the risks associated with real estate developments and ~~investments~~acquisitions (such as construction delays, cost overruns and ~~leasing/sales~~leasing risk);

loss of key personnel;

potential liability for uninsured losses, condemnation or environmental issues;

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; and

any failure to continue to qualify for taxation as a real estate investment trust.

The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although the Company believes its 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.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts)

	June 30, 2012			December 31, 2011
	(unaudited)
ASSETS
PROPERTIES:
Operating properties, net of accumulated depreciation of $281,739 and $289,473 in 2012 and 2011, respectively	$	796,830		$	884,652
Projects under development	19,078			11,325
Land held	52,163			54,132
Residential lots	12,288			13,195
Other	533			637
Total properties	880,892			963,941

CASH AND CASH EQUIVALENTS	3,009			4,858
RESTRICTED CASH	4,917			4,929
NOTES AND ACCOUNTS RECEIVABLE, net of allowance for doubtful accounts of $2,213 and $5,100 in 2012 and 2011, respectively	11,206			11,359
DEFERRED RENTS RECEIVABLE	39,630			37,141
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES	140,303			160,587
OTHER ASSETS	55,358			52,720

TOTAL ASSETS	$	1,135,315		$	1,235,535

LIABILITIES AND EQUITY
NOTES PAYABLE	$	461,021		$	539,442
ACCOUNTS PAYABLE AND OTHER LIABILITIES	38,193			38,592
DEFERRED INCOME	13,204			17,343
TOTAL LIABILITIES	512,418			595,377

COMMITMENTS AND CONTINGENT LIABILITIES

REDEEMABLE NONCONTROLLING INTERESTS	—			2,763

STOCKHOLDERS’ INVESTMENT:
Preferred stock, 20,000,000 shares authorized, $1 par value:
7.75% Series A cumulative redeemable preferred stock, $25 liquidation preference; 2,993,090 shares issued and outstanding in 2012 and 2011	74,827			74,827
7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 3,791,000 shares issued and outstanding in 2012 and 2011	94,775			94,775
Common stock, $1 par value, 250,000,000 shares authorized, 107,785,195 and 107,272,078 shares issued in 2012 and 2011, respectively	107,785			107,272
Additional paid-in capital	688,903			687,835
Treasury stock at cost, 3,570,082 shares in 2012 and 2011	(86,840		)	(86,840		)
Distributions in excess of cumulative net income	(290,261		)	(274,177		)
TOTAL STOCKHOLDERS’ INVESTMENT	589,189			603,692

Nonredeemable noncontrolling interests	33,708			33,703
TOTAL EQUITY	622,897			637,395

TOTAL LIABILITIES AND EQUITY	$	1,135,315		$	1,235,535

See accompanying notes.

Table of Contents


~~Item 1.~~		~~Financial Statements.~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~
~~(in thousands, except share and per share amounts)~~

September 30, 2011 December 31, 2010
(Unaudited)
ASSETS

PROPERTIES:

Operating properties, net of accumulated depreciation of $286,399 and $274,925 in 2011 and 2010, respectively $ 826,015 $ 898,119
Projects under development 8,646 —
Land held for investment or future development 115,521 123,879
Residential lots 63,835 63,403
Other 738 2,994

Total properties 1,014,755 1,088,395

CASH AND CASH EQUIVALENTS
5,634 7,599
RESTRICTED CASH
5,514 15,521
NOTES AND OTHER RECEIVABLES, net of allowance for doubtful accounts of $5,423 and $6,287 in 2011 and 2010, respectively
50,610 48,395
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
181,947 167,108
OTHER ASSETS
35,916 44,264

TOTAL ASSETS
$ 1,294,376 $ 1,371,282

LIABILITIES AND EQUITY

NOTES PAYABLE
$ 462,134 $ 509,509
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
30,732 32,388
DEFERRED GAIN
4,039 4,216
DEPOSITS AND DEFERRED INCOME
16,766 18,029

TOTAL LIABILITIES
513,671 564,142

COMMITMENTS AND CONTINGENT LIABILITIES

REDEEMABLE NONCONTROLLING INTERESTS
9,386 14,289

STOCKHOLDERS’ INVESTMENT:

Preferred stock, 20,000,000 shares authorized, $1 par value:
7.75% Series A cumulative redeemable preferred stock, $25 liquidation preference; 2,993,090 shares issued and outstanding in 2011 and 2010 74,827 74,827
7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 3,791,000 shares issued and outstanding in 2011 and 2010 94,775 94,775
Common stock, $1 par value, 250,000,000 shares authorized, 107,283,665 and 106,961,959 shares issued in 2011 and 2010, respectively 107,284 106,962
Additional paid-in capital 686,108 684,551
Treasury stock at cost, 3,570,082 shares in 2011 and 2010 (86,840 ) (86,840 )
Distributions in excess of cumulative net income (140,553 ) (114,196 )

