8-KEarningsRelease 2Q14

0000025232-14-000028.txt : 20140729 0000025232-14-000028.hdr.sgml : 20140729 20140729162547 ACCESSION NUMBER: 0000025232-14-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140729 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140729 DATE AS OF CHANGE: 20140729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11312 FILM NUMBER: 141000105 BUSINESS ADDRESS: STREET 1: 191 PEACHTREE STREET N.E. STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30303-1740 BUSINESS PHONE: 404-407-1000 MAIL ADDRESS: STREET 1: 191 PEACHTREE STREET N.E. STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30303-1740 8-K 1 a8-kearningsrelease2q14.htm 8-K 8-KEarningsRelease 2Q14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2014

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On July 29, 2014, Cousins Properties Incorporated (the “Company”) issued a Quarterly Information Package containing a press release and information about the Company’s financial condition and results of operations for the quarter ended June 30, 2014. A copy of the Company’s Quarterly Information Package is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Exhibit Description

99.1 Quarterly Information Package for the Quarter Ended June 30, 2014.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2014

COUSINS PROPERTIES INCORPORATED



By:	/s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

EX-99.1 2 a8-kearningsreleaseex9912q.htm EXHIBIT 99.1 8-KEarningsReleaseEx99.1 2Q14

COUSINS PROPERTIES INCORPORATED

QUARTERLY INFORMATION PACKAGE

For the Quarter Ended June 30, 2014

TABLE OF CONTENTS



Press Release	2
Consolidated Statements of Operations	5
Funds From Operations	6
Consolidated Balance Sheets	7
Same Property Information	8
Key Performance Indicators	9
Funds From Operations - Summary	10
Funds From Operations - Supplemental Detail	11
Portfolio Listing	14
Same Property Performance - Leasing and Occupancy	15
Same Property Performance - Net Operating Income	16
Square Feet Expiring	17
Office Leasing Statistics	18
Top 20 Tenants	19
Development Pipeline	20
Inventory of Land	21
Debt Outstanding	22
Joint Venture Information	23
Calculations and Reconciliations of Non-GAAP Financial Measures	24
Discussion of Non-GAAP Financial Measures	31

Certain matters discussed in this news release are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risk. These include, but are not limited to, the availability and terms of capital and financing; the ability to refinance indebtedness as it matures; the failure of purchase, sale, or other contracts to ultimately close; the failure to achieve anticipated benefits from acquisitions or dispositions; the potential dilutive effect of common stock offerings; the availability of buyers and adequate pricing with respect to the disposition of assets; risks related to the geographic concentration of our portfolio; risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular; changes to the Company's strategy with regard to land and other non-core holdings that require impairment losses to be recognized; leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed and/or recently acquired space; the financial condition of existing tenants; volatility in interest rates and insurance rates; the availability of sufficient investment opportunities; competition from other developers or investors; the risks associated with real estate developments and acquisitions (such as zoning approval, receipts of required permits, construction delays, cost overruns, and leasing risk); 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 other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The words “believes,” “expects,” “anticipates,” “estimates,” ”plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak as of the date of such statements. 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.

News Release

CONTACT:



Gregg D. Adzema		Marli Quesinberry
Executive Vice President and		Director, Investor Relations and
Chief Financial Officer		Corporate Communications
(404) 407-1116		(404) 407-1898
greggadzema@cousinsproperties.com		marliquesinberry@cousinsproperties.com

COUSINS PROPERTIES REPORTS

SECOND QUARTER 2014 RESULTS

Accelerates Earnings Call to July 30 at 1 p.m. ET

Highlights


•	Funds From Operations for the second quarter was $0.18 per share, or $0.20 per share before non-cash preferred share original issuance charge.


•	Cash basis same property net operating income for the second quarter was up 15.0% over the prior year.


•	Subsequent to quarter end, entered into an agreement to acquire Fifth Third Center in Charlotte, North Carolina for $215.0 million.

ATLANTA (July 29, 2014) - Cousins Properties Incorporated (NYSE:CUZ) today reported its results of operations for the quarter ended June 30, 2014.

“We took advantage of our recovering Sunbelt office markets by signing a significant number of new leases during the second quarter at improving economics to us,” said Larry Gellerstedt, President and Chief Executive Officer of Cousins. “In addition, our pending purchase of Fifth Third Center is an exceptional strategic fit for us. We are purchasing this Class A office tower below replacement cost and with a real value creation opportunity through the lease-up of vacant space.”

Portfolio Activity


•	Leased or renewed 416,000 square feet of office and retail space during the second quarter.

Transaction Activity


•	Sold all remaining land at the Round Rock, Texas site for $10.0 million and recognized a gain of $1.3 million.


•	Subsequent to quarter end, entered into an agreement to acquire Fifth Third Center, a 698,000 square foot Class A office tower located in Uptown Charlotte, North Carolina, for a gross purchase price of $215.0 million. The Company expects Fifth Third Center to be 82% leased upon closing.

Financing Activity


•	Recast the credit facility to, among other things, increase the size to $500 million, extend the maturity to May 28, 2019, and reduce the per annum variable interest rate spread and other fees. At current leverage levels, the reduction in the spread and other fees resulted in a savings of 45 basis points.


•	Redeemed all outstanding shares of the Company’s Series B Cumulative Redeemable Preferred Stock for $94.8 million, excluding accrued dividends. The Company has no preferred stock outstanding.

Financial Results

FFO was $35.8 million, or $0.18 per share, for the second quarter of 2014, compared with $14.2 million, or $0.12 per share, for the second quarter of 2013. FFO was $72.0 million, or $0.37 per share, for the six months ended June 30, 2014, compared with $25.6 million, or $0.23 per share, for same period in 2013. In connection with the redemption of preferred stock, the Company decreased net income available for common shareholders by $3.5 million (non-cash), or $0.02 per share, which represents the original issuance costs applicable to the shares redeemed. FFO per share before the effect of this reduction was $0.20 and $0.39 for the three and six months ended June 30, 2014, respectively.

Net loss available to common stockholders was $(2.2) million, or $(0.01) per share, for the second quarter of 2014, compared with $(5.6) million, or $(0.05) per share, for the second quarter of 2013. Net income available to common stockholders was $3.0 million, or $0.02 per share, for the six months ended June 30, 2014, compared with $47.6 million, or $0.43 per share, for same period in 2013. The six months ended June 30, 2013 included $56.8 million in gains recognized on the sale of 50% of the Company’s interest in Terminus 100 and on the acquisition of Terminus 200, which was achieved in stages.

The Company customarily provides net operating income guidance for specific assets where historical performance may not exist, or where historical performance may not be a good guidepost for future performance, along with guidance on fee income and general and administrative expenses. No update on previously provided guidance is necessary for this quarter.

Investor Conference Call and Webcast

The Company will conduct a conference call at 1 p.m. (Eastern Time) on Wednesday, July 30, 2014, to discuss the results of the quarter ended June 30, 2014. The number to call for this interactive teleconference is (212) 231-2920.

A replay of the conference call will be available for 14 days by dialing (402) 977-9140 and entering the passcode 21728998. The replay can be accessed on the Company's website, www.cousinsproperties.com, through the “Q2 2014 Cousins Properties Incorporated Earnings Conference Call” link on the Investor Relations page.

Cousins Properties Incorporated is a leading fully-integrated real estate investment trust (REIT) with extensive experience in development, acquisition, financing, management, and leasing. Based in Atlanta, the Company actively invests in top-tier urban office assets and opportunistic mixed-use properties in Sunbelt markets.

The Consolidated Statements of Operations, Consolidated Balance Sheets, a schedule entitled Funds From Operations, which reconciles Net Income (Loss) Available to FFO and defines net effective rent, and a schedule entitled Same Property Information, which reconciles cash basis same property net operating income to rental property revenues and rental property expenses, are attached to this press release. More detailed information on Net Income (Loss) Available and FFO results is included in the “Net Income and Funds From Operations - Supplemental Detail” schedule, which is included along with other supplemental information in the Company’s Current Report on Form 8-K, which the Company is furnishing to the Securities and Exchange Commission (“SEC”), and which can be viewed through the “Supplemental Information” and “SEC Filings” links on the “Investor Information & Filings” link of the Investor Relations page of the Company’s website at www.cousinsproperties.com. This information may also be obtained by calling the Company’s Investor Relations Department at (404) 407-1898.

Certain matters discussed in this news release are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risk. These include, but are not limited to, the availability and terms of capital and financing; the ability to refinance indebtedness as it matures; the failure of purchase, sale, or other contracts to ultimately close; the failure to achieve anticipated benefits from acquisitions and investments or from dispositions; the potential dilutive effect of common stock offerings; the availability of buyers and adequate pricing with respect to the disposition of assets; risks related to the geographic concentration of our portfolio; risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular; changes to the Company's strategy with regard to land and other non-core holdings that require impairment losses to be recognized; leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed and/or recently acquired space; the financial condition of existing tenants; volatility in interest rates and insurance rates; the availability of sufficient investment opportunities; 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); 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 other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The words “believes,” “expects,” “anticipates,” “estimates,” ”plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak as of the date of such statements. 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.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)



	Three Months Ended						Six Months Ended
	June 30,						June 30
	2014			2013			2014			2013
Revenues:
Rental property revenues	$	80,034		$	37,100		$	157,518		$	70,224
Fee income	2,025			2,931			4,363			6,511
Other	2,446			2,490			4,347			4,049
	84,505			42,521			166,228			80,784
Costs and expenses:
Rental property operating expenses	35,959			17,868			70,816			33,079
Reimbursed expenses	988			1,359			1,920			3,268
General and administrative expenses	5,756			4,552			11,366			10,622
Interest expense	6,970			4,241			14,137			9,176
Depreciation and amortization	35,135			14,928			69,274			26,176
Separation expenses	—			—			84			—
Acquisition and related costs	149			333			171			568
Other	877			731			1,370			2,186
	85,834			44,012			169,138			85,075
Loss from continuing operations before taxes, unconsolidated joint ventures, and sale of investment properties	(1,329		)	(1,491		)	(2,910		)	(4,291		)
Benefit (provision) for income taxes from operations	9			(1		)	21			(2		)
Income from unconsolidated joint ventures	2,027			1,132			3,313			2,784
Income (loss) from continuing operations before gain on sale of investment properties	707			(360		)	424			(1,509		)
Gain on sale of investment properties	1,327			406			1,488			57,560
Income from continuing operations	2,034			46			1,912			56,051
Income from discontinued operations:
Income from discontinued operations	566			687			1,457			1,470
Gain on sale from discontinued operations	14			86			6,379			204
	580			773			7,836			1,674
Net income	2,614			819			9,748			57,725
Net income attributable to noncontrolling interests	(129		)	(515		)	(284		)	(1,022		)
Net income attributable to controlling interests	2,485			304			9,464			56,703
Preferred share original issuance costs	(3,530		)	(2,656		)	(3,530		)	(2,656		)
Dividends to preferred stockholders	(1,178		)	(3,227		)	(2,955		)	(6,454		)
Net income (loss) available to common stockholders	$	(2,223	)	$	(5,579	)	$	2,979		$	47,593
Per common share information — basic and diluted:
Income (loss) from continuing operations attributable to controlling interest	$	(0.01	)	$	(0.06	)	$	(0.02	)	$	0.41
Income from discontinued operations	—			0.01			0.04			0.02
Net income (loss) available to common stockholders	$	(0.01	)	$	(0.05	)	$	0.02		$	0.43
Weighted average shares — basic	198,440			118,661			195,108			111,430
Weighted average shares — diluted	198,440			118,661			195,347			111,593
Dividends declared per common share	$	0.075		$	0.045		$	0.150		$	0.090

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

FUNDS FROM OPERATIONS

(unaudited; in thousands, except per share amounts)



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net Income Available to Common Stockholders	$	(2,223	)	$	(5,579	)	$	2,979		$	47,593
Depreciation and amortization of real estate assets:
Consolidated properties	34,934			14,739			68,888			25,804
Discontinued properties	—			1,047			—			2,098
Share of unconsolidated joint ventures	3,088			4,167			6,086			7,371
(Gain) loss on sale of depreciated properties:
Consolidated properties	(1		)	(130		)	(1		)	(57,043		)
Discontinued properties	(14		)	(86		)	(6,373		)	(204		)
Share of unconsolidated joint ventures	—			—			387			—
Funds From Operations Available to Common Stockholders	$	35,784		$	14,158		$	71,966		$	25,619
Per Common Share — Basic and Diluted:
Net Income Available	$	(0.01	)	$	(0.05	)	$	0.02		$	0.43
Funds From Operations	$	0.18		$	0.12		$	0.37		$	0.23
Weighted Average Shares — Basic	198,440			118,661			195,108			111,430
Weighted Average Shares — Diluted	198,702			118,845			195,347			111,593

The table above shows Funds From Operations Available to Common Stockholders (“FFO”) and the related reconciliation to Net Income Available to Common Stockholders for Cousins Properties Incorporated and Subsidiaries. The Company calculated FFO in accordance with the National Association of Real Estate Investment Trusts' ("NAREIT") definition, which is net income (loss) available to common stockholders (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of depreciable property, plus depreciation and amortization of real estate assets, impairment losses on depreciable investment property 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 an equity 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 created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that 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, the Company uses FFO along with other measures, to assess performance in connection with evaluating and granting incentive compensation to its officers and other key employees.

