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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-11312
COUSINS PROPERTIES INCORPORATED
(Exact name of registrant as specified in its charter)
Georgia58-0869052
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3344 Peachtree Road NESuite 1800AtlantaGeorgia30326-4802
(Address of principal executive offices)(Zip Code)
(404) 407-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par value per shareCUZNew York Stock Exchange ("NYSE")
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at July 22, 2022
Common Stock, $1 par value per share 151,434,281 shares




Page No.




FORWARD-LOOKING STATEMENTS

Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2021, and as itemized herein. These forward-looking statements include information about the Company's possible or assumed future results of the business and the Company's financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:
guidance and underlying assumptions;
business and financial strategy;
future debt financings;
future acquisitions and dispositions of operating assets or joint venture interests;
future acquisitions and dispositions of land, including ground leases;
future development and redevelopment opportunities, including fee development opportunities;
future issuances and repurchases of common stock, limited partnership units, or preferred stock;
future distributions;
projected capital expenditures;
market and industry trends;
entry into new markets or changes in existing market concentrations;
future changes in interest rates; and
all statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the future — including statements relating to creating value for stockholders.
Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of the Company's future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:
the availability and terms of capital;
the ability to refinance or repay indebtedness as it matures;
the failure of purchase, sale, or other contracts to ultimately close;
the failure to achieve anticipated benefits from acquisitions, investments, or dispositions;
the potential dilutive effect of common stock or operating partnership unit issuances;
the availability of buyers and pricing with respect to the disposition of assets;
changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which the Company operates (including supply and demand changes), particularly in Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and Nashville, including the impact of high unemployment, volatility in the public equity and debt markets, and international economic and other conditions;
the impact of a public health crisis, including the COVID-19 pandemic, and the governmental and third-party response to such a crisis, which may affect the Company's key personnel, the Company's tenants, and the costs of operating the Company's assets;
sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism, which may result in a disruption of day-to-day building operations;
changes to the Company's strategy in regard to the Company's real estate assets, which may require impairment to be recognized;
leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly-developed and/or recently-acquired space, the failure of a tenant to commence or complete tenant improvements on schedule or to occupy leased space, and the risk of declining leasing rates;
changes in the needs of the Company's tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of employees working remotely;
any adverse change in the financial condition of one or more of the Company's tenants;
volatility in interest rates and insurance rates;
inflation and continuing increases in the inflation rate;
competition from other developers or investors;
the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk);
cyber security breaches;
changes in senior management, changes in the Board, and the loss of key personnel;
1



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 meet regulatory requirements;
potential changes to state, local, or federal regulations applicable to the Company's business;
material changes in the rates, or the ability to pay, dividends on common shares or other securities;
potential changes to the tax laws impacting REITs and real estate in general; and
those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.
The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although the Company believes that the plans, intentions, and expectations reflected in any forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions, or expectations will be achieved. 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.
2



PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
June 30, 2022December 31, 2021
 (unaudited) 
Assets:  
Real estate assets: 
Operating properties, net of accumulated depreciation of $971,023 and $874,988 in 2022 and 2021, respectively
$6,630,212 $6,506,910 
Projects under development90,622 174,803 
Land157,680 157,681 
6,878,514 6,839,394 
Cash and cash equivalents4,057 8,937 
Restricted cash1,231 1,231 
Accounts receivable9,688 12,553 
Deferred rents receivable166,654 154,866 
Investment in unconsolidated joint ventures103,215 77,811 
Intangible assets, net151,550 168,553 
Other assets, net65,215 48,689 
Total assets$7,380,124 $7,312,034 
Liabilities:
Notes payable$2,305,637 $2,237,509 
Accounts payable and accrued expenses208,417 224,523 
Deferred income75,226 74,515 
Intangible liabilities, net 57,327 63,223 
Other liabilities100,822 111,864 
Total liabilities2,747,429 2,711,634 
Commitments and contingencies
Equity:
Stockholders' investment:  
Common stock, $1 par value per share, 300,000,000 shares authorized, 154,024,945 and 151,272,969 shares issued and outstanding in 2022 and 2021, respectively
154,025 151,273 
Additional paid-in capital5,627,133 5,549,308 
Treasury stock at cost, 2,584,933 shares in 2022 and 2021
(148,473)(148,473)
Distributions in excess of cumulative net income(1,020,590)(985,338)
 Total stockholders' investment4,612,095 4,566,770 
Nonredeemable noncontrolling interests20,600 33,630 
Total equity4,632,695 4,600,400 
Total liabilities and equity$7,380,124 $7,312,034 
See accompanying notes.
3



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)

Three Months EndedSix Months Ended
June 30,June 30,
 2022202120222021
Revenues:  
Rental property revenues$183,174 $181,766 $366,401 $366,573 
Fee income2,305 4,803 3,693 9,332 
Other201 68 2,484 282 
 185,680 186,637 372,578 376,187 
Expenses:
Rental property operating expenses62,216 63,716 127,093 130,111 
Reimbursed expenses677 398 1,037 766 
General and administrative expenses6,996 7,313 15,059 14,046 
Interest expense16,549 16,656 32,074 33,864 
Depreciation and amortization69,861 71,456 140,605 142,326 
Other425 824 646 1,414 
156,724 160,363 316,514 322,527 
Income from unconsolidated joint ventures5,280 1,795 6,404 3,698 
Gain on sales of investments in unconsolidated joint ventures —  39 
Gain (loss) on investment property transactions28 (9)(41)(26)
Loss on extinguishment of debt(100)— (100)— 
Net income34,164 28,060 62,327 57,371 
Net loss (income) attributable to noncontrolling interests(112)93 (291)(108)
Net income available to common stockholders$34,052 $28,153 $62,036 $57,263 

  
Net income per common share — basic and diluted$0.23 $0.19 $0.42 $0.39 
Weighted average shares — basic148,837 148,665 148,788 148,644 
Weighted average shares — diluted149,142 148,740 149,090 148,716 
See accompanying notes.


4



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands except per share amounts)


Three Months Ended June 30, 2022
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Distributions in
Excess of
Net Income
Stockholders’
Investment
Nonredeemable
Noncontrolling
Interests
Total
Equity
Balance March 31, 2022$151,349 $5,550,718 $(148,473)$(1,005,951)$4,547,643 $35,002 $4,582,645 
Net income— — — 34,052 34,052 112 34,164 
Common stock issued under the ATM, net of issuance costs2,632 100,475 — — 103,107 — 103,107 
Common stock issued pursuant to stock-based compensation44 1,496 — — 1,540 — 1,540 
Amortization of stock based compensation, net of forfeitures— 2,082 — 2,086 — 2,086 
Purchase of interest in consolidated joint venture— (27,638)— — (27,638)(15,749)(43,387)
Contributions from nonredeemable noncontrolling interests— — — — — 1,241 1,241 
Distributions to nonredeemable noncontrolling interests— — — — — (6)(6)
Common dividends ($0.32 per share)
— — — (48,695)(48,695)— (48,695)
Balance June 30, 2022$154,025 $5,627,133 $(148,473)$(1,020,590)$4,612,095 $20,600 $4,632,695 
Three Months Ended June 30, 2021
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Distributions in
Excess of
Net Income
Stockholders’
Investment
Nonredeemable
Noncontrolling
Interests
Total
Equity
Balance March 31, 2021$151,240 $5,543,549 $(148,473)$(1,095,361)$4,450,955 $30,293 $4,481,248 
Net income— — — 28,153 28,153 (93)28,060 
Common stock issued pursuant to stock based
compensation
35 1,300 — — 1,335 — 1,335 
Amortization of stock-based compensation, net of forfeitures(2)1,487 — — 1,485 — 1,485 
Contributions from nonredeemable noncontrolling interests— — — — — 1,687 1,687 
Distributions to nonredeemable noncontrolling interests— — — — — (346)(346)
Common dividends ($0.31 per share)
— — — (46,065)(46,065)— (46,065)
Balance June 30, 2021$151,273 $5,546,336 $(148,473)$(1,113,273)$4,435,863 $31,541 $4,467,404 

See accompanying notes.















5




COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands except per share amounts)


Six Months Ended June 30, 2022
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Distributions in
Excess of
Net Income
Stockholders’
Investment
Nonredeemable
Noncontrolling
Interests
Total
Equity
Balance December 31, 2021$151,273 $5,549,308 $(148,473)$(985,338)$4,566,770 $33,630 $4,600,400 
Net income— — — 62,036 62,036 291 62,327 
Common stock issued under the ATM, net of issuance costs2,632 100,475 — — 103,107 — 103,107 
Common stock issued pursuant to stock based compensation120 490 — — 610 — 610 
Amortization of stock-based compensation, net of forfeitures— 4,498 — 4,502 — 4,502 
Purchase of interest in consolidated joint venture— (27,638)— — (27,638)(15,749)(43,387)
Contributions from nonredeemable noncontrolling interests— — — — — 2,520 2,520 
Distributions to nonredeemable noncontrolling interests— — — — — (92)(92)
Common dividends ($0.64 per share)
— — — (97,292)(97,292)— (97,292)
Balance June 30, 2022$154,025 $5,627,133 $(148,473)$(1,020,590)$4,612,095 $20,600 $4,632,695 
Six Months Ended June 30, 2021
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Distributions in
Excess of
Net Income
Stockholders’
Investment
Nonredeemable
Noncontrolling
Interests
Total
Equity
Balance December 31, 2020$151,149 $5,542,762 $(148,473)$(1,078,304)$4,467,134 $28,404 $4,495,538 
Net income— — — 57,263 57,263 108 57,371 
Common stock issued pursuant to stock-based compensation126 426 — — 552 — 552 
Amortization of stock options,
    restricted stock, and restricted
    stock units, net of forfeitures
(2)3,148 — — 3,146 — 3,146 
Contributions from nonredeemable noncontrolling interests
— — — — — 3,382 3,382 
Distributions to nonredeemable noncontrolling interests
— — — — — (353)(353)
Common dividends ($0.62 per share)
— — — (92,232)(92,232)— (92,232)
Balance June 30, 2021$151,273 $5,546,336 $(148,473)$(1,113,273)$4,435,863 $31,541 $4,467,404 
See accompanying notes.
6



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Six Months Ended June 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income $62,327 $57,371 
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of investment in unconsolidated joint ventures (39)
Loss on investment property transactions41 26 
Depreciation and amortization140,605 142,326 
Amortization of deferred financing costs and premium on notes payable(130)(272)
Equity-classified stock-based compensation expense, net of forfeitures5,292 4,487 
Effect of non-cash adjustments to rental revenues(17,961)(18,378)
Income from unconsolidated joint ventures(6,404)(3,698)
Operating distributions from unconsolidated joint ventures3,161 7,677 
Loss on extinguishment of debt100 — 
Changes in other operating assets and liabilities:
Change in receivables and other assets, net(2,463)(3,383)
Change in operating liabilities, net(26,879)(18,427)
Net cash provided by operating activities157,689 167,690 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Proceeds from investment property sales, net 127,023 
Proceeds from sale of interest in unconsolidated joint ventures, net 43 
Property acquisition, development, and tenant asset expenditures(172,206)(116,009)
Return of capital distributions from unconsolidated joint venture10,752 25,955 
Contributions to unconsolidated joint ventures(31,892)(656)
Net cash provided by (used in) investing activities(193,346)36,356 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Proceeds from credit facility269,500 192,000 
Repayment of credit facility(192,000)(392,400)
Repayment of notes payable(8,436)(8,102)
Common stock issued under the ATM101,668 — 
Payment of deferred financing costs(5,299)(3,014)
Contributions from nonredeemable noncontrolling interests2,520 3,382 
Distributions to nonredeemable noncontrolling interests(92)(353)
Common dividends paid(93,697)(90,649)
Purchase of partners' interest in consolidated joint venture(43,387)— 
Issuance of term loan 350,000 
Repayment of term loan (250,000)
Net cash provided by (used in) financing activities30,777 (199,136)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(4,880)4,910 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD10,168 6,138 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD$5,288 $11,048 
See accompanying notes.
7


COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its operations through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP, and CPLP is consolidated with Cousins for financial reporting purposes. CPLP also owns Cousins TRS Services LLC ("CTRS"), a taxable entity that owns and manages its own real estate portfolio and performs certain real estate-related services for other parties.
Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of June 30, 2022, the Company's portfolio of real estate assets consisted of interests in 18.7 million square feet of office space and 620,000 square feet of other space.
Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of June 30, 2022 and the results of operations for the three and six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The accounting policies employed are substantially the same as those shown in note 2 to the consolidated financial statements included therein.
For the three and six months ended June 30, 2022 and 2021, there were no items of other comprehensive income. Therefore, the Company did not present comprehensive income.    
The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. At June 30, 2022, the Company had no investments or interests in any VIEs.
2. TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY
On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) as follows:
Sold land to NS for $52.5 million.
Executed a Development Agreement with NS whereby the Company receives fees totaling $5.0 million in consideration for development services for NS’s corporate headquarters that has been constructed on the land sold to NS.
Executed a Consulting Agreement with NS whereby the Company receives fees totaling $32.0 million in consideration for consulting services for NS’s corporate headquarters. The Development Agreement and Consulting Agreement are collectively referred to below as the “Fee Agreements.”
Purchased a building from NS (“Promenade Central”) for $82.0 million subject to a three-year market rate lease with NS that covered the entire building and expired December 31, 2021.
The Company sold the land to NS for $5.0 million above its carrying amount, which included $37.0 million of land purchased in 2018, $6.5 million of land purchased in 2019, and $4.0 million of site preparation work. The Company purchased Promenade Central from NS for an amount it determined to be $10.3 million below the building’s fair value.

8


The Company determined that all contracts and transactions associated with NS should be combined for accounting purposes, and the amounts exchanged under the combined contracts should be allocated to the various components of the overall transaction at fair value or market value as discussed below. The Company determined that the purchase of Promenade Central should be recorded at fair value of $92.3 million. The Company determined that the lease with NS at the Promenade Central building was at market value under ASC 842. The land sale was accounted for under ASC 610-20, and no gain or loss was recorded on the derecognition of this non-financial asset as the fair value was determined to equal the carrying amount. Consideration related to various services provided to NS, and accounted for under ASC 606, was determined to be $52.3 million and represents the negotiated market value for the services agreed to by the Company and NS in the contracts. This amount included non-cash consideration of the $10.3 million discount on the purchase of Promenade Central as well as cash consideration of $5.0 million from the land sale contract (difference between fair value and contract amount), $5.0 million from the Development Agreement, and $32.0 million from the Consulting Agreement. Since all of the agreements and contracts above were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables are highly interdependent, the Company determined that the services represent a single performance obligation under ASC 606.
The Company determined that control of the services to be provided is being transferred over time and, thus, the Company must recognize the $52.3 million contract price in revenue as it satisfies the performance obligation. The Company determined that the inputs method of measuring progress of satisfying the performance obligation was the most appropriate method of recognizing revenue for the services component. Therefore, the Company began recognizing revenue in the quarter ended March 31, 2019, and will continue to recognize revenue based upon the time spent by the Company’s employees in providing these services as compared to the total estimated time required to satisfy the performance obligation. During the three months ended June 30, 2022 and 2021, respectively, the Company recognized $1.4 million and $4.2 million in fee income in its consolidated statements of operations related to the services provided to NS. During the six months ended June 30, 2022 and 2021, respectively, the Company recognized $2.2 million and $7.9 million in fee income in its consolidated statements of operations related to the services provided to NS. As of June 30, 2022, the Company had no deferred income related to NS included in the consolidated balance sheet. As of December 31, 2021, the Company had deferred income of $1.8 million related to NS included in the consolidated balance sheet. At June 30, 2022, $1.0 million was remaining to be recognized in revenue related to this performance obligation.
3. REAL ESTATE
Acquisitions
On March 12, 2021, a 95% owned consolidated joint venture acquired a 0.24 acre land parcel in Atlanta for a gross purchase price of $8.0 million.
On April 21, 2022, the Company purchased its partner's 10% joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control and any difference between the purchase price of $43.4 million, which included a promote to our partner related to increases in fair value in excess of cost, and the $15.7 million book value of the outside partner's non-controlling interest is recorded as additional paid in capital in the equity section of the Company's consolidated balance sheet. The Company's consolidated basis in Avalon's assets and liabilities was unchanged by this transaction.
Dispositions
On April 7, 2021, the Company sold Burnett Plaza in Fort Worth for a gross sales price of $137.5 million and recorded a loss of $19,000.
Impairment
The Company tests buildings held for investment, by disposal groups, for impairment whenever changes in circumstances indicate a disposal group’s carrying value may not be recoverable. The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life. When testing for recoverability of value of buildings held for investment, projected cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's held-for-investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life. None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations while under the held-for-investment classification.
The Company also reviews held-for-sale assets, if any, for impairments. If book value is in excess of estimated fair value less estimated selling costs, we impair those assets to fair value less estimated selling costs. There were no held-for-sale buildings impaired during any periods presented in the accompanying statements of operations.
9


The Company also reviews land and projects under development for impairment whenever changes in circumstances indicate the assets' carrying value may not be recoverable. None of the Company's investments in land or projects under development were impaired during any periods presented in the accompanying statement of operations.
The Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, or we shorten our contemplated hold period for any operating buildings.
4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company's unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of June 30, 2022 and December 31, 2021 (in thousands).
SUMMARY OF FINANCIAL POSITION
Total AssetsTotal DebtTotal Equity (Deficit)Company's Investment 
2022202120222021202220212022 2021 
Operating Properties:
AMCO 120 WT Holdings, LLC$83,357 $83,546 $ $— $81,795 $82,739 $15,116 $15,347 
Carolina Square Holdings LP109,891 113,011 132,012 132,654 (36,021)(34,066)(16,927)(1)(15,786)(1)
Crawford Long - CPI, LLC 25,564 24,709 63,744 64,566 (39,897)(40,221)(19,235)(1)(19,356)(1)
Under Development:
Neuhoff Holdings LLC248,003 133,691 43,648 28,390 162,511 93,218 83,805 47,529 
Land:
715 Ponce Holdings LLC8,274 8,150  — 8,248 8,150 4,219 4,165 
HICO Victory Center LP150 16,421  — 150 15,962 75 10,723 
Other:
Other 518  —  11  47 
$475,239 $380,046 $239,404 $225,610 $176,786 $125,793 $67,053 $42,669 
(1) Negative bases are included in deferred income on the consolidated balance sheets.

The information included in the summary of operations table is for the six months ended June 30, 2022 and 2021 (in thousands).
SUMMARY OF OPERATIONS
Total RevenuesNet Income (Loss)Company's Income (Loss)
from Investment
202220212022202120222021
Operating Properties:
AMCO 120 WT Holdings, LLC$5,160 $4,140 $1,397 $(116)$271 $(29)
Carolina Square Holdings LP7,860 8,789 722 1,518 304 704 
Crawford Long - CPI, LLC 6,480 6,369 2,324 2,028 1,091 935 
Under Development:
Neuhoff Holdings LLC69 — 58 — 29 — 
Land:
715 Ponce Holdings LLC138 — 99 — 49 — 
HICO Victory Center LP72 164 6,853 164 4,557 84 
Other:
Other 28 13,946 (12)4,304 103 2,004 
$19,807 $33,408 $11,441 $7,898 $6,404 $3,698 



10


On June 30, 2022, HICO Victory Center LP sold a 3.0 acre land parcel, in Uptown Dallas, held in an unconsolidated joint venture for a gross price of $23.1 million. The Company's share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures on the statements of operations.
In March 2021, Carolina Square Holdings LP ("Carolina Square"), a 50% owned joint venture with NR 123 Franklin LLC ("Northwood Ravin"), issued a non-recourse mortgage note with a principal balance of $135.7 million. Proceeds from the issuance of this mortgage note were used to repay in full its $77.5 million construction loan that was set to mature May 1, 2021 and to make a pro-rata distribution of $26.0 million to each partner. The mortgage loan bears interest at the London Interbank Offered Rate ("LIBOR") plus 1.80% and matures on March 18, 2026.
5. INTANGIBLE ASSETS AND LIABILITIES
At June 30, 2022 and December 31, 2021, intangible assets included the following (in thousands):
20222021
In-place leases, net of accumulated amortization of $129,933 and $134,930
in 2022 and 2021, respectively
$115,148 $129,538 
Below-market ground lease, net of accumulated amortization of $1,660 and
$1,449 in 2022 and 2021, respectively
17,593 17,804 
Above-market rents, net of accumulated amortization of $24,097 and $25,423
in 2022 and 2021, respectively
17,135 19,537 
      Goodwill1,674 1,674 
$151,550 $168,553 

At June 30, 2022 and December 31, 2021, intangible liabilities included the following (in thousands):
20222021
Below-market rents, net of accumulated amortization of $48,426 and $55,079 in 2022 and 2021, respectively
$57,327 $63,223 


Aggregate net amortization expense related to intangible assets and liabilities for the three and six months ended June 30, 2022 was $5.5 million and $11.1 million, respectively. Aggregate net amortization expense related to intangible assets and liabilities for the three and six months ended June 30, 2021 was $8.3 million and $16.3 million, respectively. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows (in thousands):
In-Place 
Leases
Below-Market Ground LeaseAbove-Market RentsBelow-Market
Rents
2022 (six months)$12,775 $200 $2,144 $(5,116)
202323,101 400 3,771 (9,629)
202419,116 400 3,009 (8,908)
202515,387 400 2,015 (8,347)
202612,097 400 1,592 (6,594)
Thereafter32,672 15,793 4,604 (18,733)
$115,148 $17,593 $17,135 $(57,327)
The carrying amount of goodwill did not change during the three and six months ended June 30, 2022 and 2021.








