenues over the individual underlying lease terms. F-19 Table of Contents 8. NOTES PAYABLE The following table summarizes the terms of notes payable outstanding at December 31, 2023 and 2022 ($ in thousands): Description Interest Rate (1) Maturity (2) 2023 2022 Unsecured Notes: 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: 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 loan costs ( 4,441 ) ( 7,235 ) Total Notes Payable $ 2,457,627 $ 2,334,606 (1) Interest rate as of December 31, 2023. (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. 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 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. F-20 Table of Contents 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 %. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $ 814.9 million at December 31, 2023. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default. 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 %. Term Loans 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 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 each. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. 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 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 The Company has unsecured senior notes of $ 1.0 billion that were funded in five tranches. The first tranche of $ 100 million is due in 2027 and has a fixed annual interest rate of 4.09 %. The second tranche of $ 250 million is due in 2025 and has a fixed annual interest rate of 3.91 %. The third tranche of $ 125 million is due in 2027 and has a fixed annual interest rate of 3.78 %. The fourth tranche of $ 250 million is due in 2028 and has a fixed annual interest rate of 3.86 %. The fifth tranche of $ 275 million is due in 2029 and has a fixed annual interest rate of 3.95 %. The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, 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 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 F-21 Table of Contents 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 The Company is in compliance with all of the covenants related to its unsecured and secured debt. At December 31, 2023 and 2022, the estimated fair value of the Company’s notes payable was $ 2.4 billion and $ 2.2 billion, respectively , c alculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2023 and 2022. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers. For the years ended December 31, 2023, 2022, and 2021, interest was recorded as follows ($ in thousands): 2023 2022 2021 Total interest incurred $ 123,830 $ 87,937 $ 73,284 Interest capitalized ( 18,367 ) ( 15,400 ) ( 6,257 ) Total interest expense $ 105,463 $ 72,537 $ 67,027 Debt Maturities 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 2025 656,754 2026 220,127 2027 410,100 2028 250,000 Thereafter 496,000 $ 2,462,068 9. 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 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 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. F-22 Table of Contents 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: 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 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, credit valuation adjustments were not considered to be significant inputs. 10. OTHER LIABILITIES Other liabilities on the consolidated balance sheets as of December 31, 2023 and December 31, 2022 included the following ($ in thousands): 2023 2022 Ground lease liability $ 53,348 $ 53,129 Prepaid rent 34,872 33,165 Security deposits 15,050 14,635 Restricted stock unit liability — 1,048 Other liabilities 1,560 1,465 $ 104,830 $ 103,442 F-23 Table of Contents 11. COMMITMENTS AND CONTINGENCIES Commitments 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. Litigation The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company. 12. STOCKHOLDERS' EQUITY 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. 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. To date the Company has issued 2.6 million shares under the ATM program and has generated cash proceeds of $ 101.4 million, net of $ 1.1 million of compensation to be paid with respect to such Forward Sales, $ 1.7 million of dividends owed during the period the Forward Sales were outstanding, and $ 900,000 of other transaction related costs. To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 17. 