FORWARD-LOOKING STATEMENTS

Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021, and as itemized herein. These forward-looking statements include information about the Company's possible or assumed future results of the business and ~~our~~the Company's financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:

~~our~~ •guidance and underlying assumptions;

•business and financial strategy;

•~~our ability to obtain~~ future ~~financing;~~debt financings;

•future acquisitions and dispositions of operating ~~assets;~~assets or joint venture interests;

•future acquisitions and dispositions of ~~land;~~land, including ground leases;

•future development and redevelopment opportunities, including fee development opportunities;

•future ~~dispositions~~issuances and repurchases of ~~land and other non-core assets;~~common stock, limited partnership units, or preferred stock;

•future distributions;

•projected ~~operating results;~~capital expenditures;

•market and industry trends;

•entry into new markets or changes in existing market concentrations;

•future ~~distributions;~~

•~~projected capital expenditures;~~

•changes in interest rates; and

the impact of the transaction involving us, Parkway Properties, Inc. ("Parkway"), and Parkway, Inc. ("New Parkway"), including future financial and operating results, plans, objectives, expectations, and intentions;

•all statements that address operating performance, events, or developments that ~~we expect~~the Company expects or ~~anticipate~~anticipates will occur in the future — including statements relating to creating value for ~~stockholders;~~

~~impact of the transactions with Parkway and New Parkway on tenants, employees, stockholders, and other constituents of the combined companies; and~~

~~integrating Parkway with us.~~stockholders.

Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of ~~our~~the Company's future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, ~~our~~the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:

•the availability and terms of capital;

•the ability to refinance or repay indebtedness as it matures;

•the failure of purchase, sale, or other contracts to ultimately close;

•the failure to achieve anticipated benefits from acquisitions, investments, or dispositions;

•the potential dilutive effect of common stock or operating partnership unit issuances;

•the availability of buyers and pricing with respect to the disposition of assets;

~~risks and uncertainties related to~~•changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which ~~we operate,~~the Company operates (including supply and demand changes), particularly in Atlanta, Austin, Charlotte, ~~Austin,~~Phoenix, Tampa, Dallas, and ~~Phoenix where we have~~Nashville, including the impact of high ~~concentrations~~unemployment, volatility in the public equity and debt markets, and international economic and other conditions;

•the impact of ~~our annualized lease revenue;~~a public health crisis, including the COVID-19 pandemic, and the governmental and third-party response to such a crisis, which may affect the Company's key personnel, the Company's tenants, and the costs of operating the Company's assets;

•sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism, which may result in a disruption of day-to-day building operations;

•changes to ~~our~~the Company's strategy ~~with~~in regard to ~~land and other non-core holdings that~~the Company's real estate assets, which may require impairment ~~losses~~ to be recognized;

•leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease ~~newly developed~~newly-developed and/or ~~recently acquired~~recently-acquired space, the failure of a tenant to commence or complete tenant improvements on schedule or to occupy leased space, and the risk of declining leasing rates;

•changes in the needs of the Company's tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of employees working remotely;

•any adverse change in the financial condition of one or more of ~~our major~~the Company's tenants;

•volatility in interest rates and insurance rates;

•inflation and continuing increases in the inflation rate;

•competition from other developers or investors;

•the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk);

•cyber security breaches;

•changes in senior management, changes in the Board, and the loss of key personnel;

•the potential liability for uninsured losses, condemnation, or environmental issues;

•the potential liability for a failure to meet regulatory requirements;

•the financial condition and liquidity of, or disputes with, joint venture partners;

•any failure to comply with debt covenants under credit agreements;

•any failure to continue to qualify for taxation as a real estate investment trust and to meet regulatory requirements;

~~risks associated with litigation resulting from the transactions with Parkway and from liabilities or contingent liabilities assumed in the transactions with Parkway;~~

~~risks associated with any errors or omissions in financial or other information of Parkway that has been previously provided to the public;~~

~~Table of Contents~~

~~the ability to successfully integrate our operations and employees in connection with the transactions with Parkway and New Parkway;~~

~~the ability to realize anticipated benefits and synergies of the transactions with Parkway and New Parkway;~~

•potential changes to state, local, or federal regulations applicable to ~~our~~the Company's business;

•material changes in the ~~dividend~~ rates, ~~on securities~~ or the ability to pay, dividends on common shares or other securities;

•potential changes to the tax laws impacting REITs and real estate in general; and

~~significant costs related to uninsured losses, condemnation, or environmental issues; and~~

•those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.

The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although ~~we believe~~the Company believes that ~~our~~the plans, intentions, and expectations reflected in any forward-looking statements are reasonable, wethe Company can give no assurance that such plans, intentions, or expectations will be achieved. ~~We undertake~~The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise, except as required under U.S. federal securities laws.

~~Table of Contents~~

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
September 30, 2017 December 31, 2016
(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $253,362 and $215,856 in 2017 and 2016, respectively $ 3,490,181
$ 3,432,522
Projects under development 248,242
162,387
Land 4,221
4,221
3,742,644
3,599,130

Cash and cash equivalents 62,167
35,687
Restricted cash 437
15,634
Notes and accounts receivable, net of allowance for doubtful accounts of $626 and $1,167 in 2017 and 2016, respectively 16,291
27,683
Deferred rents receivable 53,483
39,464
Investment in unconsolidated joint ventures 109,222
179,397
Intangible assets, net of accumulated amortization of $99,063 and $53,483 in 2017 and 2016, respectively 211,786
245,529
Other assets 28,170
29,083
Total assets $ 4,224,200
$ 4,171,607
Liabilities:

Notes payable $ 1,095,177
$ 1,380,920
Accounts payable and accrued expenses 160,101
109,278
Deferred income 35,918
33,304
Intangible liabilities, net of accumulated amortization of $25,709 and $12,227 in 2017 and 2016, respectively 76,299
89,781
Other liabilities 39,385
44,084
Total liabilities 1,406,880
1,657,367
Commitments and contingencies

Equity:
Stockholders' investment:
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 shares issued and outstanding in 2017 and 2016 6,867
6,867
Common stock, $1 par value, 700,000,000 shares authorized, 430,349,620 and 403,746,938 shares issued in 2017 and 2016, respectively 430,350
403,747
Additional paid-in capital 3,604,269
3,407,430
Treasury stock at cost, 10,329,082 shares in 2017 and 2016 (148,373 ) (148,373 )
Distributions in excess of cumulative net income (1,127,813 ) (1,214,114 )
Total stockholders' investment 2,765,300
2,455,557
Nonredeemable noncontrolling interests 52,020
58,683
Total equity 2,817,320
2,514,240
Total liabilities and equity $ 4,224,200
$ 4,171,607

See accompanying notes.

~~Table of Contents~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	June 30, 2022		December 31, 2021
	(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $971,023 and $874,988 in 2022 and 2021, respectively	$	6,630,212	$	6,506,910
Projects under development	90,622		174,803
Land	157,680		157,681
	6,878,514		6,839,394


Cash and cash equivalents	4,057		8,937
Restricted cash	1,231		1,231
Accounts receivable	9,688		12,553
Deferred rents receivable	166,654		154,866
Investment in unconsolidated joint ventures	103,215		77,811
Intangible assets, net	151,550		168,553
Other assets, net	65,215		48,689
Total assets	$	7,380,124	$	7,312,034
Liabilities:
Notes payable	$	2,305,637	$	2,237,509
Accounts payable and accrued expenses	208,417		224,523
Deferred income	75,226		74,515
Intangible liabilities, net	57,327		63,223
Other liabilities	100,822		111,864

Total liabilities	2,747,429		2,711,634
Commitments and contingencies	0		0
Equity:
Stockholders' investment:

Common stock, $1 par value per share, 300,000,000 shares authorized, 154,024,945 and 151,272,969 shares issued and outstanding in 2022 and 2021, respectively	154,025		151,273
Additional paid-in capital	5,627,133		5,549,308
Treasury stock at cost, 2,584,933 shares in 2022 and 2021	(148,473)		(148,473)
Distributions in excess of cumulative net income	(1,020,590)		(985,338)
Total stockholders' investment	4,612,095		4,566,770
Nonredeemable noncontrolling interests	20,600		33,630
Total equity	4,632,695		4,600,400
Total liabilities and equity	$	7,380,124	$	7,312,034

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(~~unaudited,~~unaudited; in thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues:
Rental property revenues	$	183,174	$	181,766	$	366,401	$	366,573
Fee income	2,305		4,803		3,693		9,332
Other	201		68		2,484		282
	185,680		186,637		372,578		376,187
Expenses:
Rental property operating expenses	62,216		63,716		127,093		130,111
Reimbursed expenses	677		398		1,037		766
General and administrative expenses	6,996		7,313		15,059		14,046
Interest expense	16,549		16,656		32,074		33,864
Depreciation and amortization	69,861		71,456		140,605		142,326

Other	425		824		646		1,414
	156,724		160,363		316,514		322,527

Income from unconsolidated joint ventures	5,280		1,795		6,404		3,698
Gain on sales of investments in unconsolidated joint ventures	—		—		—		39
Gain (loss) on investment property transactions	28		(9)		(41)		(26)
Loss on extinguishment of debt	(100)		—		(100)		—


Net income	34,164		28,060		62,327		57,371
Net loss (income) attributable to noncontrolling interests	(112)		93		(291)		(108)
Net income available to common stockholders	$	34,052	$	28,153	$	62,036	$	57,263



Net income per common share — basic and diluted	$	0.23	$	0.19	$	0.42	$	0.39
Weighted average shares — basic	148,837		148,665		148,788		148,644
Weighted average shares — diluted	149,142		148,740		149,090		148,716

See accompanying notes.

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Revenues:
Rental property revenues $ 109,569
$ 46,575
$ 336,093
$ 138,382
Fee income 2,597
1,945
6,387
5,968
Other 993
153
9,593
570
113,159
48,673
352,073
144,920
Expenses:

Rental property operating expenses 40,688
18,122
123,715
55,451
Reimbursed expenses 895
795
2,667
2,463
General and administrative expenses 7,193
4,368
21,993
17,301
Interest expense 7,587
5,754
25,851
16,562
Depreciation and amortization 47,622
16,622
152,546
49,804
Acquisition and transaction costs (677 ) 1,446
1,499
3,889
Other 423
173
1,063
681
103,731
47,280
329,334
146,151
Gain on extinguishment of debt 429
—
2,258
—
Income (loss) from continuing operations before unconsolidated joint ventures and gain (loss) on sale of investment properties 9,857
1,393
24,997
(1,231 )
Income from unconsolidated joint ventures 2,461
1,527
43,362
5,144
Income from continuing operations before gain (loss) on sale of investment properties 12,318
2,920
68,359
3,913
Gain (loss) on sale of investment properties (33 ) —
119,729
13,944
Income from continuing operations 12,285
2,920
188,088
17,857
Income from discontinued operations —
8,737
—
24,361
Net income 12,285
11,657
188,088
42,218
Net income attributable to noncontrolling interests (218 ) —
(3,181 ) —
Net income available to common stockholders $ 12,067
$ 11,657
$ 184,907
$ 42,218
Per common share information — basic and diluted:

Income from continuing operations $ 0.03
$ 0.01
$ 0.45
$ 0.08
Income from discontinued operations —
0.05
—
0.12
Net income $ 0.03
$ 0.06
$ 0.45
$ 0.20
Weighted average shares — basic 419,998
210,170
414,123
210,400
Weighted average shares — diluted 427,300
210,326
421,954
210,528
Dividends declared per common share $ 0.06
$ 0.08
$ 0.24
$ 0.24

~~See accompanying notes.~~

~~Table of Contents~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF EQUITY

~~Nine Months Ended September 30, 2017 and 2016~~(unaudited; in thousands except per share amounts)

~~(unaudited, in thousands)~~


Three Months Ended June 30, 2022
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2022	$	151,349	$	5,550,718	$	(148,473)	$	(1,005,951)	$	4,547,643	$	35,002	$	4,582,645
Net income	—		—		—		34,052		34,052		112��		34,164
Common stock issued under the ATM, net of issuance costs	2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock-based compensation	44		1,496		—		—		1,540		—		1,540
Amortization of stock based compensation, net of forfeitures	—		2,082		—		4		2,086		—		2,086
Purchase of interest in consolidated joint venture	—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		1,241		1,241
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(6)		(6)

Common dividends ($0.32 per share)	—		—		—		(48,695)		(48,695)		—		(48,695)
Balance June 30, 2022	$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695

Three Months Ended June 30, 2021
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2021	$	151,240	$	5,543,549	$	(148,473)	$	(1,095,361)	$	4,450,955	$	30,293	$	4,481,248
Net income	—		—		—		28,153		28,153		(93)		28,060
Common stock issued pursuant to stock based compensation	35		1,300		—		—		1,335		—		1,335
Amortization of stock-based compensation, net of forfeitures	(2)		1,487		—		—		1,485		—		1,485

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		1,687		1,687
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(346)		(346)
Common dividends ($0.31 per share)	—		—		—		(46,065)		(46,065)		—		(46,065)
Balance June 30, 2021	$	151,273	$	5,546,336	$	(148,473)	$	(1,113,273)	$	4,435,863	$	31,541	$	4,467,404

Preferred
Stock
Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Distributions in
Excess of
Net Income

Stockholders’
Investment

Nonredeemable
Noncontrolling
Interests

Total
Equity
Balance December 31, 2016 $ 6,867
$ 403,747
$ 3,407,430
$ (148,373 ) $ (1,214,114 ) $ 2,455,557
$ 58,683
$ 2,514,240
Net income —
—
—
—
184,907
184,907
3,181
188,088
Common stock issued pursuant to:
Common stock offering, net of
issuance costs —
25,000
186,774
—
—
211,774
—
211,774
Director stock grants —
121
889
—
—
1,010
—
1,010
Stock based compensation —
282
(1,168 ) —
—
(886 ) —
(886 )
Spin-off of Parkway, Inc. —
—
—
—
545
545
—
545
Common stock redemption by unit holders —
1,203
8,865
—
—
10,068
(10,068 ) —
Amortization of stock options and restricted stock, net of forfeitures —
(3 ) 1,479
—
—
1,476
—
1,476
Contributions from nonredeemable noncontrolling interest —
—
—
—
—
—
1,588
1,588
Distributions to nonredeemable noncontrolling interest —
—
—
—
—
—
(1,364 ) (1,364 )
Common dividends ($0.24 per share) —
—
—
—
(99,151 ) (99,151 ) —
(99,151 )
Balance September 30, 2017 $ 6,867
$ 430,350
$ 3,604,269
$ (148,373 ) $ (1,127,813 ) $ 2,765,300
$ 52,020
$ 2,817,320

Balance December 31, 2015 $ —
$ 220,256
$ 1,722,224
$ (134,630 ) $ (124,435 ) $ 1,683,415
$ —
$ 1,683,415
Net income —
—
—
—
42,218
42,218
—
42,218
Common stock issued pursuant to stock based compensation —
257
76
—
—
333
—
333
Amortization of stock options and restricted stock, net of forfeitures —
(14 ) 1,252
—
—
1,238
—
1,238
Contributions from nonredeemable noncontrolling interests —
—
—
—
—
—
2,525
2,525
Repurchase of common stock —
—
—

(13,743 ) —
(13,743 ) —
(13,743 )
Common dividends ($0.24 per share) —
—
—
—
(50,549 ) (50,549 ) —
(50,549 )
Balance September 30, 2016 $ —
$ 220,499
$ 1,723,552
$ (148,373 ) $ (132,766 ) $ 1,662,912
$ 2,525
$ 1,665,437

See accompanying notes.