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6. OTHER ASSETS
Other assets on the consolidated balance sheets as of June 30, 2022 and December 31, 2021 included the following (in thousands):
20222021
Predevelopment costs $28,595 $20,677 
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $20,198 and $18,560 in 2022 and 2021, respectively
12,536 13,772 
Prepaid expenses and other assets11,333 6,998 
Lease inducements, net of accumulated amortization of $4,399 and $3,721 in 2022 and 2021, respectively
6,851 5,735 
Credit Facility deferred financing costs, net of accumulated amortization of $6,734 and $5,976 in 2022 and 2021, respectively
5,900 1,507 
$65,215 $48,689 
Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.
Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.
7. NOTES PAYABLE
The following table summarizes the terms of notes payable outstanding at June 30, 2022 and December 31, 2021 ($ in thousands):
DescriptionInterest Rate (1)Maturity (2)20222021
Unsecured Notes:
Term Loan, Unsecured2.63%2024$350,000 $350,000 
Credit Facility, Unsecured2.40%2027306,000 228,500 
2019 Senior Notes, Unsecured3.95%2029275,000 275,000 
2017 Senior Notes, Unsecured3.91%2025250,000 250,000 
2019 Senior Notes, Unsecured3.86%2028250,000 250,000 
2019 Senior Notes, Unsecured3.78%2027125,000 125,000 
2017 Senior Notes, Unsecured4.09%2027100,000 100,000 
1,656,000 1,578,500 
Secured Mortgage Notes:
Fifth Third Center 3.37%2026131,934 133,672 
Colorado Tower3.45%2026110,862 112,150 
Terminus 1005.25%2023109,953 111,678 
Promenade Tower4.27%202287,224 89,052 
Domain 103.75%202475,475 76,412 
Terminus 2003.79%202371,640 72,561 
Legacy Union One4.24%202366,000 66,000 
653,088 661,525 
   $2,309,088 $2,240,025 
Unamortized premium1,995 3,910 
Unamortized loan costs(5,446)(6,426)
Total Notes Payable$2,305,637 $2,237,509 

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

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Credit Facility
Through May 2, 2022, the Company had a $1 billion senior unsecured line of credit (the "Credit Facility") that was scheduled to mature on January 3, 2023. The Credit Facility contained financial covenants that required, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 40%; and an overall leverage ratio of no more than 60%. The Credit Facility also contained customary representations and warranties and affirmative and negative covenants, as well as customary events of default.
The interest rate applicable to the Credit Facility varied according to the Company's leverage ratio and was, at the election of the Company, determined based on either (1) LIBOR plus a spread of between 1.05% and 1.45%, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, or the one-month LIBOR plus 1.0% (the "Base Rate"), plus a spread of between 0.10% and 0.45%, based on leverage. The Company's Credit Facility provided for alternate interest rate calculations based on metrics other than LIBOR, such as the Secured Overnight Financing Rate ("SOFR"), if LIBOR was no longer widely available.
On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date from January 3, 2023, to April 30, 2027, and reducing certain per annum variable interest rate spreads and other fees. The New Facility contains financial covenants consistent with those of the Credit Facility, with the exception of an increase in the secured leverage ratio to no more than 50%.
The interest rate applicable to the New Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.90% and 1.40%, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, or 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage.
At June 30, 2022, the New Facility's spread over Adjusted SOFR was 0.90%. The amount that the Company may draw under the New Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the New Facility was $694.0 million at June 30, 2022. The amounts outstanding under the New Facility may be accelerated upon the occurrence of any events of default. The Company is in compliance with all covenants of the New Facility.
Term Loan
On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "Term Loan") that amended the former term loan agreement. Under the Term Loan, the Company has borrowed $350 million that matures on August 30, 2024 with options to, on up to four successive occasions, extend the maturity date for an additional 180 days. The Term Loan has financial covenants consistent with those of the New Facility, with the exception of a secured leverage ratio of no more than 40%. The interest rate applicable to the Term Loan varies according to the Company’s leverage ratio and may, at the election of the Company, be determined based on either (1) the Eurodollar Rate Loans plus a spread of between 1.05% and 1.65%, (2) the current LIBOR Daily Floating plus a spread of between 1.05% and 1.65%, or (3) the interest rate applicable to Base Rate Loans plus a spread of between 0.05% and 0.65%. At June 30, 2022, the Term Loan's spread over LIBOR was 1.05%. The Company is in compliance with all covenants of the Term Loan. The Term Loan provides for alternate interest rate calculations based on metrics other than LIBOR, such as SOFR, if LIBOR is no longer widely available or should the alternative interest rate prove more favorable.
Unsecured Senior Notes
The Company has unsecured senior notes of $1.0 billion that were funded in five tranches. The first tranche of $100 million is due in 2027 and has a fixed annual interest rate of 4.09%. The second tranche of $250 million is due in 2025 and has a fixed annual interest rate of 3.91%. The third tranche of $125 million is due in 2027 and has a fixed annual interest rate of 3.78%. The fourth tranche of $250 million is due in 2028 and has a fixed annual interest rate of 3.86%. The fifth tranche of $275 million is due in 2029 and has a fixed annual interest rate of 3.95%.
The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The Company is in compliance with all covenants of the unsecured senior notes.
Secured Mortgage Notes
As of June 30, 2022, the Company had $653.1 million outstanding on seven non-recourse mortgage notes. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $1.1 billion were pledged as security, respectively, on these mortgage notes payable.

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Other Debt Information
At June 30, 2022 and December 31, 2021, the estimated fair value of the Company’s notes payable was $2.2 billion and $2.3 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at June 30, 2022 and December 31, 2021. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.
For the three and six months ended June 30, 2022 and 2021, interest expense was recorded as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Total interest incurred$20,140 $18,075 $39,116 $36,595 
Interest capitalized(3,591)(1,419)(7,042)(2,731)
Total interest expense$16,549 $16,656 $32,074 $33,864 
8. OTHER LIABILITIES
Other liabilities on the consolidated balance sheets as of June 30, 2022 and December 31, 2021 included the following (in thousands):
20222021
Ground lease liability$49,386 $49,470 
Prepaid rent31,307 37,174 
Security deposits13,831 12,875 
Restricted stock unit liability1,123 7,314 
Other liabilities5,175 5,031 
$100,822 $111,864 
9. COMMITMENTS AND CONTINGENCIES
Commitments
The Company had outstanding performance bonds totaling $692,000 at June 30, 2022. As a lessor, the Company had $200.2 million in future obligations under leases to fund tenant improvements and other future construction obligations at June 30, 2022.
Litigation
The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.
10.    STOCKHOLDERS' EQUITY
In the third quarter of 2021, the Company entered into an Equity Distribution Agreement with six financial institutions known as an at-the-market stock offering program ("ATM program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the
14


agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.
On June 29, 2022 the Company issued 2.6 million shares of common stock that had been executed under Forward Sales at an average price of $39.92 per share for gross proceeds of $105.1 million. To date the Company has issued 2.6 million shares under the ATM program and has generated cash proceeds of $101.4 million, net of $1.1 million of compensation to be paid with respect to such Forward Sales, $1.7 million of dividends owed during the period the Forward Sales were outstanding, and $900,000 of other transaction related costs. To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in Note 13. The Company did not have any outstanding Forward Sales for the sale of its common stock as of June 30, 2022.
11. REVENUE RECOGNITION
The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:
Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenues; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842.
Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.
For the three and six months ended June 30, 2022, the Company recognized rental property revenues of $183.2 million and $366.4 million, respectively, of which $50.2 million and $103.0 million, respectively, represented variable rental revenue. For the three and six months ended June 30, 2021, the Company recognized rental property revenues of $181.8 million and $366.6 million, respectively, of which $48.2 million and $96.0 million, respectively, represented variable rental revenue.
For the three and six months ended June 30, 2022, the Company recognized fee and other revenue of $2.5 million and $6.2 million, respectively. For the three and six months ended June 30, 2021, the Company recognized fee and other revenue of $4.9 million and $9.6 million, respectively.
15


12. STOCK-BASED COMPENSATION
The Company maintains the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") and the 2021 Employee Stock Purchase Plan ("ESPP") under which the Company has several types of stock-based compensation — restricted stock and restricted stock units ("RSUs") for key employees, and the opportunity for all employees to purchase Company stock through the ESPP.
The Company's compensation expense for the three and six months ended June 30, 2022 relates to restricted stock and RSUs awarded in 2022, 2021, 2020, and 2019 and the ESPP. Compensation expense for the three and six months ended June 30, 2021 relates to restricted stock and RSUs awarded in 2021, 2020, 2019, and 2018. Restricted stock, the 2022 RSUs, 2021 RSUs, and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed. The 2019 and 2018 RSUs are liability-classified awards (settled in cash) for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. For the three and six months ended June 30, 2022 and 2021, stock-based compensation expense, net of forfeitures, was recorded as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Equity-classified awards:
Restricted stock$789 $682 $1,569 $1,314 
Market-based RSUs936 586 2,148 1,359 
Performance-based RSUs312 218 684 474 
Director grants369 223 701 229 
Employee Stock Purchase Plan42 — 94 — 
Total equity-classified award expense, net of forfeitures2,448 1,709 5,196 3,376 
Liability-classified awards
Time-vested RSUs(152)211 (20)373 
Dividend equivalent units4 26 19 52 
Market-based RSUs 657  770 
Performance-based RSUs 151  257 
Total liability-classified award expense, net of forfeitures(148)1,045 (1)1,452 
Total stock-based compensation expense, net of forfeitures$2,300 $2,754 $5,195 $4,828 
Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards is discussed in note 15 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Grants of Equity-Classified Awards
Under the 2019 Plan, in June 2022, the Company granted 44,549 shares of stock with a grant date value of $1.5 million to independent members of the Company's board of directors (the "Board") for their service as members of the Board. These shares vested on the issuance date, and the Company records the related expense over the directors' one year service period.


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13. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021 (in thousands, except per share amounts):
Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Earnings per common share - basic:
Numerator:
      Net income$34,164 $28,060 $62,327 $57,371 
Net income attributable to noncontrolling interests in
CPLP from continuing operations
(6)(5)(12)(11)
      Net income attributable to other noncontrolling interests (106)98 (279)(97)
Net income available to common stockholders$34,052 $28,153 $62,036 $57,263 
Denominator:
Weighted average common shares - basic148,837 148,665 148,788 148,644 
Net income per common share - basic$0.23 $0.19 $0.42 $0.39 
Earnings per common share - diluted:
Numerator:
      Net income$34,164 $28,060 $62,327 $57,371 
Net income attributable to other noncontrolling interests(106)98 (279)(97)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP$34,058 $28,158 $62,048 $57,274 
Denominator:
Weighted average common shares - basic148,837 148,665 148,788 148,644 
     Add:
Potential dilutive common shares - stock options
 —  
Potential dilutive common shares - restricted stock units,
    less shares assumed purchased at market price
280 50 277 45 
Weighted average units of CPLP convertible into
    common shares
25 25 25 25 
Weighted average common shares - diluted149,142 148,740 149,090 148,716 
Net income per common share - diluted$0.23 $0.19 $0.42 $0.39 
Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company's stock and are excluded from the calculation of diluted earnings per share. There were no anti-dilutive stock options for the three and six months ended June 30, 2022 and 2021. The treasury stock method resulted in no dilution related to the Forward Sales outstanding during the three and six months ended June 30, 2022 under the Company's ATM program or from shares expected to be issued under the ESPP.











