INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2012 and 2011. The information included in the summary of operations table is for the years ended December 31, 2012, 2011 and 2010. Dollars in both tables are in thousands.



	Total Assets				Total Debt				Total Equity						Company's Investment
SUMMARY OF FINANCIAL POSITION:	2012		2011		2012		2011		2012			2011			2012				2011
EP I LLC	$	83,235	$	33,343	$	43,515	$	1	$	32,611		$	29,137		$	27,864			$	24,827
Cousins Watkins LLC	54,285		56,096		28,244		28,571		25,259			26,893			16,692				16,321
CF Murfreesboro Associates	121,451		125,668		94,540		98,922		25,411			24,810			14,571				14,421
CP Venture Five LLC	286,647		301,352		35,417		36,031		243,563			255,881			13,884				14,694
Charlotte Gateway Village, LLC	140,384		146,854		68,242		83,097		70,917			62,423			10,299				10,333
Temco Associates, LLC	8,409		23,653		—		2,787		8,233			20,646			4,095				7,363
MSREF/ Cousins Terminus 200 LLC	95,520		92,421		74,340		68,562		19,659			17,967			3,930				3,593
CL Realty, L.L.C.	7,549		44,481		—		1,056		7,155			42,932			3,579				22,413
CP Venture Two LLC	96,345		102,178		—		—		94,819			99,942			2,894				3,343
Wildwood Associates	21,176		21,224		—		—		21,173			21,221			(1,664		)	(1)	(1,639		)	(1)
Crawford Long - CPI, LLC	32,818		32,739		46,496		47,631		(15,129		)	(16,137		)	(6,407		)	(1)	(6,873		)	(1)
Palisades West LLC	—		124,588		—		—		—			81,635			—				42,616
Ten Peachtree Place Associates	—		22,523		—		26,192		—			(4,145		)	—				(3,679		)	(1)
Other	2,194		3,668		—		—		1,844			2,799			60				663
	$	950,013	$	1,130,788	$	390,794	$	392,850	$	535,515		$	666,004		$	89,797			$	148,396



	Total Revenues						Net Income (Loss)									Company's Share of Net Income (Loss)
SUMMARY OF OPERATIONS:	2012		2011		2010		2012			2011			2010			2012				2011			2010
EP I LLC	$	796	$	—	$	—	$	(441	)	$	(6	)	$	—		$	(330	)		$	(4	)	$	—
Cousins Watkins LLC	5,575		4,831		—		(24		)	42			(1,072		)	2,397				2,410			—
CF Murfreesboro Associates	13,152		13,081		13,785		602			547			1,032			16				25			280
CP Venture Five LLC	30,007		31,020		31,343		3,943			4,008			3,955			1,059				1,054			1,034
Charlotte Gateway Village, LLC	32,901		32,442		31,812		9,704			8,802			7,829			1,176				1,176			1,176
Temco Associates, LLC	702		653		2,180		(65		)	(37,494		)	210			(236		)		(15,682		)	104
MSREF/ Cousins Terminus 200 LLC	12,265		6,093		1,873		(1,069		)	(3,453		)	(1,967		)	(215		)		(693		)	(393		)
CL Realty, L.L.C.	2,667		9,141		28,013		1,068			(28,508		)	227			221				(11,971		)	3,543
CP Venture Two LLC	19,533		19,061		18,394		10,473			8,459			8,899			1,208				860			921
Wildwood Associates	1		1		55		(139		)	(155		)	(129		)	(70		)		(77		)	(65		)
Crawford Long - CPI, LLC	11,579		11,904		11,415		2,508			2,404			1,939			1,248				1,199			969
Palisades West LLC	15,401		16,230		13,588		5,330			5,858			4,668			25,547			(2)	2,858			2,265
Ten Peachtree Place Associates	2,488		7,178		7,776		20,895			1,161			981			7,843			(3)	596			506
Other	1,271		2,957		7,963		(147		)	(256		)	(1,703		)	(606		)		(50		)	(847		)
	$	148,338	$	154,592	$	168,197	$	52,638		$	(38,591	)	$	24,869		$	39,258			$	(18,299	)	$	9,493

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

(2) Amount includes income from continuing operations of the venture of $2.2 million and a $23.3 million gain on the sale of the Company's interest in the venture.

(3) This venture sold its only asset in 2012; therefore, this amount represents the Company's share of discontinued operations from the venture, including a gain on the sale of $7.3 million.

The Company’s share of income above includes results of operations and any impairments that were recognized at the venture level, and excludes impairments taken at the Company’s ownership level related to its investment in these entities. See note 5 herein for a discussion of impairments taken by the Company on certain of its investments in joint ventures.

