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, 2013 and 2012. The information included in the summary of operations table is for the years ended December 31, 2013, 2012 and 2011. Dollars in both tables are in thousands.



	Total Assets				Total Debt				Total Equity						Company's Investment
SUMMARY OF FINANCIAL POSITION:	2013		2012		2013		2012		2013			2012			2013				2012
Terminus Office Holdings	$	297,815	$	—	$	215,942	$	—	$	69,867		$	—		$	35,885			$	—
EP I LLC	88,130		83,235		57,092		43,515		29,229			32,611			25,319				27,864
Cousins Watkins LLC	51,653		54,285		27,710		28,244		23,081			25,259			17,213				16,692
Charlotte Gateway Village, LLC	135,966		140,384		52,408		68,242		82,373			70,917			11,252				10,299
EP II LLC	12,644		—		1		—		11,695			—			9,566				—
Temco Associates, LLC	8,474		8,409		—		—		8,315			8,233			4,083				4,095
CL Realty, L.L.C.	7,602		7,549		—		—		7,374			7,155			3,704				3,579
MSREF/ Cousins Terminus 200 LLC	—		95,520		—		74,340		—			19,659			—				3,930
CP Venture Five LLC	—		286,647		—		35,417		—			243,563			—				13,884
CP Venture Two LLC	—		96,345		—		—		—			94,819			—				2,894
CF Murfreesboro Associates	—		121,451		—		94,540		—			25,411			—				14,571
Wildwood Associates	21,127		21,176		—		—		21,121			21,173			(1,689		)	(1)	(1,664		)	(1)
Crawford Long - CPI, LLC	32,042		32,818		75,000		46,496		(44,295		)	(15,129		)	(21,071		)	(1)	(6,407		)	(1)
Other	1,931		2,194		—		—		1,700			1,844			60				60
	$	657,384	$	950,013	$	428,153	$	390,794	$	210,460		$	535,515		$	84,322			$	89,797



	Total Revenues						Net Income (Loss)									Company's Share of Net Income (Loss)
SUMMARY OF OPERATIONS:	2013		2012		2011		2013			2012			2011			2013			2012			2011
Terminus Office Holdings	$	33,109	$	—	$	—	$	(408	)	$	—		$	—		$	(182	)	$	—		$	—
EP I LLC	8,261		796		—		100			(441		)	(6		)	75			(330		)	(4		)
Cousins Watkins LLC	5,483		5,575		4,831		55			(24		)	42			2,306			2,397			2,410
Charlotte Gateway Village, LLC	33,281		32,901		32,442		10,693			9,704			8,802			1,176			1,176			1,176
EP II LLC	—		—		—		—			—			—			—			—			—
Temco Associates, LLC	630		702		653		96			(65		)	(37,494		)	(12		)	(236		)	(15,682		)
CL Realty, L.L.C.	1,603		2,667		9,141		1,027			1,068			(28,508		)	524			221			(11,971		)
MSREF/ Cousins Terminus 200 LLC	1,197		12,265		13,081		(235		)	(1,069		)	547			(69		)	(215		)	25
CP Venture Five LLC	20,192		30,007		31,020		3,075			3,943			4,008			17,070			1,059			1,054
CP Venture Two LLC	12,965		19,533		6,093		7,033			10,473			(3,453		)	21,590			1,208			(693		)
CF Murfreesboro Associates	8,067		13,152		11,904		48,953			602			2,404			23,553			16			1,199
Wildwood Associates	—		1		16,230		(151		)	(139		)	5,858			(75		)	(70		)	2,858
Crawford Long - CPI, LLC	11,829		11,579		7,178		2,827			2,508			1,161			1,372			1,248			596
Palisades West LLC	—		15,401		19,061		(27		)	5,330			8,459			—			25,547			860
Ten Peachtree Place Associates	—		2,488		1		—			20,895			(155		)	—			7,843			(77		)
Other	490		1,271		2,957		(144		)	(147		)	(256		)	(3		)	(606		)	(50		)
	$	137,107	$	148,338	$	154,592	$	72,894		$	52,638		$	(38,591	)	$	67,325		$	39,258		$	(18,299	)

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

Terminus Office Holdings LLC ("TOH") – In 2013, TOH, a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM"), was formed for the purpose of owning and operating two office buildings in Atlanta, Georgia. See note 3 for further details. TOH has two mortgage loans totaling $222.0 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.71%. The Company does not consolidate TOH because the Company and its partner share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of TOH are allocated to the partners equally until JPM receives an agreed upon return, after which the Company may receive an additional promoted interest. The assets of the venture in the above table include a cash balance of $6.8 million at December 31, 2013.