~~Table of Contents~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)


Six Months Ended June 30, 2022
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2021	$	151,273	$	5,549,308	$	(148,473)	$	(985,338)	$	4,566,770	$	33,630	$	4,600,400
Net income	—		—		—		62,036		62,036		291		62,327
Common stock issued under the ATM, net of issuance costs	2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock based compensation	120		490		—		—		610		—		610
Amortization of stock-based compensation, net of forfeitures	—		4,498		—		4		4,502		—		4,502
Purchase of interest in consolidated joint venture	—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		2,520		2,520
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(92)		(92)
Common dividends ($0.64 per share)	—		—		—		(97,292)		(97,292)		—		(97,292)
Balance June 30, 2022	$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695

Six Months Ended June 30, 2021
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net 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	—		—		—		57,263		57,263		108		57,371

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

Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	(2)		3,148		—		—		3,146		—		3,146

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		3,382		3,382
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(353)		(353)
Common dividends ($0.62 per share)	—		—		—		(92,232)		(92,232)		—		(92,232)
Balance June 30, 2021	$	151,273	$	5,546,336	$	(148,473)	$	(1,113,273)	$	4,435,863	$	31,541	$	4,467,404

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~unaudited,~~unaudited; in thousands)

Nine Months Ended September 30,
2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 188,088
$ 42,218
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of investment properties (119,729 ) (13,944 )
Depreciation and amortization, including discontinued operations 152,546
96,192
Amortization of deferred financing costs and premium/discount on notes payable (2,543 ) 1,063
Stock-based compensation expense, net of forfeitures 2,486
1,571
Effect of certain non-cash adjustments to rental revenues (33,379 ) (15,966 )
Income from unconsolidated joint ventures (43,362 ) (5,144 )
Operating distributions from unconsolidated joint ventures 40,207
5,893
Gain on extinguishment of debt (2,258 ) —
Changes in other operating assets and liabilities:
Change in other receivables and other assets, net 9,707
1,824
Change in operating liabilities 3,150
5,544
Net cash provided by operating activities 194,913
119,251
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales 171,316
21,088
Property acquisition, development, and tenant asset expenditures (229,811 ) (122,357 )
Purchase of tenant in common interest (13,382 ) —
Collection of notes receivable 5,161
—
Investment in unconsolidated joint ventures (13,862 ) (24,918 )
Distributions from unconsolidated joint ventures 40,939
4,150
Change in notes receivable and other assets (1,348 ) (5,699 )
Change in restricted cash 15,105
(3,667 )
Net cash used in investing activities (25,882 ) (131,403 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility 589,300
182,800
Repayment of credit facility (723,300 ) (274,800 )
Proceeds from issuance of notes payable 350,000
270,000
Repayment of notes payable (493,774 ) (7,239 )
Payment of deferred financing costs (2,048 ) (1,604 )
Shares withheld for payment of taxes on restricted stock vesting (701 ) —
Common stock issued, net of expenses 211,598
—
Contributions from noncontrolling interests 1,588
2,525
Distributions to nonredeemable noncontrolling interests (1,364 ) —
Repurchase of common stock —
(13,743 )
Common dividends paid (73,950 ) (50,549 )
Other 100
—
Net cash provided by (used in) financing activities (142,551 ) 107,390
NET INCREASE IN CASH AND CASH EQUIVALENTS 26,480
95,238
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 35,687
2,003
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62,167
$ 97,241

Interest paid, net of amounts capitalized $ 26,927
$ 20,792

Significant non-cash transactions:
Transfer from operating properties to real estate assets and other assets held for sale $ —
$ 203,735
Transfer from operating properties to liabilities of real estate assets held for sale —
106,135
Transfer from investment in unconsolidated joint ventures to operating properties 68,390
—
Transfer from projects under development to operating properties 58,928
—
Common stock dividends declared 25,201
—
Transfer from investment in unconsolidated joint ventures to projects under development —
5,880
Transfer from land held to projects under development —
8,099
Change in accrued property acquisition, development, and tenant asset expenditures (18,081 ) (11,384 )


	Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	62,327	$	57,371
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of investment in unconsolidated joint ventures	—		(39)
Loss on investment property transactions	41		26

Depreciation and amortization	140,605		142,326
Amortization of deferred financing costs and premium on notes payable	(130)		(272)
Equity-classified stock-based compensation expense, net of forfeitures	5,292		4,487
Effect of non-cash adjustments to rental revenues	(17,961)		(18,378)
Income from unconsolidated joint ventures	(6,404)		(3,698)
Operating distributions from unconsolidated joint ventures	3,161		7,677
Loss on extinguishment of debt	100		—

Changes in other operating assets and liabilities:
Change in receivables and other assets, net	(2,463)		(3,383)
Change in operating liabilities, net	(26,879)		(18,427)
Net cash provided by operating activities	157,689		167,690
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales, net	—		127,023
Proceeds from sale of interest in unconsolidated joint ventures, net	—		43
Property acquisition, development, and tenant asset expenditures	(172,206)		(116,009)

Return of capital distributions from unconsolidated joint venture	10,752		25,955
Contributions to unconsolidated joint ventures	(31,892)		(656)




Net cash provided by (used in) investing activities	(193,346)		36,356
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	269,500		192,000
Repayment of credit facility	(192,000)		(392,400)
Repayment of notes payable	(8,436)		(8,102)
Common stock issued under the ATM	101,668		—
Payment of deferred financing costs	(5,299)		(3,014)
Contributions from nonredeemable noncontrolling interests	2,520		3,382
Distributions to nonredeemable noncontrolling interests	(92)		(353)
Common dividends paid	(93,697)		(90,649)
Purchase of partners' interest in consolidated joint venture	(43,387)		—
Issuance of term loan	—		350,000
Repayment of term loan	—		(250,000)
Net cash provided by (used in) financing activities	30,777		(199,136)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(4,880)		4,910
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	10,168		6,138
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	5,288	$	11,048

See accompanying notes.

~~Table of Contents~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~June 30, ~~2017~~2022

(Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its operations through Cousins Properties LP ("CPLP"). Cousins owns ~~approximately 98%~~in excess of 99% of CPLP, and ~~consolidates CPLP.~~CPLP is consolidated with Cousins for financial reporting purposes. CPLP also owns Cousins TRS Services LLC ("CTRS"), ~~which is wholly owned by CPLP, is~~ a taxable entity ~~which~~that owns and manages its own real estate portfolio and performs certain real ~~estate related~~estate-related services for other parties.

Cousins, CPLP, CTRS, and their subsidiaries ~~are hereinafter referred to collectively as "the Company."~~

~~The Company develops, acquires, leases, manages,~~(collectively, the “Company”) develop, acquire, lease, manage, and ~~owns~~own primarily Class A office properties and mixed-use ~~properties~~developments in ~~Sunbelt~~the Sun Belt markets of the United States with a focus on ~~Arizona, Florida, Georgia, North Carolina,~~Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and ~~Texas.~~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 June 30, 2022, the Company's portfolio of real estate assets consisted of interests in 18.7 million square feet of office space and 620,000 square feet of other space.

Basis of ~~Presentation~~

Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of ~~September~~June 30, ~~2017~~2022 and the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been ~~condensed or~~ omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021. The accounting policies employed are substantially the same as those shown in note 2 to the consolidated financial statements included therein.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, there were no items of other comprehensive income. Therefore, ~~no presentation of~~the Company did not present comprehensive ~~income is required.~~income.

~~Recently Issued~~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 Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). 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. At June 30, 2022, the Company had no investments or interests in any VIEs.

~~In May 2014,~~

2. TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY

On March 1, 2019, the ~~FASB issued ASU 2014-09, "Revenue~~Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) as follows:

•Sold land to NS for $52.5 million.

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

•Executed a Consulting Agreement with NS whereby the Company receives fees totaling $32.0 million in consideration for consulting services for NS’s corporate headquarters. The Development Agreement and Consulting Agreement are collectively referred to below as the “Fee Agreements.”

•Purchased a building from ~~Contracts~~NS (“Promenade Central”) for $82.0 million subject to a three-year market rate lease with ~~Customers." Under~~NS that covered the ~~new guidance, companies will recognize revenue when~~entire building and expired December 31, 2021.

The Company sold the ~~seller satisfies~~land to NS for $5.0 million above its carrying amount, which included $37.0 million of land purchased in 2018, $6.5 million of land purchased in 2019, and $4.0 million of site preparation work. The Company purchased Promenade Central from NS for an amount it determined to be $10.3 million below the building’s fair value.

The Company determined that all contracts and transactions associated with NS should be combined for accounting purposes, and the amounts exchanged under the combined contracts should be allocated to the various components of the overall transaction at fair value or market value as discussed below. The Company determined that the purchase of Promenade Central should be recorded at fair value of $92.3 million. The Company determined that the lease with NS at the Promenade Central building was at market value under ASC 842. The land sale was accounted for under ASC 610-20, and no gain or loss was recorded on the derecognition of this non-financial asset as the fair value was determined to equal the carrying amount. Consideration related to various services provided to NS, and accounted for under ASC 606, was determined to be $52.3 million and represents the negotiated market value for the services agreed to by the Company and NS in the contracts. This amount included non-cash consideration of the $10.3 million discount on the purchase of Promenade Central as well as cash consideration of $5.0 million from the land sale contract (difference between fair value and contract amount), $5.0 million from the Development Agreement, and $32.0 million from the Consulting Agreement. Since all of the agreements and contracts above were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables are highly interdependent, the Company determined that the services represent a single performance obligation ~~which would be when the buyer takes~~under ASC 606.

The Company determined that control of the ~~good or service. ASU 2015-14, "Revenue from Contracts with Customers,"~~services to be provided is being transferred over time and, thus, the Company must recognize the $52.3 million contract price in revenue as it satisfies the performance obligation. The Company determined that the inputs method of measuring progress of satisfying the performance obligation was subsequently issued modifying the effective date to periods beginning after December 15, 2017, with early adoption permitted for periods beginning after December 15, 2016. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most ~~recent period presented~~appropriate method of recognizing revenue for the services component. Therefore, the Company began recognizing revenue in the ~~financial statements. The Company expects to adopt this guidance effective January 1, 2018~~quarter ended March 31, 2019, and is in the process of analyzing the impact of the adoption of this guidance. Based on the results of this analysis to date, the Company believes that its management, development, and leasing fees from third parties and with its unconsolidated joint ventures, as well as parking revenue, will be impacted by the new standard. The new guidance specifically excludes revenue associated with lease contracts. However, the Company believes that certain non-lease components of revenue from leases may be impacted by the adoption of the new revenue standard beginning January 1, 2019, the effective date of the new leasing standard (see below). This new guidance could result in different amounts of revenue being recognized and could result in revenue being recognized in different reporting periods than under the current guidance; however, the Company expects that the majority of its non-lease revenues will continue to recognize revenue 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 three months ended June 30, 2022 and 2021, respectively, the Company recognized $1.4 million and $4.2 million in fee income in its consolidated statements of operations related to the services provided to NS. During the six months ended June 30, 2022 and 2021, respectively, the Company recognized $2.2 million and $7.9 million in fee income in its consolidated statements of operations related to the services provided to NS. As of June 30, 2022, the Company had no deferred income related to NS included in the consolidated balance sheet. As of December 31, 2021, the Company had deferred income of $1.8 million related to NS included in the consolidated balance sheet. At June 30, 2022, $1.0 million was remaining to be recognized ~~during~~in revenue related to this performance obligation.

3. REAL ESTATE

Acquisitions

On March 12, 2021, a 95% owned consolidated joint venture acquired a 0.24 acre land parcel in Atlanta for a gross purchase price of $8.0 million.

On April 21, 2022, the ~~periods~~Company purchased its partner's 10% joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which services are performed. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018. The Company is still analyzing potential disclosures that will clearly identify the sources of revenue and the periods over which each is recognized.

In February 2016, the FASB issued ASU 2016-02, "Leases," which amends the existing standards for lease accounting by requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting and reporting. The new standard will require lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months and classify such leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchaseconsisted of the ~~leased asset by the lessee.~~8000 and 10000 Avalon office properties. This ~~classification will determine whether the lease expense~~

~~Table of Contents~~

is recognized based on an effective interest method (finance leases) or on a straight-line basis over the term of the lease (operating leases). Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. ASU 2016-02 supersedes previous leasing standards. The guidance is effective for the fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2019, and is currently assessing the potential impact of adopting the new guidance.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15") which updated ASC Topic 230, "Statement of Cash Flows." ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this standard in the fourth quarter of 2018 and expects that the adoption of this standard will change the classification of cash flows from its equity method investments.

In November 2016, the FASB issued ASU 2016-18, "Restricted Cash" ("ASU 2016-18") which updated ASC Topic 230, "Statement of Cash Flows." ASU 2016-18 will require companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this standard in the fourth quarter of 2018, which willtransaction did not result in a change in ~~the presentation of cash~~control and ~~cash equivalents on the statements of cash flows.~~

Effective January 1, 2017, the Company adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under this ASU, the additional paid-in capital pool is eliminated, and an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This ASU also eliminated the requirement to defer recognition of an excess tax benefit until all benefits are realized through a reduction to taxes payable. In the first quarter of 2017, the Company changed the treatment of excess tax benefits as operating cash flows in the statement of cash flows. This ASU also stipulates that cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements be presented as a financing activity in the statement of cash flows. This ASU was adopted prospectively effective January 1, 2017; therefore, prior periods have not been restated to conform to the current period presentation.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. As a result, many acquisitions that previously qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized, andany difference between the purchase price ~~may be allocated on~~of $43.4 million, which included a ~~relative~~promote to our partner related to increases in fair value ~~basis. ASU 2017-01~~in excess of cost, and the $15.7 million book value of the outside partner's non-controlling interest is ~~effective prospectively for~~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.

Dispositions

On April 7, 2021, the Company ~~on January 1, 2018, with early adoption permitted. The Company expects that most of its future acquisitions will qualify as asset acquisitions.~~

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”). ASU 2017-05 updates the definition of an “in substance nonfinancial asset” and clarifies the derecognition guidance for nonfinancial assets to conform with the new revenue recognition standard. ~~The Company is currently assessing the potential impact that the adoption of ASU 2017-05 will have on its consolidated financial statements.~~ ~~This ASU is effective for interim and annual reporting periods~~sold Burnett Plaza in ~~fiscal years beginning after December 15, 2017. The Company expects to adopt this guidance using the "modified retrospective" method effective January 1, 2018.~~

In May 2017, FASB issued ASU 2017-09, "Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. This update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this standard on January 1, 2018. The Company does not believe that the adoption of this standard will have a material impact on its financial statements.

2. ~~REAL ESTATE TRANSACTIONS~~

On June 15, 2017, the American Cancer Society Center (the “ACS Center”), a 996,000 square foot office building in Atlanta, Georgia that was included in the Company's Atlanta/Office operating segment, was soldFort Worth for a gross sales price of ~~$166.0 million.~~$137.5 million and recorded a loss of $19,000.

~~Table of Contents~~

Impairment

The Company ~~recognized~~tests buildings held for investment, by disposal groups, for impairment whenever changes in circumstances indicate a ~~net gain of $119.8 million on~~disposal group’s carrying value may not be recoverable. The test is conducted using undiscounted cash flows for the ~~sale~~shorter of the ~~ACS Center. The associated debt was repaid on~~building’s estimated hold period or its remaining useful life. When testing for recoverability of value of buildings held for investment, projected cash flows are used over its expected hold period. If the ~~date~~expected hold period includes some likelihood of ~~sale.~~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 while under the held-for-investment classification.

The Company ~~has decided~~also reviews held-for-sale assets, if any, for impairments. If book value is in excess of estimated fair value less estimated selling costs, we impair those assets to ~~sell three properties totaling 1,038,000 square feet~~fair value less estimated selling costs. There were no held-for-sale buildings impaired during any periods presented in ~~Orlando, Florida, and determined that these properties met~~ the ~~criteria for held for sale in October 2017.~~ accompanying statements of operations.

The Company ~~expects to sell these assets~~also reviews land and projects under development for impairment whenever changes in circumstances indicate the ~~fourth quarter of 2017 or first quarter of 2018.~~

3. ~~TRANSACTIONS WITH PARKWAY PROPERTIES, INC.~~

On October 6, 2016, pursuant to the Agreement and Plan of Merger, dated April 28, 2016 (as amended or supplemented from time to time, the “Merger Agreement”), by and among Cousins, Parkway Properties, Inc. ("Parkway"), and subsidiaries of Cousins and Parkway, Parkway merged with and into a wholly-owned subsidiary of the Company (the "Merger"), with this subsidiary continuing as the surviving corporation of the Merger. In accordance with the terms and conditions of the Merger Agreement, each outstanding share of Parkway common stock and each outstanding share of Parkway limited voting stock was converted into 1.63 shares of Cousins common stock or limited voting preferred stock, respectively.