17


14. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION
Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statement of cash flows, for the six months ended June 30, 2022 and 2021 is as follows (in thousands):
20222021
Interest paid $29,456 $34,159 
Income taxes paid (1) 155 
Non-Cash Activity:
Transfers from projects under development to operating properties141,349 — 
  Transfer from operating properties and related assets and liabilities to assets and
  liabilities of real estate assets held for sale
 249,365 
  Common stock dividends declared and accrued 48,522 46,152 
(1) This represents state income taxes paid in conjunction with gains from sales transactions.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash recorded on the consolidated balance sheets to cash, cash equivalents, and restricted cash in the consolidated statements of cash flows (in thousands):

June 30, 2022December 31, 2021
Cash and cash equivalents$4,057 $8,937 
Restricted cash1,231 1,231 
Total cash, cash equivalents, and restricted cash$5,288 $10,168 
15. REPORTABLE SEGMENTS
The Company's segments are based on the method of internal reporting, which classifies operations by property type and geographical region. The segments by property type are Office and Non-Office. The segments by geographical region are Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets are properties located in Chapel Hill, Houston, Nashville, and Fort Worth (sold in April 2021). Included in Non-Office are retail and apartments in Chapel Hill and Atlanta, as well as the College Street Garage in Charlotte. In the third quarter of 2021, with the sale of the Company's One South at the Plaza office property, the Company reassessed the segment for the College Street Garage and began to treat it as Non-Office for all periods presented. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of property and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.
Company management evaluates the performance of its reportable segments based in part on net operating income (“NOI”). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes fee income, other revenue, corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, gain/loss on extinguishment of debt, transaction costs, and other non-operating items.
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Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands):
Three Months Ended June 30, 2022OfficeNon-OfficeTotal
Revenues:
Atlanta$68,860 $439 $69,299 
Austin59,054 — 59,054 
Charlotte13,929 1,301 15,230 
Dallas4,132 — 4,132 
Phoenix13,533 — 13,533 
Tampa17,216 — 17,216 
Other markets7,622 1,180 8,802 
Total segment revenues184,346 2,920 187,266 
Less: Company's share of rental property revenues from unconsolidated joint ventures(2,473)(1,619)(4,092)
Total rental property revenues$181,873 $1,301 $183,174 

Three Months Ended June 30, 2021OfficeNon-OfficeTotal
Revenues:
Atlanta$65,626 $396 $66,022 
Austin59,677 — 59,677 
Charlotte21,884 591 22,475 
Dallas4,531 — 4,531 
Phoenix12,482 — 12,482 
Tampa14,165 — 14,165 
Other markets9,026 1,530 10,556 
Total segment revenues187,391 2,517 189,908 
Less: Company's share of rental property revenues from unconsolidated joint ventures(6,216)(1,926)(8,142)
Total rental property revenues$181,175 $591 $181,766 














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Six Months Ended June 30, 2022OfficeNon-OfficeTotal
Revenues:
Atlanta$136,875 $861 $137,736 
Austin120,278 — 120,278 
Charlotte27,433 2,286 29,719 
Dallas8,328 — 8,328 
Phoenix26,963 — 26,963 
Tampa34,140 — 34,140 
Other markets14,949 2,539 17,488 
Total segment revenues368,966 5,686 374,652 
Less: Company's share of rental property revenues from unconsolidated joint ventures(4,851)(3,400)(8,251)
Total rental property revenues$364,115 $2,286 $366,401 

Six Months Ended June 30, 2021OfficeNon-OfficeTotal
Revenues:
Atlanta$130,502 $670 $131,172 
Austin117,710 — 117,710 
Charlotte43,051 1,152 44,203 
Dallas9,014 — 9,014 
Phoenix25,220 — 25,220 
Tampa28,736 — 28,736 
Other markets23,123 2,775 25,898 
Total segment revenues377,356 4,597 381,953 
Less: Company's share of rental property revenues from unconsolidated joint ventures(11,935)(3,445)(15,380)
Total rental property revenues$365,421 $1,152 $366,573 

NOI by reportable segment for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands):
Three Months Ended June 30, 2022OfficeNon-OfficeTotal
Net Operating Income:
Atlanta$46,506 $250 $46,756 
Austin36,565 — 36,565 
Charlotte10,246 972 11,218 
Dallas3,191 — 3,191 
Phoenix9,868 — 9,868 
Tampa10,643 — 10,643 
Other markets4,145 665 4,810 
Total Net Operating Income$121,164 $1,887 $123,051 

20


Three Months Ended June 30, 2021OfficeNon-OfficeTotal
Net Operating Income:
Atlanta$43,115 $159 $43,274 
Austin35,955 — 35,955 
Charlotte15,688 175 15,863 
Dallas3,571 — 3,571 
Phoenix8,928 — 8,928 
Tampa8,919 — 8,919 
Other markets5,254 941 6,195 
Total Net Operating Income$121,430 $1,275 $122,705 

Six Months Ended June 30, 2022OfficeNon-OfficeTotal
Net Operating Income:
Atlanta$90,679 $485 $91,164 
Austin72,932 — 72,932 
Charlotte20,258 1,615 21,873 
Dallas6,498 — 6,498 
Phoenix18,843 — 18,843 
Tampa21,334 — 21,334 
Other markets8,440 1,574 10,014 
Total Net Operating Income$238,984 $3,674 $242,658 

Six Months Ended June 30, 2021OfficeNon-OfficeTotal
Net Operating Income:
Atlanta$86,218 $253 $86,471 
Austin70,232 — 70,232 
Charlotte30,685 435 31,120 
Dallas7,122 — 7,122 
Phoenix17,953 — 17,953 
Tampa18,321 — 18,321 
Other markets12,795 1,815 14,610 
Total Net Operating Income$243,326 $2,503 $245,829 










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The following reconciles Net Operating Income to net income for each of the periods presented (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Net Operating Income$123,051 $122,705 $242,658 $245,829 
Net operating income from unconsolidated joint ventures(2,542)(5,437)(5,261)(10,191)
Fee income2,305 4,803 3,693 9,332 
Termination fee income449 782 1,911 824 
Other income201 68 2,484 282 
Reimbursed expenses(677)(398)(1,037)(766)
General and administrative expenses(6,996)(7,313)(15,059)(14,046)
Interest expense(16,549)(16,656)(32,074)(33,864)
Depreciation and amortization(69,861)(71,456)(140,605)(142,326)
Other expenses(425)(824)(646)(1,414)
Income from unconsolidated joint ventures5,280 1,795 6,404 3,698 
Gain on sales of investments in unconsolidated joint ventures —  39 
Gain (loss) on investment property transactions28 (9)(41)(26)
Loss on extinguishment of debt(100)$— (100)— 
Net income$34,164 $28,060 $62,327 $57,371 


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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview of 2022 Performance and Company and Industry Trends
Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or REIT. Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create value for our stockholders through ownership of the premier urban office portfolio in the Sun Belt markets, with a particular focus on Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and Nashville. This strategy is based on a disciplined approach to capital allocation that includes asset acquisitions, selective development projects, and timely dispositions of non-core assets. This strategy is also based on a simple, flexible, and low-leveraged balance sheet that allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we leverage our strong local operating platforms within each of our major markets.
During the quarter, we leased or renewed 588,000 square feet of office space, including 264,000 square feet of new and expansion leases, representing 45% of total leasing activity. Straight-line basis net rent per square foot increased 27.2% for those office spaces that were under lease within the past year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties decreased 2.2% between the three months ended June 30, 2022 and 2021.
On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recast the previous credit facility extending the maturity date from January 3, 2023 to April 30, 2027 and reducing certain per annum variable interest rate spreads and other fees, among other things.
On April 21, 2022, we purchased our partner's 10% joint venture interest in Avalon, which consists of both the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control, and any difference between the purchase price of $43.4 million and the $15.7 million book value of the outside partner's non-controlling interest on our consolidated balance sheet is recorded in additional paid in capital in the equity section of our balance sheet. The consolidated basis in Avalon's assets and liabilities will remain unchanged from this transaction.
On June 30, 2022, one of our unconsolidated joint ventures sold a 3.0 acre land parcel in Uptown Dallas. Our share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures in our consolidated statements of operations.
As noted above, we continue to execute new, renewal, and expansion leases with net rent increases during this current period of several socio-economic challenges. As it relates to the lingering COVID-19 pandemic specifically, our buildings and parking facilities have remained open for business, while the usage of our assets remains lower than pre-pandemic levels. Ongoing usage of our assets could also be negatively impacted by customer behavior, such as the social acceptance and perceived economic benefits of hybrid work arrangements. Policies and practices of employers regarding these arrangements continue to evolve, but we believe our customers will prioritize a culture that fosters collaboration, innovation, and productivity and that our customers will accordingly expect their employees to be present in person on a more consistent basis within our high-quality and well-amenitized properties. Although difficult to estimate, we currently expect usage will gradually increase throughout the remainder of 2022, and this is expected to result in increases in parking revenue as well as increases in certain operating expenses. Factors that could cause actual results to differ materially from our current expectations are set forth under "Disclosure Regarding Forward Looking Statements."
Results of Operations For The Three and Six Months Ended June 30, 2022
General
Net income available to common stockholders for the three and six months ended June 30, 2022 was $34.1 million and $62.0 million, respectively. For the three and six months ended June 30, 2021, the net income available to common stockholders was $28.2 million and $57.3 million, respectively. We detail below material changes in the components of net income available to common stockholders for the three and six months ended June 30, 2022 compared to 2021.
Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income
The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. A stabilized property is one that has achieved 90% economic occupancy or has been substantially complete and owned by us for one year. Same Property amounts for the 2022 versus 2021 comparison are from properties that were stabilized and owned as of January 1, 2021 through June 30, 2022.
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We use Net Operating Income ("NOI"), a non-GAAP financial measure, to assess the operating performance of our properties. NOI is also widely used by industry analysts and investors to evaluate performance. NOI, which is rental property revenues (excluding termination fees) less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. Certain items, such as interest expense, while included in net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation, amortization, and impairment are also excluded from NOI. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.
Rental property revenues, rental property operating expenses, and NOI changed between the 2022 and 2021 periods as follows ($ in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20222021$ Change% Change20222021$ Change% Change
Rental Property Revenues
Same Property$158,536 $163,051 $(4,515)(2.8)%$319,112 $324,616 $(5,504)(1.7)%
Non-Same Property24,189 17,933 6,256 34.9 %45,378 41,133 4,245 10.3 %
182,725 180,984 1,741 1.0 %364,490 365,749 (1,259)(0.3)%
Termination Fee Income449 782 (333)1,911 824 1,087 
Total Rental Property Revenues$183,174 $181,766 $1,408 $366,401 $366,573 $(172)
Rental Property Operating Expenses
Same Property$54,674 $56,967 $(2,293)(4.0)%$113,017 $114,108 $(1,091)(1.0)%
Non-Same Property7,542 6,749 793 11.7 %14,076 16,003 (1,927)(12.0)%
Total Rental Property Operating Expenses$62,216 $63,716 $(1,500)(2.4)%$127,093 $130,111 $(3,018)(2.3)%
Net Operating Income
Same Property NOI$103,862 $106,084 $(2,222)(2.1)%$206,095 $210,508 $(4,413)(2.1)%
Non-Same Property NOI16,647 11,184 5,463 48.8 %31,302 25,130 6,172 24.6 %
Total NOI$120,509 $117,268 $3,241 2.8 %$237,397 $235,638 $1,759 0.7 %
Same Property Rental Property Revenues decreased for the three and six months ended June 30, 2022 compared to the same period in the prior year primarily due to a decrease in economic occupancy at our 3350 Peachtree and Promenade Tower office properties while under redevelopment.
Same Property Operating Expenses decreased for the three and six months ended June 30, 2022 compared to the same period in the prior year primarily due to a decrease in real estate taxes and a decrease in expenses at our 3350 Peachtree and Promenade Tower office properties while under redevelopment, partially offset by an increase in expenses related to higher physical occupancy at our properties.
Non-Same Property Rental Property Revenues increased for the three and months ended June 30, 2022 compared to the same period in the prior year primarily due to the following: the 2021 acquisitions of 725 Ponce and Heights Union; the consolidation of 300 Colorado upon purchase of our partners' interests in the venture in the fourth quarter of 2021, which was partially offset by the 2021 sales of Burnett Plaza, 816 Congress, and One South at the Plaza; and the 2022 commencement of a full building redevelopment project at Promenade Central.
Termination Fee income increased $1.1 million for the six months ended June 30, 2022 compared to the same period in the prior year due to the timing of termination notices and expected move outs.
Fee Income and Other Income
Fee income decreased $2.5 million, or 52.0%, and $5.6 million, or 60.4%, for the three and six months ended June 30, 2022 compared to the same periods in the prior year. The decreases are due to declining development activities as we near the completion of the Norfolk Southern transactions described in note 2 to the unaudited condensed consolidated financial statements in this Form 10-Q.
General and Administrative Expenses
General and administrative expenses increased $1.0 million, or 7.2%, for the six months ended June 30, 2022 compared to the same period in the prior year. This increase is primarily driven by changes in stock compensation expense and increases in other employee compensation expense.