Net effective rent represents base rent less operating expense reimbursements and leasing costs. Second generation leases exclude leases executed for spaces that were vacant upon acquisition, new leases in a development property, and leases for spaces that have been vacant for one year or more.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



	June 30, 2014			December 31, 2013
	(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $283,119 and $235,707 in 2014 and 2013, respectively	$	1,817,439		$	1,828,437
Projects under development	56,760			21,681
Land	26,790			35,053
	1,900,989			1,885,171
Operating properties and related assets held for sale, net of accumulated depreciation of $12,001 and $21,444 in 2014 and 2013, respectively	11,396			24,554
Cash and cash equivalents	6,257			975
Restricted cash	3,912			2,810
Notes and accounts receivable, net of allowance for doubtful accounts of $1,335 and $1,827 in 2014 and 2013, respectively	10,733			11,778
Deferred rents receivable	51,555			39,969
Investment in unconsolidated joint ventures	111,164			107,082
Intangible assets, net of accumulated amortization of $60,591 and $37,544 in 2014 and 2013, respectively	147,721			170,973
Other assets	35,773			29,894
Total assets	$	2,279,500		$	2,273,206
Liabilities:
Notes payable	$	665,852		$	630,094
Accounts payable and accrued expenses	72,577			76,668
Deferred income	23,681			25,754
Intangible liabilities, net of accumulated amortization of $11,993 and $6,323 in 2014 and 2013, respectively	60,806			66,476
Other liabilities	15,704			15,242
Total liabilities	838,620			814,234
Commitments and contingencies	—			—
Equity:
Stockholders' investment:
Preferred stock, 7.50% Series B cumulative redeemable preferred stock, $1 par value, $25 liquidation preference, 20,000,000 shares authorized, -0- and 3,791,000 shares issued and outstanding in 2014 and 2013, respectively	—			94,775
Common stock, $1 par value, 350,000,000 and 250,000,000 shares authorized, 202,043,854 and 193,236,454 shares issued in 2014 and 2013, respectively	202,044			193,236
Additional paid-in capital	1,514,959			1,420,951
Treasury stock at cost, 3,570,082 shares in 2014 and 2013	(86,840		)	(86,840		)
Distributions in excess of cumulative net income	(190,857		)	(164,721		)
	1,439,306			1,457,401
Nonredeemable noncontrolling interests	1,574			1,571
Total equity	1,440,880			1,458,972
Total liabilities and equity	$	2,279,500		$	2,273,206

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

SAME PROPERTY INFORMATION

(Unaudited, in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net Operating Income - Consolidated Properties
Rental property revenues	$	80,034		$	37,100		$	157,518		$	70,224
Rental property expenses	(35,959		)	(17,868		)	(70,816		)	(33,079		)
	44,075			19,232			86,702			37,145
Net Operating Income - Discontinued Operations
Rental property revenues	967			2,940			2,323			5,940
Rental property expenses	(402		)	(1,182		)	(866		)	(2,373		)
	565			1,758			1,457			3,567
Net Operating Income - Unconsolidated Joint Ventures	6,648			7,576			13,147			14,030
Total Net Operating Income	$	51,288		$	28,566		$	101,306		$	54,742

Net Operating Income
Same Property	$	15,751		$	14,629		$	30,998		$	29,491
Non-Same Property	35,537			13,937			70,308			25,251
	$	51,288		$	28,566		$	101,306		$	54,742

Non-Cash Items
Straight-line rent	$	4,904		$	2,203		$	12,649		$	4,765
Other	1,622			262			3,207			149
	6,526			2,465			15,856			4,914
Cash Basis Property Net Operating Income
Same Property	15,706			13,663			30,256			26,962
Non-Same Property	29,056			12,438			55,194			22,866
	$	44,762		$	26,101		$	85,450		$	49,828

This schedule shows Same Property Net Operating Income and the related reconciliation to rental property revenues and rental property expenses. Net Operating Income is used by industry analysts, investors and Company management to measure operating performance of the Company's properties. Net Operating Income, which is rental property revenues 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 FFO and 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, management uses only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation and amortization are also excluded from Net Operating Income. Same Property Net Operating Income includes those office properties that have been fully operational in each of the comparable reporting periods. A fully operational property is one that has achieved 90% economic occupancy for each of the two periods presented or has been substantially complete and owned by the Company for each of the two periods presented and the preceding year. Same Property Net Operating Income allows analysts, investors and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.

Cash Basis Same Property Net Operating Income represents Net Operating Income excluding straight-line rents, amortization of lease inducements, and amortization of acquired above and below market rents.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

KEY PERFORMANCE INDICATORS



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
Property Statistics
Number of Operating Properties	30		31		33		24		23		23		22		22		22
Rentable Square Feet (in thousands)	11,827		13,111		13,546		15,768		15,723		15,723		15,600		15,600		15,600

Leverage Ratios (1)
Debt/Total Market Capitalization	36.5	%	32.3	%	32.1	%	29.9	%	29.5	%	29.5	%	25.6	%	26.5	%	26.5	%
Debt/Total Undepreciated Assets	35.3	%	34.6	%	33.1	%	30.8	%	30.0	%	30.0	%	28.0	%	30.1	%	30.1	%

Coverage Ratios (1)
Interest Coverage	3.53		3.28		4.13		3.98		4.92		4.15		5.23		5.63		5.43
Fixed Charges Coverage	2.03		1.86		2.36		2.73		3.51		2.64		3.56		4.00		3.77
Debt/Annualized EBITDA	6.00		7.01		5.73		7.59		4.72		4.72		4.31		4.48		4.48

Dividend Ratios (1)
FFO Payout Ratio	28.2	%	40.9	%	38.4	%	49.6	%	24.9	%	35.3	%	39.3	%	41.6	%	40.5	%
FFO Before Certain Charges Payout Ratio	32.4	%	40.1	%	31.7	%	42.5	%	24.9	%	32.7	%	39.2	%	37.7	%	38.4	%
FAD Payout Ratio	43.0	%	79.5	%	67.7	%	85.3	%	42.3	%	61.6	%	61.1	%	69.4	%	65.1	%
FAD Before Certain Charges Payout Ratio	53.6	%	76.5	%	49.3	%	66.4	%	42.3	%	54.2	%	60.9	%	59.2	%	60.0	%

Operations Ratios (1)
General and Administrative Expenses/Revenues (2)	12.2	%	14.7	%	10.0	%	12.4	%	5.8	%	9.9	%	6.8	%	6.7	%	6.7	%
Annualized General and Administrative Expenses/Total Undepreciated Assets	1.3	%	1.4	%	1.0	%	0.9	%	0.7	%	0.7	%	0.8	%	0.8	%	0.8	%

(1) See calculations and reconciliations of Non-GAAP financial measures.

(2) Includes discontinued operations.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

FUNDS FROM OPERATIONS - SUMMARY (1)

($ in thousands, except per share amounts)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
Net Operating Income
Office	80,907		21,837		23,894		30,308		46,464		122,503		47,598		48,821		96,419
Retail	29,429		4,290		4,302		3,663		1,023		13,278		1,303		1,288		2,591
Other	121		43		376		861		1,019		2,299		1,117		1,179		2,296
Total Net Operating Income	110,457		26,170		28,572		34,832		48,506		138,080		50,018		51,288		101,306
Sales Less Cost of Sales
Land	4,915		243		276		725		29		1,273		160		1,331		1,491
Other	309		168		(8	)	(6	)	37		191		—		42		42
Total Sales Less Cost of Sales	5,224		411		268		719		66		1,464		160		1,373		1,533
Fee Income	17,797		3,580		2,931		2,420		1,959		10,890		2,339		2,025		4,364
Third Party Management and Leasing Revenues	16,365		74		2		—		—		76		—		—		—
Other Income	5,153		282		2,064		303		879		3,528		1,908		2,256		4,164
Total Fee and Other Income	39,315		3,936		4,997		2,723		2,838		14,494		4,247		4,281		8,528
Gain on Sale of Third Party Management and Leasing Business	7,459		—		—		4,531		45		4,576		7		—		7
Third Party Management and Leasing Expenses	(13,675	)	(53	)	(27	)	(14	)	(3	)	(97	)	—		—		—
Reimbursed Expenses	(7,063	)	(1,910	)	(1,359	)	(1,097	)	(850	)	(5,216	)	(932	)	(988	)	(1,920	)
Separation Expenses	(1,985	)	—		—		(520	)	—		(520	)	(84	)	—		(84	)
General and Administrative Expenses	(23,208	)	(6,069	)	(4,552	)	(6,635	)	(4,684	)	(21,940	)	(5,611	)	(5,756	)	(11,367	)
Loss on Debt Extinguishment	(94	)	—		—		—		—		—		—		—		—
Interest Expense	(28,154	)	(6,645	)	(6,573	)	(7,224	)	(9,230	)	(29,672	)	(9,012	)	(8,813	)	(17,825	)
Impairment Loss	(488	)	—		—		—		—		—		—		—		—
Other Expenses	(7,209	)	(946	)	(1,071	)	(8,092	)	(498	)	(10,607	)	(650	)	(689	)	(1,339	)
Income Tax Benefit (Provision)	(90	)	(1	)	(1	)	(1	)	26		23		12		9		21
Depreciation and Amortization of Non-Real Estate Assets	(1,090	)	(205	)	(213	)	(219	)	(150	)	(787	)	(196	)	(213	)	(409	)
Preferred Stock Dividends and Original Issuance Costs	(12,907	)	(3,227	)	(5,883	)	(1,777	)	(1,777	)	(12,664	)	(1,777	)	(4,708	)	(6,485	)
FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
Weighted Average Shares - Basic	104,117		104,119		118,661		163,426		189,665		144,255		191,739		198,440		195,108
Weighted Average Shares - Diluted	104,125		104,252		118,845		163,603		189,853		144,420		191,952		198,702		195,347
FFO per Share - Basic and Diluted	0.64		0.11		0.12		0.11		0.18		0.53		0.19		0.18		0.37

(1) Amounts may differ slightly from other schedules herein due to rounding.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

FUNDS FROM OPERATIONS - SUPPLEMENTAL DETAIL (1)