On October 7, 2016, pursuant to the Merger Agreement and the Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016 (the "Separation Agreement"), by and among Cousins, Parkway, Parkway, Inc. ("New Parkway"), and certain other parties thereto, Cousins distributed pro rata to its common and limited voting preferred stockholders, including legacy Parkway common and limited voting stockholders, all of the outstanding shares of common and limited voting stock, respectively, of New Parkway, a newly-formed entity that contained the combined businesses relating to the ownership of real properties in Houston, Texas and certain other businesses of Parkway (the "Spin-Off"). In the Spin-Off, Cousins distributed one share of New Parkway common or limited voting stock for every eight shares of common or limited voting preferred stock of Cousins held of record as of the close of business on October 6, 2016. New Parkway became an independent public company.

~~As a result of the Spin-Off, the historical results of operations~~assets' carrying value may not be recoverable. None of the Company's ~~properties that~~investments in land or projects under development were ~~contributed to New Parkway have been~~impaired during any periods presented ~~as discontinued operations~~ in the ~~consolidated statements~~accompanying statement of operations.

The ~~following table includes a summary~~Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of ~~discontinued operations of the Company~~individual buildings are materially different from our forecasts, or we shorten our contemplated hold period for ~~the three and nine months ended September 30, 2016 (in thousands):~~any operating buildings.

Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016

Rental property revenues $ 46,046
$ 133,450
Rental property operating expenses (19,638 ) (56,598 )
Other revenues —
288
Interest expense (1,956 ) (5,896 )
Depreciation and amortization (15,221 ) (46,389 )
Acquisition and transaction costs (494 ) (494 )
Income from discontinued operations $ 8,737
$ 24,361

Cash provided by operating activities $ 26,589
$ 43,601
Cash used in investing activities $ (11,130 ) $ (29,242 )

4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The ~~Company describes its investments in unconsolidated joint ventures in note 6 of notes to consolidated~~following information summarizes financial ~~statements in its Annual Report on Form 10-K for the year ended December 31, 2016. The following table summarizes balance sheet~~ data and principal activities of the Company's unconsolidated joint ~~ventures~~ventures. The information included in the following table entitled summary of financial position is as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 (in thousands):.

~~Table of Contents~~

Total Assets Total Debt Total Equity Company’s Investment
SUMMARY OF FINANCIAL POSITION: 2017 2016 2017 2016 2017 2016 2017 2016
Terminus Office Holdings $ 268,531
$ 268,242
$ 204,390
$ 207,545
$ 50,633
$ 49,476
$ 26,204
$ 25,686

EP I LLC 1,517
78,537
—
58,029
1,269
18,962
738
18,551

EP II LLC 392
67,754
—
44,969
296
21,743
130
17,606

Charlotte Gateway Village, LLC 129,109
119,054
—
—
124,012
116,809
15,397
11,796

HICO Victory Center LP 14,294
14,124
—
—
14,290
13,869
9,695
9,506

Carolina Square Holdings LP 102,370
66,922
62,180
23,741
34,080
34,173
18,843
18,325

CL Realty, L.L.C. 8,287
8,047
—
—
8,156
7,899
2,852
3,644

DC Charlotte Plaza LLLP 39,156
17,940
—
—
34,255
17,073
17,475
8,937

Temco Associates, LLC 4,426
4,368
—
—
4,323
4,253
864
829

Wildwood Associates 16,368
16,351
—
—
16,227
16,314
(1,186 ) (1) (1,143 ) (1)
Crawford Long - CPI, LLC 28,621
27,523
71,690
72,822
(44,787 ) (45,928 ) (21,296 ) (1) (21,866 ) (1)
111 West Rio Building —
59,399
—
12,852
—
32,855
—
52,206

Courvoisier Centre JV, LLC 182,262
172,197
106,500
106,500
68,480
69,479
11,719
11,782

HICO Avalon II, LLC 987
—
—
—
532
—
4,366
—

AMCO 120 WT Holdings, LLC 13,286
10,446
—
—
12,678
9,136
939
184

Other —
—
—
—
—
—
—
345

$ 809,606
$ 930,904
$ 444,760
$ 526,458
$ 324,444
$ 366,113
$ 86,740
$ 156,388


SUMMARY OF FINANCIAL POSITION
	Total Assets				Total Debt				Total Equity (Deficit)				Company's Investment
	2022		2021		2022		2021		2022		2021		2022			2021
Operating Properties:
AMCO 120 WT Holdings, LLC	$	83,357	$	83,546	$	—	$	—	$	81,795	$	82,739	$	15,116		$	15,347
Carolina Square Holdings LP	109,891		113,011		132,012		132,654		(36,021)		(34,066)		(16,927)		(1)	(15,786)		(1)
Crawford Long - CPI, LLC	25,564		24,709		63,744		64,566		(39,897)		(40,221)		(19,235)		(1)	(19,356)		(1)
Under Development:
Neuhoff Holdings LLC	248,003		133,691		43,648		28,390		162,511		93,218		83,805			47,529
Land:
715 Ponce Holdings LLC	8,274		8,150		—		—		8,248		8,150		4,219			4,165
HICO Victory Center LP	150		16,421		—		—		150		15,962		75			10,723
Other:




Other	—		518		—		—		—		11		—			47
	$	475,239	$	380,046	$	239,404	$	225,610	$	176,786	$	125,793	$	67,053		$	42,669

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

The ~~following table summarizes statement~~information included in the summary of operations ~~information~~table is for the six months ended June 30, 2022 and 2021 (in thousands).


SUMMARY OF OPERATIONS
	Total Revenues				Net Income (Loss)			Company's Income (Loss) from Investment
	2022		2021			2022		2021		2022		2021
Operating Properties:
AMCO 120 WT Holdings, LLC	$	5,160	$	4,140		$	1,397	$	(116)	$	271	$	(29)
Carolina Square Holdings LP	7,860		8,789			722		1,518		304		704
Crawford Long - CPI, LLC	6,480		6,369			2,324		2,028		1,091		935
Under Development:
Neuhoff Holdings LLC	69		—			58		—		29		—
Land:
715 Ponce Holdings LLC	138		—			99		—		49		—
HICO Victory Center LP	72		164			6,853		164		4,557		84
Other:




Other	28		13,946			(12)		4,304		103		2,004
	$	19,807	$	33,408		$	11,441	$	7,898	$	6,404	$	3,698

On June 30, 2022, HICO Victory Center LP sold a 3.0 acre land parcel, in Uptown Dallas, held in an unconsolidated joint venture for a gross price of $23.1 million. The Company's share of the ~~Company's unconsolidated joint ventures for~~gain from the ~~nine months ended September 30, 2017 and 2016 (in thousands):~~

Total Revenues Net Income (Loss) Company's Share of Income (Loss)
SUMMARY OF OPERATIONS: 2017 2016 2017 2016 2017 2016
Terminus Office Holdings $ 33,503
$ 31,630
$ 4,907
$ 3,874
$ 2,453
$ 1,937

EP I LLC 4,094
7,919
44,865
1,417
28,479
1,206

EP II LLC 2,644
3,605
13,023
(1,194 ) 9,768
(1,043 )
Charlotte Gateway Village, LLC 20,125
26,245
7,202
11,077
3,601
1,447

HICO Victory Center LP 320
307
320
300
171
131

Carolina Square Holdings LP 640
—
(100 ) —
19
—

CL Realty, L.L.C. 2,899
327
2,657
105
408
70

DC Charlotte Plaza LLLP 2
47
2
45
1
24

Temco Associates, LLC 144
180
70
83
35
122

Wildwood Associates —
—
(86 ) (106 ) (43 ) (53 )
Crawford Long - CPI, LLC 9,017
9,101
2,285
2,005
1,142
1,003

111 West Rio Building —
—
—
—
(2,592 ) —

Courvoisier Centre JV, LLC 12,701
—
(1,000 ) —
(80 ) —

HICO Avalon II, LLC —
—
(68 ) —
—
—

AMCO 120 WT Holdings, LLC —
—
(22 ) —
—
—

Other —
—
—
—
—
300

$ 86,089
$ 79,361
$ 74,055
$ 17,606
$ 43,362
$ 5,144

~~On May 3, 2017, EP I LLC and EP II LLC sold the properties that they owned for a combined gross sales price of $199.0 million. After repayment of debt, the Company received a distribution of $70.0~~transaction was $4.5 million and ~~recognized a gain of $37.9 million, which~~ is ~~recorded~~included in income from unconsolidated joint ~~ventures.~~

ventures on the statements of operations.

In ~~June 2017, HICO Avalon II, LLC~~March 2021, Carolina Square Holdings LP ("~~Avalon II"~~Carolina Square"), a 50% owned joint venture ~~between~~with NR 123 Franklin LLC ("Northwood Ravin"), issued a non-recourse mortgage note with a principal balance of $135.7 million. Proceeds from the ~~Company~~issuance of this mortgage note were used to repay in full its $77.5 million construction loan that was set to mature May 1, 2021 and ~~Hines Avalon II Investor, LLC~~to make a pro-rata distribution of $26.0 million to each partner. The mortgage loan bears interest at the London Interbank Offered Rate ("~~Hines II"~~LIBOR") ~~was formed for the purpose of acquiring~~plus 1.80% and potentially developing an office building in Alpharetta, Georgia. Pursuant to the joint venture agreement, all predevelopment expenditures are funded 75% by Cousins and 25% by Hines II. The Company has accounted for its investment in Avalon II using the equity method as the Company does not currently control the activities of the venture. If Avalon II commences construction, subsequent development expenditures will be funded 90% by Cousins and 10% by Hines II. Additionally, Cousins will have control over the operational aspects of the venture, and the Company expects to consolidate the venture at that time.matures on March 18, 2026.

~~Table of Contents~~

5.INTANGIBLE ASSETS AND LIABILITIES

~~Intangible assets on the balance sheets as of September~~At June 30, ~~2017~~2022 and December 31, ~~2016~~2021, intangible assets included the following (in thousands):


	2022		2021
In-place leases, net of accumulated amortization of $129,933 and $134,930 in 2022 and 2021, respectively	$	115,148	$	129,538
Below-market ground lease, net of accumulated amortization of $1,660 and $1,449 in 2022 and 2021, respectively	17,593		17,804
Above-market rents, net of accumulated amortization of $24,097 and $25,423 in 2022 and 2021, respectively	17,135		19,537
Goodwill	1,674		1,674
	$	151,550	$	168,553

September 30, 2017 December 31, 2016
In-place leases, net of accumulated amortization of $85,806 and $46,899 in 2017 and 2016, respectively $ 158,395
$ 185,251
Above-market tenant leases, net of accumulated amortization of $12,981 and $6,515 in 2017 and 2016, respectively 33,580
40,260
Below-market ground lease, net of accumulated amortization of $276 and $69 in 2017 and 2016, respectively 18,137
18,344
Goodwill 1,674
1,674
$ 211,786
$ 245,529

~~The following is a summary of goodwill activity for the nine months ended September~~At June 30, ~~2017 and 2016 (in thousands):~~

Nine Months Ended September 30,
2017 2016
Beginning balance $ 1,674
$ 3,647
Allocated to property sales —
(21 )
Ending balance $ 1,674
$ 3,626

6.~~OTHER ASSETS~~

~~Other assets on the balance sheets as of September 30, 2017~~2022 and December 31, ~~2016~~2021, intangible liabilities included the following (in thousands):


	2022		2021
Below-market rents, net of accumulated amortization of $48,426 and $55,079 in 2022 and 2021, respectively	$	57,327	$	63,223

Aggregate net amortization expense related to intangible assets and liabilities for the three and six months ended June 30, 2022 was $5.5 million and $11.1 million, respectively. Aggregate net amortization expense related to intangible assets and liabilities for the three and six months ended June 30, 2021 was $8.3 million and $16.3 million, 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 Lease		Above-Market Rents		Below-Market Rents
2022 (six months)	$	12,775	$	200	$	2,144	$	(5,116)
2023	23,101		400		3,771		(9,629)
2024	19,116		400		3,009		(8,908)
2025	15,387		400		2,015		(8,347)
2026	12,097		400		1,592		(6,594)
Thereafter	32,672		15,793		4,604		(18,733)
	$	115,148	$	17,593	$	17,135	$	(57,327)

The carrying amount of goodwill did not change during the three and six months ended June 30, 2022 and 2021.

September 30, 2017 December 31, 2016
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $24,008 and $23,135 in 2017 and 2016, respectively $ 14,849
$ 15,773
Lease inducements, net of accumulated amortization of $892 and $1,278 in 2017 and 2016, respectively 2,049
2,517
Prepaid expenses and other assets 9,764
8,432
Line of credit deferred financing costs, net of accumulated amortization of $2,905 and $2,264 in 2017 and 2016, respectively 1,428
2,182
Predevelopment costs and earnest money 80
179
$ 28,170
$ 29,083
6.OTHER ASSETS

Other assets on the consolidated balance sheets as of June 30, 2022 and December 31, 2021 included the following (in thousands):


	2022		2021

Predevelopment costs	$	28,595	$	20,677
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $20,198 and $18,560 in 2022 and 2021, respectively	12,536		13,772
Prepaid expenses and other assets	11,333		6,998
Lease inducements, net of accumulated amortization of $4,399 and $3,721 in 2022 and 2021, respectively	6,851		5,735
Credit Facility deferred financing costs, net of accumulated amortization of $6,734 and $5,976 in 2022 and 2021, respectively	5,900		1,507
	$	65,215	$	48,689

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are 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.

7. NOTES PAYABLE

The following table ~~details~~summarizes the terms ~~and amounts~~ of ~~the Company’s outstanding~~ notes payable outstanding at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 ($ in thousands):


Description	Interest Rate (1)	Maturity (2)	2022		2021
Unsecured Notes:

Term Loan, Unsecured	2.63%	2024	$	350,000	$	350,000
Credit Facility, Unsecured	2.40%	2027	306,000		228,500
2019 Senior Notes, Unsecured	3.95%	2029	275,000		275,000
2017 Senior Notes, Unsecured	3.91%	2025	250,000		250,000
2019 Senior Notes, Unsecured	3.86%	2028	250,000		250,000
2019 Senior Notes, Unsecured	3.78%	2027	125,000		125,000
2017 Senior Notes, Unsecured	4.09%	2027	100,000		100,000
			1,656,000		1,578,500
Secured Mortgage Notes:
Fifth Third Center	3.37%	2026	131,934		133,672
Colorado Tower	3.45%	2026	110,862		112,150
Terminus 100	5.25%	2023	109,953		111,678
Promenade Tower	4.27%	2022	87,224		89,052
Domain 10	3.75%	2024	75,475		76,412
Terminus 200	3.79%	2023	71,640		72,561
Legacy Union One	4.24%	2023	66,000		66,000

			653,088		661,525
			$	2,309,088	$	2,240,025

Unamortized premium			1,995		3,910
Unamortized loan costs			(5,446)		(6,426)
Total Notes Payable			$	2,305,637	$	2,237,509

(1) Interest rate as of June 30, 2022.

(2) Weighted average maturity of notes payable outstanding at June 30, 2022 was 3.9 years.