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Interest Expense
Interest expense, net of amounts capitalized, decreased $1.8 million, or 5.3%, for the six months ended June 30, 2022, compared to the same period in the prior year. This decrease is primarily due to increased capitalized expense as a result of development and redevelopment activities, partially offset by an increase in interest rates, an increase in average outstanding balances on our line of credit, and the increase in size of our Term Loan in June 2021.
Depreciation and Amortization
Depreciation and amortization changed between the 2022 and 2021 periods as follows ($ in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20222021$ Change% Change20222021$ Change% Change
Depreciation and Amortization
Same Property$60,872 $63,833 $(2,961)(4.6)%$122,647 $127,113 $(4,466)(3.5)%
Non-Same Property8,831 7,465 1,366 18.3 %17,645 14,898 2,747 18.4 %
Non-Real Estate Assets158 158 — — %313 315 (2)(0.6)%
Total Depreciation and Amortization$69,861 $71,456 $(1,595)(2.2)%$140,605 $142,326 $(1,721)(1.2)%

Same Property depreciation and amortization decreased between the 2022 and 2021 three and six month periods primarily due to a decrease related to the intangible in-place lease assets recognized upon the acquisition of properties. These assets are being amortized over the remainder of the lease term as of the date of acquisition, and an increasing number of those leases have reached their expiration.
Non-Same Property depreciation and amortization increased between the 2022 and 2021 three and six month periods primarily due to the following: the 2021 acquisitions of 725 Ponce and Heights Union; the consolidated of 300 Colorado upon purchase of our partners' interests in the venture in the fourth quarter of 2021, partially offset by the 2021 sales of 816 Congress and One South at the Plaza; and the 2022 commencement of a full building redevelopment project at our Promenade Central operating property.
Income from Unconsolidated Joint Ventures
Income from unconsolidated joint ventures consisted of the Company's share of the following ($ in thousands):
Three Months Ended June 30,Six Months Ended June 30,
20222021$ Change% Change20222021$ Change% Change
Net operating income$2,542 $5,437 $(2,895)(53.2)%$5,261 $10,191 $(4,930)(48.4)%
Other income, net78 34 44 129.4 %100 63 37 58.7 %
Gain on sale of undepreciated property4,500 — 4,500 N/A4,500 — 4,500 N/A
Depreciation and amortization(1,111)(2,810)1,699 (60.5)%(2,235)(5,175)2,940 (56.8)%
Interest expense(689)(863)174 (20.2)%(1,306)(1,378)72 (5.2)%
Net gain (loss) on sale of investment property(40)(3)(37)1,233.3 %84 (3)87 (2,900.0)%
Income from unconsolidated joint ventures$5,280 $1,795 $3,485 194.2 %$6,404 $3,698 $2,706 73.2 %
Income from unconsolidated joint ventures increased between the 2022 and 2021 three and six month periods primarily due to the gain from the sale of a 3.0 acre land parcel in Uptown Dallas in June 2022 partially offset by a decrease in net operating income due to the sale of our interest in the Dimensional Place joint venture in September 2021.
Funds From Operations
The table below shows Funds from Operations (“FFO”) and the related reconciliation to net income available to common stockholders. We calculate FFO in accordance with the Nareit definition, which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle, and gains on sale or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally
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beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees.
The reconciliation of net income to FFO is as follows for the three and six months ended June 30, 2022 and 2021 (in thousands, except per share information):
 Three Months Ended June 30,
20222021
DollarsWeighted Average Common SharesPer Share AmountDollarsWeighted Average Common SharesPer Share Amount
Net Income Available to Common Stockholders$34,052 148,837$0.23 $28,153 148,665 $0.19 
Noncontrolling interest related to unitholders 6 25 25 — 
Conversion of unvested restricted stock units 280 — 50 — 
Net Income — Diluted 34,058 149,1420.23 28,158 148,740 0.19 
Depreciation and amortization of real estate assets:
Consolidated properties69,703  0.47 71,299 — 0.48 
Share of unconsolidated joint ventures1,111   2,810  0.02 
Partners' share of real estate depreciation(153)  (228)— — 
Loss (gain) on sale of depreciated properties:
Consolidated properties(28)  — — 
Share of unconsolidated joint ventures40   — — 
Funds From Operations$104,731 149,142 $0.70 $102,051 148,740 $0.69 

Six Months Ended June 30,
20222021
DollarsWeighted Average Common SharesPer Share AmountDollarsWeighted Average Common SharesPer Share Amount
Net Income Available to Common Stockholders$62,036 148,788$0.42 $57,263 148,644 $0.39 
Noncontrolling interest related to unitholders 12 25 11 25 — 
Conversion of stock options  — — 
Conversion of unvested restricted stock units 277 — 45 — 
Net Income — Diluted62,048 149,090 0.42 57,274 148,716 0.39 
Depreciation and amortization of real estate assets:
Consolidated properties140,292  0.94 142,011 — 0.95 
Share of unconsolidated joint ventures2,235  0.01 5,175 — 0.03 
Partners' share of real estate depreciation(376)  (439)— — 
Loss (gain) on sale of depreciated properties:
Consolidated properties41   26 — — 
Share of unconsolidated joint ventures(84)  — — 
Investments in unconsolidated joint ventures   (39)— — 
Funds From Operations$204,156 149,090 $1.37 $204,011 148,716 $1.37 





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Net Operating Income

Company management evaluates the performance of its property portfolio, in part, based on NOI. NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, and other non-operating items.
The following table reconciles NOI for consolidated properties to net income for each of the periods presented (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Net income$34,164 $28,060 $62,327 $57,371 
Net operating income from unconsolidated joint ventures2,542 5,437 5,261 10,191 
Fee income(2,305)(4,803)(3,693)(9,332)
Termination fee income(449)(782)(1,911)(824)
Other income(201)(68)(2,484)(282)
Reimbursed expenses677 398 1,037 766 
General and administrative expenses6,996 7,313 15,059 14,046 
Interest expense16,549 16,656 32,074 33,864 
Depreciation and amortization69,861 71,456 140,605 142,326 
Other expenses425 824 646 1,414 
Income from unconsolidated joint ventures(5,280)(1,795)(6,404)(3,698)
Gain on sale of investment in unconsolidated joint ventures —  (39)
(Gain) loss on investment property transactions(28)41 26 
Loss on extinguishment of debt100 — 100 — 
Net Operating Income$123,051 $122,705 $242,658 $245,829 
Liquidity and Capital Resources
Our primary short-term and long-term liquidity needs include the following:
property and land acquisitions;
expenditures on development and redevelopment projects;
building improvements, tenant improvements, and leasing costs;
principal and interest payments on indebtedness;
general and administrative costs; and
common stock dividends and distributions to outside unitholders of CPLP.
We may satisfy these needs with one or more of the following:
cash and cash equivalents on hand;
net cash from operations;
proceeds from the sale of assets;
borrowings under our Credit Facility;
proceeds from mortgage notes payable;
proceeds from construction loans;
proceeds from unsecured loans;
proceeds from offerings of equity securities; and
joint venture formations.
As of June 30, 2022, we had $306.0 million drawn under the New Facility with the ability to borrow the remaining $694.0 million, as well as $4.1 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.

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Other Debt Information
On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date to April 30, 2027 and reducing certain variable interest rate spreads and other fees. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.
In June 2021, we entered into an Amended and Restated Term Loan Agreement (the "Term Loan") that amended the former term loan agreement. Under the Term Loan, we have borrowed $350 million that matures on August 30, 2024, with options to, on up to four successive occasions, extend the maturity date for an additional 180 days. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.
Our existing mortgage debt is comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. We expect to either refinance the non-recourse mortgages at maturity or repay the mortgages with proceeds from asset sales, debt, or other capital resources. We are in compliance with all covenants of our existing non-recourse mortgages, New Facility, unsecured senior notes, and $350 million unsecured term loan.
72% of our debt bears interest at a fixed rate. Some of our variable-interest debt instruments, including our Term Loan, may use LIBOR as a benchmark for establishing the rate. The London Interbank Offered Rate ("LIBOR") has been the subject of regulatory guidance and proposals for reform, and in July 2017, the United Kingdom's Financial Conduct Authority ("FCA") (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA announced that it now intends to cease the US dollar LIBOR setting on June 30, 2023. These reforms may cause LIBOR to no longer be provided or to perform differently than in the past. Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the establishment of one or more alternative benchmark rates. Effective with the recast mentioned above, our New Facility now uses the Secured Overnight Financing Rate ("SOFR") as a benchmark rate in calculating interest. If LIBOR is no longer widely available, or otherwise at our option, our variable-interest debt instruments, including our Term Loan, provide for alternate interest rate calculations, based on metrics other than LIBOR, including the SOFR.
There can be no assurances as to what alternative interest rates may be and whether such interest rates will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the planned phasing out of US dollar LIBOR after 2023 and work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition but can provide no assurances regarding the impact of the discontinuation of LIBOR.
Future Capital Requirements
To meet capital requirements for future investment activities over the long-term, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio. We expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments as well as utilize construction facilities for some development assets, if available and under appropriate terms.
We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, depository shares, or the issuance of CPLP limited partnership units.
Our business model also includes raising or recycling capital, which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.