TOTAL STOCKHOLDERS’ INVESTMENT
735,601 760,079

Nonredeemable noncontrolling interests 35,718 32,772

TOTAL EQUITY
771,319 792,851

TOTAL LIABILITIES AND EQUITY
$ 1,294,376 $ 1,371,282

~~See notes to condensed consolidated financial statements.~~

~~COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~Unaudited,~~unaudited, in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
2011 2010 2011 2010
REVENUES:

Rental property revenues $ 35,268 $ 33,840 $ 104,094 $ 100,630
Fee income 3,909 3,966 10,729 11,238
Third party management and leasing revenues 5,398 4,724 14,091 14,003
Multi-family residential unit sales — 6,637 4,664 24,726
Residential lot and outparcel sales 165 630 410 14,765
Other 448 245 1,517 540

45,188 50,042 135,505 165,902

COSTS AND EXPENSES:

Rental property operating expenses 14,968 14,150 42,705 42,029
Third party management and leasing expenses 4,241 4,122 12,414 13,294
Multi-family residential unit cost of sales — 5,190 2,487 19,268
Residential lot and outparcel cost of sales 158 549 303 9,920
General and administrative expenses 4,295 6,172 17,828 20,952
Interest expense 6,601 8,702 21,503 28,769
Reimbursed expenses 1,866 1,392 4,749 4,649
Depreciation and amortization 12,891 13,115 38,310 39,094
Impairment loss — — 3,508 586
Separation expenses 15 202 193 303
Other 790 909 2,324 4,773

45,825 54,503 146,324 183,637

LOSS ON EXTINGUISHMENT OF DEBT
(74 ) (9,235 ) (74 ) (9,827 )

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES, UNCONSOLIDATED JOINT VENTURES AND SALE OF INVESTMENT PROPERTIES
(711 ) (13,696 ) (10,893 ) (27,562 )
(PROVISION) BENEFIT FOR INCOME TAXES FROM OPERATIONS
180 (25 ) 217 1,107
INCOME FROM UNCONSOLIDATED JOINT VENTURES
2,660 2,179 7,468 7,493

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES
2,129 (11,542 ) (3,208 ) (18,962 )
GAIN ON SALE OF INVESTMENT PROPERTIES
59 58 177 1,875

INCOME (LOSS) FROM CONTINUING OPERATIONS
2,188 (11,484 ) (3,031 ) (17,087 )
INCOME FROM DISCONTINUED OPERATIONS:

Income from discontinued operations 597 452 1,353 3,451
Gain on sale of investment properties 2,821 6,572 2,437 6,572

3,418 7,024 3,790 10,023

NET INCOME (LOSS)
5,606 (4,460 ) 759 (7,064 )
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(2,192 ) (696 ) (3,454 ) (1,806 )

NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
3,414 (5,156 ) (2,695 ) (8,870 )
DIVIDENDS TO PREFERRED STOCKHOLDERS
(3,226 ) (3,226 ) (9,680 ) (9,680 )

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
$ 188 $ (8,382 ) $ (12,375 ) $ (18,550 )

PER COMMON SHARE INFORMATION — BASIC AND DILUTED:

Loss from continuing operations attributable to controlling interest $ (0.03 ) $ (0.15 ) $ (0.16 ) $ (0.28 )
Income from discontinued operations 0.03 0.07 0.04 0.10

Net income (loss) available to common stockholders $ 0.00 $ (0.08 ) $ (0.12 ) $ (0.18 )