~~Table of Contents~~

Description Interest Rate Maturity September 30, 2017 December 31, 2016
Term Loan, Unsecured 2.43 % 2021 $ 250,000
$ 250,000
Senior Notes, Unsecured 3.91 % 2025 250,000
—
Fifth Third Center 3.37 % 2026 147,306
149,516
Colorado Tower 3.45 % 2026 120,000
120,000
Promenade 4.27 % 2022 103,113
105,342
Senior Notes, Unsecured 4.09 % 2027 100,000
—
816 Congress 3.75 % 2024 83,702
84,872
Meridian Mark Plaza 6.00 % 2020 24,162
24,522
The Pointe 4.01 % 2019 22,620
22,945
Credit Facility, Unsecured 2.33 % 2019 —
134,000
3344 Peachtree 4.75 % 2017 —
78,971
One Eleven Congress 6.08 % 2017 —
128,000
The ACS Center 6.45 % 2017 —
127,508
San Jacinto Center 6.05 % 2017 —
101,000
Two Buckhead Plaza 6.43 % 2017 —
52,000
1,100,903
1,378,676
Unamortized premium, net 270
6,792
Unamortized loan costs (5,996 ) (4,548 )
Total Notes Payable $ 1,095,177
$ 1,380,920

Credit Facility

~~The~~Through May 2, 2022, the Company ~~has~~had a ~~$500 million~~$1 billion senior unsecured line of credit (the "Credit Facility") that ~~matures~~was scheduled to mature on ~~May 28, 2019.~~January 3, 2023. The Credit Facility ~~may be expanded to $750 million at the election of the Company, subject to the receipt of additional commitments from the lenders and other customary conditions.~~

~~The Credit Facility contains~~contained financial covenants that ~~require,~~required, among other things, the maintenance of an unencumbered interest coverage ratio of at least ~~2.00;~~1.75x; a fixed charge coverage ratio of at least ~~1.50;~~1.50x; a secured leverage ratio of no more than 40%; and an overall leverage ratio of no more than 60%~~; and a minimum shareholders' equity in an amount equal to $1.0 billion, plus a portion of the net cash proceeds from certain equity issuances.~~. The Credit Facility also ~~contains~~contained customary representations and warranties and affirmative and negative covenants, as well as customary events of default. ~~The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.~~

The interest rate applicable to the Credit Facility varied according to the Company's leverage ratio and was, at the election of the Company, determined based on either (1) LIBOR plus a spread of between 1.05% and 1.45%, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, or the one-month LIBOR plus 1.0% (the "Base Rate"), plus a spread of between 0.10% and 0.45%, based on leverage. The Company's Credit Facility provided for alternate interest rate calculations based on metrics other than LIBOR, such as the Secured Overnight Financing Rate ("SOFR"), if LIBOR was no longer widely available.

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date from January 3, 2023, to April 30, 2027, and reducing certain per annum variable interest rate spreads and other fees. The New Facility contains financial covenants consistent with those of the Credit Facility, with the exception of an increase in the secured leverage ratio to no more than 50%.

The interest rate applicable to the New Facility varies according to the ~~Company’s~~Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the ~~current London Interbank Offered Rate~~Daily or Term SOFR, plus a SOFR adjustment of 0.10% ("~~LIBOR"~~Adjusted SOFR") ~~plus~~and a spread of between ~~1.10%~~0.90% and ~~1.45%~~1.40%, ~~based on leverage~~ or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, or ~~the one-month LIBOR plus 1.0% (the “Base Rate”)~~1.00%, plus a spread of between ~~0.10%~~0.00% and ~~0.45%~~0.40%, ~~based on leverage. The Company also pays an annual facility fee on the total commitments under the Credit Facility of between 0.15% and 0.30%~~ based on leverage.

At ~~September~~June 30, ~~2017,~~2022, the ~~Credit~~New Facility's spread over ~~LIBOR~~Adjusted SOFR was ~~1.1%~~0.90%. The amount that the Company may draw under the ~~Credit~~New Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the ~~Credit~~New Facility was ~~$499~~$694.0 million at ~~September~~June 30, ~~2017.~~2022. The amounts outstanding under the New Facility may be accelerated upon the occurrence of any events of default. The Company is in compliance with all covenants of the New Facility.

Term Loan

~~The~~On June 28, 2021, the Company ~~has a $250 million senior unsecured term loan~~entered into an Amended and Restated Term Loan Agreement (the "Term Loan") that amended the former term loan agreement. Under the Term Loan, the Company has borrowed $350 million that matures on ~~December 2, 2021.~~August 30, 2024 with options to, on up to 4 successive occasions, extend the maturity date for an additional 180 days. The Term Loan ~~contains~~has financial covenants consistent with those of the ~~Credit Facility.~~New Facility, with the exception of a secured leverage ratio of no more than 40%. The interest rate applicable to the Term Loan varies according to the Company’s leverage ratio and may, at the election of the Company, be determined based on either (1) the ~~current London Interbank Offered~~Eurodollar Rate ~~("LIBOR")~~Loans plus a spread of between ~~1.20%~~1.05% and ~~1.70%~~1.65%, ~~based on leverage or~~ (2) the ~~greater of Bank of America's prime rate, the federal funds rate plus 0.50% or the one-month~~current LIBOR ~~plus 1.0% (the “Base Rate”),~~Daily Floating plus a spread of between ~~0.00%~~1.05% and ~~0.75%~~1.65%, ~~based on leverage.~~or (3) the interest rate applicable to Base Rate Loans plus a spread of between 0.05% and 0.65%. At ~~September~~June 30, ~~2017,~~2022, the Term Loan's spread over LIBOR was ~~1.2%~~1.05%. The Company is in compliance with all covenants of the Term Loan. The Term Loan provides for alternate interest rate calculations based on metrics other than LIBOR, such as SOFR, if LIBOR is no longer widely available or should the alternative interest rate prove more favorable.

Unsecured Senior Notes

~~In April 2017, the~~The Company ~~closed a $350 million private placement~~has unsecured senior notes of ~~senior unsecured notes, which~~$1.0 billion that were funded in ~~two~~5 tranches. The first tranche of $100 million ~~was funded~~is due in ~~April 2017, has a 10-year maturity,~~2027 and has a fixed annual interest rate of 4.09%. The second tranche of $250 million ~~was funded~~is due in ~~July 2017, has an 8-year maturity,~~2025 and has a fixed annual interest rate of 3.91%.

~~Table~~ The third tranche of ~~Contents~~

$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 ~~unsecured~~ notes contain financial covenants that ~~require, among other things, the maintenance~~are consistent with those of an unencumbered interest coverage ratio of at least 2.00; a fixed charge coverage ratio of at least 1.50; an overall leverage ratio of no more than 60%; and a minimum shareholders' equity in an amount equal to $1.9 billion, plus a portion of the net cash proceeds from certain equity issuances.our Credit Facility. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The ~~amounts~~Company is in compliance with all covenants of the unsecured senior notes.

Secured Mortgage Notes

As of June 30, 2022, the Company had $653.1 million outstanding ~~under~~on 7 non-recourse mortgage notes. All interest rates on the ~~senior~~secured mortgage notes ~~may be accelerated upon the occurrence~~are fixed. Assets with depreciated carrying values of ~~any events of default.~~$1.1 billion were pledged as security, respectively, on these mortgage notes payable.

~~Fair Value~~

Other Debt Information

At ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, the ~~aggregate~~ estimated fair ~~values~~value of the ~~Company's~~Company’s notes payable ~~were $1.1~~was $2.2 billion and ~~$1.4~~$2.3 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at ~~those respective dates.~~June 30, 2022 and December 31, 2021. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, ~~"Fair Value Measurement,"~~ as the Company utilizes market rates for similar type loans from ~~third-party~~third party brokers.

~~Other Information~~

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, interest expense was recorded as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total interest incurred	$	20,140	$	18,075	$	39,116	$	36,595
Interest capitalized	(3,591)		(1,419)		(7,042)		(2,731)
Total interest expense	$	16,549	$	16,656	$	32,074	$	33,864

8. OTHER LIABILITIES

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Total interest incurred $ 10,288
$ 8,939
$ 32,360
$ 25,446
Less interest - discontinued operations —
(1,956 ) —
(5,896 )
Interest capitalized (2,701 ) (1,229 ) (6,509 ) (2,988 )
Total interest expense $ 7,587
$ 5,754
$ 25,851
$ 16,562

In April 2017, the Company repaid in full, without penalty, the $128.0 million One Eleven Congress mortgage note and the $101.0 million San Jacinto Center mortgage note. In May 2017, the Company repaid in full, without penalty, the $52.0 million Two Buckhead Plaza mortgage note. In July 2017, the Company repaid in full, without penalty, the $77.9 million 3344 Peachtree mortgage note. In connection with these repayments, the Company recorded gains on extinguishment of debt of $2.3 million, which represented the unamortized premium recordedOther liabilities on the ~~notes at~~consolidated balance sheets as of June 30, 2022 and December 31, 2021 included the ~~time of the Merger.~~following (in thousands):

In June 2017, the Company sold the ACS Center. A portion of the proceeds from the sale were used to repay the $127.0 million mortgage note on the associated property, and the Company recorded a loss on extinguishment of debt of $376,000, which represented the remaining unamortized loan costs and other costs associated with repaying the debt.


	2022		2021
Ground lease liability	$	49,386	$	49,470
Prepaid rent	31,307		37,174
Security deposits	13,831		12,875
Restricted stock unit liability	1,123		7,314
Other liabilities	5,175		5,031
	$	100,822	$	111,864

8. 9. COMMITMENTS AND CONTINGENCIES

Commitments

~~At September 30, 2017, the~~The Company had outstanding ~~letters of credit and~~ performance bonds totaling ~~$3.7 million.~~$692,000 at June 30, 2022. As a lessor, the Company had ~~$188.3~~$200.2 million in future obligations under leases to fund tenant improvements and other future construction obligations at ~~September~~June 30, ~~2017. As a lessee, the Company had future obligations under ground and other operating leases of $209.5 million at September 30, 2017.~~2022.

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.

~~Table of Contents~~

9. 10. STOCKHOLDERS' EQUITY

~~On September 19, 2017,~~In the third quarter of 2021, the Company ~~declared a cash dividend of $0.06 per common share,~~entered into an Equity Distribution Agreement with 6 financial institutions known as an at-the-market stock offering program ("ATM program"), under which ~~was paid October 12, 2017 to shareholders of record on October 2, 2017.~~

~~During~~ the ~~nine months ended September 30, 2017, certain holders of CPLP units redeemed 1,203,286 units in exchange for~~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 ~~Company's common stock.~~ATM program, Cousins may, at its discretion, enter into forward equity sale agreements. The ~~aggregate value at~~use of a forward equity sale agreement ("Forward Sales") would allow the ~~time~~Company to lock in a share price on the sale of ~~these transactions was $10.1 million based upon the value~~shares of ~~the Company's~~its common stock at the time the

agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the ~~transactions.~~shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.

On 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 13. The Company did not have any outstanding Forward Sales for the sale of its common stock as of June 30, 2022.

~~10.~~

11. 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 revenues; (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 three and six months ended June 30, 2022, the Company recognized rental property revenues of $183.2 million and $366.4 million, respectively, of which $50.2 million and $103.0 million, respectively, represented variable rental revenue. For the three and six months ended June 30, 2021, the Company recognized rental property revenues of $181.8 million and $366.6 million, respectively, of which $48.2 million and $96.0 million, respectively, represented variable rental revenue.

For the three and six months ended June 30, 2022, the Company recognized fee and other revenue of $2.5 million and $6.2 million, respectively. For the three and six months ended June 30, 2021, the Company recognized fee and other revenue of $4.9 million and $9.6 million, respectively.

12. STOCK-BASED COMPENSATION

The Company maintains the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") and the 2021 Employee Stock Purchase Plan ("ESPP") under which the Company has several types of stock-based compensation ~~- stock options,~~— restricted stock and restricted stock units ~~(“RSUs”~~("RSUs") -for key employees, and the opportunity for all employees to purchase Company stock through the ESPP.

The Company's compensation expense for the three and six months ended June 30, 2022 relates to restricted stock and RSUs awarded in 2022, 2021, 2020, and 2019 and the ESPP. Compensation expense for the three and six months ended June 30, 2021 relates to restricted stock and RSUs awarded in 2021, 2020, 2019, and 2018. Restricted stock, the 2022 RSUs, 2021 RSUs, and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed. The 2019 and 2018 RSUs are ~~described~~liability-classified awards (settled in cash) for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. For the three and six months ended June 30, 2022 and 2021, stock-based compensation expense, net of forfeitures, was recorded as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Equity-classified awards:
Restricted stock	$	789	$	682	$	1,569	$	1,314
Market-based RSUs	936		586		2,148		1,359
Performance-based RSUs	312		218		684		474
Director grants	369		223		701		229
Employee Stock Purchase Plan	42		—		94		—
Total equity-classified award expense, net of forfeitures	2,448		1,709		5,196		3,376

Liability-classified awards
Time-vested RSUs	(152)		211		(20)		373
Dividend equivalent units	4		26		19		52
Market-based RSUs	—		657		—		770
Performance-based RSUs	—		151		—		257
Total liability-classified award expense, net of forfeitures	(148)		1,045		(1)		1,452
Total stock-based compensation expense, net of forfeitures	$	2,300	$	2,754	$	5,195	$	4,828

Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards is discussed in note 1315 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016. The expense related to a portion~~2021.

Grants of the stock-based compensation awards is fixed. The expense related to other stock-based compensation awards fluctuates from period to period dependent, in part, on the Company's stock price and stock performance relative to its peers. The Company recorded stock-based compensation expense, net of forfeitures, of $3.3 million and $141,000 for the three months ended September 30, 2017 and 2016, respectively, and $7.9 million and $4.8 million for the nine months ended September 30, 2017 and 2016, respectively.Equity-Classified Awards

~~The Company maintains the 2009 Incentive Stock Plan (the "2009 Plan") and the 2005 Restricted Stock Unit Plan (the “RSU Plan”).~~ Under the ~~2009~~2019 Plan, in June 2022, the Company ~~made restricted~~granted 44,549 shares of stock ~~grants in 2017 of 308,289 shares to key employees, which vest ratably over~~with a three-year period. Under the RSU Plan, the Company awarded two types of performance-based RSUs in 2017 to key employees based on the following metrics: (1) Total Stockholder Return of the Company, as defined in the RSU Plan, as compared to the companies in the SNL US REIT Office index (“TSR RSUs”), and (2) the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (“FFO RSUs”) as defined in the RSU Plan. The performance period for both awards is January 1, 2017 to December 31, 2019, and the targeted units awarded of TSR RSUs and FFO RSUs was 267,013 and 132,266, respectively. The ultimate payout 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. These RSU awards cliff vest on December 31, 2019 and are to be settled in cash with payment dependent on upon attainment of required service, market, and performance criteria. The number of RSUs vesting will be determined by the Compensation Committee, and the payout per unit will be equal to the average closing price on each trading day during the 30-day period ending on December 31, 2019. The Company expenses an estimate of the fairgrant date value of ~~the TSR RSUs over the performance period using a quarterly Monte Carlo valuation. The FFO RSUs are expensed over the vesting period using the fair market value~~$1.5 million to independent members of the Company's stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. Dividend equivalents on the TSR RSUs and the FFO RSUs will also be paid based upon the percentage vested.

In addition, the Company granted 166,132 time-vested RSUs to key employees in 2017. The value of each unit is equal to the fair value of one share of common stock. The vesting period for this award is three years. These RSUs are to be settled in cash with payment dependent upon the attainment of the required service criteria. Dividend equivalents will be paid upon vesting based on the number of RSUs granted with such payments made concurrently with payment of common dividends.

~~During the nine months ended September 30, 2017, the Company issued 120,878 shares of common stock at fair value to members of its~~ board of directors ~~in lieu~~(the "Board") for their service as members of ~~fees,~~the Board. These shares vested on the issuance date, and ~~recorded $1.0 million in general and administrative~~the Company records the related expense inover the ~~nine months ended September 30, 2017 related to the issuances.~~directors' one year service period.