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. F-24 Table of Contents Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9 % of the Company’s total common and preferred stock, subject to waiver by the Board of Directors. Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2023, 2022, and 2021 to meet REIT distribution requirements ($ in thousands): 2023 2022 2021 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 Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s common stock distributions for the years ended December 31, 2023, 2022, and 2021: Total Distributions Per Share Ordinary Dividends Long-Term Capital Gain Non Dividend Distributions Unrecaptured Section 1250 Gain Section 199A Dividends Section 1061 One Year Amounts Disclosure (1) Section 1061 Three Year Amounts Disclosure (1) 2023 $ 1.280000 $ 1.008002 $ 0.008302 $ 0.263696 $ — $ 1.008002 $ 0.008302 $ 0.008302 2022 $ 1.270000 $ 0.880788 $ 0.389212 $ — $ 0.045470 $ 0.880788 $ 0.389212 $ 0.389212 2021 $ 1.230000 $ 1.230000 $ — $ — $ — $ 1.230000 $ — $ — (1) Amounts included in Box 2a, Total Capital Gain Distributions, for purposes of section 1061 of the Internal Revenue Code. Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests." F-25 Table of Contents 13. REVENUE RECOGNITION The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows: • Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenue; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842. • Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606. For the years ended December 31, 2023, 2022, and 2021, the Company recognized rental property revenues of $ 799.0 million, $ 753.5 million, and $ 739.1 million, respectively, of which $ 226.4 million, $ 212.3 million, and $ 199.0 million, respectively, represented variable rental revenue. 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, 2023 ($ in thousands): December 31, 2023 2024 $ 541,492 2025 532,487 2026 516,868 2027 475,210 2028 423,212 Thereafter 1,448,701 $ 3,937,970 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 F-26 Table of Contents 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. 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. 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 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 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. F-27 Table of Contents 14. 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 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): 2023 2022 2021 Equity-classified awards: Restricted stock $ 3,645 $ 3,151 $ 2,677 Market-based RSUs 5,042 4,073 2,532 Performance-based RSUs 1,463 1,173 881 Director grants 1,601 1,471 890 Employee Stock Purchase Plan 150 191 25 11,901 10,059 7,005 Liability-classified awards Market-based RSUs — — 1,942 Performance-based RSUs — — 456 Service-based RSUs 61 ( 146 ) 690 Dividend equivalent units — 69 564 61 ( 77 ) 3,652 Total stock-based compensation expense $ 11,962 $ 9,982 $ 10,657 On April 23, 2019, the Company's stockholders approved the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. 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, 2023, approximately 2.0 million shares were authorized to be awarded pursuant to the 2019 Plan. Equity-Classified Awards 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 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 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 F-28 Table of Contents 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 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. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. As of December 31, 2023, the Company had $ 4.4 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.4 years. The total vesting date fair value of the restricted stock which vested during 2023, 2022, and 2021 was $ 2.4 million, $ 2.9 million, and $ 1.9 million, respectively. The following table summarizes equity-classified employee stock compensation award activity for the years ended December 31, 2023, 2022, and 2021 (shares in thousands): 2023 2022 2021 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 Vested ( 225 ) $ 37.28 ( 169 ) $ 41.54 ( 58 ) $ 37.47 Forfeited ( 8 ) $ 37.60 ( 19 ) $ 41.05 ( 2 ) $ 39.27 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 Volatility (1) 40.5 % 37.7 % 37.5 % Risk-free rate (2) 4.35 % 1.39 % 0.17 % Stock beta (3) 1.03 % 1.02 % 1.04 % (1) Based on historical volatility over three years using daily stock price. (2) Reflects the yield on three-year Treasury bonds. (3) Betas are calculated with up to three years of daily stock price data. All shares of restricted stock receive dividends and have voting rights during the vesting period. Dividend equivalents for the 2023, 2022, and 2021 RSUs will be settled in cash 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 sheets. 