WEIGHTED AVERAGE SHARES — BASIC AND DILUTED
103,715 101,893 103,631 100,995

DIVIDENDS DECLARED PER COMMON SHARE
$ 0.045 $ 0.09 $ 0.135 $ 0.27



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
REVENUES:
Rental property revenues	$	35,610		$	31,267		$	70,800		$	61,705
Fee income	2,786			3,435			5,642			6,820
Third party management and leasing revenues	6,029			4,605			10,740			8,693
Residential lot sales	535			80			1,484			245
Other	253			562			1,718			5,707
	45,213			39,949			90,384			83,170
COSTS AND EXPENSES:
Rental property operating expenses	14,661			13,072			28,276			24,971
Third party management and leasing expenses	4,607			4,080			8,907			8,173
Residential lot and outparcel cost of sales	416			76			980			145
General and administrative expenses	5,645			6,133			12,268			13,533
Interest expense	5,875			7,358			12,143			14,902
Reimbursed expenses	1,357			1,371			2,733			2,883
Depreciation and amortization	12,750			10,896			25,861			21,877
Impairment losses	—			—			12,233			3,508
Separation expenses	79			77			292			178
Other	579			655			1,273			4,013
	45,969			43,718			104,966			94,183
LOSS ON EXTINGUISHMENT OF DEBT	—			—			(94		)	—
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES, UNCONSOLIDATED JOINT VENTURES AND SALE OF INVESTMENT PROPERTIES	(756		)	(3,769		)	(14,676		)	(11,013		)
(PROVISION) BENEFIT FOR INCOME TAXES FROM OPERATIONS	(33		)	(27		)	(60		)	37
INCOME FROM UNCONSOLIDATED JOINT VENTURES	9,762			2,312			11,948			4,808
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES	8,973			(1,484		)	(2,788		)	(6,168		)
GAIN ON SALE OF INVESTMENT PROPERTIES	29			59			86			118
INCOME (LOSS) FROM CONTINUING OPERATIONS	9,002			(1,425		)	(2,702		)	(6,050		)

INCOME FROM DISCONTINUED OPERATIONS:
Income from discontinued operations	554			627			818			1,587
Gain (loss) on sale of discontinued investment properties	674			—			760			(384		)
	1,228			627			1,578			1,203
NET INCOME (LOSS)	10,230			(798		)	(1,124		)	(4,847		)
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(602		)	(681		)	867			(1,262		)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST	9,628			(1,479		)	(257		)	(6,109		)
DIVIDENDS TO PREFERRED STOCKHOLDERS	(3,227		)	(3,227		)	(6,454		)	(6,454		)

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS	$	6,401		$	(4,706	)	$	(6,711	)	$	(12,563	)

PER COMMON SHARE INFORMATION — BASIC AND DILUTED:
Income (loss) from continuing operations attributable to controlling interest	$	0.05		$	(0.05	)	$	(0.08	)	$	(0.13	)
Income from discontinued operations	0.01			0.01			0.02			0.01
Net income (loss) available to common stockholders	$	0.06		$	(0.05	)	$	(0.06	)	$	(0.12	)

WEIGHTED AVERAGE SHARES — BASIC AND DILUTED	104,165			103,659			104,082			103,588
DIVIDENDS DECLARED PER COMMON SHARE	$	0.045		$	0.045		$	0.09		$	0.09

See accompanying notes.

Table of Contents

~~See notes to condensed consolidated financial statements.~~

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
~~Nine~~

Six Months Ended ~~September~~June 30, ~~2011~~2012 and ~~2010~~
2011

(~~Unaudited,~~unaudited, in thousands)

Accumulated
Other
Comprehensive
Additional Loss on Distributions in Nonredeemable
Preferred Common Paid-In Treasury Derivative Excess of Stockholders’ Noncontrolling Total
Stock Stock Capital Stock Instruments Net Income Investment Interests Equity

Balance December 31, 2010
$ 169,602 $ 106,962 $ 684,551 $ (86,840 ) $ — $ (114,196 ) $ 760,079 $ 32,772 $ 792,851

Net income (loss) — — — — — (2,695 ) (2,695 ) 3,358 663
Other comprehensive income — — — — — — — — —

Total comprehensive income (loss) — — — — — (2,695 ) (2,695 ) 3,358 663

Common stock issued pursuant to:
Director stock grants — 82 625 — — — 707 — 707
Stock option exercises — 4 30 — — — 34 �� 34
Restricted stock grants, net of amounts withheld for income taxes — 244 (247 ) — — — (3 ) — (3 )
Stock issuance costs — — (16 ) — — — (16 ) — (16 )
Amortization of stock options and restricted stock, net of forfeitures — (8 ) 1,691 — — — 1,683 — 1,683
Contributions from noncontrolling interests — — — — — — — 1,300 1,300
Distributions to noncontrolling interests — — — — — — — (1,712 ) (1,712 )
Change in fair value of redeemable noncontrolling interests — — (526 ) — — — (526 ) — (526 )
Cash preferred dividends paid — — — — — (9,680 ) (9,680 ) — (9,680 )
Cash common dividends paid — — — — — (13,982 ) (13,982 ) — (13,982 )

Balance September 30, 2011
$ 169,602 $ 107,284 $ 686,108 $ (86,840 ) $ — $ (140,553 ) $ 735,601 $ 35,718 $ 771,319

Balance December 31, 2009
$ 169,602 $ 103,352 $ 662,216 $ (86,840 ) $ (9,517 ) $ (51,402 ) $ 787,411 $ 32,848 $ 820,259

Net income (loss) — — — — — (8,870 ) (8,870 ) 1,759 (7,111 )
Other comprehensive income — — — — 9,423 — 9,423 — 9,423