($ in thousands, except per share amounts)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
NET OPERATING INCOME
OFFICE:
CONSOLIDATED PROPERTIES:
GREENWAY PLAZA	—		—		—		5,103		19,503		24,606		18,202		19,295		37,497
POST OAK CENTRAL	—		2,459		4,328		4,498		4,308		15,593		5,564		5,886		11,450
191 PEACHTREE TOWER	15,222		4,064		4,021		3,982		3,973		16,040		4,198		4,650		8,848
THE AMERICAN CANCER SOCIETY CENTER	11,029		2,881		2,932		2,911		2,815		11,539		2,992		3,022		6,014
PROMENADE	8,748		2,485		2,235		2,453		2,395		9,568		2,772		2,792		5,564
777 MAIN	—		—		—		699		2,355		3,054		2,560		2,442		5,002
NORTH POINT CENTER EAST	5,186		1,373		1,452		1,508		1,576		5,909		1,606		1,564		3,170
816 CONGRESS AVENUE	—		—		1,098		1,498		1,433		4,029		1,536		1,740		3,276
2100 ROSS AVENUE	1,511		1,101		1,305		965		1,249		4,620		1,474		936		2,410
MERIDIAN MARK PLAZA	4,033		1,037		1,011		1,056		1,007		4,111		908		1,008		1,916
THE POINTS AT WATERVIEW	2,065		505		464		449		458		1,876		415		329		744
TERMINUS 100 (2)	15,809		1,627		(1	)	58		11		1,695		4		(2	)	2
OTHER	(46	)	(7	)	(4	)	(5	)	—		(16	)	(6	)	4		(2	)
SUBTOTAL - OFFICE CONSOLIDATED	63,557		17,525		18,841		25,175		41,083		102,624		42,225		43,666		85,891

UNCONSOLIDATED PROPERTIES:
TERMINUS 100 (2)	—		1,208		1,821		1,938		1,925		6,892		1,973		1,875		3,848
TERMINUS 200 (3)	1,545		898		1,144		1,093		1,143		4,278		1,235		1,466		2,701
EMORY UNIVERSITY HOSPITAL MIDTOWN MEDICAL OFFICE TOWER	3,758		981		956		968		969		3,874		998		962		1,960
GATEWAY VILLAGE (4)	1,208		302		302		302		302		1,208		302		302		604
OTHER (5)	6,244		(16	)	(17	)	(16	)	(12	)	(61	)	(15	)	(12	)	(27	)
SUBTOTAL - OFFICE UNCONSOLIDATED	12,755		3,373		4,206		4,285		4,327		16,191		4,493		4,593		9,086

DISCONTINUED OPERATIONS (6)	4,595		939		847		848		1,054		3,688		880		562		1,442

TOTAL - OFFICE NET OPERATING INCOME	80,907		21,837		23,894		30,308		46,464		122,503		47,598		48,821		96,419

RETAIL:
CONSOLIDATED PROPERTIES:
MAHAN VILLAGE	314		390		389		363		454		1,596		402		414		816
OTHER	6		(2	)	1		1		(303	)	(303	)	—		(7	)	(7	)
SUBTOTAL - RETAIL CONSOLIDATED	320		388		390		364		151		1,293		402		407		809

UNCONSOLIDATED PROPERTIES:
CW INVESTMENTS (7)	2,398		580		578		579		568		2,305		567		566		1,133
EMORY POINT	10		274		344		303		290		1,211		321		312		633
OTHER (8)	8,311		2,177		2,078		1,510		(9	)	5,756		—		(4	)	(4	)
SUBTOTAL - RETAIL UNCONSOLIDATED	10,719		3,031		3,000		2,392		849		9,272		888		874		1,762

DISCONTINUED OPERATIONS (9)	18,390		871		912		907		23		2,713		13		7		20

TOTAL - RETAIL NET OPERATING INCOME	29,429		4,290		4,302		3,663		1,023		13,278		1,303		1,288		2,591

OTHER:
UNCONSOLIDATED PROPERTIES:
EMORY POINT RESIDENTIAL	122		43		376		861		1,020		2,300		1,118		1,181		2,299
SUBTOTAL - OTHER UNCONSOLIDATED	122		43		376		861		1,020		2,300		1,118		1,181		2,299

DISCONTINUED OPERATIONS OTHER	(1	)	—		—		—		(1	)	(1	)	(1	)	(2	)	(3	)

TOTAL - OTHER NET OPERATING INCOME	121		43		376		861		1,019		2,299		1,117		1,179		2,296

TOTAL NET OPERATING INCOME	110,457		26,170		28,572		34,832		48,506		138,080		50,018		51,288		101,306

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

FUNDS FROM OPERATIONS - SUPPLEMENTAL DETAIL (1)

($ in thousands, except per share amounts)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
SALES LESS COST OF SALES
LAND SALES LESS COST OF SALES - CONSOLIDATED	4,915		243		276		610		29		1,158		160		1,326		1,486
LAND SALES LESS COST OF SALES - UNCONSOLIDATED	—		—		—		115		—		115		—		5		5
SUBTOTAL - LAND SALES LESS COST OF SALES	4,915		243		276		725		29		1,273		160		1,331		1,491

OTHER - CONSOLIDATED	281		158		—		—		37		195		—		—		—
OTHER - UNCONSOLIDATED	28		10		(8	)	(6	)	—		(4	)	—		42		42
SUBTOTAL - OTHER SALES LESS COST OF SALES	309		168		(8	)	(6	)	37		191		—		42		42

TOTAL SALES LESS COST OF SALES	5,224		411		268		719		66		1,464		160		1,373		1,533

FEE INCOME
DEVELOPMENT FEES	9,059		1,335		585		594		588		3,102		937		541		1,478
MANAGEMENT FEES (10)	8,164		2,030		2,146		1,793		1,254		7,223		1,315		1,446		2,761
LEASING & OTHER FEES	574		215		200		33		117		565		87		38		125
TOTAL - FEE INCOME	17,797		3,580		2,931		2,420		1,959		10,890		2,339		2,025		4,364

THIRD PARTY MANAGEMENT AND LEASING REVENUES	16,365		74		2		—		—		76		—		—		—

OTHER INCOME
TERMINATION FEES	128		19		1,965		155		813		2,952		1,843		2,210		4,053
TERMINATION FEES - DISCONTINUED OPERATIONS	3,512		—		—		—		—		—		—		2		2
INTEREST AND OTHER INCOME	1,513		259		100		136		66		561		65		44		109
INTEREST AND OTHER INCOME - DISCONTINUED OPERATIONS	—		4		(1	)	12		—		15		—		—		—
TOTAL INTEREST INCOME & OTHER	5,153		282		2,064		303		879		3,528		1,908		2,256		4,164

TOTAL FEE AND OTHER INCOME	39,315		3,936		4,997		2,723		2,838		14,494		4,247		4,281		8,528

GAIN ON SALE OF THIRD PARTY MANAGEMENT AND LEASING BUSINESS	7,459		—		—		4,531		45		4,576		7		—		7

THIRD PARTY MANAGEMENT AND LEASING EXPENSES	(13,675	)	(53	)	(27	)	(14	)	(3	)	(97	)	—		—		—

REIMBURSED EXPENSES	(7,063	)	(1,910	)	(1,359	)	(1,097	)	(850	)	(5,216	)	(932	)	(988	)	(1,920	)

SEPARATION EXPENSES	(1,985	)	—		—		(520	)	—		(520	)	(84	)	—		(84	)

GENERAL AND ADMINISTRATIVE EXPENSES	(23,208	)	(6,069	)	(4,552	)	(6,635	)	(4,684	)	(21,940	)	(5,611	)	(5,756	)	(11,367	)

LOSS ON DEBT EXTINGUISHMENT	(94	)	—		—		—		—		—		—		—		—

INTEREST EXPENSE
CONSOLIDATED DEBT:
THE AMERICAN CANCER SOCIETY CENTER	(8,932	)	(2,183	)	(2,200	)	(2,219	)	(2,211	)	(8,813	)	(2,158	)	(2,175	)	(4,333	)
POST OAK CENTRAL	—		—		—		(565	)	(2,053	)	(2,618	)	(2,044	)	(861	)	(1,722	)
PROMENADE	—		—		—		(338	)	(1,230	)	(1,568	)	(1,223	)	(616	)	(1,191	)
191 PEACHTREE TOWER	(2,701	)	(890	)	(871	)	(861	)	(861	)	(3,483	)	(861	)	(2,036	)	(4,080	)
UNSECURED CREDIT FACILITY	(3,712	)	(546	)	(522	)	(608	)	(584	)	(2,260	)	(575	)	(391	)	(784	)
MERIDIAN MARK PLAZA	(1,609	)	(399	)	(397	)	(396	)	(395	)	(1,587	)	(393	)	(1,216	)	(2,439	)
THE POINTS AT WATERVIEW	(931	)	(228	)	(227	)	(225	)	(223	)	(903	)	(221	)	(219	)	(440	)
MAHAN VILLAGE	(122	)	(65	)	(81	)	(56	)	(68	)	(270	)	(65	)	(66	)	(131	)
TERMINUS 100 (2)	(7,221	)	(725	)	—		—		—		(725	)	—		—		—
OTHER	(341	)	—		—		—		—		—		—		—		—
CAPITALIZED	1,636		101		57		119		241		518		373		610		983
SUBTOTAL - CONSOLIDATED	(23,933	)	(4,935	)	(4,241	)	(5,149	)	(7,384	)	(21,709	)	(7,167	)	(6,970	)	(14,137	)

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

FUNDS FROM OPERATIONS - SUPPLEMENTAL DETAIL (1)

($ in thousands, except per share amounts)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
UNCONSOLIDATED DEBT:
TERMINUS 100 (2)	—		(530	)	(893	)	(887	)	(883	)	(3,193	)	(879	)	(875	)	(1,754	)
TERMINUS 200 (3)	(512	)	(199	)	(390	)	(390	)	(390	)	(1,369	)	(390	)	(390	)	(780	)
EMORY UNIVERSITY HOSPITAL MIDTOWN MEDICAL OFFICE TOWER	(1,408	)	(347	)	(341	)	(336	)	(334	)	(1,358	)	(334	)	(334	)	(668	)
EMORY POINT	(59	)	(155	)	(229	)	(244	)	(239	)	(867	)	(242	)	(244	)	(486	)
OTHER	(2,242	)	(479	)	(479	)	(218	)	—		(1,176	)	—		—		—
SUBTOTAL - UNCONSOLIDATED	(4,221	)	(1,710	)	(2,332	)	(2,075	)	(1,846	)	(7,963	)	(1,845	)	(1,843	)	(3,688	)

TOTAL INTEREST EXPENSE	(28,154	)	(6,645	)	(6,573	)	(7,224	)	(9,230	)	(29,672	)	(9,012	)	(8,813	)	(17,825	)

IMPAIRMENT LOSSES	(488	)	—		—		—		—		—		—		—		—

OTHER EXPENSES
NONCONTROLLING INTERESTS	(2,415	)	(507	)	(515	)	(489	)	(160	)	(1,671	)	(156	)	(129	)	(285	)
PROPERTY TAXES & OTHER HOLDING COSTS	(1,738	)	(274	)	(242	)	(827	)	(227	)	(1,570	)	(271	)	(276	)	(547	)
PREDEVELOPMENT & OTHER	(1,623	)	(42	)	(63	)	(104	)	(186	)	(395	)	(229	)	(363	)	(592	)
ACQUISITION AND RELATED COSTS	(794	)	(235	)	(333	)	(6,859	)	(57	)	(7,484	)	(22	)	(149	)	(171	)
OTHER - UNCONSOLIDATED	(639	)	112		82		187		132		513		28		228		256
TOTAL - OTHER EXPENSES	(7,209	)	(946	)	(1,071	)	(8,092	)	(498	)	(10,607	)	(650	)	(689	)	(1,339	)

INCOME TAX (PROVISION) BENEFIT	(90	)	(1	)	(1	)	(1	)	26		23		12		9		21

DEPRECIATION AND AMORTIZATION OF NON-REAL ESTATE ASSETS
CONSOLIDATED	(1,075	)	(183	)	(189	)	(192	)	(189	)	(753	)	(185	)	(201	)	(386	)
SHARE OF UNCONSOLIDATED JOINT VENTURES	(15	)	(22	)	(24	)	(27	)	39		(34	)	(11	)	(12	)	(23	)
TOTAL - NON-REAL ESTATE DEPRECIATION AND AMORTIZATION	(1,090	)	(205	)	(213	)	(219	)	(150	)	(787	)	(196	)	(213	)	(409	)

PREFERRED STOCK DIVIDENDS AND ORIGINAL ISSUANCE COSTS	(12,907	)	(3,227	)	(5,883	)	(1,777	)	(1,777	)	(12,664	)	(1,777	)	(4,708	)	(6,485	)

FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
WEIGHTED AVERAGE SHARES - BASIC	104,117		104,119		118,661		163,426		189,665		144,255		191,739		198,440		195,108
WEIGHTED AVERAGE SHARES - DILUTED	104,125		104,252		118,845		163,603		189,853		144,420		191,952		198,702		195,347
FFO PER SHARE - BASIC AND DILUTED	0.64		0.11		0.12		0.11		0.18		0.53		0.19		0.18		0.37

(1) Amounts may differ slightly from other schedules contained herein due to rounding.

