8-K

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): June 2, 2015

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 7.01. Regulation FD

On June 2, 2015, Cousins Properties Incorporated (the “Company”) issued a Houston Portfolio Update. A copy of the Company’s Houston Portfolio Update 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.

(c)    Exhibits

Exhibit NumberExhibit Description

99.1            Houston Portfolio Update

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: June 2, 2015

COUSINS PROPERTIES INCORPORATED

By: /s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

EX-99.1

HOUSTON PORTFOLIO UPDATE JUNE 2015

DISCLAIMER Certain matters discussed in this presentation 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, 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; 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; competition from other developers or investors; the loss of key personnel; 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, 2014 and the Company’s current report on from 10-Q for the quarter ended March 31, 2015. 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. Unless otherwise noted, all information in this presentation is as of 3/31/15. 1

TROPHY OFFICE PORTFOLIO 2 Greenway Plaza Date Acquired September 2013 Gross Purchase Price $950MM / $218 PSF % of Replacement Cost 63% % Leased 90% (1) Based on management’s estimate of replacement cost at acquisition (2) As of 3/31/2015 Post Oak Central Date Acquired February 2013 Gross Purchase Price $233MM / $182 PSF % of Replacement Cost 55% % Leased 95% (1) (2) (1) (2)

SIGNIFICANT VALUE CREATION TO DATE Greenway Plaza • Acquired Sept. 2013 at 63% of replacement cost(1) Post Oak Central • Acquired Feb. 2013 at 55% of replacement cost(1) 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 2Q14: Gulf South Pipeline extends to April 2024 3-4Q14: Occidental expands by 91K SF 4Q14: Commenced 3GWP lobby renovation 3Q13: Secured non-recourse mortgage of $189MM 3Q14: Apache expands by 27K SF adding a company café and fitness center 4Q14: Stewart Title extends to September 2019 Approximately 940K SF leasing to date at GWP Approximately 315K SF leasing to date at POC (1) As of 3/31/2015; pro-forma for the Transocean lease renewal (2) Based on management’s estimate of replacement cost at acquisition (3) Weighted average; 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; 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. For early renewals, represents increase in net rent at the end of the term of the original lease compared to net rent at the beginning of the extended term of the lease 3Q14: Completed conference center and “Commons” amenity Increase in cash-basis on 2nd gen. net rent PSF of 35%(3) 3 Increase in cash-basis on 2nd gen. net rent PSF of 49%(3) 1Q15 2Q15 1Q15: Direct Energy extends to May 2023 2Q15: Transocean extends to January 2023

RECENT RENEWAL SUCCESS 4 Customer Renewed RSF (000s) Renewal Executed New Expiration Date Prior Expiration Date Stewart Title 235 December 2014 September 2019 September 2016 Direct Energy 192 February 2015 May 2023 May 2017 / January 2019 Transocean 255 June 2015 January 2023 January 2017 Total 682 (1) Weighted average for Stewart Title, Direct Energy and Transocean renewals, represents increase in net rent at the end of the term of the original lease compared to net rent at the beginning of the extended term of the lease 41%Wtd. avg. increase in cash-basis on 2nd generation net rent PSF(1)

WELL-CAPITALIZED CUSTOMER BASE As of 3/31/2015; Pro-forma for the Transocean lease renewal; % of portfolio based on RSF (1) Current credit rating; based on parent company corporate credit as reported by S&P and Moody’s (2) Fitch Insurer Financial Strength Rating of A- 5 Ten Largest Customers Credit Ratings(1) Wtd. Avg. Lease Term RSF (000s) % of CUZ Houston Office Portfolio % of CUZ Office Portfolio Occidental Petroleum Corp. A / A2 12 961 17% 6% Apache Corp. BBB+ / Baa1 4 524 9% 3% Invesco A / A2 9 391 7% 2% Transocean Ltd. BB+ / Ba1 8 269 5% 2% Stewart Title NR(2) 4 235 4% 1% Direct Energy A- / Baa1 8 192 3% 1% GDF Suez A / A1 5 135 2% 1% Gulf South Pipeline BBB- / Baa2 9 104 2% 1% Camden Property Trust BBB+ / Baa1 10 87 2% 1% W&T Offshore B / BB 8 82 1% 1% Total 8 2,976 53% 19%

198 269 789 702 571 2,594 131 254 364 704 518 3,108 - 500 1,000 1,500 2,000 2,500 3,000 3,500 2015 2016 2017 2018 2019 2020 & Thereafter RS F ( 00 0s) February 2015 June 2015 LIMITED NEAR-TERM EXPIRATIONS As of 3/31/2015; Pro-forma for the Transocean lease renewal (1) Excludes 41K SF leased to Cousins 6 (1) % of CUZ Houston SF Expiring 2.6% 5.0% 7.1% 13.9% 10.2% 61.2% % of CUZ Office SF Expiring 1.0% 1.9% 2.7% 5.3% 3.9% 23.2%

DETAILED 2015-2016 LEASE EXPIRATIONS 7 2015 Houston Expirations Total Expirations 130,675 % of CUZ Houston Office SF Expiring 2.6% % of CUZ Total Office SF Expiring 1.0% Expiring Cash Rent as % Below Market 16.7% Energy Companies SF Expiring 29,799 Energy Companies SF Expiring as a % of Total CUZ Houston Office Portfolio 0.6% 2016 Houston Expirations Total Expirations 253,522 % of CUZ Houston Office SF Expiring 5.0% % of CUZ Total Office SF Expiring 1.9% Expiring Cash Rent as % Below Market 13.6% Energy Companies SF Expiring 27,442 Energy Companies SF Expiring as a % of Total CUZ Houston Office Portfolio 0.5% • Largest expiration totals 25K SF • Only one customer greater than 20K SF expires in 2015 • Largest expiration totals 35K SF • Only one customer greater than 20K SF expires in 2016 (1) (1) Excludes 41K SF of Cousins’ leased space (2) Market Rent and Energy Company’s classification represents management’s estimates (2) (2) (2) (2)