EP I LLC (“EP I”) – In 2011, EP I was formed between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, for the purpose of developing and operating Emory Point, the first phase of a mixed-use property in Atlanta, Georgia. The Company does not consolidate EP I because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP I are allocated to the partners pro rata based on their percentage ownership interests. Upon formation, the Company contributed approximately $8.1 million in cash and $6.2 million in predevelopment assets, and Gables contributed a total of approximately $3.8 million in cash and other assets. EP I has a construction loan to provide for up to $61.1 million to fund construction, $43.5 million of which was outstanding at December 31, 2012, and the loan bears interest at LIBOR plus 1.85%. The loan matures June 28, 2014 and may be extended for two, one-year periods if certain conditions are met. The Company and Gables guarantee up to approximately $11.5 million and $3.8 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain conditions. The assets of the venture in the above table include a cash balance of approximately $475,000 at December 31, 2012.

Cousins Watkins LLC – In 2010, Cousins Watkins LLC was formed between an affiliate of the Company and Watkins Retail Group (“Watkins”) for the purpose of owning and operating four retail centers in Tennessee and Florida. Watkins contributed the properties to the venture, and the Company contributed cash of approximately $14.9 million. Upon formation, the venture obtained four mortgage loans with a total borrowing capacity of $33.5 million, with $28.2 million outstanding at December 31, 2012. The loans bear interest at LIBOR plus a spread ranging from 2.65% to 2.85%. The loans mature January 1, 2016 and may be extended for two, one-year terms, provided certain conditions are met. The Company guaranteed 25% of two of these loans, the maximum amount of which is approximately $4.1 million. The guarantees will be released if certain metrics at the centers are achieved. The Company receives a preferred return on operating cash flows and is entitled to receive proceeds from capital transactions that equate to a 16% return on its invested capital, prior to Watkins receiving any distributions from capital transactions. The assets of the venture in the above table include cash and restricted cash balances of approximately $811,000 at December 31, 2012.

CF Murfreesboro Associates (“CF Murfreesboro”) – CF Murfreesboro is a 50-50 joint venture between the Company and an affiliate of Faison Associates, that owns and operates The Avenue Murfreesboro, a 751,000 square foot retail center in suburban Nashville, Tennessee. CF Murfreesboro has a construction loan with an outstanding principal amount of $94.5 million at December 31, 2012, and interest under the loan is LIBOR plus 3.0%. CF Murfreesboro must make quarterly principal payments based on cash flows from the venture, plus an additional annual payment, if necessary, based on a defined debt service coverage ratio. The Company has a repayment guarantee on the loan of $26.2 million. In December 2012, CF Murfreesboro entered into an agreement to amend the loan to extend the maturity date to December 31, 2013, decrease the capacity of the loan from $113.2 million to $97.5 million and decrease the interest paid on the loan to LIBOR plus 2.5% beginning in August 2013. The assets of the venture in the above table include cash and restricted cash balances of $6.9 million at December 31, 2012.

CP Venture Five LLC (“CPV Five”) – The Company owns an effective interest of 11.5% in CPV Five, which owns five retail properties totaling approximately 1.2 million rentable square feet; three in suburban Atlanta, Georgia and two in Viera, Florida. CPV Five has a mortgage note payable secured by The Avenue East Cobb with an outstanding balance of $35.4 million outstanding as of December 31, 2012 and a fixed interest rate of 4.52%. Principal and interest payments are made based on a 30-year amortization, and the maturity date is December 1, 2017. The assets of the venture in the above table include a cash balance of $1.2 million at December 31, 2012.

Charlotte Gateway Village, LLC (“Gateway”) – Gateway is a joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in downtown Charlotte, North Carolina. The project is 100% leased to BOA through 2016. Gateway’s net income or loss and cash distributions are allocated to the members as follows: first to the Company so that it receives a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it receives an amount equal to the aggregate amount distributed to the Company and then 50% to each member. The Company’s total project return on Gateway is ultimately limited to an internal rate of return of 17% on its invested capital. Gateway has a mortgage note payable with an outstanding balance at December 31, 2012 of $68.2 million, a maturity of December 1, 2016 and an interest rate of 6.41%. The assets of the venture in the above table include a cash balance of $1.7 million at December 31, 2012.

Temco Associates, LLC (“Temco”) – Temco, a 50-50 joint venture between the Company and Forestar, was one of two ventures through which the Company operated the majority of its residential land business. In connection with the Company's decision to effectively exit the residential land business, Temco recorded impairment losses in the fourth quarter of 2011, the Company's share of which were $14.6 million. These losses were the result of adjustments to the cash flow projections of each of Temco's assets based on higher probability that certain assets would be sold in the short term as opposed to being held for development or long term investment. In addition, the Company recorded a $608,000 impairment loss on its investment in Temco due to basis differences stemming from impairment losses at the joint venture level. In the first quarter of 2012, Temco sold substantially all of its assets to Forestar. At December 31, 2012, Temco owned various parcels of land in Georgia and a golf course and related debt in Georgia. The assets of the venture in the above table include a cash balance of approximately $91,000 at December 31, 2012.