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Cash Flows
We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table sets forth the changes in cash flows (in thousands):
Six Months Ended June 30,
20222021Change
Net cash provided by operating activities$157,689 $167,690 $(10,001)
Net cash provided by (used in) investing activities(193,346)36,356 (229,702)
Net cash provided by (used in) financing activities30,777 (199,136)229,913 

The reasons for significant increases and decreases in cash flows between the periods are as follows:
Cash Flows from Operating Activities. Cash flows provided by operating activities decreased $10.0 million between the 2022 and 2021 six month periods primarily due to timing of receipt of prepaid rents from tenants and a decrease in cash provided by operating distributions from unconsolidated joint ventures driven by the sale of our interest in the Dimensional Fund Advisors joint venture in July 2021.
Cash Flows from Investing Activities. Cash flows used in investing activities increased $229.7 million between the 2022 and 2021 six month periods primarily due to the 2021 sale of Burnett Plaza, 2022 redevelopment activity at two of our operating properties, including a full building redevelopment of Promenade Central; pro-rata contributions to the Neuhoff Holdings LLC joint venture to fund the development of the Neuhoff mixed use project that commenced in third quarter 2021; the purchase of our partner's 10% interest in the Avalon office properties in April 2022; and a first quarter 2021 pro-rata distribution of proceeds from a mortgage note issuance from our Carolina Square Holdings LP joint venture.
Cash Flows from Financing Activities. Cash flows provided by financing activities increased $229.9 million between the 2022 and 2021 six month periods primarily due to the settlement of forward contracts sold under our Equity Distribution Agreement known as at-the-market stock offering program ("ATM program") and an increase in net borrowings on our New Facility.
Capital Expenditures. We incur costs related to our real estate assets that include acquisition of properties, development of new properties, redevelopment of existing or newly purchased properties, leasing costs (including tenant improvements) for new or replacement tenants, and ongoing property repairs and maintenance.
Capital expenditures for assets we develop or acquire and then hold and operate are included in the property acquisition, development, and tenant asset expenditures line item within investing activities on the consolidated statements of cash flows. Amounts accrued are removed from the table below (accrued capital adjustment) to show the components of these costs on a cash basis. Components of costs included in this line item for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands):
 Six Months Ended June 30,
 20222021
Operating — building improvements$76,207 $35,369 
Development57,815 38,428 
Operating — leasing costs23,722 22,804 
Capitalized interest7,041 2,730 
Capitalized personnel costs 4,249 3,107 
Change in accrued capital expenditures3,172 5,398 
Purchase of land held-for-investment 8,173 
Total property acquisition, development, and tenant asset expenditures$172,206 $116,009 
Capital expenditures increased $56.2 million between the 2022 and 2021 periods primarily due to 2022 redevelopment activities at two of our operating properties and the start of the Domain 9 development project in the April 2021, partially offset by a land purchase in March 2021.




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The amounts of tenant improvement and leasing costs for our office portfolio on a per square foot basis for the three months ended June 30, 2022 and 2021 were as follows:
20222021
New leases$11.86$8.52
Renewal leases$7.17$6.66
Expansion leases$9.17$11.13
The amounts of tenant improvement and leasing costs on a per square foot basis vary by lease and by market.
Dividends. We paid common dividends of $93.7 million and $90.6 million in the six months ended June 30, 2022 and 2021, respectively. We expect to fund our future quarterly common dividends with cash provided by operating activities, also using proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity securities, if necessary.
On a quarterly basis, we review the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under credit agreements that could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.
Off Balance Sheet Arrangements
General. We have a number of off balance sheet joint ventures with varying structures, as described in note 8 of our 2021 Annual Report on Form 10-K and note 4 of this Form 10-Q. The joint ventures in which we have an interest are involved in the ownership, acquisition, and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds, if possible. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request.
Debt. At June 30, 2022, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $239.4 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In addition, in certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.
Critical Accounting Policies
There have been no material changes in the critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the market risk associated with our notes payable at June 30, 2022 compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 4.    Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation, we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
Item 1.    Legal Proceedings.
Information regarding legal proceedings is described under the subheading "Litigation" in note 9 to the unaudited condensed consolidated financial statements set forth in this Form 10-Q.
Item 1A. Risk Factors.
Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
For information on our equity compensation plans, see note 16 of our Annual Report on Form 10-K, and note 12 to the unaudited condensed consolidated financial statements set forth in this Form 10-Q. We did not make any sales of unregistered securities or purchase any common shares during the second quarter of 2022.
Item 5.    Other Information.
Amendments to Articles of Incorporation or Bylaws
The Board periodically reviews the Company's governance documents, including the Company's Amended and Restated Bylaws. On July 26, 2022, the Board approved an amendment and restatement of the Company's Bylaws, effective immediately, in order to, among other things:
Revise and update to specifically permit the Company to hold virtual or hybrid meetings of the shareholders;
Revise and update references to the standing committees of the Company, reflecting the division, effective April 26, 2022, of the previously denominated Compensation, Succession, Nominating & Governance Committee into three committees: the Compensation & Human Capital Committee, the Nominating & Governance Committee, and the Sustainability Committee;
Revise and update to clarify that the members of each of the standing committees and the chair thereof shall be elected at the annual meeting of the Board, and vacancies within any standing committee may be filled by the Board;
Clarify the procedures to apply in the event of an emergency; and
Make certain other updates, clarifications, and ministerial and conforming changes.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.2.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

31


Item 6. Exhibits.
 
   
 
 
   
 
   
Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorporated, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C issuer, Bank of America, N.A., as Administrative Agent and an L/C Issuer, Truist Bank, as an L/C Issuer, Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., U.S. Bank National Association, Wells Fargo Bank, National Association, and TD Bank , National Association, as Documentation Agents, and the Other Lenders Party Hereto BofA Securities, Inc. and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agents J.P. Morgan Chase Bank, N.A., BofA Securities, Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(g) to the Registrant's Current Report on Form 8-K filed on May 2, 2022, and incorporated herein by reference.
 †
   
 †
   
 †
   
 †
   
101 †The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.
104 †Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).
 †Filed herewith.
32


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 COUSINS PROPERTIES INCORPORATED
 
 /s/ Gregg D. Adzema
 Gregg D. Adzema 
 Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer) 
Date: July 28, 2022

33
Exhibit 3.2.1

BYLAWS OF
COUSINS PROPERTIES INCORPORATED

(Amended and Restated as of July 26, 2022)

Article I.

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Georgia, on such date and at such time as the Board of Directors may by resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal office of the Corporation at 12:00 Noon. on the last Tuesday in April of each year, or, if such date is a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of shareholders held within the year that such meeting shall be in lieu of the annual meeting. Subject to the laws of the State of Georgia, the annual meeting of the shareholders may occur in any format selected by the Board of Directors, including but not limited to “in person” (with shareholders invited to be physically present), “virtually” (with shareholders invited to be present through an internet streaming platform or similar service), or “hybrid” (with shareholders invited to select between physical presence or participation virtually), all as determined by the Board of Directors.

Section 2. Special Meeting; Call and Notice of Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or upon written request of the holders of at least twenty-five percent (25%) of the outstanding common stock. Such meetings shall be held at such place, either within or without the State of Georgia, as is stated in the call and notice thereof. The holders of the requisite percentage of common stock may request such a special meeting by submitting a written notice of demand to the Secretary of the Corporation at the principal executive offices of the Corporation. Such written notice of demand shall be signed by the shareholder or shareholders holding the requisite percentage of the voting power to demand a special meeting and shall also set forth the information required by Section 6(a)(iii) of these Bylaws (in the case of a proposal of other business) and Section 6(b)(iii) of these Bylaws (in the case of a nomination of directors), and such information shall be updated as set forth in Section 6(d) of these Bylaws. Written notice of each meeting of shareholders, stating the time and place of the meeting, the meeting format, and the purpose of any special meeting, shall be mailed to each shareholder entitled to vote at or to notice of such meeting at his or her address shown on the books of the Corporation not less than ten (10) nor more than sixty (60) days prior to such meeting unless such shareholder waives notice of the meeting. Any shareholder may execute a waiver of notice, in person or by proxy, either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting in person or by proxy. Neither the business transacted at, nor the purpose of, any meeting need be stated in the waiver of notice of such meeting, except that, with respect to a waiver of notice of a meeting at which (i) an amendment to the Articles of Incorporation; (ii) a plan of merger or share exchange; (iii) a sale of all or substantially all of the Corporation's assets; or (iv) any other action which would entitle


Exhibit 3.2.1
shareholders of the Corporation to dissent and obtain payment for his or her shares is considered, information as required by the Georgia Business Corporation Code (the “Code”) must be delivered to the shareholder prior to his or her execution of the waiver of notice or the waiver itself must conspicuously and specifically waive the right to such information.
Notice of any meeting may be given by the Chief Executive Officer, the Secretary, Assistant Secretary or by the person or persons calling such meeting. No notice need be given of the time and place of reconvening of any adjourned meeting, if the time and place to which the meeting is adjourned are announced at the adjourned meeting.

Section 3. Quorum; Required Shareholder Vote. A quorum for the transaction of business at any annual or special meeting of shareholders shall exist when the holders of a majority of the outstanding shares entitled to vote are represented either in person (or for meetings held in a format other than in person (including in virtual or hybrid format), through entry in the electronic platform or otherwise participating in such meeting in accordance with the procedures established by the Board of Directors in accordance with the laws of the State of Georgia) or by proxy at such meeting. If a quorum is not present, a meeting of shareholders may be adjourned from time to time by the vote of shares having a majority of the votes of shares represented at such meeting, until a quorum is present. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless otherwise provided by law, by the Articles of Incorporation or by these Bylaws. When a quorum is once present to organize a meeting, the shareholders present may continue to do business at the meeting or at any adjournment thereof (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

Section 4. Proxies. A shareholder may vote either in person or by a proxy in accordance with the Georgia Business Corporation Code. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.

Section 5. Action of Shareholders Without Meeting. Any action required to be, or which may be, taken at a meeting of the shareholders, may be taken without a meeting if written consent, setting forth the actions so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, except that information as required by the Code must be delivered to the shareholders prior to their execution of the consent or the consent must conspicuously and specifically waive the right to such information. Such consent shall have the same force and effect as a unanimous affirmative vote of the shareholders and shall be filed with the minutes of the proceedings of the shareholders.

Section 6. Shareholder Proposals and Nominations.

a.Business at Annual Meetings of Shareholders.

1.Only such business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) shall be conducted at an annual meeting of the shareholders as shall have been brought before the meeting (A) specified in the notice of meeting (or any supplement


Exhibit 3.2.1
thereto) given by or at the direction of the Board of Directors, (B) by or at the direction of the Board of Directors, or (C) by any shareholder of the Corporation who (1) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(a) and at the time of the meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in this Article I, Section 6(a). For the avoidance of doubt, the foregoing clause (C) of this Article I, Section 6(a)(i) shall be the exclusive means for a shareholder to propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) before an annual meeting of shareholders.

2.For business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form as described in Article I, Section 6(a)(iii) hereof to the Secretary of the Corporation and such business must otherwise be appropriate for shareholder action under the provisions of the Georgia Business Corporation Code. To be timely, a shareholder’s notice for such business must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date, such shareholder’s notice must be delivered by the later of (A) the tenth day following the day of the Public Announcement (as defined in Article I, Section 6(f) below) of the date of the annual meeting or (B) the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.
3.To be in proper written form, a shareholder’s notice to the Secretary of the Corporation shall set forth as to each matter of business the shareholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting (including the specific text of any resolutions or actions proposed for consideration and if such business includes a proposal to amend the Corporation’s Articles of Incorporation or these Bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and address of the shareholder proposing such business, as they appear on the Corporation’s books, the residence name and address (if different from the Corporation’s books) of such proposing shareholder, and the name and address of any Shareholder Associated


Exhibit 3.2.1
Person (as defined in Article I, Section 6(f) below) covered by clauses (C), (D), (F) and (G) below, (C) the class and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such shareholder or by any Shareholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions (as defined in Article I, Section 6(f) below) directly or indirectly held or beneficially held by the shareholder or any Shareholder Associated Person, and whether and the extent to which a Hedging Transaction (as defined in Article I, Section 6(f) below) has been entered into by or on behalf of such shareholder or any Shareholder Associated Person, (D) a description of all arrangements or understandings between such shareholder or any Shareholder Associated Person and any other person or entity (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder, any Shareholder Associated Person or such other person or entity in such business, (E) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (F) any other information related to such shareholder or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such shareholder or Shareholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and (G) a representation as to whether such shareholder or any Shareholder Associated Person intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal or otherwise to solicit proxies from shareholders in support of the proposal. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(a) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof.