(2) In the first quarter of 2013, the Company formed a 50/50 joint venture for both Terminus 100 and Terminus 200. The Terminus 100 Consolidated line represents the Company's share for the period prior to the joint venture formation, the Terminus 100 Unconsolidated line represents the Company's share for the period subsequent to the joint venture formation.

(3) In the first quarter of 2013, the Company formed a 50/50 joint venture for both Terminus 100 and Terminus 200. The first quarter 2013 Terminus 200 line includes the Company's share for both the Company's 20% share of the previous MSREF/T200 Joint Venture and the Company’s 50% share subsequent to the joint venture formation.

(4) The Company receives an 11.46% current return on its $10.4 million investment in Gateway Village and recognizes this amount as NOI from this venture. See Joint Venture Information included herein for further details.

(5) Other includes sold unconsolidated properties as well as Other Unconsolidated NOI. The sold unconsolidated properties include: Palisades West, Ten Peachtree Place, and Presbyterian Medical Plaza.

(6) Discontinued Office Properties includes the discontinued NOI for the following consolidated Office Properties: Cosmopolitan Center, One Georgia Center, 8995 Westside Parkway, Galleria 75, Inhibitex, Lakeshore Park Plaza, and 600 University Park.

(7) The Company recognizes a 16% return on its investment in CW Investments as NOI from this investment. As of June 30, 2014, its investment in CW Investments was $14.4 million. CW Investments has an investment in four retail properties: Mt. Juliet Village, The Shops of Lee Village, Creek Plantation Village, and Highland City Town Center. See Joint Information included herein for further details.

(8) Other includes sold unconsolidated properties as well as Other Unconsolidated NOI. The sold unconsolidated properties include: North Point MarketCenter, Viera MarketCenter, Greenbrier MarketCenter, Los Altos MarketCenter, The Avenue Murfreesboro, The Avenue East Cobb, The Avenue West Cobb, The Avenue Peachtree City, and The Avenue Viera.

(9) Discontinued Retail Properties includes the discontinued NOI for the following consolidated Retail Properties: Tiffany Springs MarketCenter, The Avenue Forsyth, The Avenue Webb Gin, The Avenue Collierville, and San Jose MarketCenter.

(10) Management Fees include reimbursed expenses that are included in the "Reimbursed Expenses" line item.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

PORTFOLIO LISTING

OPERATING PROPERTIES

As of and for the Three Months Ended June 30, 2014



						Company's Share
	Property Description	Metropolitan Area	Rentable Square Feet	Financial Statement Presentation	Company's Ownership Interest	End of Period Leased 2Q14	End of Period Leased 1Q14	Weighted Average Occupancy 2Q14 (1)	Weighted Average Occupancy 1Q14 (1)	% of Total Net Operating Income (2)	Property Level Debt ($000)
I.	OFFICE PROPERTIES
	Greenway Plaza (3)	Houston	4,348,000	Consolidated	100%	96.3%	95.8%	92.7%	94.1%	37%	—
	Post Oak Central (3)	Houston	1,280,000	Consolidated	100%	94.6%	94.3%	94.3%	94.3%	11%	186,726
	777 Main	Fort Worth	980,000	Consolidated	100%	76.2%	73.8%	71.9%	71.9%	5%	—
	2100 Ross Avenue	Dallas	844,000	Consolidated	100%	80.6%	81.9%	67.8%	68.4%	3%	—
	816 Congress	Austin	435,000	Consolidated	100%	90.3%	83.9%	83.4%	77.1%	3%	—
	The Points at Waterview	Dallas	203,000	Consolidated	100%	82.0%	83.1%	75.0%	84.1%	1%	14,872
	TEXAS		8,090,000							60%	201,598

	191 Peachtree Tower	Atlanta	1,225,000	Consolidated	100%	87.0%	87.2%	86.0%	85.8%	8%	100,000
	The American Cancer Society Center	Atlanta	996,000	Consolidated	100%	83.9%	83.9%	83.4%	83.4%	6%	131,900
	Promenade	Atlanta	777,000	Consolidated	100%	91.5%	91.6%	77.1%	76.5%	6%	112,273
	Terminus 100	Atlanta	656,000	Unconsolidated	50%	97.0%	99.0%	96.2%	96.4%	4%	66,403
	North Point Center East (3)	Atlanta	540,000	Consolidated	100%	96.0%	93.1%	93.5%	91.9%	3%	—
	Terminus 200	Atlanta	566,000	Unconsolidated	50%	92.3%	88.4%	88.4%	88.4%	2%	41,000
	Meridian Mark Plaza	Atlanta	160,000	Consolidated	100%	99.0%	99.0%	99.0%	99.0%	2%	25,614
	Emory University Hospital Midtown Medical Office Tower	Atlanta	358,000	Unconsolidated	50%	99.5%	98.5%	99.3%	98.0%	2%	37,500
	GEORGIA		5,278,000							33%	514,690

	Lakeshore Park Plaza (4)	Birmingham	197,000	Consolidated	100%	97.1%	99.0%	97.1%	98.1%	1%	—
	ALABAMA		197,000							1%	—

	Gateway Village (5)	Charlotte	1,065,000	Unconsolidated	50%	100.0%	100.0%	100.0%	100.0%	1%	22,052
	NORTH CAROLINA		1,065,000							1%	22,052
	TOTAL OFFICE PROPERTIES		14,630,000							95%	738,340

II.	RETAIL PROPERTIES
	Mt. Juliet Village (5)	Nashville	91,000	Unconsolidated	50.5%	75.3%	75.3%	75.3%	75.3%	1%	3,027
	The Shops of Lee Village (5)	Nashville	74,000	Unconsolidated	50.5%	94.8%	92.9%	92.9%	89.1%	—%	2,731
	Creek Plantation Village (5)	Chattanooga	78,000	Unconsolidated	50.5%	96.4%	96.4%	94.6%	96.4%	—%	2,973
	TENNESSEE		243,000							1%	8,731

	Emory Point (Phase I)	Atlanta	80,000	Unconsolidated	75%	89.9%	89.9%	87.8%	82.7%	1%	7,179
	GEORGIA		80,000							1%	7,179

	Mahan Village (6)	Tallahassee	147,000	Consolidated	100%	94.3%	90.5%	90.5%	90.5%	1%	14,017
	Highland City Town Center (5)	Lakeland	96,000	Unconsolidated	50.5%	81.8%	82.9%	81.8%	82.9%	—%	5,120
	FLORIDA		243,000							1%	19,137
	TOTAL RETAIL PROPERTIES		566,000							3%	35,047

III.	APARTMENTS
	Emory Point (Phase I) (7)	Atlanta	404,000	Unconsolidated	75%	99.5%	99.3%	98.8%	98.5%	2%	36,255
	GEORGIA		404,000							2%	36,255
	TOTAL APARTMENTS		404,000							2%	36,255

	TOTAL PORTFOLIO		15,600,000							100%	809,642

(1)	Weighted average occupancy represents an average of the square footage occupied at the property during the quarter.
(2)	Net Operating Income represents rental property revenues less rental property operating expenses. Calculation is based on amounts for the three months ended June 30, 2014.
(3)	Contains multiple buildings that are grouped together for reporting purposes.
(4)	This property was classified as held for sale as of June 30, 2014.
(5)	This property is owned through a joint venture with a third party who has contributed equity, but the equity ownership and the allocation of the results of operations and/or gain on sale may be disproportionate.
(6)	This property is shown as 100% as it is owned through a consolidated joint venture. See Joint Venture Information included herein for further details.
(7)	This property consists of 443 units.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

SAME PROPERTY PERFORMANCE (1)

LEASING AND OCCUPANCY



		Property Description	End of Period Leased 2Q14	End of Period Leased 1Q14	End of Period Leased 2Q13	Weighted Average Occupancy 2Q14 (2)	Weighted Average Occupancy 1Q14 (2)	Weighted Average Occupancy 2Q13 (2)

		Gateway Village	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%
		NORTH CAROLINA	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%

		The Points at Waterview	82.0%	83.1%	87.6%	75.0%	84.1%	88.9%
		TEXAS	82.0%	83.1%	87.6%	75.0%	84.1%	88.9%

		Lakeshore Park Plaza	97.1%	99.0%	99.0%	97.1%	98.1%	96.0%
		ALABAMA	97.1%	99.0%	99.0%	97.1%	98.1%	96.0%

		Meridian Mark Plaza	99.0%	99.0%	97.6%	99.0%	99.0%	97.6%
		Terminus 100	97.0%	99.0%	96.2%	96.2%	96.4%	96.2%
		Emory University Hospital Midtown Medical Office Tower	99.5%	98.5%	99.7%	99.3%	98.0%	98.8%
		North Point Center East	96.0%	93.1%	91.6%	93.5%	91.9%	91.1%
		Terminus 200	92.3%	88.4%	87.8%	88.4%	88.4%	87.8%
		191 Peachtree Tower	87.0%	87.2%	86.5%	86.0%	85.8%	86.8%
		The American Cancer Society Center	83.9%	83.9%	83.1%	83.4%	83.4%	82.5%
		GEORGIA	89.9%	89.4%	88.4%	88.7%	88.3%	88.2%

		TOTAL PROPERTIES	91.0%	90.7%	90.1%	89.8%	89.9%	89.9%

(1	)	Same Properties include those office properties that were operational and stabilized on January 1, 2013, excluding properties subsequently sold.
(2	)	Weighted average occupancy represents an average of the square footage occupied at the property during the quarter.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

SAME PROPERTY PERFORMANCE (1)

NET OPERATING INCOME

($ in thousands)



	Three Months Ended
	June 30, 2014		June 30, 2013		March 31, 2014			2Q14 vs. 2Q13 % Change		2Q14 vs. 1Q14 % Change
Rental Property Revenues (2)	$	25,727	$	25,360	$	25,375		1.4	%	1.4	%
Rental Property Operating Expenses (2)	9,976		10,731		10,127			(7.0	)%	(1.5	)%
Same Property Net Operating Income	$	15,751	$	14,629	$	15,248		7.7	%	3.3	%

Cash Basis Rental Property Revenues (3)	$	25,684	$	24,396	$	24,779		5.3	%	3.7	%
Cash Basis Rental Property Operating Expenses (4)	9,978		10,733		10,129			(7.0	)%	(1.5	)%
Cash Basis Same Property Net Operating Income	$	15,706	$	13,663	$	14,650		15.0	%	7.2	%

	Six Months Ended
	June 30, 2014		June 30, 2013		% Change
Rental Property Revenues (2)	$	51,101	$	50,482	1.2		%
Rental Property Operating Expenses (2)	20,103		20,991		(4.2		)%
Same Property Net Operating Income	$	30,998	$	29,491	5.1		%

Cash Basis Rental Property Revenues (3)	$	50,364	$	47,958	5.0		%
Cash Basis Rental Property Operating Expenses (4)	20,108		20,996		(4.2		)%
Cash Basis Same Property Net Operating Income	$	30,256	$	26,962	12.2		%

(1) Same Properties include those office properties that were operational and stabilized on January 1, 2013, excluding properties subsequently sold.
(2) Rental Property Revenues and Expenses includes results for the Company and its share of unconsolidated joint ventures.
(3) Cash Basis Same Property Rental Property Revenues includes that of the Company and its share of unconsolidated joint ventures. It represents Rental Property Revenues excluding straight-line rents, amortization of lease inducements and amortization of acquired above and below market rents.
(4) Cash Basis Same Property Operating Expenses includes that of the Company and its share of unconsolidated joint ventures. It represents Rental Property Operating Expenses excluding straight-line ground rent expense and amortization of above and below market ground rent expense.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