~~Table of Contents~~

~~11.~~ 13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Earnings per common share - basic:
Numerator:
Net income	$	34,164	$	28,060	$	62,327	$	57,371
Net income attributable to noncontrolling interests in CPLP from continuing operations	(6)		(5)		(12)		(11)
Net income attributable to other noncontrolling interests	(106)		98		(279)		(97)
Net income available to common stockholders	$	34,052	$	28,153	$	62,036	$	57,263

Denominator:
Weighted average common shares - basic	148,837		148,665		148,788		148,644


Net income per common share - basic	$	0.23	$	0.19	$	0.42	$	0.39

Earnings per common share - diluted:
Numerator:
Net income	$	34,164	$	28,060	$	62,327	$	57,371
Net income attributable to other noncontrolling interests	(106)		98		(279)		(97)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	34,058	$	28,158	$	62,048	$	57,274

Denominator:
Weighted average common shares - basic	148,837		148,665		148,788		148,644
Add:
Potential dilutive common shares - stock options	—		—		—		2
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price	280		50		277		45
Weighted average units of CPLP convertible into common shares	25		25		25		25
Weighted average common shares - diluted	149,142		148,740		149,090		148,716


Net income per common share - diluted	$	0.23	$	0.19	$	0.42	$	0.39

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company's stock and are excluded from the calculation of diluted earnings per share. There were 0 anti-dilutive stock options for the three and six months ended June 30, 2022 and 2021. The treasury stock method resulted in no dilution related to the Forward Sales outstanding during the three and six months ended June 30, 2022 under the Company's ATM program or from shares expected to be issued under the ESPP.

14. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statement of cash flows, for the six months ended June 30, 2022 and 2021 is as follows (in thousands):


	2022		2021
Interest paid	$	29,456	$	34,159
Income taxes paid (1)	—		155
Non-Cash Activity:
Transfers from projects under development to operating properties	141,349		—
Transfer from operating properties and related assets and liabilities to assets and liabilities of real estate assets held for sale	—		249,365
Common stock dividends declared and accrued	48,522		46,152




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

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


	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	4,057	$	8,937
Restricted cash	1,231		1,231
Total cash, cash equivalents, and restricted cash	$	5,288	$	10,168

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Earnings per Common Share - basic:
Numerator:
     Income from continuing operations $ 12,285
$ 2,920
$ 188,088
$ 17,857

Net income attributable to noncontrolling interests in CPLP
from continuing operations (213 ) —
(3,170 ) —

Net income attributable to other noncontrolling interests (5 ) —
(11 ) —

Income from continuing operations available for common stockholders 12,067
2,920
184,907

17,857

Income from discontinued operations —
8,737
—
24,361

         Net income available for common stockholders $ 12,067
$ 11,657
$ 184,907
$ 42,218

Denominator:
Weighted average common shares - basic 419,998
210,170
414,123
210,400

Earnings per common share - basic:
Income from continuing operations available for common
    stockholders
$ 0.03
$ 0.01
$ 0.45
$ 0.08

Income from discontinued operations available for common
    stockholders
—
0.05
—
0.12

Earnings per common share - basic $ 0.03
$ 0.06
$ 0.45
$ 0.20

Earnings per common share - diluted:
Numerator:
     Income from continuing operations $ 12,285
$ 2,920
$ 188,088

$ 17,857

Net income attributable to other noncontrolling interests
    from continuing operations
(5 ) —
(11 ) —

Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP 12,280
2,920
188,077

17,857

Income from discontinued operations available for common stockholders —
8,737
—
24,361

Net income available for common stockholders before
     net income attributable to noncontrolling interests in
     CPLP
$ 12,280
$ 11,657
$ 188,077
$ 42,218

Denominator:
Weighted average common shares - basic 419,998
210,170
414,123
210,400

     Add:
Potential dilutive common shares - stock options 328
156
320
128

Weighted average units of CPLP convertible into
    common shares
6,974
—
7,511
—

Weighted average common shares - diluted 427,300
210,326
421,954
210,528

Earnings per common share - diluted:
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP $ 0.03
$ 0.01
$ 0.45
$ 0.08

Income from discontinued operations available for common
    stockholders
—
0.05
—
0.12

Earnings per common share - diluted $ 0.03
$ 0.06
$ 0.45

$ 0.20

Weighted average anti-dilutive stock options outstanding 731
1,103
740
1,110

~~Table of Contents~~

~~12.~~ 15. REPORTABLE SEGMENTS

The Company's segments are based on the ~~Company's~~ method of internal reporting, which classifies operations by property type and geographical ~~area.~~region. The segments by property type ~~are:~~are Office and ~~Mixed-Use.~~Non-Office. The segments by geographical region ~~are:~~are Atlanta, Austin, Charlotte, ~~Orlando,~~Dallas, Phoenix, Tampa, and ~~Other.~~other markets. Included in other markets are properties located in Chapel Hill, Houston, Nashville, and Fort Worth (sold in April 2021). Included in Non-Office are retail and apartments in Chapel Hill and Atlanta, as well as the College Street Garage in Charlotte. In ~~conjunction~~the third quarter of 2021, with the ~~Merger and Spin-Off completed in~~sale of the ~~fourth quarter of 2016,~~Company's One South at the Plaza office property, the Company ~~added~~reassessed the ~~Orlando, Phoenix,~~segment for the College Street Garage and ~~Tampa segments, and removed the Houston segment.~~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 ~~unconsolidated~~ joint venture operations.

Company management evaluates the performance of its reportable segments based 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 fee income, other revenue, 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.

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 the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are as follows (in thousands):


Three Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	68,860	$	439	$	69,299
Austin	59,054		—		59,054
Charlotte	13,929		1,301		15,230
Dallas	4,132		—		4,132
Phoenix	13,533		—		13,533
Tampa	17,216		—		17,216
Other markets	7,622		1,180		8,802
Total segment revenues	184,346		2,920		187,266
Less: Company's share of rental property revenues from unconsolidated joint ventures	(2,473)		(1,619)		(4,092)
Total rental property revenues	$	181,873	$	1,301	$	183,174

Three Months Ended September 30, 2017 Office Mixed-Use Total
Net Operating Income:
Atlanta $ 25,247
$ —
$ 25,247
Austin 15,074
—
15,074
Charlotte 15,489
—
15,489
Orlando 3,356
—
3,356
Tampa 7,412
—
7,412
Phoenix 8,667
—
8,667
Other 525
45
570
Total Net Operating Income $ 75,770
$ 45
$ 75,815


Three Months Ended June 30, 2021	Office		Non-Office		Total
Revenues:
Atlanta	$	65,626	$	396	$	66,022
Austin	59,677		—		59,677
Charlotte	21,884		591		22,475
Dallas	4,531		—		4,531
Phoenix	12,482		—		12,482
Tampa	14,165		—		14,165
Other markets	9,026		1,530		10,556
Total segment revenues	187,391		2,517		189,908
Less: Company's share of rental property revenues from unconsolidated joint ventures	(6,216)		(1,926)		(8,142)
Total rental property revenues	$	181,175	$	591	$	181,766

Three Months Ended September 30, 2016 Office Mixed-Use Total
Net Operating Income:
Houston $ 26,408
$ —
$ 26,408
Atlanta 22,593
1,753
24,346
Austin 6,023
—
6,023
Charlotte 4,905
—
4,905
Other (61 ) —
(61 )
Total Net Operating Income $ 59,868
$ 1,753
$ 61,621

~~Table of Contents~~


Nine Months Ended September 30, 2017	Office		Mixed-Use		Total
Net Operating Income:
Six Months Ended June 30, 2022							Six Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:							Revenues:
Atlanta	$	84,437	$	3,125	$	87,562	Atlanta	$	136,875	$	861	$	137,736
Austin	44,113		—		44,113		Austin	120,278		—		120,278
Charlotte	46,117		—		46,117		Charlotte	27,433		2,286		29,719
Orlando	10,464		—		10,464
Dallas							Dallas	8,328		—		8,328
Phoenix							Phoenix	26,963		—		26,963
Tampa	21,700		—		21,700		Tampa	34,140		—		34,140
Phoenix	24,722		—		24,722
Other	1,374		45		1,419
Total Net Operating Income	$	232,927	$	3,170	$	236,097
Other markets							Other markets	14,949		2,539		17,488
Total segment revenues							Total segment revenues	368,966		5,686		374,652
Less: Company's share of rental property revenues from unconsolidated joint ventures							Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,851)		(3,400)		(8,251)
Total rental property revenues							Total rental property revenues	$	364,115	$	2,286	$	366,401


Six Months Ended June 30, 2021	Office		Non-Office		Total
Revenues:
Atlanta	$	130,502	$	670	$	131,172
Austin	117,710		—		117,710
Charlotte	43,051		1,152		44,203
Dallas	9,014		—		9,014
Phoenix	25,220		—		25,220
Tampa	28,736		—		28,736
Other markets	23,123		2,775		25,898
Total segment revenues	377,356		4,597		381,953
Less: Company's share of rental property revenues from unconsolidated joint ventures	(11,935)		(3,445)		(15,380)
Total rental property revenues	$	365,421	$	1,152	$	366,573

NOI by reportable segment for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands):


Three Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	46,506	$	250	$	46,756
Austin	36,565		—		36,565
Charlotte	10,246		972		11,218
Dallas	3,191		—		3,191
Phoenix	9,868		—		9,868
Tampa	10,643		—		10,643
Other markets	4,145		665		4,810
Total Net Operating Income	$	121,164	$	1,887	$	123,051


Nine Months Ended September 30, 2016	Office			Mixed-Use		Total
Three Months Ended June 30, 2021									Three Months Ended June 30, 2021	Office		Non-Office		Total
Net Operating Income:									Net Operating Income:
Houston	$	76,851		$	—	$	76,851
Atlanta	66,763			5,101		71,864			Atlanta	$	43,115	$	159	$	43,274
Austin	16,978			—		16,978			Austin	35,955		—		35,955
Charlotte	14,485			—		14,485			Charlotte	15,688		175		15,863
Other	(36		)	—		(36		)
Dallas									Dallas	3,571		—		3,571
Phoenix									Phoenix	8,928		—		8,928
Tampa									Tampa	8,919		—		8,919
Other markets									Other markets	5,254		941		6,195
Total Net Operating Income	$	175,041		$	5,101	$	180,142		Total Net Operating Income	$	121,430	$	1,275	$	122,705


Six Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	90,679	$	485	$	91,164
Austin	72,932		—		72,932
Charlotte	20,258		1,615		21,873
Dallas	6,498		—		6,498
Phoenix	18,843		—		18,843
Tampa	21,334		—		21,334
Other markets	8,440		1,574		10,014
Total Net Operating Income	$	238,984	$	3,674	$	242,658


Six Months Ended June 30, 2021	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	86,218	$	253	$	86,471
Austin	70,232		—		70,232
Charlotte	30,685		435		31,120
Dallas	7,122		—		7,122
Phoenix	17,953		—		17,953
Tampa	18,321		—		18,321
Other markets	12,795		1,815		14,610
Total Net Operating Income	$	243,326	$	2,503	$	245,829

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net Operating Income	$	123,051	$	122,705	$	242,658	$	245,829
Net operating income from unconsolidated joint ventures	(2,542)		(5,437)		(5,261)		(10,191)
Fee income	2,305		4,803		3,693		9,332
Termination fee income	449		782		1,911		824
Other income	201		68		2,484		282
Reimbursed expenses	(677)		(398)		(1,037)		(766)
General and administrative expenses	(6,996)		(7,313)		(15,059)		(14,046)
Interest expense	(16,549)		(16,656)		(32,074)		(33,864)
Depreciation and amortization	(69,861)		(71,456)		(140,605)		(142,326)

Other expenses	(425)		(824)		(646)		(1,414)
Income from unconsolidated joint ventures	5,280		1,795		6,404		3,698
Gain on sales of investments in unconsolidated joint ventures	—		—		—		39
Gain (loss) on investment property transactions	28		(9)		(41)		(26)
Loss on extinguishment of debt	(100)		$	—	(100)		—
Net income	$	34,164	$	28,060	$	62,327	$	57,371

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net Operating Income $ 75,815
$ 61,621
$ 236,097
$ 180,142
Net operating income from unconsolidated joint
ventures (6,934 ) (6,760 ) (23,719 ) (20,359 )
Net operating income from discontinued operations —
(26,408 ) —
(76,852 )
Fee income 2,597
1,945
6,387
5,968
Other income 993
153
9,593
570
Reimbursed expenses (895 ) (795 ) (2,667 ) (2,463 )
General and administrative expenses (7,193 ) (4,368 ) (21,993 ) (17,301 )
Interest expense (7,587 ) (5,754 ) (25,851 ) (16,562 )
Depreciation and amortization (47,622 ) (16,622 ) (152,546 ) (49,804 )
Acquisition and transaction costs 677
(1,446 ) (1,499 ) (3,889 )
Gain on extinguishment of debt 429
—
2,258
—
Other expenses (423 ) (173 ) (1,063 ) (681 )
Income from unconsolidated joint ventures 2,461
1,527
43,362
5,144
Gain (loss) on sale of investment properties (33 ) —
119,729
13,944
Income from discontinued operations —
8,737
—
24,361
Net Income $ 12,285

$ 11,657
$ 188,088
$ 42,218

Revenues by reportable segment, including a reconciliation to total rental property revenues on the condensed consolidated statements of operations, for three and nine months ended September 30, 2017 and 2016 are as follows (in thousands):

~~Table of Contents~~

Three Months Ended September 30, 2017 Office Mixed-Use Total
Revenues:
Atlanta $ 41,507
$ —
$ 41,507
Austin 25,385
—
25,385
Charlotte 23,153
143
23,296
Orlando 6,408
—
6,408
Tampa 11,815
—
11,815
Phoenix 11,692
—
11,692
Other 915
—
915
Total segment revenues 120,875
143
121,018
Less Company's share of rental property revenues from unconsolidated joint ventures (11,306 ) (143 ) (11,449 )
Total rental property revenues $ 109,569
$ —
$ 109,569

Three Months Ended September 30, 2016 Office Mixed-Use Total
Revenues:
Houston $ 46,046
$ —
$ 46,046
Atlanta 36,693
3,197
39,890
Austin 10,469
—
10,469
Charlotte 6,799
—
6,799
Other (57 ) —
(57 )
Total segment revenues 99,950
3,197
103,147
Less discontinued operations (46,046 ) —
(46,046 )
Less Company's share of rental property revenues from unconsolidated joint ventures (7,329 ) (3,197 ) (10,526 )
Total rental property revenues $ 46,575
$ —
$ 46,575

Nine Months Ended September 30, 2017 Office Mixed-Use Total
Revenues
Atlanta $ 135,319
$ 5,049
$ 140,368
Austin 75,348
—
75,348
Charlotte 68,495
143
68,638
Orlando 19,380
—
19,380
Tampa 34,913
—
34,913
Phoenix 33,689
—
33,689
Other 2,492
—
2,492
Total segment revenues $ 369,636
$ 5,192
$ 374,828
Less Company's share of rental property revenues from unconsolidated joint ventures (33,543 ) (5,192 ) (38,735 )
Total rental property revenues $ 336,093
$ —
$ 336,093

~~Table of Contents~~

Nine Months Ended September 30, 2016 Office Mixed-Use Total
Revenues:
Houston $ 133,450
$ —
$ 133,450
Atlanta 110,915
9,200
120,115
Austin 29,825
—
29,825
Charlotte 19,533
—
19,533
Other (54 ) —
(54 )
Total segment revenues 293,669
9,200
302,869
Less discontinued operations (133,450 ) —
(133,450 )
Less Company's share of rental property revenues from unconsolidated joint ventures (21,837 ) (9,200 ) (31,037 )
Total rental property revenues $ 138,382
$ —
$ 138,382

~~Table of Contents~~

Item 2. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~Overview:~~Overview of 2022 Performance and Company and Industry Trends

Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or 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 owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our ~~core focus~~strategy is ~~on the acquisition, development, leasing, management, and~~to create value for our stockholders through ownership of ~~Class-A~~the premier urban office ~~and mixed-use properties~~portfolio in ~~Sunbelt~~the Sun Belt markets, with a particular focus on ~~Arizona, Florida, Georgia, North Carolina,~~Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and ~~Texas. As~~Nashville. This strategy is based on a disciplined approach to capital allocation that includes asset acquisitions, selective development projects, and timely dispositions of September 30, 2017, our portfolio of real estate assets consisted of interests in 32 operating properties (31 office and one mixed use) containing 15.9 million square feet of space and four projects (three office and one mixed-use) under active development. We have a comprehensivenon-core assets. This strategy ~~in place~~is also based on a simple, ~~platform, trophy assets,~~flexible, and ~~opportunistic investments. This streamlined strategy enables~~low-leveraged balance sheet that allows us to ~~maintain a targeted, asset-specific approach to investing where~~pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we ~~seek to~~ leverage our ~~development skills, relationships, market knowledge, and operational expertise. We intend to generate returns and create value for stockholders through the continued lease-up~~strong local operating platforms within each of our ~~portfolio, through~~major markets.