4.Notwithstanding anything in these Bylaws to the contrary, no business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) shall be conducted at an annual meeting except in accordance with the procedures set forth in this Article I, Section 6(a). At an annual meeting, the chairman of the meeting shall determine, if the facts warrant, whether business was properly brought before the meeting and in accordance with the provisions prescribed by these Bylaws, and if the chairman should determine that it was not brought properly and in accordance with the provisions prescribed by these Bylaws, then the chairman shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.




Exhibit 3.2.1
b.Nominations at Annual Meetings of Shareholders.

1.Only persons who are nominated in accordance and compliance with the procedures set forth in this Article I, Section 6(b) shall be eligible for election to the Board of Directors at an annual meeting of shareholders.
2.Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of shareholders only (A) by or at the direction of the Board of Directors or (B) by any shareholder of the Corporation who (1) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(b)(ii) and at the time of the meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in this Article I, Section 6(b)(ii). For the avoidance of doubt, clause (B) of this Article I, Section 6(b)(ii) shall be the exclusive means for a shareholder to make nominations of persons for election to the Board of Directors at an annual meeting of shareholders. Any nominations by shareholders at an annual meeting of shareholders shall be made pursuant to timely notice in proper written form as described in Article I, Section 6(b)(iii) hereof to the Secretary of the Corporation. To be timely, a shareholder’s notice for the nomination of persons for election to the Board of Directors must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date, such shareholder’s notice must be delivered by the later of (C) the tenth day following the day of the Public Announcement of the date of the annual meeting or (D) the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

3.To be in proper written form, a shareholder’s notice to the Secretary of the Corporation shall set forth (A) as to each person whom the shareholder proposes to nominate for election or re-election as a director of the Corporation, (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly owned beneficially or of record by the person, (4) the date such shares were acquired and the investment intent of such acquisition and (5) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to


Exhibit 3.2.1
Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee, if applicable, and to serving if elected); and (B) as to the shareholder giving the notice (1) the name and address of such shareholder, as they appear on the Corporation’s books, the residence name and address (if different from the Corporation’s books) of such proposing shareholder, and the name and address of any Shareholder Associated Person covered by clauses (2), (3), (5) and (6) below, (2) the class and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such shareholder or by any Shareholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions directly or indirectly held or beneficially held by the shareholder or any Shareholder Associated Person, and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of such shareholder or any Shareholder Associated Person, (3) a description of all arrangements or understandings (including financial transactions and direct or indirect compensation) between such shareholder or any Shareholder Associated Person and each proposed nominee and any other person or entity (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (4) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (5) any other information relating to such shareholder or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or otherwise required, pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and (6) a representation as to whether such shareholder or any Shareholder Associated Person intends to deliver a proxy statement or form of proxy to the holders of a sufficient number of the Corporation’s outstanding shares to elect each proposed nominee or otherwise to solicit proxies from shareholders in support of the nomination. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(b) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof. At an annual meeting, the chairman of the meeting shall determine, if the facts warrant, that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the chairman should so determine, the chairman shall so declare to the meeting, and the defective nomination shall be disregarded.

4.Notwithstanding anything in the fourth sentence of Article I, Section 6(b)(ii) hereof to the contrary, if the number of directors to be elected to the Board of Directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days


Exhibit 3.2.1
prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by Article I, Section 6(b)(ii) hereof shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such Public Announcement is first made by the Corporation.

c.Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the notice of meeting provided by the Corporation pursuant to Article I, Section 2 hereof. Only persons who are nominated in accordance and compliance with the procedures set forth in this Article I, Section 6(c) shall be eligible for election to the Board of Directors at a special meeting of shareholders. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the notice of meeting provided by the Corporation pursuant to Article I, Section 2 hereof only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who (A) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(c) and at the time of the special meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures provided for in this Article I, Section 6(c). For the avoidance of doubt, the foregoing clause (ii) of this Article I, Section 6(c) shall be the exclusive means for a shareholder to propose nominations of persons for election to the Board of Directors at a special meeting of shareholders. Any nominations by shareholders at a special meeting of shareholders shall be made pursuant to timely notice in proper written form as described in this Article I, Section 6(c) to the Secretary of the Corporation. To be timely, a shareholder’s notice for the nomination of persons for election to the Board of Directors must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which a Public Announcement is made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, deferral or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. To be in proper written form, such shareholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Article I, Section 6(b)(iii) hereof. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(c) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof. At a special meeting, the chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a proposal or nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the chairman should so determine, the chairman shall so declare to the meeting, and the defective proposal or nomination shall be disregarded.

d.Update and Supplement of Shareholder’s Notice. Any shareholder who submits a notice of proposal for business or nomination for election pursuant to this Article I, Section 6 is required to update and supplement the information disclosed in such notice, if necessary,


Exhibit 3.2.1
so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting of shareholders and as of the date that is ten (10) business days prior to such meeting of the shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting of shareholders (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting of shareholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of shareholders or any adjournment or postponement thereof).

e.Requirements of Exchange Act. In addition to the foregoing provisions of this Article I, Section 6, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements of these Bylaws applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws regardless of the shareholder’s intent to utilize Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. Nothing in this Article I, Section 6 shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended or (ii) of the holders of any series of preferred stock of the Corporation if and to the extent provided under law, the Articles of Incorporation, or these Bylaws.

f.Definitions. For purposes of this Article I, Section 6, the term:

1.“Derivative Positions” means, with respect to a shareholder or any Shareholder Associated Person, any derivative positions including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any performance-related fees to which such shareholder or any Shareholder Associated Person is entitled based, directly or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation;

2.“Hedging Transaction” means, with respect to a shareholder or any Shareholder Associated Person, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest


Exhibit 3.2.1
of such shareholder or any Shareholder Associated Person with respect to the Corporation’s securities;

3.“Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire, or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended; and

4.“Shareholder Associated Person” of any shareholder means (A) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Shareholder Associated Person.

Article II.

DIRECTORS

Section 1. Power of Directors. Subject to the Articles of Incorporation and these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors and those committees of the Board of Directors designated in Article II, Section 7 hereof or hereafter formed in accordance with said Article.

Section 2. Composition of the Board. The Board of Directors shall consist of not less than three (3) nor more than twelve (12) natural persons of the age of eighteen years or over but, if at least a majority of the outstanding shares of capital stock of the Corporation having the power to vote for the election of directors is owned of record by one shareholder, the Board of Directors may consist of only one director. The exact number of directors within the specified minimum and maximum shall be fixed by resolution of the directors from time to time or by resolution of the shareholders from time to time. Directors need not be residents of the State of Georgia or shareholders of the Corporation. At each annual meeting the shareholders shall elect the directors, who shall serve until their successors are elected and qualified; provided that the shareholders may, if the votes cast favoring the action exceed the votes cast opposing the action, increase or reduce the number of directors by amendment to the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. At any shareholders’ meeting with respect to which notice of such purpose has been given, the entire Board of Directors or any individual director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast by the shares entitled to vote on the


Exhibit 3.2.1
election of directors. For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Nominating & Governance Committee (the “Governance Committee”) has established procedures under which any director who is not elected shall offer to tender his or her resignation to the Board of Directors. The Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Any director who tenders his or her resignation pursuant hereto shall not participate in the Governance Committee’s recommendation or Board of Directors action regarding whether to accept such resignations. However, if each member of the Governance Committee was not elected at the same election, then the independent directors who were elected shall appoint a committee among themselves to consider such resignations and recommend to the Board of Directors whether to accept them. However, if the only directors who were elected in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept such resignations.

Section 3. Chairman of the Board. The Board of Directors, by resolution adopted by a majority of all of the directors, may designate from among its members a Chairman of the Board. At the discretion of the Board of Directors, the Chairman may be a non-executive Chairman or may be an officer of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and the shareholders. The Chairman of the Board shall have such authority and responsibilities and perform such duties as may be determined by the Board of Directors.

Section 4. Meetings of the Board; Notice of Meetings; Waiver of Notice. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held each year immediately following the annual meeting of shareholders, or at such other time and place as the Chairman of the Board of Directors may designate. The Board of Directors may by resolution provide for the time and place of other regular meetings and no notice of such regular meetings need be given. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, by the Chief Executive Officer or by any two directors, and notice of the date, time and place of such meetings shall be given to each director at least two (2) days before the meeting. Any director may execute a waiver of notice, either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. Any meeting may be held at any place within or without the State of Georgia.

Section 5. Quorum; Vote Requirement. A majority of the number of directors last fixed by the shareholders or the Board of Directors, as applicable, shall constitute a quorum for the transaction of business at any meeting. In no case shall less than two directors constitute a quorum, except that when a board consists of only one director as authorized in Article II, Section 2 hereof, then one director shall constitute a quorum. If a quorum is present when a vote is taken, the vote of a majority of the directors present shall be the act of the Board of Directors, unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws.



Exhibit 3.2.1
Section 6. Action of Board Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, in writing or by electronic transmission, setting forth the action so taken, is signed by all the directors or committee members, and filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Board of Directors or committee, as the case may be.

Section 7. Committees. The Board of Directors, by resolution adopted by a majority of all of the directors, may designate from among its members an Executive Committee, and/or other committees (which may include, by way of example and not as a limitation, an Audit Committee, a Compensation & Human Capital Committee (the “Compensation Committee”), and a Nominating & Governance Committee or any combination thereof, including comparable names).Subject to these Bylaws, the number of members of each committee shall be fixed by the Board of Directors from time to time by resolution. Only an independent director shall be eligible to serve as a member of the Audit Committee, the Compensation Committee, and the Governance Committee. The members of each committee shall be elected by the Board of Directors from among the members of the Board of Directors, and the members of each committee shall elect from among themselves a committee chairman, unless such chairman has been appointed by the full Board of Directors, which may exercise such authority as is delegated by the Board of Directors. Notwithstanding the foregoing, no committee shall have the authority of the Board of Directors to (1) approve or propose to shareholders action which requires the approval of the shareholders of the Corporation, (2) fill vacancies on the Board of Directors or on any of its committees, (3) amend the Articles of Incorporation pursuant to Section 14-2-1002 of the Code, except as otherwise provided by Section 14-2-825 of the Code, (4) adopt, amend or repeal the Bylaws of the Corporation, or (5) approve a plan of merger not requiring shareholder approval.

Section 8. Vacancies. A vacancy occurring in the Board of Directors may be filled by the shareholders or by the Board of Directors or, if the directors remaining in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of the remaining directors, or by the sole remaining director, as the case may be. A director elected to fill a vacancy shall serve until the next election of directors by the shareholders and the election and qualification of the successor. No decrease in the number of authorized directors shall shorten the term of any incumbent director. The members of each of the standing committees of the Board of Directors and the chair thereof shall be elected at the regular annual meeting of the Board of Directors, or at such other time as may be fixed from time to time by the Board of Directors, and shall hold office until the next such annual meeting of the Board of Directors and until their respective successors are duly elected and qualified; provided, however, that vacancies during the year on any standing committee may be filled by the Board of Directors.

Section 9. Telephone and/or Virtual Conference Meetings. Unless the Articles of Incorporation otherwise provide, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.