SQUARE FEET EXPIRING

As of June 30, 2014

OFFICE

As of June 30, 2014, the Company's office portfolio included 16 commercial office properties. The weighted average remaining lease term of these office properties was six years. Most of the major tenant leases in these buildings provide for pass through of operating expenses and contractual rents which escalate over time. The leases expire as follows:



Company Share	2014			2015			2016			2017			2018			2019			2020			2021			2022			2023 & Thereafter			Total
Square Feet Expiring	481,627			900,123			1,444,868			1,349,517			1,206,150			763,928			810,363			893,827			810,671			3,492,043			12,153,117
% of Leased Space	4		%	7		%	12		%	11		%	10		%	6		%	7		%	7		%	7		%	29		%	100		%
Annual Contractual Rent ($000s) (1)	$	7,462		$	18,074		$	27,721		$	26,949		$	25,270		$	17,146		$	18,851		$	21,386		$	16,580		$	87,790		$	267,229
% of Annual Contractual Rent (1)	3		%	7		%	10		%	10		%	10		%	6		%	7		%	8		%	6		%	33		%	100		%
Annual Contractual Rent per Square Foot (1)	$	15.49		$	20.08		$	19.19		$	19.97		$	20.95		$	22.44		$	23.26		$	23.93		$	20.45		$	25.14		$	21.99

RETAIL

As of June 30, 2014, the Company's retail portfolio included 6 retail properties. The weighted average remaining lease term of these retail properties was twelve years. Most of the major tenant leases in these retail properties provide for pass through of operating expenses and contractual rents which escalate over time. The leases expire as follows:



Company Share	2014			2015			2016			2017			2018			2019			2020			2021			2022			2023 & Thereafter			Total
Square Feet Expiring (2)	4,453			7,373			6,048			16,961			20,149			15,542			4,546			2,246			15,113			247,525			339,956
% of Leased Space	1		%	2		%	2		%	5		%	6		%	5		%	1		%	1		%	4		%	73		%	100		%
Annual Contractual Rent ($000s) (1)	$	71		$	140		$	112		$	437		$	489		$	334		$	99		$	70		$	443		$	3,527		$	5,722
% of Annual Contractual Rent (1)	1		%	2		%	2		%	8		%	8		%	6		%	2		%	1		%	8		%	62		%	100		%
Annual Contractual Rent per Square Foot (1)	$	15.88		$	18.92		$	18.48		$	25.74		$	24.25		$	21.47		$	21.74		$	31.35		$	29.31		$	14.25		$	16.83

(1) Annual Contractual Rent shown is the estimated rate in the year of expiration. It includes the minimum contractual rent paid by the tenant which, in most of the office leases, includes a base year of operating expenses.

(2) Certain leases contain termination options, with or without penalty, if co-tenancy clauses or sales volume levels are not achieved. The expiration date per the lease is used for these leases in the above table, although early termination is possible.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

OFFICE LEASING STATISTICS (1)

OPERATING PROPERTIES

As of June 30, 2014



	Three Months Ended June 30, 2014												Six Months Ended June 30, 2014
	New			Renewal			Expansion			Total			New			Renewal			Expansion			Total
Gross leased square footage										381,116												815,484
Less: Leases less than one year, amenity leases, percentage rent leases, storage leases, intercompany leases, and license agreements										(63,843		)										(128,997)
Net leased square footage	94,565			178,758			43,950			317,273			306,608			286,669			93,210			686,487
Number of transactions	11			14			14			39			26			35			27			88
Lease term (years) (2)	5.85			7.72			8.34			7.25			8.01			6.84			6.55			7.32

Net rent per square foot (2)(3)	$	21.57		$	23.56		$	19.38		$	22.39		$	23.88		$	20.74		$	17.84		$	21.75
Total leasing costs per square foot (2)(4)	(7.49		)	(3.45		)	(6.15		)	(5.02		)	(7.84		)	(3.13		)	(5.01		)	(5.49		)
Net effective rent per square foot (2)	$	14.08		$	20.11		$	13.23		$	17.37		$	16.04		$	17.61		$	12.83		$	16.26

Second generation leased square footage (5)										202,393												387,699
Increase in second generation net rent per square foot (2)(3)(5)										48.4		%										31.2		%
Increase in cash-basis second generation net rent per square foot (2)(5)(6)										33.3		%										17.1		%

(1) Excludes all non-office leasing, such as apartment and retail leasing.
(2) Weighted average.
(3) Represents straight-lined net rent per square foot (operating expenses deducted from gross leases) over the lease term.
(4) Includes tenant improvements, external leasing commissions, and free rent.
(5) Excludes leases executed for spaces that were vacant upon acquisition, new leases in a development property, and leases for spaces that have been vacant for one year or more.
(6) Represents increase in net rent at the end of term paid by the prior tenant compared to net rent at beginning of term paid by the current tenant.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

TOP 20 TENANTS

As of June 30, 2014



	Tenant (1)	Company Share of Annualized Base Rent (2)	Average Remaining Lease Term (Years) (3)
1.	Occidental Oil & Gas Corp.	7%	12
2.	Apache Corporation	3%	5
3.	Invesco Management Group, Inc	3%	10
4.	Deloitte & Touche	2%	10
5.	Transocean Offshore Deepwater	2%	3
6.	American Cancer Society	2%	8
7.	Smith, Gambrell & Russell, LLP	2%	7
8.	Stewart Information Services	2%	2
9.	ExxonMobil Corporation	2%	1
10.	US South Communications	1%	7
11.	CPL Retail Energy, LP	1%	5
12.	Internap Network Services	1%	6
13.	CB Richard Ellis, Inc.	1%	6
14.	Bank of America (4)	1%	3
15.	MedAssets Net Revenue Systems, LLC	1%	1
16.	Northside Hospital	1%	9
17.	FTS International Services, LLC	1%	5
18.	Gulf South Pipeline Company LP	1%	10
19.	Lockton Companies	1%	11
20.	Thompson, Ventulett, Stainback & Associates, Inc.	1%	10
		36%	7

(1)	In some cases, the actual tenant may be an affiliate of the entity shown.
(2)	Annualized Base Rent represents the annualized minimum rent paid by the tenant as of the date of this report. If the tenant is in a free rent period as of the date of this report, Annualized Base Rent represents the annualized minimum contractual rent the tenant will pay in the first month it is required to pay rent.
(3)	Weighted average.
(4)	A portion of the Company's economic exposure for this tenant is limited to a fixed return through a joint venture arrangement.

NOTE:	This schedule includes tenants whose leases have commenced and/or have taken occupancy. Leases that have been signed but have not commenced are excluded from this schedule.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

DEVELOPMENT PIPELINE (1)

As of June 30, 2014

($ in thousands)



Project	Type	Metropolitan Area	Company's Ownership Interest		Project Start Date	Number of Apartment Units/Square Feet	Estimated Project Cost (2)	Project Cost Incurred to Date (2)	Percent Leased		Percent Occupied		Initial Occupancy			Estimated Stabilization (5)

Colorado Tower	Office	Austin, TX	100	%	2Q13	373,000	$126,100	$56,760	51	%	—	%	4Q14	(3	)	4Q15

Emory Point (Phase II)	Mixed	Atlanta, GA	75	%	4Q13		$73,300	$25,162

Apartments						307			—	%	—	%	1Q15	(4	)	1Q16
Retail						45,000			62	%	—	%	2Q15	(4	)	3Q15

(1) This schedule shows projects currently under active development through the point of stabilization. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation is required to derive these costs and the final costs may differ from these estimates. The projected stabilization dates are also estimates and are subject to change as the project proceeds through the development process.

(2) Amount represents 100% of the estimated project cost. Colorado Tower is being funded 100% by the Company and Emory Point Phase II is being funded with a combination of equity from the partners and a $46 million construction loan. Emory Point Phase II will initially be funded by equity contributions until the partners have contributed their required equity amounts. All subsequent funding is expected to come from the Emory Point Phase II construction loan. As of June 30, 2014, $1,000 was outstanding on the Emory Point Phase II construction loan.

(3) Represents the quarter within which the Company estimates the first office square feet to be occupied.

(4) Represents the quarter within which the Company estimates the first apartment/retail space to be occupied.

(5) Stabilization represents the quarter within which the Company estimates it will achieve 90% economic occupancy or one year from Initial Occupancy.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

INVENTORY OF LAND

As of June 30, 2014

($ in thousands)



	Metropolitan Area	Company's Ownership Interest	Developable Land Area (Acres)
COMMERCIAL

Wildwood Office Park	Atlanta	50.00%	42
North Point	Atlanta	100.00%	35
The Avenue Forsyth-Adjacent Land	Atlanta	100.00%	11
Wildwood Office Park	Atlanta	100.00%	10
549 / 555 / 557 Peachtree Street	Atlanta	100.00%	1
Georgia			99

Research Park V	Austin	100.00%	6
Texas			6

Highland City Town Center-Outparcels, Adjacent Land (1) (2) (3)	Lakeland	50.50%	55
Florida			55

The Shops of Lee Village-Outparcels (2) (3)	Nashville	50.50%	5
Tennessee			5

TOTAL COMMERCIAL LAND ACRES HELD			165

COMPANY'S SHARE OF TOTAL ACRES HELD			114

COST BASIS OF COMMERCIAL LAND HELD			$	41,788

COMPANY'S SHARE OF COST BASIS OF COMMERCIAL LAND HELD			$	17,182

RESIDENTIAL (4)

Paulding County	Atlanta	50.00%	5,241
Blalock Lakes	Atlanta	100.00%	2,658
Callaway Gardens (5)	Atlanta	100.00%	218
Georgia			8,117

Padre Island	Corpus Christi	50.00%	15
Texas			15

TOTAL RESIDENTIAL LAND ACRES HELD			8,132

COMPANY'S SHARE OF TOTAL ACRES HELD			5,504

COST BASIS OF RESIDENTIAL LAND HELD			$	24,668

COMPANY'S SHARE OF COST BASIS OF RESIDENTIAL LAND HELD			$	18,959

GRAND TOTAL COMPANY'S SHARE OF ACRES			5,618

GRAND TOTAL COMPANY'S SHARE OF COST BASIS OF LAND HELD			$	36,141

(1) Land is adjacent to an existing retail center and is anticipated to either be sold to a third party or developed as an additional phase of the retail center.

(2) Land relates to outparcels available for sale or ground lease.

(3) This project is owned through a joint venture with a third party who has contributed equity. See Joint Venture Information included herein for further details.

(4) Residential represents land that may be sold to third parties as lots or in large tracts for residential or commercial development.