During the ~~execution of our development pipeline, and through opportunistic investments in office and mixed-use projects within our core markets.~~

Wequarter, we leased or renewed ~~334,905~~588,000 square feet of office space, ~~during the third quarter~~including 264,000 square feet of ~~2017. The weighted average net effective rent of these~~new and expansion leases, representing ~~base~~45% of total leasing activity. Straight-line basis net rent ~~less operating expense reimbursements and leasing costs, was $20.73~~ per square ~~foot. For~~foot increased 27.2% for those ~~leases~~office spaces that were ~~previously occupied~~under lease within the past ~~year, net effective rent increased 16.9%.~~year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties ~~increased by 1.3%~~decreased 2.2% between the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021.

On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recast the previous credit facility extending the maturity date from January 3, 2023 to April 30, 2027 and reducing certain per annum variable interest rate spreads and other fees, among other things.

On April 21, 2022, we purchased our partner's 10% joint venture interest in Avalon, which consists of both the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control, and any difference between the purchase price of $43.4 million and the $15.7 million book value of the outside partner's non-controlling interest on our consolidated balance sheet is recorded in additional paid in capital in the equity section of our balance sheet. The consolidated basis in Avalon's assets and liabilities will remain unchanged from this transaction.

On June 30, 2022, one of our unconsolidated joint ventures sold a 3.0 acre land parcel in Uptown Dallas. Our share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures in our consolidated statements of operations.

As noted above, we continue to execute new, renewal, and expansion leases with net rent increases during this current period of several socio-economic challenges. As it relates to the lingering COVID-19 pandemic specifically, our buildings and parking facilities have remained open for business, while the usage of our assets remains lower than pre-pandemic levels. Ongoing usage of our assets could also be negatively impacted by customer behavior, such as the social acceptance and perceived economic benefits of hybrid work arrangements. Policies and practices of employers regarding these arrangements continue to evolve, but we believe our customers will prioritize a culture that fosters collaboration, innovation, and productivity and that our customers will accordingly expect their employees to be present in person on a more consistent basis within our high-quality and well-amenitized properties. Although difficult to estimate, we currently expect usage will gradually increase throughout the remainder of 2022, and this is expected to result in increases in parking revenue as well as increases in certain operating expenses. Factors that could cause actual results to differ materially from our current expectations are set forth under "Disclosure Regarding Forward Looking Statements."

Results of Operations For The Three and Six Months Ended June 30, 2022

~~Our financial results have been significantly affected by~~General

Net income available to common stockholders for the ~~merger with Parkway Properties, Inc. ("~~three and six months ended June 30, 2022 was $34.1 million and $62.0 million, respectively. For the ~~Merger")~~three and six months ended June 30, 2021, the ~~spin-off~~net income available to common stockholders was $28.2 million and $57.3 million, respectively. We detail below material changes in the components of net income available to common stockholders for the ~~combined companies' Houston business~~three and six months ended June 30, 2022 compared to ~~Parkway, Inc. (the "Spin-Off") in October 2016 (collectively, the "Parkway Transactions"). Accordingly, our historical financial statements may not be indicative of future operating results.~~2021.

Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income

The following ~~table summarizes rental property revenues, rental property operating expenses, and net operating income ("NOI") for each~~results include the performance of ~~the periods presented, including~~ our ~~same property~~Same Property portfolio. ~~NOI represents rental property revenue less rental property operating expenses.~~ Our ~~same property~~Same Property portfolio ~~is comprised of~~includes office properties that ~~have been fully operational in~~were stabilized and owned by us for the entirety of each ~~of the~~ comparable reporting ~~periods.~~period presented. A ~~fully operational~~stabilized property is one that has achieved 90% economic occupancy or has been substantially complete and owned by us for ~~each of the periods presented.~~one year. Same ~~property~~Property amounts for the ~~2017~~2022 versus ~~2016~~2021 comparison are from properties that ~~have been~~were stabilized and owned ~~since~~as of January 1, ~~2016~~2021 through the end of the current reporting period, excluding dispositions. This information is presented for consolidated properties only and does not include net operating income from our unconsolidated joint ventures.June 30, 2022.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Rental Property Revenues
Same Property $ 35,691
$ 33,404
$ 2,287
6.8 % $ 106,918
$ 100,608
$ 6,310
6.3 %
Non-Same Property 73,878
13,171
60,707
460.9 % 229,175
37,774
191,401
506.7 %
Total Rental Property Revenues $ 109,569
$ 46,575
$ 62,994
135.3 % $ 336,093
$ 138,382
$ 197,711
142.9 %

Rental Property Operating Expenses
Same Property $ 13,486
$ 11,494
$ 1,992
17.3 % $ 39,449
$ 36,194
$ 3,255
9.0 %
Non-Same Property 27,202
6,628
20,574
310.4 % 84,266
19,257
65,009
337.6 %
Total Rental Property Operating Expenses $ 40,688
$ 18,122
$ 22,566
124.5 % $ 123,715
$ 55,451
$ 68,264
123.1 %

Net Operating Income
Same Property NOI $ 22,205

$ 21,910
$ 295
1.3 % $ 67,469
$ 64,414
$ 3,055
4.7 %
Non-Same Property NOI 46,676

6,543
40,133
613.4 % 144,909
18,517
126,392
682.6 %
Total NOI $ 68,881

$ 28,453
$ 40,428
142.1 % $ 212,378
$ 82,931
$ 129,447
156.1 %
We use Net Operating Income ("NOI"), a non-GAAP financial measure, to assess the operating performance of our properties. NOI is also widely used by industry analysts and investors to evaluate performance. NOI, which is rental property revenues (excluding termination fees) less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. Certain items, such as interest expense, while included in net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation, amortization, and impairment are also excluded from NOI. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.

Rental property revenues, rental property operating expenses, and NOI changed between the 2022 and 2021 periods as follows ($ in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Rental Property Revenues
Same Property	$	158,536	$	163,051	$	(4,515)	(2.8)	%	$	319,112	$	324,616	$	(5,504)	(1.7)	%
Non-Same Property	24,189		17,933		6,256		34.9	%	45,378		41,133		4,245		10.3	%
	182,725		180,984		1,741		1.0	%	364,490		365,749		(1,259)		(0.3)	%

Termination Fee Income	449		782		(333)				1,911		824		1,087
Total Rental Property Revenues	$	183,174	$	181,766	$	1,408			$	366,401	$	366,573	$	(172)

Rental Property Operating Expenses
Same Property	$	54,674	$	56,967	$	(2,293)	(4.0)	%	$	113,017	$	114,108	$	(1,091)	(1.0)	%
Non-Same Property	7,542		6,749		793		11.7	%	14,076		16,003		(1,927)		(12.0)	%

Total Rental Property Operating Expenses	$	62,216	$	63,716	$	(1,500)	(2.4)	%	$	127,093	$	130,111	$	(3,018)	(2.3)	%

Net Operating Income
Same Property NOI	$	103,862	$	106,084	$	(2,222)	(2.1)	%	$	206,095	$	210,508	$	(4,413)	(2.1)	%
Non-Same Property NOI	16,647		11,184		5,463		48.8	%	31,302		25,130		6,172		24.6	%

Total NOI	$	120,509	$	117,268	$	3,241	2.8	%	$	237,397	$	235,638	$	1,759	0.7	%

Same ~~property NOI increased $295,000 (1.3%) and $3.1 million (4.7%) between~~Property Rental Property Revenues decreased for the three and six months ended ~~and nine months ended 2017 and 2016, respectively. The increases were~~June 30, 2022 compared to the same period in the prior year primarily due to ~~increased~~a decrease in economic occupancy ~~rates~~ at ~~Fifth Third Center~~our 3350 Peachtree and ~~816 Congress, offset by operating expense increases~~Promenade Tower office properties while under redevelopment.

Same Property Operating Expenses decreased for the three and six months ended June 30, 2022 compared to the same period in the prior year primarily due to a decrease in real estate taxes ~~repairs~~ and ~~maintenance,~~a decrease in expenses at our 3350 Peachtree and ~~parking between the periods.~~Promenade Tower office properties while under redevelopment, partially offset by an increase in expenses related to higher physical occupancy at our properties.

~~Table of Contents~~

~~Non-same property revenues and expenses~~Non-Same Property Rental Property Revenues increased ~~between~~for the three and ~~nine month periods primarily from properties acquired~~months ended June 30, 2022 compared to the same period in the ~~Merger, offset by~~prior year primarily due to the ~~sales~~following: the 2021 acquisitions of 725 Ponce and Heights Union; the ~~ACS Center~~consolidation of 300 Colorado upon purchase of our partners' interests in the ~~first quarter 2017 and 191 Peachtree~~venture in the fourth quarter ~~2016.~~of 2021, which was partially offset by the 2021 sales of Burnett Plaza, 816 Congress, and One South at the Plaza; and the 2022 commencement of a full building redevelopment project at Promenade Central.

Termination Fee income increased $1.1 million for the six months ended June 30, 2022 compared to the same period in the prior year due to the timing of termination notices and expected move outs.

Fee Income and Other Income

~~Other~~Fee income ~~increased $840,000~~decreased $2.5 million, or 52.0%, and ~~$9.0~~$5.6 million, ~~between the~~or 60.4%, for the three and ~~nine month~~six months ended June 30, 2022 compared to the same periods ~~respectively. These increases~~in the prior year. The decreases are ~~primarily driven by lease termination fees at 3350 Peachtree, Nascar Plaza, Hayden Ferry, Fifth Third Center, and Northpark.~~due to declining development activities as we near the completion of the Norfolk Southern transactions described in note 2 to the unaudited condensed consolidated financial statements in this Form 10-Q.

General and Administrative Expenses

General and administrative expenses increased ~~$2.8~~$1.0 million, ~~(65%) between~~or 7.2%, for the ~~three month periods, and increased $4.7 million (27%) between~~six months ended June 30, 2022 compared to the ~~nine month periods. These increases are~~same period in the prior year. This increase is primarily driven by ~~long-term~~changes in stock compensation expense and increases ~~as a result of fluctuations~~ in ~~our common stock price relative to our office peers included in the SNL US Office REIT Index.~~other employee compensation expense.

Interest Expense

Interest expense, net of amounts capitalized, ~~increased~~decreased $1.8 million, ~~(32%) between~~or 5.3%, for the ~~three month periods, and increased $9.3 million (56%) between~~six months ended June 30, 2022, compared to the ~~nine month periods~~same period in the prior year. This decrease is primarily due to ~~an increase in the average debt outstanding between the periods,~~increased capitalized expense as a result of development and redevelopment activities, partially offset by an increase in ~~capitalized~~ interest ~~from increased development projects.~~rates, an increase in average outstanding balances on our line of credit, and the increase in size of our Term Loan in June 2021.

Depreciation and Amortization

Depreciation and amortization ~~increased $31.0 million (186%)~~changed between the ~~three month~~2022 and 2021 periods as follows ($ in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Depreciation and Amortization
Same Property	$	60,872	$	63,833	$	(2,961)	(4.6)	%	$	122,647	$	127,113	$	(4,466)	(3.5)	%
Non-Same Property	8,831		7,465		1,366		18.3	%	17,645		14,898		2,747		18.4	%
Non-Real Estate Assets	158		158		—		—	%	313		315		(2)		(0.6)	%
Total Depreciation and Amortization	$	69,861	$	71,456	$	(1,595)	(2.2)	%	$	140,605	$	142,326	$	(1,721)	(1.2)	%

Same Property depreciation and ~~increased $102.7 million (206%)~~amortization decreased between the ~~nine~~2022 and 2021 three and six month periods primarily ~~from properties acquired~~due to a decrease related to the intangible in-place lease assets recognized upon the acquisition of properties. These assets are being amortized over the remainder of the lease term as of the date of acquisition, and an increasing number of those leases have reached their expiration.

Non-Same Property depreciation and amortization increased between the 2022 and 2021 three and six month periods primarily due to the following: the 2021 acquisitions of 725 Ponce and Heights Union; the consolidated of 300 Colorado upon purchase of our partners' interests in the ~~Merger, offset by decreases from the sales of 191 Peachtree~~venture in the fourth quarter ~~2016~~of 2021, partially offset by the ~~ACS Center in~~2021 sales of 816 Congress and One South at the ~~second quarter 2017.~~

~~Acquisition and Transaction Costs~~

Acquisition and transaction costs decreased $2.1 million (147%) in the three month periods, and decreased $2.4 million (61%) between the nine month periods. Amounts in all periods represent costs associated with the Merger,Plaza; and the ~~amount recorded in the three months ended September 30, 2017 represents~~2022 commencement of a ~~true-up of Merger-related accruals. The Company does not believe it will incur significant additional Merger costs.~~full building redevelopment project at our Promenade Central operating property.

Income from Unconsolidated Joint Ventures

Income from unconsolidated joint ventures consisted of the Company's share of the following ~~(in~~($ in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Net operating income	$	2,542	$	5,437	$	(2,895)	(53.2)	%	$	5,261	$	10,191	$	(4,930)	(48.4)	%

Other income, net	78		34		44		129.4	%	100		63		37		58.7	%
Gain on sale of undepreciated property	4,500		—		4,500		N/A		4,500		—		4,500		N/A
Depreciation and amortization	(1,111)		(2,810)		1,699		(60.5)	%	(2,235)		(5,175)		2,940		(56.8)	%
Interest expense	(689)		(863)		174		(20.2)	%	(1,306)		(1,378)		72		(5.2)	%
Net gain (loss) on sale of investment property	(40)		(3)		(37)		1,233.3	%	84		(3)		87		(2,900.0)	%
Income from unconsolidated joint ventures	$	5,280	$	1,795	$	3,485	194.2	%	$	6,404	$	3,698	$	2,706	73.2	%

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change 2017 2016 $ Change
Net operating income $ 6,934
$ 6,760
$ 174
$ 23,719
$ 20,359
$ 3,360
Other income, net 165
72
93
1,868
614
1,254
Depreciation and amortization (2,862 ) (3,267 ) 405
(10,535 ) (9,758 ) (777 )
Interest expense (1,776 ) (2,038 ) 262
(6,022 ) (6,071 ) 49
Net gain on sale of investment property —
—
—
34,332
—
34,332
Income from unconsolidated joint ventures $ 2,461
$ 1,527
$ 934
$ 43,362
$ 5,144
$ 38,218

~~Net operating income~~Income from unconsolidated joint ventures increased ~~$3.4 million (16.5%)~~ between the ~~nine~~2022 and 2021 three and six month periods primarily due to ~~a change in~~ the partnership structure at Gateway Village whereby we began receiving 50% of cash flows versus a preferred return, effective December 1, 2016, and the addition of Courvoisier Centre which was acquired in the Merger. These increases were offset by the sale of properties owned by EPI, LLC and EPII, LLC ("Emory Point I and II") in the second quarter 2017. Other income increased $1.3 million between the nine month periods primarily as a result of lease termination fees recognized at the Terminus 200 and 111 West Rio buildings and as a result of the sale of mineral rights at CL Realty. The decrease in depreciation and amortization between the three month periods results from the Emory Point I and II sales, offset by increases resulting from the Gateway Village revised structure and the addition of Courvoisier Centre. Depreciation and amortization increased $777,000 between the nine month periods from the Gateway Village revised structure and the addition of Courvoisier. The gain ~~on sale of depreciated property of $34.3 million resulted~~ from the sale of ~~Emory Point I and II~~a 3.0 acre land parcel in ~~the second quarter 2017, less~~Uptown Dallas in June 2022 partially offset by a ~~$3.5 million loss on the purchase of the remaining 25.4% interest~~decrease in ~~the 111 West Rio building and the related consolidation of the building immediately following the purchase.~~

~~Gain (Loss) on Sale of Investment Properties~~

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~~The gain on the sale of investment properties in the nine months ended September 30, 2017 relates primarily~~net operating income due to the sale of ~~the American Cancer Society Center (the “ACS Center”). The gain on sale of investment properties~~our interest in the ~~nine months ended~~Dimensional Place joint venture in September ~~30, 2016 relates to the sale of 100 North Point Center East.~~

~~Discontinued Operations~~

Discontinued operations in 2016 contains the operations of Post Oak Central and Greenway Plaza (the "Houston Properties"), the properties that were included in the Spin-Off. Because we decided to exit the Houston market in connection with the Parkway Transactions, the Spin-Off represented a strategic shift that had a significant impact on our operations. As such, the Spin-Off of these properties qualified for discontinued operations treatment. Accordingly, the operations of the Houston Properties have been reclassified into discontinued operations for the three and nine months ended September 30, 2016.2021.