MSREF/Cousins Terminus 200 LLC (“MSREF/T200”) – MSREF/T200 is a joint venture between the Company and Morgan Stanley, which, through February 2013, owned and operated Terminus 200, a 566,000 square foot office building in the Buckhead district of Atlanta, Georgia. The Company has a 20% interest in MSREF/T200 and Morgan Stanley has an 80% interest. MSREF/T200 has a mortgage loan with a $92.0 million capacity that was due December 31, 2013, on which the venture paid interest at LIBOR plus 2.5%. The assets of the venture in the above table include a cash balance of $684,000 at December 31, 2012. In February 2013, the Company purchased Terminus 200 from MSREF/T200. See note 9 for further details.

CL Realty, L.L.C. (“CL Realty”) – CL Realty, a 50-50 joint venture between the Company and Forestar Realty Inc. ("Forestar"), was one of two ventures through which the Company operated the majority of its residential land business. In connection with the Company's decision to effectively exit the residential land business, CL Realty recorded impairment losses in the fourth quarter of 2011, the Company’s share of which were $13.6 million. These losses were the result of adjustments to the cash flow projections of each of CL Realty's assets based on higher probability that certain assets would be sold in the short term as opposed to being held for development or long term investment. In the first quarter of 2012, CL Realty sold substantially all of its assets to Forestar. At December 31, 2012, CL Realty owned one parcel of land in Texas and mineral rights associated with one project in Texas. The assets of the venture in the above table include a cash balance of approximately $699,000 at December 31, 2012.

CP Venture Two LLC (“CPV Two”) – The Company’s effective ownership in CPV Two is 10.4%, which at December 31, 2012 owned three retail properties totaling approximately 934,000 rentable square feet. During 2012, CPV Two sold Presbyterian Medical Plaza, a 69,000 square foot office building in Charlotte, North Carolina for a gain, the Company's share of which was $167,000. The assets of the venture in the above table include a cash balance of $2.3 million at December 31, 2012.

Wildwood Associates (“Wildwood”) – Wildwood is a 50-50 joint venture between the Company and IBM which owns approximately 36 acres of undeveloped land in the Wildwood Office Park in suburban Atlanta, Georgia. At December 31, 2012, the Company’s investment in Wildwood was a credit balance of $1.6 million. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and essentially represents deferred gain not recognized at venture formation. This credit balance will decline as the venture’s remaining land is sold. The Company does not have any obligation to fund Wildwood’s working capital needs.

Crawford Long—CPI, LLC (“Crawford Long”) – Crawford Long is a 50-50 joint venture between the Company and Emory University and owns the Emory University Hospital Midtown Medical Office Tower, a 358,000 square foot medical office building located in Midtown Atlanta, Georgia. Crawford Long has a mortgage note payable with an outstanding balance of $46.5 million at December 31, 2012, a maturity of June 1, 2013 and an interest rate of 5.9%. The Company intends to refinance this note on or prior to maturity. Upon closing, the net proceeds from the mortgage note were distributed to the partners in accordance with the operating agreement. The amounts distributed to the Company were greater than the Company’s investment balance which created negative equity. The assets of the venture in the above table include a cash balance of approximately $3.0 million at December 31, 2012.

Palisades West LLC (“Palisades”) – The Company held a 50% interest in Palisades, which owned and operated two office buildings totaling 373,000 square feet in Austin, Texas. In 2012, the Company sold its interest in Palisades to its 50% partner and recognized a $23.3 million gain on the sale.

Ten Peachtree Place Associates (“TPPA”) – TPPA was a 50-50 joint venture between the Company and a wholly-owned subsidiary of The Coca-Cola Company. TPPA owned Ten Peachtree Place, a 260,000 square foot office building located in midtown Atlanta, Georgia. Ten Peachtree Place was sold in May 2012 for $45.3 million to an unrelated third party. The Company recognized a gain on this transaction through income from unconsolidated entities of $7.3 million.

Additional Information – During the development or construction of an asset, the Company and its partners may be committed to provide funds pursuant to a development plan. However, in general, the Company does not have any obligation to fund the working capital needs of its unconsolidated joint ventures. The partners may elect, in their discretion, to fund cash needs if the venture requires additional funds to effect re-leasing or has other specific needs. Additionally, the Company generally does not guarantee the outstanding debt of any of its unconsolidated joint ventures, except for customary “non-recourse carve-out” guarantees of certain mortgage notes and the CF Murfreesboro, Watkins and EP I guarantees discussed in the related sections above.

The Company recognized $8.7 million, $10.1 million, and $10.4 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2012, 2011 and 2010, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.