(5) Company's ownership interest is shown at 100% as Callaway Gardens is owned in a joint venture which is consolidated with the Company. See Joint Venture Information included herein for further details.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

DEBT OUTSTANDING

As of June 30, 2014

($ in thousands)



									Company's Share of Debt Maturities and Principal Payments
Description (Interest Rate Base, if not fixed)	Company's Ownership Interest			Rate End of Quarter		Maturity Date			2014		2015		2016		2017		2018		Thereafter		Total		Company's Share Recourse (1)

CONSOLIDATED DEBT

Floating Rate Debt
Mahan Village (LIBOR + 1.65%; $15mm facility) (3)	100.00	%	(2)	1.81	%	9/12/14	(4	)	$	14,017	$	—	$	—	$	—	$	—	$	—	$	14,017	$	3,504
Credit Facility, Unsecured (LIBOR + 1.10%-1.45%; $500mm facility) (5)	100.00	%		1.26	%	5/28/19			—		—		—		—		—		80,450		80,450		80,450
Total Floating Rate Debt									14,017		—		—		—		—		80,450		94,467		83,954

Fixed Rate Debt
The Points at Waterview	100.00	%		5.66	%	1/1/16			274		573		14,025		—		—		—		14,872		—
The American Cancer Society Center (6)	100.00	%		6.45	%	9/1/17			817		1,741		1,834		127,508		—		—		131,900		—
191 Peachtree Tower	100.00	%		3.35	%	10/1/18			—		—		1,305		2,013		96,682		—		100,000		—
Meridian Mark Plaza	100.00	%		6.00	%	8/1/20			206		430		456		484		514		23,524		25,614		—
Post Oak Central	100.00	%		4.26	%	10/1/20			1,617		3,339		3,485		3,636		3,794		170,855		186,726		—
Promenade	100.00	%		4.27	%	10/1/22			1,328		2,742		2,862		2,986		3,116		99,239		112,273		—
Total Fixed Rate Debt									4,242		8,825		23,967		136,627		104,106		293,618		571,385		—

TOTAL CONSOLIDATED DEBT									$	18,259	$	8,825	$	23,967	$	136,627	$	104,106	$	374,068	$	665,852	$	83,954

UNCONSOLIDATED DEBT

Floating Rate Debt
Emory Point (LIBOR + 1.75%, $61.1mm facility) (7)	75.00	%		1.91	%	10/9/14	(4	)	43,434		—		—		—		—		—		43,434		4,343
Highland City Town Center (LIBOR + 2.65%)	50.50	%	(2)	2.81	%	1/1/16			59		123		4,938		—		—		—		5,120		—
Creek Plantation Village (LIBOR + 2.65%)	50.50	%	(2)	2.81	%	1/1/16			34		71		2,868		—		—		—		2,973		—
Mt. Juliet Village (LIBOR + 2.85%; $9.2mm facility)	50.50	%	(2)	3.01	%	1/1/16			30		62		2,935		—		—		—		3,027		1,538
The Shops of Lee Village (LIBOR + 2.85%; $7.1mm facility)	50.50	%	(2)	3.01	%	1/1/16			27		56		2,648		—		—		—		2,731		1,388
Emory Point II (LIBOR + 1.85%, $46mm facility)	75.00	%		2.01	%	10/9/16			—		—		1		—		—		—		1		1
Total Floating Rate Debt									43,584		312		13,390		—		—		—		57,286		7,270

Fixed Rate Debt
Gateway Village (8)	50.00	%		6.41	%	12/1/16			4,287		8,997		8,768		—		—		—		22,052		—
Terminus 100	50.00	%		5.25	%	1/1/23			582		1,212		1,277		1,346		1,418		60,568		66,403		—
Terminus 200	50.00	%		3.79	%	1/1/23			—		—		559		770		800		38,871		41,000		—
Emory University Hospital Midtown Medical Office Tower	50.00	%		3.50	%	6/1/23			—		357		732		758		785		34,868		37,500		—
Total Fixed Rate Debt									4,869		10,566		11,336		2,874		3,003		134,307		166,955		—

TOTAL UNCONSOLIDATED DEBT									$	48,453	$	10,878	$	24,726	$	2,874	$	3,003	$	134,307	$	224,241	$	7,270

TOTAL DEBT									$	66,712	$	19,703	$	48,693	$	139,501	$	107,109	$	508,375	$	890,093	$	91,224

TOTAL MATURITIES (8)									$	57,450	$	—	$	27,414	$	127,508	$	96,682	$	480,253	$	789,307
% OF MATURITIES									7%		—%		4%		16%		12%		61%		100%

Floating and Fixed Rate Debt Analysis



	Total Debt ($)		Total Debt (%)		Weighted Average Interest Rate		Weighted Average Maturity (Yrs.)
Floating Rate Debt	$	151,753	17	%	1.65	%	2.8
Fixed Rate Debt	738,340		83	%	4.71	%	6.0
Total Debt	$	890,093	100	%	4.19	%	5.5

(1) Non-recourse loans are subject to customary carve-outs.

(2) The ownership percentage of the venture holding these loans and the allocation of results of operations and/or gain or loss on property sales may be disproportionate.

(3) This loan may be extended for two additional one-year terms, provided certain conditions are met.

(4) The Company intends to exercise its option to extend the loan beyond its maturity date.

(5) Total borrowing capacity of the Credit Facility at June 30, 2014 was $500 million. The spread over LIBOR at June 30, 2014 was 1.10%.

(6) The real estate and other assets of this property are restricted under a loan agreement such that these assets are not available to settle other debts of the Company.

(7) This loan may be extended for four additional one-year terms, provided certain conditions are met.

(8) See Joint Venture Information for further details on the Gateway Village venture structure. Based on the structure of the venture and the nature of the related debt, the Company excludes the Gateway Village debt in certain of its leverage calculations.

(9) Maturities include lump sum principal payments due at the maturity date. Maturities do not include scheduled principal payments due prior to the maturity date.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

JOINT VENTURE INFORMATION

As of June 30, 2014



		Cash Flows to Cousins
Unconsolidated Joint Ventures	Properties	Operating	Capital Transactions/Other	GAAP Accounting
Charlotte Gateway Village LLC	Gateway Village	Preferred return on investment of 11.46%.	50% of proceeds after partner receives $66.8 million until a 17% leveraged IRR. Thereafter, 20% of remaining proceeds.	Recognize 11.46% of invested capital each period.
Terminus Office Holdings LLC	Terminus 100, Terminus 200	50% of operating cash flows until partner receives an agreed upon return. Thereafter, receive an additional promoted interest if certain return thresholds are met.	Same as operating cash flows.	Recognize 50% of net income from venture.
CL Realty	Land	50% of operating cash flows.	50% of proceeds.	Recognize 50% of net income from venture.
Cousins Watkins LLC	Mt. Juliet Village, The Shops of Lee Village, Creek Plantation Village, Highland City Town Center	Preferred return of 9%, 39.65% of remaining operating cash flows.	All proceeds until a 16% leveraged IRR. Then, partner receives their unreturned capital. Thereafter, 39.65% of remaining proceeds.	Recognize net income equal to 16% of investment.
Temco Associates LLC	Land	50% of operating cash flows.	50% of proceeds.	Recognize 50% of net income from venture.
EP I LLC	Emory Point (Phase I)	75% of operating cash flows.	75% of proceeds.	Recognize 75% of net income from venture.
EP II LLC	Emory Point (Phase II)	75% of operating cash flows.	75% of proceeds.	Recognize 75% of net income from venture.
Crawford Long-CPI, LLC	Emory University Hospital Midtown Medical Office Tower	50% of operating cash flows.	50% of proceeds.	Recognize 50% of net income from venture.
Wildwood Associates	Land	50% of operating cash flows.	50% of proceeds.	Recognize 50% of net income from venture.

Consolidated Joint Ventures
Cousins/Callaway LLC	Land	The first $2.0 million of cash flows; 77% of the next $17.7 million of cash flows; 50% of remaining cash flows until a IRR of 20%; 40% of remaining cash flows until a 25% IRR; 25% of remainder.	Same as operating cash flow.	Recognize revenues and expenses as if a wholly-owned property. Recognize minority interest based on amounts earned by partner.
Mahan Village LLC	Mahan Village	Preferred return of 9%, 87% of remaining cash flows after partner receives 9% return.	All proceeds until a 16% leveraged IRR. Then 75% of remaining proceeds after partner receives its investment and a 9% preferred return.	Recognize revenues and expenses as if a wholly-owned property. Recognize minority interest based on amounts earned by partner.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
2ND GENERATION TI & LEASING COSTS & BUILDING CAPEX:

TOTAL BY SEGMENT:
OFFICE:
SECOND GENERATION LEASING RELATED COSTS	13,181		2,865		1,524		2,642		5,108		12,139		2,745		5,388		8,133
SECOND GENERATION BUILDING IMPROVEMENTS	1,271		79		1,589		200		1,946		3,814		550		1,929		2,479
	14,453		2,944		3,113		2,842		7,054		15,954		3,295		7,317		10,612
RETAIL:
SECOND GENERATION LEASING RELATED COSTS	605		88		239		133		—		460		—		—		—
TOTAL 2ND GENERATION TI & LEASING COSTS & BUILDING CAPEX	15,058		3,032		3,352		2,976		7,054		16,414		3,295		7,317		10,612

NET OPERATING INCOME:

OFFICE CONSOLIDATED PROPERTIES	63,555		17,525		18,841		25,175		41,083		102,624		42,225		43,666		85,891
RETAIL CONSOLIDATED PROPERTIES	324		392		391		365		151		1,299		402		409		811
NET OPERATING INCOME - CONSOLIDATED	63,879		17,917		19,232		25,540		41,234		103,923		42,627		44,075		86,702

RENTAL PROPERTY REVENUES	114,208		33,125		37,100		47,575		76,620		194,420		77,484		80,034		157,518
RENTAL PROPERTY OPERATING EXPENSES	(50,329	)	(15,208	)	(17,868	)	(22,035	)	(35,386	)	(90,497	)	(34,857	)	(35,959	)	(70,816	)
NET OPERATING INCOME - CONSOLIDATED	63,879		17,917		19,232		25,540		41,234		103,923		42,627		44,075		86,702

INCOME FROM DISCONTINUED OPERATIONS:
RENTAL PROPERTY REVENUES	33,918		3,000		2,940		2,870		1,742		10,552		1,356		967		2,323
RENTAL PROPERTY OPERATING EXPENSES	(10,935	)	(1,194	)	(1,182	)	(1,118	)	(669	)	(4,163	)	(464	)	(402	)	(866	)
NET OPERATING INCOME	22,983		1,806		1,758		1,752		1,073		6,389		892		565		1,457

TERMINATION FEES	3,512		—		—		—		—		—		—		2		2
INTEREST AND OTHER INCOME (EXPENSE)	(3	)	4		(1	)	12		—		15		—		—		—
FFO FROM DISCONTINUED OPERATING PROPERTIES	26,492		1,810		1,757		1,764		1,073		6,404		892		567		1,459

THIRD PARTY MANAGEMENT AND LEASING REVENUES	16,365		74		2		—		—		76		—		—		—
THIRD PARTY MANAGEMENT AND LEASING EXPENSES	(13,675	)	(53	)	(27	)	(14	)	(3	)	(97	)	—		—		—
FFO FROM THIRD PARTY MANAGEMENT AND LEASING	2,690		21		(25	)	(14	)	(3	)	(21	)	—		—		—

FFO FROM DISCONTINUED OPERATIONS	29,182		1,831		1,732		1,750		1,070		6,383		892		567		1,459

DEPRECIATION AND AMORTIZATION OF REAL ESTATE	(13,479	)	(1,053	)	(1,046	)	(492	)	(495	)	(3,086	)	—		—		—
IMPAIRMENT LOSSES	(13,791	)	—		—		—		—		—		—		—		—

INCOME FROM DISCONTINUED OPERATIONS	1,912		778		686		1,258		575		3,297		892		567		1,459

RESIDENTIAL LOT, OUTPARCEL, TRACT AND OTHER INVESTMENT PROPERTY SALES AND COST OF SALES:
CONSOLIDATED:
RESIDENTIAL LOT AND OUTPARCEL SALES - CONSOLIDATED:
RESIDENTIAL LOT SALES	2,616		460		283		155		70		968		—		270		270
OUTPARCEL SALES	—		503		150		—		—		653		—		—		—
TOTAL RESIDENTIAL LOT AND OUTPARCEL SALES	2,616		963		433		155		70		1,621		—		270		270

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th	2013		2014 1st	2014 2nd	2014 YTD
RESIDENTIAL LOT AND OUTPARCEL COST OF SALES - CONSOLIDATED:
RESIDENTIAL LOT COST OF SALES	1,421		460		283		147		65	955		—	270	270
OUTPARCEL COST OF SALES	—		503		150		—		—	653		—	—	—
TOTAL RESIDENTIAL LOT AND OUTPARCEL COST OF SALES-CONSOLIDATED	1,421		963		433		147		65	1,608		—	270	270

TRACT SALES INCLUDED IN GAIN ON SALE OF INVESTMENT PROPERTIES	3,720		243		276		602		24	1,145		160	1,326	1,486
RESIDENTIAL LOT, OUTPARCEL, TRACT AND OTHER INVESTMENT PROPERTY
SALES LESS COST OF SALES - CONSOLIDATED	4,915		243		276		610		29	1,158		160	1,326	1,486