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 $8.1 million in cash and $6.2 million in predevelopment assets, and Gables contributed a total of $3.8 million in cash and other assets. EP I has a construction loan that provides for up to $61.1 million to fund construction, $57.1 million of which was outstanding at December 31, 2013, and the loan bears interest at LIBOR plus 1.75%. The loan matures October 9, 2014 and may be extended for four, one-year periods if certain conditions are met. The Company and Gables guarantee up to $4.3 million and $1.4 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 $943,000 at December 31, 2013.

Cousins Watkins LLC ("CW") – CW is a joint venture between the Company, with a 50.5% interest, and Watkins Retail Group (“Watkins”), with a 49.5% interest, for the purpose of owning and operating four retail centers in Tennessee and Florida. CW has four mortgage loans with a total borrowing capacity of $33.5 million, with $27.7 million outstanding at December 31, 2013. 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 $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 $948,000 at December 31, 2013.

Charlotte Gateway Village, LLC (“Gateway”) – Gateway is a 50-50 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, 2013 of $52.4 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 $2.5 million at December 31, 2013.

EP II LLC (“EP II”) – In 2013, EP II 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 II, the second phase of a mixed-use property in Atlanta, Georgia. The Company does not consolidate EP II 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 II are allocated to the partners pro rata based on their percentage ownership interests. Upon formation, the Company contributed $5.6 million in cash and $1.3 million in predevelopment assets, and Gables contributed a total of $2.3 million in cash and other assets. EP II has a construction loan to provide for up to $46.0 million to fund construction, $1,000 of which was outstanding at December 31, 2013, and the loan bears interest at LIBOR plus 1.85%. The loan matures October 9, 2016 and may be extended for two, one-year periods if certain conditions are met. The Company and Gables guarantee up to $8.6 million and $2.9 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 $0 at December 31, 2013.

Temco Associates, LLC (“Temco”) – Temco, 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, 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, 2013, 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 $416,000 at December 31, 2013.

CL Realty, L.L.C. (“CL Realty”) – CL Realty, 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, 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, 2013, 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 $752,000 at December 31, 2013.

MSREF/Cousins Terminus 200 LLC (“MSREF/T200”) – MSREF/T200 was a joint venture between the Company and Morgan Stanley, which owned and operated Terminus 200, a 566,000 square foot office building in the Buckhead district of Atlanta, Georgia. At December 31, 2012, the Company held a 20% interest in MSREF/T200 and Morgan Stanley held an 80% interest. In 2013, the Company purchased Terminus 200 from MSREF/T200. See note 3 for further details.

CP Venture Five LLC (“CPV Five”) – The Company held a 11.5% effective ownership interest in CPV Five, which owned five retail properties totaling 1.2 million rentable square feet; three in suburban Atlanta, Georgia and two in Viera, Florida. In 2013, the Company sold its interest in CP Venture Two LLC and CPV Five to its partner and recognized a gain totaling $37.0 million.

CP Venture Two LLC (“CPV Two”) – The Company held a 10.4% effective ownership interest in CPV Two, which at December 31, 2012 owned three retail properties totaling 934,000 rentable square feet. In 2013, the Company sold its interest in CPV Two and CPV Five to its partner and recognized a gain totaling $37.0 million. 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.

CF Murfreesboro Associates (“CF Murfreesboro”) – CF Murfreesboro was a 50-50 joint venture between the Company and an affiliate of Faison Associates. CF Murfreesboro owned and operated The Avenue Murfreesboro, a 751,000 square foot retail center located in suburban Nashville, Tennessee. In 2013, CF Murfreesboro sold The Avenue Murfreesboro, the venture's only asset. The Company recognized a gain on this transaction through income from unconsolidated entities of $23.5 million.

Wildwood Associates (“Wildwood”) – Wildwood is a 50-50 joint venture between the Company and IBM which owns 30 acres of undeveloped land in the Wildwood Office Park in suburban Atlanta, Georgia. At December 31, 2013, the Company’s investment in Wildwood was a credit balance of $1.7 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. In the second quarter of 2013, Crawford Long refinanced its mortgage note payable, which was scheduled to mature in June 2013. The new loan, a $75.0 million 3.5% fixed rate mortgage note, matures on June 1, 2023. Upon closing of the new mortgage note, the Company received a distribution of $14.3 million from the joint venture as a result of the financing. The assets of the venture in the above table include a cash balance of $2.5 million at December 31, 2013.

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. In 2012, Ten Peachtree Place was sold 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 Watkins, EP I, and EP II guarantees discussed in the related sections above.

The Company recognized $7.8 million, $8.7 million, and $10.1 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2013, 2012 and 2011, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.