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. F-29 Table of Contents The following is a summary of stock option activity for the year ended December 31, 2021 (options in thousands): 2021 Number of Options Weighted Average Exercise Price Per Option Outstanding at beginning of year 28 $ 25.55 Exercised ( 28 ) $ 25.55 Outstanding at end of year — — In 2023, 2022, and 2021, the Company also granted 81,909 , 44,549 , and 34,912 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date. Liability-Classified Awards During 2019, the Company awarded three types of liability-classified awards to key employees: (1) Market-based RSUs, (2) Performance-based RSUs, and (3) Service-based RSUs. The 2019 Market-based and Performance-based RSU awards are liability-classified awards and were settled in cash in 2022 based upon the attainment of required market, performance, and service criteria for the three years ended December 31, 2021. For the 2019 Market-based RSUs, the Company expensed an estimate of the fair value of the awards over the vesting period using a quarterly Monte Carlo valuation. For the 2019 Performance-based RSUs, the Company expensed the awards over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. The 2019 Service-based RSUs 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): 2023 2022 2021 Shares Shares Shares Shares unvested at beginning of the year 43 43 135 Vested ( 43 ) — ( 92 ) Shares unvested at end of year — 43 43 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 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 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. F-30 Table of Contents Employee Stock Purchase Plan On October 26, 2021, the Company’s board of directors adopted the ESPP, which was approved by stockholders at the 2022 annual meeting. Pursuant to the ESPP, employees may contribute up to 15 % of their cash compensation during annual purchase periods for the purchase of Cousins’ common stock up to an annual maximum of $ 21,250 per employee. On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85 % of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period), whichever is lower. As of December 31, 2023, 2022, and 2021, 43 , 78 , and 95 employees were enrolled in the plan, respectively. 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 . Contributions for the purchase period ending November 30, 2023 were $ 444,000 . As of December 31, 2023, the Company estimates future expense related to the open purchase period to be $ 107,000 . 15. RETIREMENT SAVINGS PLAN The Company maintains a defined contribution plan (the “Retirement Savings Plan”) pursuant to Section 401 of the Internal Revenue Code (the “Code”) which covers active regular employees. Employees are eligible to participate in the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code. The Company contributes 3 % of an employee's eligible compensation to the plan, which is fully vested after the employee has been with the Company for two years . The Company may change this percentage at its discre tion; and, in addition, the Company could decide to make discretionary contributions in the future. The Company contributed $ 1.1 million , $ 1.0 million, and $ 1.0 million to the Retirement Savings Plan for the 2023, 2022, and 2021 plan years, respectively. 16. INCOME TAXES The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes as follows ($ in thousands): 2023 2022 2021 Amount Rate Amount Rate Amount Rate 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 % 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): 2023 2022 Income from unconsolidated joint ventures $ 31 $ 5 Federal and state tax net operating loss carryforwards 1,462 1,636 Federal and state tax capital loss carryforwards 152 179 Gross deferred tax asset 1,645 1,820 Valuation allowance ( 1,645 ) ( 1,820 ) Net deferred tax asset after valuation allowance $ — $ — A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. 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 F-31 Table of Contents 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. 17. EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 ($ in thousands, except per share amounts): Year Ended December 31 2023 2022 2021 Earnings per common share - basic: Numerator: Net income $ 83,816 $ 167,445 $ 278,996 Net income attributable to noncontrolling interests in CPLP ( 14 ) ( 143 ) ( 56 ) Net income attributable to other noncontrolling interests ( 839 ) ( 509 ) ( 354 ) Net income available for common stockholders $ 82,963 $ 166,793 $ 278,586 Denominator: Weighted average common shares - basic 151,714 150,113 148,666 Net income per common share - basic $ 0.55 $ 1.11 $ 1.87 Earnings per common share - diluted: Numerator: Net income $ 83,816 $ 167,445 $ 278,996 Net income attributable to other noncontrolling interests ( 839 ) ( 509 ) ( 354 ) Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP $ 82,977 $ 166,936 $ 278,642 Denominator: Weighted average common shares - basic 151,714 150,113 148,666 Add: Potential dilutive common shares - stock options — — 1 Potential dilutive restrictive stock units - RSUs, less shares assumed purchased at market price 301 281 199 Weighted average units of CPLP convertible into common shares 25 25 25 Weighted average common shares - diluted 152,040 150,419 148,891 Net income per common share - diluted $ 0.55 $ 1.11 $ 1.87 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. F-32 Table of Contents 18. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2023, 2022, and 2021 is as follows ($ in thousands): 2023 2022 2021 Interest paid, net of amounts capitalized $ 100,553 $ 70,087 $ 68,003 Income taxes paid (1) — 38 155 Non-Cash Transactions: Common stock dividends declared and accrued 49,384 48,525 47,350 Tenant improvements recorded in deferred income 60,568 80,369 4,541 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 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, 2023 2022 2021 Cash and cash equivalents $ 6,047 $ 5,145 $ 8,937 Restricted cash — — 1,231 Total cash, cash equivalents, and restricted cash $ 6,047 $ 5,145 $ 10,168 19. REPORTABLE SEGMENTS The Company's segments are based on the method of internal reporting which classifies operations by property type and geographical area. The segments by property type are: Office and Non-Office. The segments by geographical region are: Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets are properties located in Chapel Hill (sold in September 2022), Houston, Nashville, and Fort Worth (sold in April 2021). Included in Non-Office are retail and apartments in Chapel Hill (sold in September 2022) and Atlanta, as well as the College Street Garage in Charlotte. In the third quarter of 2021, with the sale of the Company's One South at the Plaza office property, the Company reassessed the segment for the College Street Garage and began to treat it as Non-Office for all periods presented. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of property and the geographical location. 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”). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, gain/loss on extinguishment of debt, transaction costs, and other non-operating items. F-33 Table of Contents Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for years ended December 31, 2023, 2022, and 2021 are as follows ($ in thousands): Year Ended December 31, 2023 Office Non-Office Total Revenues: Atlanta $ 296,306 $ 1,879 $ 298,185 Austin 262,425 — 262,425 Charlotte 58,343 7,142 65,485 Dallas 16,948 — 16,948 Phoenix 64,073 — 64,073 Tampa 74,813 — 74,813 Other markets 26,079 — 26,079 Total segment revenues 798,987 9,021 808,008 Less: Company's share of rental property revenues from unconsolidated joint ventures ( 7,082 ) ( 1,879 ) ( 8,961 ) Total rental property revenues $ 791,905 $ 7,142 $ 799,047 Year Ended December 31, 2022 Office Non-Office Total Revenues: Atlanta $ 278,418 $ 1,791 $ 280,209 Austin 249,776 — 249,776 Charlotte 55,312 5,034 60,346 Dallas 16,736 — 16,736 Phoenix 57,635 — 57,635 Tampa 70,984 — 70,984 Other markets 28,831 3,931 32,762 Total segment revenues 757,692 10,756 768,448 Less: Company's share of rental property revenues from unconsolidated joint ventures ( 9,215 ) ( 5,722 ) ( 14,937 ) Total rental property revenues $ 748,477 $ 5,034 $ 753,511 Year Ended December 31, 2021 Office Non-Office Total Revenues: Atlanta $ 268,953 $ 1,459 $ 270,412 Austin 247,806 — 247,806 Charlotte 74,702 2,700 77,402 Dallas 17,670 — 17,670 