SUMMARY - CONSOLIDATED:
RESIDENTIAL LOT SALES LESS COST OF SALES	1,195		—		—		8		5	13		—	—	—
OUTPARCEL SALES LESS COST OF SALES	—		—		—		—		—	—		—	—	—
TRACT SALES LESS COST OF SALES	3,720		243		276		602		24	1,145		160	1,326	1,486
TOTAL CONSOLIDATED SALES LESS COST OF SALES	4,915		243		276		610		29	1,158		160	1,326	1,486

OTHER SALES AND COST OF SALES:
CONSOLIDATED:
OTHER SALES - CONSOLIDATED:
OTHER SALES	694		340		—		—		—	340		—	—	—
OTHER COST OF SALES	(413	)	(182	)	—		—		37	(145	)	—	—	—
OTHER SALES LESS COST OF SALES - CONSOLIDATED	281		158		—		—		37	195		—	—	—

UNCONSOLIDATED:
OTHER SALES - UNCONSOLIDATED:
OTHER SALES	—		—		—		—		—	—		—	—	—
OTHER COST OF SALES	—		—		—		—		—	—		—	—	—
OTHER, NET	28		10		(8	)	(6	)	—	(4	)	—	42	42
OTHER SALES LESS COST OF SALES - SHARE OF UNCONSOLIDATED	28		10		(8	)	(6	)	—	(4	)	—	42	42
TOTAL OTHER SALES FFO	309		168		(8	)	(6	)	37	191		—	42	42

UNCONSOLIDATED:
RESIDENTIAL LOT AND TRACT SALES - UNCONSOLIDATED:
RESIDENTIAL LOT SALES	—		—		—		—		—	—		—	—	—
OUTPARCEL SALES	—		—		—		475		—	475		—	—	—
TRACT SALES	176		—		—		90		—	90		57	243	300
TOTAL RESIDENTIAL LOT AND TRACT SALES	176		—		—		565		—	565		57	243	300

RESIDENTIAL LOT AND TRACT COST OF SALES - UNCONSOLIDATED:
RESIDENTIAL LOT COST OF SALES	—		—		—		—		—	—		—	—	—
OUTPARCEL COST OF SALES	—		—		—		360		—	360		—	—	—
TRACT COST OF SALES	176		—		—		90		—	90		57	243	300
TOTAL RESIDENTIAL LOT AND TRACT COST OF SALES	176		—		—		450		—	450		57	243	300
RESIDENTIAL LOT AND TRACT SALES LESS COST OF SALES -UNCONSOLIDATED	—		—		—		115		—	115		—	—	—

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD

SUMMARY - UNCONSOLIDATED:
RESIDENTIAL LOT SALES LESS COST OF SALES	—		—		—		—		—		—		—		—		—
OUTPARCEL SALES LESS COST OF SALES	—		—		—		115		—		115		—		—		—
TRACT SALES LESS COST OF SALES	—		—		—		—		—		—		—		—		—
RESIDENTIAL LOT AND TRACT SALES LESS COST OF
SALES - SHARE OF UNCONSOLIDATED	—		—		—		115		—		115		—		—		—
TOTAL RESIDENTIAL LOT AND TRACT SALES LESS COST OF SALES	4,915		243		276		725		29		1,273		160		1,326		1,486

INCOME (LOSS) FROM UNCONSOLIDATED JOINT VENTURES:
NET OPERATING INCOME:
OFFICE PROPERTIES	12,755		3,373		4,206		4,289		4,327		16,195		4,493		4,593		9,086
RETAIL PROPERTIES	10,719		3,031		3,000		2,392		849		9,272		888		874		1,762
OTHER PROPERTIES	122		43		376		861		1,020		2,300		1,118		1,181		2,299
NET OPERATING INCOME	23,596		6,447		7,582		7,542		6,196		27,767		6,499		6,648		13,147
RESIDENTIAL LOT, OUTPARCEL AND TRACT SALES LESS COST OF SALES	—		—		—		115		—		115		—		5		5
OTHER SALES LESS COST OF SALES	28		10		(8	)	(6	)	—		(4	)	—		42		42
TERMINATION FEES	62		19		—		—		—		19		—		72		72
INTEREST EXPENSE	(4,221	)	(1,710	)	(2,332	)	(2,075	)	(1,846	)	(7,963	)	(1,845	)	(1,843	)	(3,688	)
OTHER EXPENSE	(639	)	112		82		187		132		513		28		203		231
DEPRECIATION AND AMORTIZATION OF NON-REAL ESTATE ASSETS	(15	)	(22	)	(24	)	(27	)	39		(34	)	(11	)	(12	)	(23	)
FUNDS FROM OPERATIONS - UNCONSOLIDATED JOINT VENTURES	18,811		4,856		5,300		5,736		4,521		20,413		4,671		5,115		9,786
GAIN ON SALE OF DEPRECIATED INVESTMENT PROPERTIES, NET	30,662		—		—		60,421		(77	)	60,344		(387	)	—		(387	)
DEPRECIATION AND AMORTIZATION OF REAL ESTATE	(10,215	)	(3,204	)	(4,167	)	(3,079	)	(2,985	)	(13,435	)	(2,998	)	(3,088	)	(6,086	)

NET INCOME (LOSS) FROM UNCONSOLIDATED JOINT VENTURES	39,258		1,652		1,133		63,078		1,459		67,322		1,286		2,027		3,313

MARKET CAPITALIZATION
COMMON STOCK PRICE AT PERIOD END	8.35		10.69		10.10		10.29		10.30		10.30		11.47		12.45		12.45
NUMBER OF COMMON SHARES OUTSTANDING AT PERIOD END	104,090		104,127		120,688		189,660		189,666		189,666		198,423		198,474		198,474
COMMON STOCK CAPITALIZATION	869,152		1,113,118		1,218,949		1,951,601		1,953,560		1,953,560		2,275,912		2,471,001		2,471,001

PREFERRED STOCK-SERIES A-PRICE AT LIQUIDATION VALUE	74,827		74,827		—		—		—		—		—		—		—
PREFERRED STOCK-SERIES B-PRICE AT LIQUIDATION VALUE	94,775		94,775		94,775		94,775		94,775		94,775		94,775		—		—
PREFERRED STOCK AT LIQUIDATION VALUE	169,602		169,602		94,775		94,775		94,775		94,775		94,775		—		—

DEBT	425,410		344,832		340,374		642,834		630,094		630,094		587,442		665,852		665,852
SHARE OF UNCONSOLIDATED DEBT	170,480		266,069		281,960		230,280		228,489		228,489		226,574		224,241		224,241
DEBT (2)	595,890		610,901		622,334		873,114		858,583		858,583		814,016		890,093		890,093

TOTAL MARKET CAPITALIZATION	1,634,644		1,893,620		1,936,057		2,919,490		2,906,918		2,906,918		3,184,703		3,361,094		3,361,094

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
LEVERAGE RATIOS
DEBT (2)	595,890		610,901		622,334		873,114		858,583		858,583		814,016		890,093		890,093
TOTAL MARKET CAPITALIZATION	1,634,644		1,893,620		1,936,057		2,919,490		2,906,918		2,906,918		3,184,703		3,361,094		3,361,094
DEBT (2) / TOTAL MARKET CAPITALIZATION	36.5%		32.3%		32.1%		29.9%		29.5%		29.5%		25.6%		26.5%		26.5%

TOTAL ASSETS-CONSOLIDATED	1,124,242		1,096,444		1,200,788		2,263,766		2,273,206		2,273,206		2,294,038		2,280,243		2,280,243
ACCUMULATED DEPRECIATION-CONSOLIDATED	258,258		221,429		245,608		238,297		257,151		257,151		270,753		295,120		295,120
UNDEPRECIATED ASSETS-UNCONSOLIDATED (2)	403,141		575,323		562,475		432,750		441,928		441,928		446,890		492,640		492,640
LESS: INVESTMENT IN UNCONSOLIDATED JOINT VENTURES	(97,868	)	(128,541	)	(127,948	)	(98,183	)	(107,082	)	(107,082	)	(107,106	)	(111,164	)	(111,164	)
TOTAL UNDEPRECIATED ASSETS (2)	1,687,773		1,764,655		1,880,923		2,836,630		2,865,203		2,865,203		2,904,575		2,956,839		2,956,839
DEBT (2)	595,890		610,901		622,334		873,114		858,583		858,583		814,016		890,093		890,093
UNDEPRECIATED ASSETS (2)	1,687,773		1,764,655		1,880,923		2,836,630		2,865,203		2,865,203		2,904,575		2,956,839		2,956,839
DEBT (2) / TOTAL UNDEPRECIATED ASSETS (2)	35.3%		34.6%		33.1%		30.8%		30.0%		30.0%		28.0%		30.1%		30.1%

EBITDA (2)
FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
INTEREST EXPENSE	28,154		6,645		6,573		7,224		9,230		29,672		9,012		8,813		17,825
NON-REAL ESTATE DEPRECIATION AND AMORTIZATION	1,090		205		213		219		150		787		196		213		409
INCOME TAX PROVISION (BENEFIT)	90		1		1		1		(26	)	(23	)	(12	)	(9	)	(21	)
IMPAIRMENT LOSSES	488		—		—		—		—		—		—		—		—
LOSS ON DEBT EXTINGUISHMENT	94		—		—		—		—		—		—		—		—
GAIN ON SALE OF THIRD PARTY BUSINESS	(7,459	)	—		—		(4,531	)	(45	)	(4,576	)	(7	)	—		(7	)
PARTICIPATION INTEREST INCOME	(3,366	)	—		—		—		—		—		—		—		—
ACQUISITION AND RELATED COSTS	794		235		333		6,859		57		7,484		22		149		171
PREFERRED STOCK DIVIDENDS AND ORIGINAL ISSUANCE COSTS	12,907		3,227		5,883		1,777		1,777		12,664		1,777		4,708		6,485
EBITDA (2)	99,284		21,774		27,161		28,775		45,432		123,142		47,170		49,658		96,828

COVERAGE RATIOS (2)
EBITDA	99,284		21,774		27,161		28,775		45,432		123,142		47,170		49,658		96,828
INTEREST EXPENSE	28,154		6,645		6,573		7,224		9,230		29,672		9,012		8,813		17,825
INTEREST COVERAGE RATIO (2)	3.53		3.28		4.13		3.98		4.92		4.15		5.23		5.63		5.43

INTEREST EXPENSE	28,154		6,645		6,573		7,224		9,230		29,672		9,012		8,813		17,825
SCHEDULED PRINCIPAL PAYMENTS	7,769		1,855		1,728		1,528		1,922		7,032		2,445		2,430		4,875
PREFERRED STOCK DIVIDENDS	12,907		3,227		3,227		1,777		1,777		10,008		1,777		1,178		2,955
FIXED CHARGES	48,830		11,727		11,528		10,529		12,929		46,712		13,234		12,421		25,655
EBITDA	99,284		21,774		27,161		28,775		45,432		123,142		47,170		49,658		96,828
FIXED CHARGES COVERAGE RATIO (2)	2.03		1.86		2.36		2.73		3.51		2.64		3.56		4.00		3.77

DEBT (2)	595,890		610,901		622,334		873,114		858,583		858,583		814,016		890,093		890,093
ANNUALIZED EBITDA (3)	99,324		87,096		108,644		115,100		181,728		181,728		188,680		198,632		198,632
DEBT (2) / ANNUALIZED EBITDA (3)	6.00		7.01		5.73		7.59		4.72		4.72		4.31		4.48		4.48

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012		2013 1st		2013 2nd		2013 3rd		2013 4th		2013		2014 1st		2014 2nd		2014 YTD
DIVIDEND RATIOS
REGULAR COMMON DIVIDENDS:
CASH COMMON DIVIDENDS	18,748		4,689		5,431		8,536		8,536		27,192		14,232		14,882		29,114
FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
FFO PAYOUT RATIO	28.2%		40.9%		38.4%		49.6%		24.9%		35.3%		39.3%		41.6%		40.5%