Funds From Operations

The table below shows Funds from Operations (“FFO”) and the related reconciliation to net income available to common stockholders. We calculate FFO in accordance with the ~~National Association of Real Estate Investment Trusts’ (“NAREIT”)~~Nareit definition, which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle, and gains on sale or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, ~~NAREIT~~Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally

beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to ~~its~~our officers and other key employees.

The reconciliation of net income to FFO is as follows for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 (in thousands, except per share information):


	Three Months Ended June 30,
	2022					2021
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	34,052	148,837	$	0.23	$	28,153	148,665	$	0.19
Noncontrolling interest related to unitholders	6		25	—		5		25	—

Conversion of unvested restricted stock units	—		280	—		—		50	—

Net Income — Diluted	34,058		149,142	0.23		28,158		148,740	0.19
Depreciation and amortization of real estate assets:
Consolidated properties	69,703		—	0.47		71,299		—	0.48
Share of unconsolidated joint ventures	1,111		—	—		2,810		—	0.02
Partners' share of real estate depreciation	(153)		—	—		(228)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	(28)		—	—		9		—	—
Share of unconsolidated joint ventures	40		—	—		3		—	—


Funds From Operations	$	104,731	149,142	$	0.70	$	102,051	148,740	$	0.69



	Six Months Ended June 30,
	2022					2021
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	62,036	148,788	$	0.42	$	57,263	148,644	$	0.39
Noncontrolling interest related to unitholders	12		25	—		11		25	—
Conversion of stock options	—		—	—		—		2	—
Conversion of unvested restricted stock units	—		277	—		—		45	—

Net Income — Diluted	62,048		149,090	0.42		57,274		148,716	0.39
Depreciation and amortization of real estate assets:
Consolidated properties	140,292		—	0.94		142,011		—	0.95
Share of unconsolidated joint ventures	2,235		—	0.01		5,175		—	0.03
Partners' share of real estate depreciation	(376)		—	—		(439)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	41		—	—		26		—	—
Share of unconsolidated joint ventures	(84)		—	—		3		—	—
Investments in unconsolidated joint ventures	—		—	—		(39)		—	—

Funds From Operations	$	204,156	149,090	$	1.37	$	204,011	148,716	$	1.37

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net Income Available to Common Stockholders $ 12,067
$ 11,657
$ 184,907
$ 42,218
Depreciation and amortization of real estate assets:

Consolidated properties 47,161
16,293
151,169
48,763
Share of unconsolidated joint ventures 2,862
3,268
10,535
9,758
Discontinued Operations —
15,221
—
46,389
Partners' share of real estate depreciation (4 ) —
(4 ) —
(Gain) loss on sale of depreciated properties:
Consolidated properties 36
—
(119,713 ) (13,944 )
Share of unconsolidated joint ventures —
—
(34,332 ) —
Non-controlling Interests related to unit holders 212
—
3,169
—
Funds From Operations $ 62,334
$ 46,439
$ 195,731
$ 133,184
Per Common Share — Diluted:

Net Income Available Available to Common
Shareholders $ 0.03
$ 0.06
$ 0.45
$ 0.20
Funds from Operations $ 0.15
$ 0.22
$ 0.46
$ 0.63
Weighted Average Shares — Diluted 427,300
210,326
421,954
210,528

Net Operating Income

Company management evaluates the performance of its property portfolio, in part, based on 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~~We consider NOI to be an appropriate

~~Table of Contents~~

supplemental measure to net income as it helps both management and investors understand the core operations of ~~the Company's~~our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.

The following table reconciles NOI for consolidated properties to ~~Net Income~~net income for each of the periods presented (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	34,164	$	28,060	$	62,327	$	57,371
Net operating income from unconsolidated joint ventures	2,542		5,437		5,261		10,191
Fee income	(2,305)		(4,803)		(3,693)		(9,332)
Termination fee income	(449)		(782)		(1,911)		(824)
Other income	(201)		(68)		(2,484)		(282)
Reimbursed expenses	677		398		1,037		766
General and administrative expenses	6,996		7,313		15,059		14,046
Interest expense	16,549		16,656		32,074		33,864

Depreciation and amortization	69,861		71,456		140,605		142,326

Other expenses	425		824		646		1,414
Income from unconsolidated joint ventures	(5,280)		(1,795)		(6,404)		(3,698)
Gain on sale of investment in unconsolidated joint ventures	—		—		—		(39)
(Gain) loss on investment property transactions	(28)		9		41		26
Loss on extinguishment of debt	100		—		100		—
Net Operating Income	$	123,051	$	122,705	$	242,658	$	245,829

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net Income $ 12,285
$ 11,657
$ 188,088
$ 42,218
Fee income (2,597 ) (1,945 ) (6,387 ) (5,968 )
Other income (993 ) (153 ) (9,593 ) (570 )
Reimbursed expenses 895
795
2,667
2,463
General and administrative expenses 7,193
4,368
21,993
17,301
Interest expense 7,587
5,754
25,851
16,562
Depreciation and amortization 47,622
16,622
152,546
49,804
Acquisition and transaction costs (677 ) 1,446
1,499
3,889
Other expenses 423
173
1,063
681
Income from unconsolidated joint ventures (2,461 ) (1,527 ) (43,362 ) (5,144 )
Gain (loss) on sale of investment properties 33
—
(119,729 ) (13,944 )
Gain on extinguishment of debt (429 ) —
(2,258 ) —
Income from discontinued operations —
(8,737 ) —
(24,361 )
Net Operating Income $ 68,881
$ 28,453
$ 212,378
$ 82,931

~~Table of Contents~~

Liquidity and Capital Resources

Our primary short-term and long-term liquidity needs include the following:

•property and land acquisitions;

•expenditures on development and redevelopment projects;

•building improvements, tenant improvements, and leasing costs;

•principal and interest payments on indebtedness;

•general and administrative costs; and

~~operating partnership distributions and~~ •common stock ~~dividends.~~dividends and distributions to outside unitholders of CPLP.

We may satisfy these needs with one or more of the following:

•cash and cash equivalents on hand;

•net cash from operations;

•proceeds from the sale of assets;

•borrowings under our Credit Facility;

•proceeds from mortgage notes payable;

•proceeds from construction loans;

•proceeds from unsecured loans;

•proceeds from offerings of ~~debt or~~ equity securities; and

•joint venture formations.

As of ~~September~~June 30, ~~2017,~~2022, we had ~~no amounts drawn under our Credit Facility and $1.0~~$306.0 million drawn under ~~our letters of credit,~~the New Facility with the ability to borrow ~~an additional $499.0~~the remaining $694.0 million, ~~under~~as well as $4.1 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our ~~Credit Facility.~~obligations for the foreseeable future.

In April 2017, we closed a $350 million private placement of senior unsecured notes, which were funded in two tranches. The first tranche of $100 million was funded in April 2017, has a 10-year maturity, and has a fixed annual interest rate of 4.09%. The second tranche of $250 million was funded in July 2017, has an 8-year maturity, and has a fixed annual interest rate of 3.91%. We used the proceeds from the private placement to repay mortgages scheduled to mature during 2017.

In April 2017, we repaid in full, without penalty, the $128.0 million One Eleven Congress mortgage note and the $101.0 million San Jacinto Center mortgage note. In May 2017, we repaid in full, without penalty, the $52.0 million Two Buckhead Plaza mortgage note. In July 2017, we repaid in full, without penalty, the $77.9 million 3344 Peachtree mortgage note. We used the proceeds from the sales of the ACS Center, Emory Point I, and Emory Point II to repay the associated mortgages.

~~Contractual Obligations and Commitments~~

~~The following table sets forth information as of September 30, 2017 with respect to our outstanding contractual obligations and commitments (in thousands):~~

Total Less than 1 Year 1-3 Years 3-5 Years More than 5 years
Contractual Obligations:
Company debt:
Term Loan $ 250,000
$ —
$ —
$ 250,000
$ —
Unsecured Senior Notes 350,000
—
—
—
350,000
Unsecured Credit Facility —
—
—
—
—
Mortgage notes payable 500,903
8,688
66,925
22,730
402,560
Interest commitments (1) 274,381
40,243
78,207
68,437
87,494
Ground leases 208,030
2,321
4,642
4,713
196,354
Other operating leases 1,429
515
696
218
—
Total contractual obligations $ 1,584,743
$ 51,767
$ 150,470
$ 346,098
$ 1,036,408
Commitments:
Unfunded tenant improvements and construction obligations $ 188,339
$ 171,731
$ 16,608
$ —
$ —
Letters of credit 1,000
1,000
—
—
—
Performance bonds 2,747
314
1,650
—
783
Total commitments $ 192,086
$ 173,045
$ 18,258
$ —
$ 783


~~(1)~~	~~Interest on variable rate obligations is based on rates effective as of September 30, 2017.~~

~~Table of Contents~~

In addition, we have several standing or renewable service contracts mainly related to the operation of buildings. These contracts are in the ordinary course of business and are generally one year or less. These contracts are not included in the above table and are usually reimbursed in whole or in part by tenants.

Other Debt Information

On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date to April 30, 2027 and reducing certain variable interest rate spreads and other fees. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

In June 2021, we entered into an Amended and Restated Term Loan Agreement (the "Term Loan") that amended the former term loan agreement. Under the Term Loan, we have borrowed $350 million that matures on August 30, 2024, with options to, on up to four successive occasions, extend the maturity date for an additional 180 days. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

Our existing mortgage debt is ~~primarily~~comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants ~~which,~~that, if not satisfied, could result in acceleration of the maturity of the debt. We expect to either refinance the non-recourse mortgages at maturity or repay the mortgages with proceeds from asset sales, debt, or other capital ~~sources.~~resources. We are in compliance with all covenants of our existing non-recourse mortgages, New Facility, unsecured senior notes, and $350 million unsecured term loan.

72% of our debt bears interest at a fixed rate. Some of our variable-interest debt instruments, including our Term Loan, may use LIBOR as a benchmark for establishing the rate. The London Interbank Offered Rate ("LIBOR") has been the subject of regulatory guidance and proposals for reform, and in July 2017, the United Kingdom's Financial Conduct Authority ("FCA") (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA announced that it now intends to cease the US dollar LIBOR setting on June 30, 2023. These reforms may cause LIBOR to no longer be provided or to perform differently than in the past. Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the establishment of one or more alternative benchmark rates. Effective with the recast mentioned above, our New Facility now uses the Secured Overnight Financing Rate ("SOFR") as a benchmark rate in calculating interest. If LIBOR is no longer widely available, or otherwise at our option, our variable-interest debt instruments, including our Term Loan, provide for alternate interest rate calculations, based on metrics other than LIBOR, including the SOFR.

There can be no assurances as to what alternative interest rates may be and whether such interest rates will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the planned phasing out of US dollar LIBOR after 2023 and work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Future Capital Requirements

~~Over~~To meet capital requirements for future investment activities over the ~~long term,~~long-term, we intend to actively manage our portfolio of properties and strategically sell assets to ~~generate capital for future investment activities.~~exit our non-core holdings and reposition our portfolio. We expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments as well as utilize construction facilities for some development assets, if available and under appropriate terms.

We may also ~~seek equity~~generate capital ~~and capital from joint venture partners to implement our strategy.~~through the issuance of securities that include common or preferred stock, warrants, debt securities, depository shares, or the issuance of CPLP limited partnership units.

Our business model ~~is dependent upon~~also includes raising or recycling capital, ~~to meet~~which can assist in meeting obligations and ~~to fund~~funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.

Cash Flows ~~Summary~~

We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table sets forth the changes in cash flows (in thousands):


	Six Months Ended June 30,
	2022		2021		Change
Net cash provided by operating activities	$	157,689	$	167,690	$	(10,001)
Net cash provided by (used in) investing activities	(193,346)		36,356		(229,702)
Net cash provided by (used in) financing activities	30,777		(199,136)		229,913

Nine Months Ended September 30,
2017 2016 Change
Net cash provided by operating activities $ 194,913
$ 119,251
$ 75,662
Net cash used in investing activities (25,882 ) (131,403 ) 105,521
Net cash provided by (used in) financing activities (142,551 ) 107,390
(249,941 )

The reasons for significant increases and decreases in cash flows between the periods are as follows:

Cash Flows from Operating Activities. Cash flows ~~from~~provided by operating activities ~~increased $75.7~~decreased $10.0 million between the ~~2017~~2022 and ~~2016 nine~~2021 six month periods primarily due to ~~an increase~~timing of receipt of prepaid rents from tenants and a decrease in cash ~~generated from property operations as a result of the Merger and an increase in~~provided by operating distributions from unconsolidated joint ventures ~~offset~~driven by ~~an increase~~the sale of our interest in ~~cash interest paid between~~ the ~~periods.~~Dimensional Fund Advisors joint venture in July 2021.

Cash Flows from Investing Activities. Cash flows ~~from~~used in investing activities increased ~~$105.5~~$229.7 million between the ~~2017~~2022 and 2016 nine month periods primarily due to proceeds from the ACS Center sale, offset by an increase in property acquisition, development, and tenant asset expenditures. These increases were also impacted by larger contributions to and increased distributions from unconsolidated joint ventures which are primarily related to the sale of Emory Point I and II.

~~Cash Flows from Financing Activities.~~ ~~Cash flows from financing activities decreased $249.9 million between the 2017 and 2016 nine~~2021 six month periods primarily due to the ~~repayment~~2021 sale of Burnett Plaza, 2022 redevelopment activity at two of our operating properties, including a full building redevelopment of Promenade Central; pro-rata contributions to the Neuhoff Holdings LLC joint venture to fund the development of the Neuhoff mixed use project that commenced in third quarter 2021; the purchase of our partner's 10% interest in the Avalon office properties in April 2022; and a first quarter 2021 pro-rata distribution of proceeds from a mortgage ~~notes payable~~note issuance from our Carolina Square Holdings LP joint venture.

Cash Flows from Financing Activities. Cash flows provided by financing activities increased $229.9 million between the 2022 and 2021 six month periods primarily due to the settlement of forward contracts sold under our Equity Distribution Agreement known as at-the-market stock offering program ("ATM program") and an increase in ~~payments under the credit facility, offset by the proceeds from the common stock equity offering and increase in notes payable between the periods.~~net borrowings on our New Facility.

Capital Expenditures. We incur costs related to our real estate assets that include acquisition of properties, development of new properties, redevelopment of existing or newly purchased properties, leasing costs (including tenant improvements) for new or replacement tenants, and ongoing property repairs and maintenance.

Capital expenditures for assets we develop or acquire and then hold and operate are included in the property acquisition, development, and tenant asset expenditures line item within investing activities on the ~~condensed~~ consolidated statements of cash flows. Amounts accrued are removed from the table below (accrued capital adjustment) to show the components of these costs on a cash basis. Components of costs included in this line item for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are as follows (in thousands):

~~Table of Contents~~


								Six Months Ended June 30,
	Nine Months Ended September 30,							2022		2021
	2017			2016
Operating — building improvements							Operating — building improvements	$	76,207	$	35,369
Development	$	144,116		$	69,899		Development	57,815		38,428
Operating — leasing costs	53,809			53,425			Operating — leasing costs	23,722		22,804
Operating — building improvements	38,097			2,063

Capitalized interest	6,509			2,988			Capitalized interest	7,041		2,730
Capitalized personnel costs	5,361			5,366			Capitalized personnel costs	4,249		3,107
Change in accrued capital expenditures	(18,081		)	(11,384		)	Change in accrued capital expenditures	3,172		5,398
Total property acquisition and development expenditures	$	229,811		$	122,357
Purchase of land held-for-investment							Purchase of land held-for-investment	—		8,173
Total property acquisition, development, and tenant asset expenditures							Total property acquisition, development, and tenant asset expenditures	$	172,206	$	116,009

Capital expenditures ~~including capitalized interest,~~ increased $56.2 million between the 2022 and 2021 periods primarily due to ~~an increase~~2022 redevelopment activities at two of our operating properties and the start of the Domain 9 development project in the ~~number of development projects between the periods and an increase~~April 2021, partially offset by a land purchase in building improvement projects. Tenant improvements and leasing costs, as well as related capitalized personnel costs, are a function of the number and size of newly executed leases or renewals of existing leases. March 2021.