Phoenix 50,292 — 50,292 Tampa 59,614 — 59,614 Other markets 39,403 5,257 44,660 Total segment revenues 758,440 9,416 767,856 Less: Company's share of rental property revenues from unconsolidated joint ventures ( 22,075 ) ( 6,718 ) ( 28,793 ) Total rental property revenues $ 736,365 $ 2,698 $ 739,063 F-34 Table of Contents NOI by reportable segment for the years ended December 31, 2023, 2022, and 2021 are as follows ($ in thousands): Year Ended December 31, 2023 Office Non-Office Total Net Operating Income: Atlanta $ 193,305 $ 982 $ 194,287 Austin 170,103 — 170,103 Charlotte 43,124 4,743 47,867 Dallas 13,074 — 13,074 Phoenix 44,177 — 44,177 Tampa 46,933 — 46,933 Other markets 14,653 — 14,653 Total Net Operating Income $ 525,369 $ 5,725 $ 531,094 Year Ended December 31, 2022 Office Non-Office Total Net Operating Income: Atlanta $ 184,609 $ 1,040 $ 185,649 Austin 152,806 — 152,806 Charlotte 41,234 3,602 44,836 Dallas 12,890 — 12,890 Phoenix 41,544 — 41,544 Tampa 45,187 — 45,187 Other markets 16,879 2,409 19,288 Total Net Operating Income $ 495,149 $ 7,051 $ 502,200 Year Ended December 31, 2021 Office Non-Office Total Net Operating Income: Atlanta $ 176,793 $ 622 $ 177,415 Austin 146,923 — 146,923 Charlotte 53,294 1,351 54,645 Dallas 14,014 — 14,014 Phoenix 36,244 — 36,244 Tampa 38,305 — 38,305 Other markets 22,791 3,383 26,174 Total Net Operating Income $ 488,364 $ 5,356 $ 493,720 F-35 Table of Contents The following reconciles Net Income to Net Operating Income for each of the periods presented ($ in thousands): Year Ended December 31, 2023 2022 2021 Net income $ 83,816 $ 167,445 $ 278,996 Fee income ( 1,373 ) ( 6,119 ) ( 15,559 ) Termination fee income ( 7,343 ) ( 2,464 ) ( 5,105 ) Other income ( 2,454 ) ( 2,660 ) ( 451 ) General and administrative expenses 32,331 28,319 29,321 Interest expense 105,463 72,537 67,027 Depreciation and amortization 314,897 295,587 288,092 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 ) 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 ) — Net Operating Income $ 531,094 $ 502,200 $ 493,720 F-36 Table of Contents SCHEDULE III COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 ($ in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period Description/Metropolitan Area Encumbrances Land and Improvements Buildings and Improvements Land and Improvements less Cost of Sales, Transfers and Other Building and Improvements less Cost of Sales, Transfers and Other Land and Improvements less Cost of Sales, Transfers and Other Building and Improvements less Cost of Sales, Transfers and Other Total (a)(b) Accumulated Depreciation (a)(b) Date of Construction/ Renovation Date Acquired Life on Which Depreciation in 2023 Statement of Operations is Computed (c) OPERATING PROPERTIES 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 Austin, TX Terminus 221,000 49,050 410,826 — 56,001 49,050 466,827 515,877 68,036 — 2019 5 - 40 years Atlanta, GA Northpark Town Center — 22,350 295,825 — 78,476 22,350 374,301 396,651 107,286 — 2014 5 - 39 years Atlanta, GA Corporate Center (e) — 2,468 272,148 16,468 70,699 18,936 342,847 361,783 84,574 — 2016 5 - 40 years Tampa, FL 300 Colorado (d) — 18,354 278,905 ( 33 ) 47,053 18,321 325,958 344,279 18,155 2022 2021 5 - 40 years Austin, TX Buckhead Plaza — 35,064 234,111 — 67,265 35,064 301,376 336,440 57,734 — 2016 5 - 40 years Atlanta, GA Spring & 8th — 28,131 — 426 301,770 28,557 301,770 330,327 62,658 2015 2015 5 - 40 years Atlanta, GA 725 Ponce — 20,720 272,226 — 16,615 20,720 288,841 309,561 21,331 — 2021 5 - 40 years Atlanta, GA Briarlake Plaza — 33,486 196,915 — 75,801 33,486 272,716 306,202 34,758 — 2019 5 - 40 years Houston, TX The Terrace — 27,360 247,226 — 31,244 27,360 278,470 305,830 40,047 — 2019 5 - 40 years Austin, TX Hayden Ferry — 13,102 262,578 ( 252 ) 22,255 12,850 284,833 297,683 61,418 — 2016 5 - 40 years Phoenix, AZ One Eleven Congress — 33,841 201,707 — 57,517 33,841 259,224 293,065 53,071 — 2016 5 - 40 years Austin, TX San Jacinto Center — 34,068 176,535 ( 579 ) 43,313 33,489 219,848 253,337 42,156 — 2016 5 - 40 years Austin, TX 3344 Peachtree — 16,110 176,153 — 40,292 16,110 216,445 232,555 49,467 — 2016 5 - 40 years Atlanta, GA Fifth Third Center 126,548 22,591 180,430 — 21,809 22,591 202,239 224,830 62,957 — 2014 5 - 40 years Charlotte, NC Continued on next page The RailYard $ — $ 22,831 $ 178,323 $ — $ 1,973 $ 22,831 $ 180,296 $ 203,127 $ 18,738 — 2020 5 - 40 years