FFO BEFORE CERTAIN CHARGES
FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
PREFERRED STOCK ORIGINAL ISSUANCE COSTS	—		—		2,656		—		—		2,656		—		3,530		3,530
IMPAIRMENT LOSSES (2)	488		—		—		—		—		—		—		—		—
PREDEVELOPMENT & OTHER CHARGES	(1,185	)	—		—		—		—		—		—		—		—
LOSS ON DEBT EXTINGUISHMENT	94		—		—		—		—		—		—		—		—
ACQUISITION AND RELATED COSTS	794		235		333		6,859		57		7,484		22		149		171
GAIN ON SALE OF THIRD PARTY BUSINESS	(7,459	)	—		—		(4,531	)	(45	)	(4,576	)	(7	)	—		(7	)
PARTICIPATION INTEREST INCOME	(3,366	)	—		—		—		—		—		—		—		—
SEPARATION CHARGES	1,985		—		—		520		—		520		84		—		84
FFO BEFORE CERTAIN CHARGES	57,843		11,696		17,147		20,074		34,301		83,218		36,281		39,463		75,744
FFO BEFORE CERTAIN CHARGES PAYOUT RATIO	32.4%		40.1%		31.7%		42.5%		24.9%		32.7%		39.2%		37.7%		38.4%

FAD (2)
FFO	66,492		11,461		14,158		17,226		34,289		77,134		36,182		35,784		71,966
FAS 13	(8,319	)	(2,346	)	(2,204	)	(3,244	)	(5,032	)	(12,826	)	(7,648	)	(5,001	)	(12,649	)
ABOVE AND BELOW MARKET RENTS	493		(185	)	(586	)	(994	)	(2,020	)	(3,785	)	(1,952	)	(2,027	)	(3,979	)
SECOND GENERATION CAPEX	(15,058	)	(3,032	)	(3,352	)	(2,976	)	(7,054	)	(16,414	)	(3,295	)	(7,317	)	(10,612	)
FAD (2)	43,608		5,897		8,016		10,012		20,183		44,109		23,286		21,440		44,726
COMMON DIVIDENDS	18,748		4,689		5,431		8,536		8,536		27,192		14,232		14,882		29,114
FAD PAYOUT RATIO (2)	43.0%		79.5%		67.7%		85.3%		42.3%		61.6%		61.1%		69.4%		65.1%

FAD BEFORE CERTAIN CHARGES
FAD (2)	43,608		5,897		8,016		10,012		20,183		44,109		23,286		21,440		44,726
PREFERRED STOCK ORIGINAL ISSUANCE COSTS	—		—		2,656		—		—		2,656		—		3,530		3,530
IMPAIRMENT LOSSES (2)	488		—		—		—		—		—		—		—		—
PREDEVELOPMENT & OTHER CHARGES	(1,185	)	—		—		—		—		—		—		—		—
LOSS ON DEBT EXTINGUISHMENT	94		—		—		—		—		—		—		—		—
ACQUISITION AND RELATED COSTS	794		235		333		6,859		57		7,484		22		149		171
GAIN ON SALE OF THIRD PARTY BUSINESS	(7,459	)	—		—		(4,531	)	(45	)	(4,576	)	(7	)	—		(7	)
PARTICIPATION INTEREST INCOME	(3,366	)	—		—		—		—		—		—		—		—
SEPARATION CHARGES	1,984		—		—		520		—		520		84		—		84
FAD BEFORE CERTAIN CHARGES	34,958		6,132		11,005		12,860		20,195		50,193		23,385		25,119		48,504
FAD BEFORE CERTAIN CHARGES PAYOUT RATIO	53.6%		76.5%		49.3%		66.4%		42.3%		54.2%		60.9%		59.2%		60.0%

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	2012	2013 1st	2013 2nd	2013 3rd	2013 4th	2013	2014 1st	2014 2nd	2014 YTD
OPERATIONS RATIOS
REVENUES	136,846	38,262	42,521	50,434	79,520	210,737	81,723	84,505	166,228
REVENUES FROM DISCONTINUED OPERATIONS	53,839	3,082	2,951	2,888	1,750	10,671	1,363	975	2,338
REVENUES INCLUDING DISCONTINUED OPERATIONS	190,685	41,344	45,472	53,322	81,270	221,408	83,086	85,480	168,566

GENERAL AND ADMINISTRATIVE EXPENSES	23,208	6,069	4,552	6,635	4,684	21,940	5,611	5,756	11,367
REVENUES INCLUDING DISCONTINUED OPERATIONS	190,685	41,344	45,472	53,322	81,270	221,408	83,086	85,480	168,566
GENERAL AND ADMINISTRATIVE EXPENSES/REVENUES INCLUDING DISCONTINUED OPERATIONS	12.2%	14.7%	10.0%	12.4%	5.8%	9.9%	6.8%	6.7%	6.7%

TOTAL UNDEPRECIATED ASSETS (2)	1,687,773	1,764,655	1,880,923	2,836,630	2,865,203	2,865,203	2,904,575	2,956,839	2,956,839
ANNUALIZED GENERAL AND ADMINISTRATIVE EXPENSES (3) / TOTAL UNDEPRECIATED ASSETS	1.3%	1.4%	1.0%	0.9%	0.7%	0.7%	0.8%	0.8%	0.8%

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CALCULATIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (1)

(in thousands, except per share amounts, percentages and ratios)



	Three Months Ended						Six Months Ended
	June 30, 2014		June 30, 2013		March 31, 2014		June 30, 2014		June 30, 2013
Rental Property Revenues
Same Property	$	25,727	$	25,360	$	25,375	$	51,101	$	50,482
Non-Same Property	64,735		25,905		62,916		127,526		46,160
	$	90,462	$	51,265	$	88,291	$	178,627	$	96,642

Rental Property Operating Expenses
Same Property	$	9,976	$	10,731	$	10,127	$	20,103	$	20,991
Non-Same Property	29,197		11,968		28,150		57,214		20,910
	$	39,173	$	22,699	$	38,277	$	77,317	$	41,901

Rental Property Revenues
Consolidated Properties	$	80,034	$	37,100	$	77,484	$	157,518	$	70,224
Discontinued Operations	967		2,940		1,356		2,323		5,940
Share of Unconsolidated Joint Ventures	9,461		11,225		9,451		18,786		20,478
	$	90,462	$	51,265	$	88,291	$	178,627	$	96,642

Rental Property Operating Expenses
Consolidated Properties	$	35,959	$	17,868	$	34,857	$	70,816	$	33,076
Discontinued Operations	402		1,182		464		866		2,376
Share of Unconsolidated Joint Ventures	2,812		3,649		2,956		5,635		6,449
	$	39,173	$	22,699	$	38,277	$	77,317	$	41,901

Cash Basis Rental Property Revenues
Rental Property Revenues	$	90,462	$	51,265	$	88,291	$	178,627	$	96,642
Less: Straight Line Rent	4,904		2,203		7,648		12,649		4,765
Less: Other	1,620		252		1,582		3,202		145
	$	83,938	$	48,810	$	79,061	$	162,776	$	91,732

Cash Basis Rental Property Revenues
Same Property	$	25,684	$	24,396	$	24,779	$	50,364	$	47,958
Non-Same Property	58,254		24,414		54,282		112,412		43,774
	$	83,938	$	48,810	$	79,061	$	162,776	$	91,732

Cash Basis Rental Property Expenses
Rental Property Operating Expenses	$	39,173	$	22,699	$	38,276	$	77,317	$	41,901
Non-Cash Ground Rent Expense	3		10		3		13		7
	$	39,176	$	22,709	$	38,279	$	77,330	$	41,908

Cash Basis Rental Property Operating Expenses
Same Property	$	9,978	$	10,733	$	10,129	$	20,108	$	20,996
Non-Same Property	29,198		11,976		28,150		57,222		20,912
	$	39,176	$	22,709	$	38,279	$	77,330	$	41,908

(1) Amounts may differ slightly from other schedules contained herein due to rounding.
(2) Includes Company share of unconsolidated joint ventures.
(3) Annualized represents quarter amount annualized.
(4) See reconciliation above within previous pages of the Calculations and Reconciliations of Non-GAAP Financial Measures.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

DISCUSSION OF NON-GAAP FINANCIAL MEASURES



The Company uses non-GAAP financial measures in its filings and other public disclosures. The following is a list of non-GAAP financial measures that the Company commonly uses and a description for each measure of (1) the reasons that management believes the measure is useful to investors and (2) if material, any additional uses of the measure by management of the Company. “2^nd Generation Tenant Improvements and Leasing Costs and Building Capital Expenditures” is used in the valuation and analysis of real estate. Because the Company develops and acquires properties, in addition to operating existing properties, its property acquisition and development expenditures included in the Statements of Cash Flows includes both initial costs associated with developing and acquiring investment assets and those expenditures necessary for operating and maintaining existing properties at historic performance levels. The latter costs are referred to as second generation costs and are useful in evaluating the economic performance of the asset and in valuing the asset. Accordingly, the Company discloses the portion of its property acquisition and development expenditures that pertain to second generation space in its operating properties. The Company excludes from second generation costs amounts incurred to lease vacant space and other building improvements associated with properties acquired for redevelopment or repositioning. “Cash Basis Net Operating Income” represents Net Operating Income excluding straight-line rents, amortization of lease inducements, amortization of acquired above and below market rents, and non-cash ground lease expense. “EBITDA” represents FFO plus consolidated and Company share of unconsolidated interest expense, non-real estate depreciation and amortization, income taxes, impairment losses, predevelopment charges, loss on debt extinguishment, gain on sale of third party business, participation interest income, acquisition and related costs, and preferred stock dividends and original issuance costs. Management believes that EBITDA provides analysts and investors with appropriate information to use in various ratios that evaluate the Company's level of debt. "Funds Available for Distribution” (“FAD”) represents FFO adjusted to exclude the effect of straight-line rent and above and below market lease amortization less 2^nd Generation Tenant Improvements and Leasing Costs and Building Capital Expenditures. Management believes that FAD provides analysts and investors with information that assists in the comparability of the Company's dividend policy with other real estate companies. “FAD Before Certain Charges” represents FAD before preferred share issuance costs write off, non-depreciable impairment losses, predevelopment and other charges, loss on debt extinguishment, acquisition and related costs, gain on sale of third party business, participation interest income and separation charges. Management believes that FAD Before Certain Charges provides analysts and investors with appropriate information related to the Company's core operations and for comparability of the results of its operations and dividend policy with other real estate companies. “Funds From Operations Available to Common Stockholders” (“FFO”) is a supplemental operating performance measure used in the real estate industry. The Company calculates FFO in accordance with the National Association of Real Estate Investment Trusts' (“NAREIT”) definition, which is net income (loss) available to		common stockholders (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of depreciable real property, plus depreciation and amortization of real estate assets, impairment losses on depreciable investment property 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 an equity 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 created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that 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, the Company uses FFO and FFO per share, along with other measures, as a performance measure for incentive compensation to its officers and other key employees. “FFO Before Certain Charges” represents FFO before preferred share issuance costs write off, non-depreciable impairment losses, predevelopment and other charges, loss on debt extinguishment, acquisition and related costs, gain on sale of third party business, participation interest income and separation charges. Management believes that FFO Before Certain Charges provides analysts and investors with appropriate information related to the Company's core operations and for comparability of the results of its operations with other real estate companies. “Net Operating Income” is used by industry analysts, investors and Company management to measure operating performance of the Company's properties. Net Operating Income, which is rental property revenues 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 FFO and 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, management uses only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation and amortization are also excluded from Net Operating Income for the reasons described under FFO above. “Same Property Net Operating Income” represents Net Operating income for those office properties that have been fully operational in each of the comparable reporting periods. A fully operational property is one that achieved 90% economic occupancy for each of the two periods presented or has been substantially complete and owned by the Company for each of the two periods presented and the preceding year. Same-Property Net Operating Income allows analysts, investors and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.

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