The amounts of tenant improvement and leasing costs for our office portfolio on a per square foot basis for the three months ended June 30, 2022 and 2021 were as follows:


	Nine Months Ended September 30,
	2017	2016		2022	2021
New leases	$6.98	$7.13	New leases	$11.86	$8.52
Renewal leases	$4.21	$4.07	Renewal leases	$7.17	$6.66
Expansion leases	$6.36	$6.48	Expansion leases	$9.17	$11.13



Class						Outstanding at ~~October 20, 2017~~July 22, 2022
Common Stock, $1 par value per share						~~420,020,538~~151,434,281 shares



			Page No.
PART I-FINANCIAL INFORMATION			43
Item 1. Condensed Consolidated Financial Statements (Unaudited)			43
~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS			43
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS			54
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF EQUITY			65
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS			7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2123
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2830
Item 4. Controls and Procedures			2830

PART II. OTHER INFORMATION			2931
Item 1. Legal Proceedings			2931
Item 1A. Risk Factors			2931
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2931
Item 5. Other Information			31
Item 6. Exhibits			3032
SIGNATURES			3133



þ☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts)

	September 30, 2017			December 31, 2016
	(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $253,362 and $215,856 in 2017 and 2016, respectively	$	3,490,181		$	3,432,522
Projects under development	248,242			162,387
Land	4,221			4,221
	3,742,644			3,599,130

Cash and cash equivalents	62,167			35,687
Restricted cash	437			15,634
Notes and accounts receivable, net of allowance for doubtful accounts of $626 and $1,167 in 2017 and 2016, respectively	16,291			27,683
Deferred rents receivable	53,483			39,464
Investment in unconsolidated joint ventures	109,222			179,397
Intangible assets, net of accumulated amortization of $99,063 and $53,483 in 2017 and 2016, respectively	211,786			245,529
Other assets	28,170			29,083
Total assets	$	4,224,200		$	4,171,607
Liabilities:
Notes payable	$	1,095,177		$	1,380,920
Accounts payable and accrued expenses	160,101			109,278
Deferred income	35,918			33,304
Intangible liabilities, net of accumulated amortization of $25,709 and $12,227 in 2017 and 2016, respectively	76,299			89,781
Other liabilities	39,385			44,084
Total liabilities	1,406,880			1,657,367
Commitments and contingencies
Equity:
Stockholders' investment:
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 shares issued and outstanding in 2017 and 2016	6,867			6,867
Common stock, $1 par value, 700,000,000 shares authorized, 430,349,620 and 403,746,938 shares issued in 2017 and 2016, respectively	430,350			403,747
Additional paid-in capital	3,604,269			3,407,430
Treasury stock at cost, 10,329,082 shares in 2017 and 2016	(148,373		)	(148,373		)
Distributions in excess of cumulative net income	(1,127,813		)	(1,214,114		)
Total stockholders' investment	2,765,300			2,455,557
Nonredeemable noncontrolling interests	52,020			58,683
Total equity	2,817,320			2,514,240
Total liabilities and equity	$	4,224,200		$	4,171,607

See accompanying notes.



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017			2016		2017			2016
Revenues:
Rental property revenues	$	109,569		$	46,575	$	336,093		$	138,382
Fee income	2,597			1,945		6,387			5,968
Other	993			153		9,593			570
	113,159			48,673		352,073			144,920
Expenses:
Rental property operating expenses	40,688			18,122		123,715			55,451
Reimbursed expenses	895			795		2,667			2,463
General and administrative expenses	7,193			4,368		21,993			17,301
Interest expense	7,587			5,754		25,851			16,562
Depreciation and amortization	47,622			16,622		152,546			49,804
Acquisition and transaction costs	(677		)	1,446		1,499			3,889
Other	423			173		1,063			681
	103,731			47,280		329,334			146,151
Gain on extinguishment of debt	429			—		2,258			—
Income (loss) from continuing operations before unconsolidated joint ventures and gain (loss) on sale of investment properties	9,857			1,393		24,997			(1,231		)
Income from unconsolidated joint ventures	2,461			1,527		43,362			5,144
Income from continuing operations before gain (loss) on sale of investment properties	12,318			2,920		68,359			3,913
Gain (loss) on sale of investment properties	(33		)	—		119,729			13,944
Income from continuing operations	12,285			2,920		188,088			17,857
Income from discontinued operations	—			8,737		—			24,361
Net income	12,285			11,657		188,088			42,218
Net income attributable to noncontrolling interests	(218		)	—		(3,181		)	—
Net income available to common stockholders	$	12,067		$	11,657	$	184,907		$	42,218
Per common share information — basic and diluted:
Income from continuing operations	$	0.03		$	0.01	$	0.45		$	0.08
Income from discontinued operations	—			0.05		—			0.12
Net income	$	0.03		$	0.06	$	0.45		$	0.20
Weighted average shares — basic	419,998			210,170		414,123			210,400
Weighted average shares — diluted	427,300			210,326		421,954			210,528
Dividends declared per common share	$	0.06		$	0.08	$	0.24		$	0.24



	Preferred Stock		Common Stock			Additional Paid-In Capital			Treasury Stock			Distributions in Excess of Net Income			Stockholders’ Investment			Nonredeemable Noncontrolling Interests			Total Equity
Balance December 31, 2016	$	6,867	$	403,747		$	3,407,430		$	(148,373	)	$	(1,214,114	)	$	2,455,557		$	58,683		$	2,514,240
Net income	—		—			—			—			184,907			184,907			3,181			188,088
Common stock issued pursuant to:
Common stock offering, net of issuance costs	—		25,000			186,774			—			—			211,774			—			211,774
Director stock grants	—		121			889			—			—			1,010			—			1,010
Stock based compensation	—		282			(1,168		)	—			—			(886		)	—			(886		)
Spin-off of Parkway, Inc.	—		—			—			—			545			545			—			545
Common stock redemption by unit holders	—		1,203			8,865			—			—			10,068			(10,068		)	—
Amortization of stock options and restricted stock, net of forfeitures	—		(3		)	1,479			—			—			1,476			—			1,476
Contributions from nonredeemable noncontrolling interest	—		—			—			—			—			—			1,588			1,588
Distributions to nonredeemable noncontrolling interest	—		—			—			—			—			—			(1,364		)	(1,364		)
Common dividends ($0.24 per share)	—		—			—			—			(99,151		)	(99,151		)	—			(99,151		)
Balance September 30, 2017	$	6,867	$	430,350		$	3,604,269		$	(148,373	)	$	(1,127,813	)	$	2,765,300		$	52,020		$	2,817,320

Balance December 31, 2015	$	—	$	220,256		$	1,722,224		$	(134,630	)	$	(124,435	)	$	1,683,415		$	—		$	1,683,415
Net income	—		—			—			—			42,218			42,218			—			42,218
Common stock issued pursuant to stock based compensation	—		257			76			—			—			333			—			333
Amortization of stock options and restricted stock, net of forfeitures	—		(14		)	1,252			—			—			1,238			—			1,238
Contributions from nonredeemable noncontrolling interests	—		—			—			—			—			—			2,525			2,525
Repurchase of common stock	—		—			—			(13,743		)	—			(13,743		)	—			(13,743		)
Common dividends ($0.24 per share)	—		—			—			—			(50,549		)	(50,549		)	—			(50,549		)
Balance September 30, 2016	$	—	$	220,499		$	1,723,552		$	(148,373	)	$	(132,766	)	$	1,662,912		$	2,525		$	1,665,437



	Three Months Ended September 30, 2016			Nine Months Ended September 30, 2016
	Three Months Ended September 30, 2016			Nine Months Ended September 30, 2016
Rental property revenues	$	46,046		$	133,450
Rental property operating expenses	(19,638		)	(56,598		)
Other revenues	—			288
Interest expense	(1,956		)	(5,896		)
Depreciation and amortization	(15,221		)	(46,389		)
Acquisition and transaction costs	(494		)	(494		)
Income from discontinued operations	$	8,737		$	24,361

Cash provided by operating activities	$	26,589		$	43,601
Cash used in investing activities	$	(11,130	)	$	(29,242	)



	Total Revenues				Net Income (Loss)						Company's Share of Income (Loss)
SUMMARY OF OPERATIONS:	2017		2016		2017			2016			2017			2016
Terminus Office Holdings	$	33,503	$	31,630	$	4,907		$	3,874		$	2,453		$	1,937
EP I LLC	4,094		7,919		44,865			1,417			28,479			1,206
EP II LLC	2,644		3,605		13,023			(1,194		)	9,768			(1,043		)
Charlotte Gateway Village, LLC	20,125		26,245		7,202			11,077			3,601			1,447
HICO Victory Center LP	320		307		320			300			171			131
Carolina Square Holdings LP	640		—		(100		)	—			19			—
CL Realty, L.L.C.	2,899		327		2,657			105			408			70
DC Charlotte Plaza LLLP	2		47		2			45			1			24
Temco Associates, LLC	144		180		70			83			35			122
Wildwood Associates	—		—		(86		)	(106		)	(43		)	(53		)
Crawford Long - CPI, LLC	9,017		9,101		2,285			2,005			1,142			1,003
111 West Rio Building	—		—		—			—			(2,592		)	—
Courvoisier Centre JV, LLC	12,701		—		(1,000		)	—			(80		)	—
HICO Avalon II, LLC	—		—		(68		)	—			—			—
AMCO 120 WT Holdings, LLC	—		—		(22		)	—			—			—
Other	—		—		—			—			—			300
	$	86,089	$	79,361	$	74,055		$	17,606		$	43,362		$	5,144



	September 30, 2017		December 31, 2016
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $24,008 and $23,135 in 2017 and 2016, respectively	$	14,849	$	15,773
Lease inducements, net of accumulated amortization of $892 and $1,278 in 2017 and 2016, respectively	2,049		2,517
Prepaid expenses and other assets	9,764		8,432
Line of credit deferred financing costs, net of accumulated amortization of $2,905 and $2,264 in 2017 and 2016, respectively	1,428		2,182
Predevelopment costs and earnest money	80		179
	$	28,170	$	29,083



Description	Interest Rate		Maturity	September 30, 2017			December 31, 2016
Term Loan, Unsecured	2.43	%	2021	$	250,000		$	250,000
Senior Notes, Unsecured	3.91	%	2025	250,000			—
Fifth Third Center	3.37	%	2026	147,306			149,516
Colorado Tower	3.45	%	2026	120,000			120,000
Promenade	4.27	%	2022	103,113			105,342
Senior Notes, Unsecured	4.09	%	2027	100,000			—
816 Congress	3.75	%	2024	83,702			84,872
Meridian Mark Plaza	6.00	%	2020	24,162			24,522
The Pointe	4.01	%	2019	22,620			22,945
Credit Facility, Unsecured	2.33	%	2019	—			134,000
3344 Peachtree	4.75	%	2017	—			78,971
One Eleven Congress	6.08	%	2017	—			128,000
The ACS Center	6.45	%	2017	—			127,508
San Jacinto Center	6.05	%	2017	—			101,000
Two Buckhead Plaza	6.43	%	2017	—			52,000
				1,100,903			1,378,676
Unamortized premium, net				270			6,792
Unamortized loan costs				(5,996		)	(4,548		)
Total Notes Payable				$	1,095,177		$	1,380,920



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Total interest incurred	$	10,288		$	8,939		$	32,360		$	25,446
Less interest - discontinued operations	—			(1,956		)	—			(5,896		)
Interest capitalized	(2,701		)	(1,229		)	(6,509		)	(2,988		)
Total interest expense	$	7,587		$	5,754		$	25,851		$	16,562



Three Months Ended September 30, 2017	Office		Mixed-Use		Total
Net Operating Income:
Atlanta	$	25,247	$	—	$	25,247
Austin	15,074		—		15,074
Charlotte	15,489		—		15,489
Orlando	3,356		—		3,356
Tampa	7,412		—		7,412
Phoenix	8,667		—		8,667
Other	525		45		570
Total Net Operating Income	$	75,770	$	45	$	75,815



	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 years
Contractual Obligations:
Company debt:
Term Loan	$	250,000	$	—	$	—	$	250,000	$	—
Unsecured Senior Notes	350,000		—		—		—		350,000
Unsecured Credit Facility	—		—		—		—		—
Mortgage notes payable	500,903		8,688		66,925		22,730		402,560
Interest commitments (1)	274,381		40,243		78,207		68,437		87,494
Ground leases	208,030		2,321		4,642		4,713		196,354
Other operating leases	1,429		515		696		218		—
Total contractual obligations	$	1,584,743	$	51,767	$	150,470	$	346,098	$	1,036,408
Commitments:
Unfunded tenant improvements and construction obligations	$	188,339	$	171,731	$	16,608	$	—	$	—
Letters of credit	1,000		1,000		—		—		—
Performance bonds	2,747		314		1,650		—		783
Total commitments	$	192,086	$	173,045	$	18,258	$	—	$	783



	Twelve Months Ended September 30,
($ in thousands)	2018			2019			2020			2021			2022			Thereafter			Total			Estimated Fair Value
Notes Payable:
Fixed Rate	$	8,688		$	33,062		$	33,863		$	11,154		$	11,576		$	752,560		$	850,903		$	855,103
Average Interest Rate	3.95		%	3.95		%	5.28		%	3.73		%	3.73		%	3.80		%	3.86		%
Variable Rate	$	—		$	—		$	—		$	—		$	250,000		$	—		$	250,000		$	250,000
Average Interest Rate (1)	—			—			—		%	—		%	2.43		%	—			2.43		%



	Total Number of Shares Purchased*	Average Price Paid per Share*
July 1 - 31	274,852	$	8.84
August 1 - 31	—	—
September 1 - 30	220,389	9.35
	495,241	$	9.07




2.1				Agreement and Plan of Merger, dated ~~April 28, 2016,~~March 25, 2019, by and among ~~Parkway Properties, Inc., Parkway Properties LP,~~ the Registrant, Murphy Subsidiary Holdings Corporation, and ~~Clinic Sub Inc,~~TIER REIT, Inc., filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on ~~April 29, 2016,~~March 25, 2019, and incorporated herein by reference.

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, as amended May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed 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 Cousins, as amended October 6, 2016 (incorporated by reference from Exhibit 3.1 ~~to the Registrant's Current Form 8-K filed on October 7, 2016).~~

~~3.1.6~~		~~Articles of Amendment to Restated~~ and ~~Amended Articles of Incorporation of Cousins, as amended October 6, 2016 (incorporated by reference from~~ Exhibit 3.1.1 to the Registrant's Current Form 8-K filed on October 7, 2016).

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

~~11.0~~	*	~~Computation of Per Share Earnings.~~

3.2.1			†		Bylaws of the Registrant, as amended and restated July 26, 2022 .

10(h)					Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorporated, 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.

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.

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.

101			†		The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the ~~condensed~~ consolidated balance sheets, (ii) the ~~condensed~~ consolidated statements of operations, (iii) the ~~condensed~~ consolidated statements of equity, (iv) the ~~condensed~~ consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.

104			†		Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).



* †		~~Data required by ASC 260, “Earnings per Share,” is provided in note 11 to the condensed consolidated financial statements included in this report.~~
†	Filed herewith.



			COUSINS PROPERTIES INCORPORATED
			~~/s/~~/s/ Gregg D. Adzema
			Gregg D. Adzema
			Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)