Charlotte, NC Promenade Tower — 13,439 102,790 — 77,189 13,439 179,979 193,418 63,977 — 2011 5 - 34 years Atlanta, GA Avalon — 9,952 — 73 181,342 10,025 181,342 191,367 36,671 2016 2016 5 - 40 years Atlanta, GA 100 Mill — 13,156 — 5 173,434 13,161 173,434 186,595 12,650 2022 2022 5 - 40 years Phoenix, AZ 3350 Peachtree — 16,836 108,177 — 55,838 16,836 164,015 180,851 24,328 — 2016 5 - 40 years Atlanta, GA Promenade Central — 19,495 62,836 — 91,882 19,494 154,718 174,212 8,662 2022 2019 5 - 40 years Atlanta, GA Heights Union — 9,545 123,944 — 21,067 9,545 145,011 154,556 11,565 — 2021 5 - 40 years Tampa, FL Colorado Tower (e) 106,862 1,600 — 20,543 128,129 22,143 128,129 150,272 46,605 2013 2013 5 - 30 years Austin, TX Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 22,295 — 2019 5 - 40 years Dallas, TX Tempe Gateway — 5,893 95,130 — 23,282 5,893 118,412 124,305 20,098 — 2016 5 - 40 years Phoenix, AZ 550 South — 51 115,238 — 8,734 51 123,972 124,023 29,176 — 2016 5 - 40 years Charlotte, NC Domain Point — 17,349 71,599 — 13,017 17,349 84,616 101,965 15,475 — 2019 5 - 40 years Austin, TX 5950 Sherry Lane — 8,040 65,919 — 10,349 8,040 76,268 84,308 10,910 — 2019 5 - 40 years Dallas, TX 3348 Peachtree — 6,707 69,723 — 6,387 6,707 76,110 82,817 17,360 — 2016 5 - 40 years Atlanta, GA 111 West Rio — 6,076 56,647 ( 127 ) 19,101 5,949 75,748 81,697 20,182 2017 2017 5 - 40 years Phoenix, AZ The Pointe — 9,404 54,694 — 12,180 9,404 66,874 76,278 15,842 — 2016 5 - 40 years Tampa, FL Harborview Plaza — 10,800 39,136 — 10,757 10,800 49,893 60,693 12,424 — 2016 5 - 40 years Tampa, FL Research Park V — 4,373 — 801 43,313 5,174 43,313 48,487 14,530 2014 1998 5 - 30 years Austin, TX Continued on next page Meridian Mark Plaza $ — $ 2,219 $ — $ — $ 25,658 $ 2,219 $ 25,658 $ 27,877 $ 17,839 1997 1997 5 - 30 years Atlanta, GA Miscellaneous Investments — 15,318 69,780 32 2,369 15,351 72,149 87,500 6,671 Total Operating Properties 526,968 628,064 5,303,404 43,363 2,129,668 671,427 7,433,072 8,104,499 1,329,406 PROJECTS UNDER DEVELOPMENT Domain 9 — 16,640 — — 116,244 16,640 116,244 132,884 — — 2018 Austin, TX Total Projects Under Development — 16,640 — — 116,244 16,640 116,244 132,884 — LAND South End Station — 28,134 — — — 28,134 — 28,134 — — 2020 Charlotte, NC 887 West Peachtree (f) — 11,883 — 14,429 — 26,312 — 26,312 — — 2019 Atlanta, GA Legacy Union 2 & 3 — 22,724 — ( 1 ) — 22,723 — 22,723 — — 2019 Dallas, TX 3354/3356 Peachtree — 13,410 — 8,099 — 21,509 — 21,509 — — 2018 Atlanta, GA Domain Central — 21,000 — — — 21,000 — 21,000 — — 2019 Austin, TX 303 Tremont — 18,779 — 75 — 18,854 — 18,854 — — 2020 Charlotte, NC Domain Point 3 — 11,018 — — — 11,018 — 11,018 — — 2020 Austin, TX Corporate Center 5 & 6 (e) — 5,188 — ( 10 ) — 5,178 — 5,178 — — 2019 Tampa, FL Total Commercial Land — 132,136 — 22,592 — 154,728 — 154,728 — Total Properties $ 526,968 $ 776,840 $ 5,303,404 $ 65,955 $ 2,245,912 $ 842,795 $ 7,549,316 $ 8,392,111 $ 1,329,406 S-1 Table of Contents SCHEDULE III COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 ($ in thousands) NOTES: (a) Reconciliations of total real estate carrying value and accumulated depreciation as of and for the years ended December 31, 2023, 2022, and 2021 are as follows: Real Estate Accumulated Depreciation 2023 2022 2021 2023 2022 2021 Balance at beginning of period $ 8,087,846 $ 7,714,382 $ 7,370,401 $ 1,079,662 $ 874,988 $ 811,196 Additions during the period: Acquisitions — — 723,694 — — — Improvements and other capitalized costs 350,654 436,201 280,823 — — — Depreciation expense — — — 292,433 267,411 246,240 Total Additions 350,654 436,201 1,004,517 292,433 267,411 246,240 Deductions during the period: Cost of real estate sold ( 3,700 ) — ( 552,201 ) — — ( 74,113 ) Write off of fully depreciated assets ( 42,689 ) ( 62,737 ) ( 108,335 ) ( 42,689 ) ( 62,737 ) ( 108,335 ) Total Deductions ( 46,389 ) ( 62,737 ) ( 660,536 ) ( 42,689 ) ( 62,737 ) ( 182,448 ) Balance at end of period $ 8,392,111 $ 8,087,846 $ 7,714,382 $ 1,329,406 $ 1,079,662 $ 874,988 (b) The aggregate cost for federal income tax purposes, net of depreciation, was $ 5.7 billion (unaudited) at December 31, 2023. (c) Buildings and improvements are depreciated over 30 to 40 years. 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) 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. (f) Some of the land at this property is controlled under a financing ground lease. S-2