Exhibit 3.2.1
Section 10. Fees and Expenses. A fee and reimbursement for expenses for attendance at meetings of the Board of Directors or any committee thereof may be fixed by resolution of the Board of Directors. Directors who are salaried officers or employees of the Corporation shall receive no additional compensation for service as a director or as a member of a committee of the Board of Directors. Each director who is not a salaried officer or employee of the Corporation shall be compensated as determined by the Board of Directors.

Article III.

OFFICERS

Section 1. Executive Structure of the Corporation. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, one or more Assistant Secretaries and a Treasurer. The Board of Directors, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director) who may, if so determined by the Board of Directors, serve as an officer of the Corporation. In addition, the Board of Directors may elect such other officers or assistant officers including one or more Vice Chairmen of the Company, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Each officer shall hold office for the term for which he or she has been elected or appointed and until his or her successor has been elected or appointed and has qualified, or until his or her earlier resignation, removal from office or death. Any termination of employment of an individual serving as an officer of the Corporation shall be deemed to be a resignation from his or her status as an officer. Any two or more offices may be held by the same person. The Board of Directors, or any officer to whom the Board of Directors may delegate such authority, may also appoint such other officers as it or they may see fit, and may prescribe their respective duties.

Section 2. Chief Executive Officer. The Chief Executive Officer shall be in charge of the day-to-day affairs of the Corporation, subject to the direction of the Board of Directors. The Chief Executive Officer shall have responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the administration of the business affairs of the Corporation, and, in general, shall perform such other duties as are incident to the office of a chief executive officer, including those duties customarily performed by persons holding such office. In the absence of the Chairman of the Board of Directors, the Chief Executive Officer (if such officer serves on the Board of Directors) shall preside over the meetings of the directors and of the shareholders at which the Chief Executive Officer shall be present.

Section 3. President. The President shall perform such duties as are incident to the office of a president, including those duties customarily performed by persons holding such office, and such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer from time to time. In the absence of a designation of a Chief Executive Officer by the Board of Directors, the President shall be the Chief Executive Officer.

Section 4. Vice Chairman of the Company. There may be one or more Vice Chairmen of the Company, as the Board of Directors may from time to time elect. Each shall do and perform all acts and duties as may be assigned by or under the authority of the Board of Directors or the Chief Executive Officer.



Exhibit 3.2.1
Section 5. Vice Presidents. There may be one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, as the Board of Directors may from time to time elect. Each shall do and perform all acts and duties as may be assigned by or under the authority of the Board of Directors or the Chief Executive Officer.

Section 6. Secretary. The Secretary and one or more Assistant Secretaries shall keep the minutes of the proceedings of the shareholders and of the Board of Directors, and he or she shall have custody of the seal of the Corporation.

Section 7. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation. The Treasurer shall have the custody of all moneys and securities of the Corporation and shall keep regular records of accounts and balance the same each month. He or she shall sign such instruments as require his or her signature.

Section 8. Other Duties and Authority. Each officer, employee and agent of the Corporation shall have such other duties and authority as may be conferred upon him by the Board of Directors or delegated to him by the Chairman of the Board of Directors or the Chief Executive Officer.

Section 9. Removal of Officers. Any officer may be removed at any time by the Board of Directors and such vacancy may be filled by the Board of Directors. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.

Section 10. Compensation. The compensation of the officers shall be fixed from time to time in accordance with the charter of the Compensation Committee (or any successor committee). No officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation.

Article IV.

STOCK

Section 1. Stock Certificates. The shares of stock of the Corporation may be represented by certificates in such form as may be approved by the Board of Directors. Any such certificate shall bear the name of the shareholder, the number of shares represented, the date of issue; shall be signed by the Chairman of the Board of Directors, the President, the Secretary or an Assistant Secretary of the Corporation; and may be sealed with the seal of the Corporation. No share certificate shall be issued until the consideration for the shares represented thereby has been fully paid.
A facsimile of the seal of the Corporation may be used in connection with the share certificates of the Corporation. Facsimile signatures of the officers named in this Section may be used in connection with said certificates if the certificate is countersigned, either manually or by facsimile, by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In the event any officer whose facsimile signature has been placed upon a certificate shall cease to be such officer before the certificate is issued, the certificate may be issued with the same effect as if such person was an officer at the date of issue.


Exhibit 3.2.1
The Board of Directors may authorize the issue of some or all of the shares of stock of any or all of the Corporation’s classes or series without certificates (and in the holder’s name in book-entry form as applicable).

Section 2. Transfer of Stock. Unless otherwise determined by the Board of Directors from time to time, shares of stock of the Corporation, whether in certificated or uncertificated form, shall be transferred only on the books of the Corporation. Certificated shares shall be transferred upon surrender to the Corporation of the certificate or certificates representing the shares to be transferred accompanied by an assignment in writing of such shares properly executed by the shareholder of record or his duly authorized attorney-in-fact and with all taxes on the transfer having been paid. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face "Cancelled" and filed with the permanent stock records of the Corporation. The Board of Directors may make such additional rules concerning the issuance, transfer and registration of certificated or uncertificated shares of stock, including by electronic transmission, and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate) as it deems appropriate or as may be required by any transfer agent or registrar designated by the Board of Directors.

Section 3. Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and registrars of stock of the Corporation whether in certificated or uncertificated form; and, upon such appointments being made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.

Section 4. Registered Shareholders. The Corporation may deem and treat the holder of record of any stock as the absolute owner for all purposes and shall not be required to take any notice of any right or claim of right of any other person.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

Article V.

DEPOSITORIES, SIGNATURES AND SEAL

Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, other financial institutions, or depositories as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts, or other


Exhibit 3.2.1
orders upon appropriate direction on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 2. Contracts and Deeds. All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the Chief Executive Officer or by such other officer, officers, agent, or agents as the Board of Directors may from time to time by resolution provide.
Section 3. Seal. The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. If at any time it is inconvenient to use the corporate seal of the Corporation, the signature or name of the Corporation, followed by or used in conjunction with the words “Corporate Seal” or “Seal” or words of similar import shall be deemed the seal of the Corporation.

Section 4. Inspection of Books and Records. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be opened to the inspection of the Shareholders, except those as may by law specifically be made open to inspection, and shall have the power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books, and records which by law or by determination of the Board of Directors shall be open to inspection. Without the prior approval of the Board of Directors in its discretion, the right of inspection set forth in Section 14-2-1602(c) of the Code shall not be available to any Shareholder owning two percent (2%) or less of the shares outstanding.

Section 5. Conflict with Articles of Incorporation or Code. To the extent that any provision of these Bylaws conflicts with any provision of the Articles of Incorporation, such provision of the Articles of Incorporation shall govern. To the extent that any provision of these Bylaws conflicts with any non-discretionary provision of the Code, such provision of the Code shall govern.

Section 6. Severability. In the event that any of the provisions of these Bylaws (including any provision within a single section, subsection, division, or sentence) is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions of these Bylaws shall remain enforceable to the fullest extent permitted by law.

Article VI.

INDEMNITY

Section 1. Directors. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he or she is or was a director of the Corporation or who while a director of the Corporation was serving at the Corporation's request as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding; provided, that a director of the Corporation shall not be so indemnified for such


Exhibit 3.2.1
judgments, fines, amounts paid in settlement or expenses incurred in any such proceeding in which the director is adjudged liable to the Corporation: (a) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for the types of liability for unlawful distributions and dividends as set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (d) for any transaction from which the director derives an improper personal benefit. Expenses incurred by any director indemnified hereunder in defending any such action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of the written affirmation of such director’s good faith belief that he or she has met the standards of conduct required hereunder.

Section 2. Officers, Agents and Employees. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he or she is or was an officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the maximum extent permitted from time to time by, and in the manner provided from time to time by, the Georgia Business Corporation Code. Expenses incurred by any person who may be indemnified hereunder in defending any action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Section 3. Determination. Upon receipt of a claim for indemnification hereunder, the Corporation shall cause a determination to be made in accordance with applicable law and this Bylaw as to whether the claimant has met the applicable standard of conduct, and the Corporation shall pay the claim to the extent that the determination is favorable to the person making the claim. Each person who shall act as a director, officer, employee or agent of the Corporation or, at the request of the Corporation, as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be deemed to be doing so in reliance upon the right of indemnification provided for in this Article VI, and this Article VI constitutes a contract between the Corporation and each of the persons from time to time entitled to indemnification hereunder that may not be modified without the consent of such persons as to occurrences prior to notice to such persons of such modification.

Article VII.

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new bylaws, but any bylaws adopted by the Board of Directors may be altered, amended, or repealed and new bylaws adopted by the shareholders. The shareholders may prescribe that


Exhibit 3.2.1
any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the Board of Directors. Action by the directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of all of the directors then in office. Action by the shareholders with respect to the Bylaws shall be taken if the votes cast in favor of the action exceed the votes cast opposing the action.

Article VIII.

EMERGENCY BYLAWS

Section 1. Emergency Bylaws. This Article shall be operative during an emergency resulting from some catastrophic event as referred to in Section 14-2-303 of the Code that prevents a quorum of the Board of Directors or any committee thereof from being readily assembled (an “emergency”), notwithstanding any different or conflicting provisions set forth elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not inconsistent with the provisions of this Article, the Bylaws set forth elsewhere herein and the provisions of the Articles of Incorporation shall remain in effect during such emergency and upon termination of such emergency, the provisions of this Article shall cease to be operative.

Section 2. Meetings. During an emergency, a meeting of the Board of Directors or any committee thereof may be called by any director, or by the Chief Executive Officer, any Executive Vice President, or the Secretary (the “Designated Officers”) of the Corporation. Notice of the time and place of the meeting shall be given by any available means of communication by the person calling the meeting to such of the directors and/or Designated Officers as may be feasible to reach. Such notice shall be given at such time in advance of the meeting, as in the judgment of the person calling the meeting, circumstances permit.

Section 3. Quorum. At any meeting of the Board of Directors or any committee thereof called in accordance with this Article, the presence or participation of two Directors, one Director and a Designated Officer, or two Designated Officers shall constitute a quorum for the transaction of business.

Section 4. Bylaws. At any meeting called in accordance with this Article, the Board of Directors or committee thereof, as the case may be, may modify, amend, or add to the provisions of this Article so as to make any provision that may be practical or necessary for the circumstances of the emergency.

Section 5. Liability. Corporate action taken in good faith in accordance with the emergency bylaws may not be used to impose liability on a director, officer, employee, or agent of the Corporation.

Section 6. Repeal or Change. The provisions of this Article shall be subject to repeal or change by further action of the Board of Directors or by action of Shareholders, but no such repeal or change shall modify the provisions of the immediately preceding section of this Article with regard to action taken prior to the time of such repeal or change.


Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, M. Colin Connolly, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
/s/ M. Colin Connolly
M. Colin Connolly
Chief Executive Officer, President, and Director
Date: July 28, 2022




Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Gregg D. Adzema, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
/s/ Gregg D. Adzema
Gregg D. Adzema
Executive Vice President and Chief Financial Officer
Date: July 28, 2022




Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President and Chief Executive Officer of the Registrant, certifies that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ M. Colin Connolly
M. Colin Connolly
Chief Executive Officer, President, and Director
Date: July 28, 2022




Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Executive Vice President and Chief Financial Officer of the Registrant, certifies that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Gregg D. Adzema
Gregg D. Adzema
Executive Vice President and Chief Financial Officer
Date: July 28, 2022