Total comprehensive income (loss) — — — — 9,423 (8,870 ) 553 1,759 2,312

Common stock issued pursuant to:
Stock dividend, net of issuance costs — 2,564 15,489 — — (18,130 ) (77 ) — (77 )
Grants under director stock plan — 35 215 — — — 250 — 250
Restricted stock grants — 264 (124 ) — — — 140 — 140
Amortization of stock options and restricted stock, net of forfeitures — (10 ) 1,641 — — — 1,631 — 1,631
Change in fair value of redeemable noncontrolling interests — — — — — 1,144 1,144 — 1,144
Distributions to noncontrolling interests — — — — — — — (1,774 ) (1,774 )
Cash preferred dividends paid — — — — — (9,680 ) (9,680 ) — (9,680 )
Cash common dividends paid — — — — — (9,091 ) (9,091 ) — (9,091 )

Balance September 30, 2010
$ 169,602 $ 106,205 $ 679,437 $ (86,840 ) $ (94 ) $ (96,029 ) $ 772,281 $ 32,833 $ 805,114

Preferred
Stock

Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Distributions in
Excess of
Net Income

Stockholders’
Investment

Nonredeemable
Noncontrolling
Interests

Total
Equity
Balance December 31, 2011 $ 169,602
$ 107,272
$ 687,835
$ (86,840 ) $ (274,177 ) $ 603,692
$ 33,703
$ 637,395
Net income (loss) —
—
—
—
(257 ) (257 ) 1,157
900
Common stock issued pursuant to:
Director stock grants —
72
468
—
—
540
—
540
Restricted stock grants, net of amounts withheld for income taxes —
448
(617 ) —
—
(169 ) —
(169 )
Amortization of stock options and restricted stock, net of forfeitures —
(7 ) 1,217
—
—
1,210
—
1,210
Distributions to noncontrolling interests —
—
—
—
—
—
(1,152 ) (1,152 )
Cash preferred dividends paid —
—
—
—
(6,454 ) (6,454 ) —
(6,454 )
Cash common dividends paid —
—
—
—
(9,373 ) (9,373 ) —
(9,373 )
Balance June 30, 2012 $ 169,602
$ 107,785
$ 688,903
$ (86,840 ) $ (290,261 ) $ 589,189
$ 33,708
$ 622,897

Balance December 31, 2010 $ 169,602
$ 106,962
$ 684,551
$ (86,840 ) $ (114,196 ) $ 760,079
$ 32,772
$ 792,851
Net income (loss) —
—
—
—
(6,109 ) (6,109 ) 1,233
(4,876 )
Common stock issued pursuant to:
Director stock grants —
82
625
—
—
707
—
707
Restricted stock grants, net of amounts withheld for income taxes —
244
(263 ) —
—
(19 ) —
(19 )
Amortization of stock options and restricted stock, net of forfeitures —
(4 ) 1,190
—
—
1,186
—
1,186
Change in fair value of redeemable noncontrolling interests —
—
(526 ) —
—
(526 ) —
(526 )
Distributions to noncontrolling interests —
—
—
—
—
—
(1,126 ) (1,126 )
Cash preferred dividends paid —
—
—
—
(6,454 ) (6,454 ) —
(6,454 )
Cash common dividends paid —
—
—
—
(9,316 ) (9,316 ) —
(9,316 )
Balance June 30, 2011 $ 169,602
$ 107,284
$ 685,577
$ (86,840 ) $ (136,075 ) $ 739,548
$ 32,879
$ 772,427

See ~~notes to condensed consolidated financial statements.~~accompanying notes.

2. NOTES PAYABLE, INTEREST EXPENSE AND COMMITMENTS AND CONTINGENCIES

The following table summarizes the terms and amounts of the Company’s notes payable ~~outstanding~~ at ~~September~~June 30, ~~2011~~2012 and December 31, ~~2010 (in~~2011 ($ in thousands):

Term/
Amortization September 30, December 31,
Description Interest Rate Period (Years) Maturity 2011 2010
Terminus 100 mortgage note 5.25% 12/30 1/1/23 $ 138,695 $ 140,000
The American Cancer Society Center mortgage note (interest only until October 1, 2011) 6.45% 10/30 9/1/17 136,000 136,000
Credit Facility, unsecured (see note) LIBOR + 1.75% to 2.25% 5/N/A 8/29/12 119,800 105,400
Meridian Mark Plaza mortgage note 6.00% 10/30 8/1/20 26,640 26,892
100/200 North Point Center East mortgage note 5.39% 5/30 6/1/12 24,568 24,830
The Points at Waterview mortgage note 5.66% 10/25 1/1/16 16,252 16,592
Callaway Gardens 4.13% N/A 11/18/13 178 173
Mahan Village LLC (see note) 3.25% 3/N/A 9/12/14 1 —
Lakeshore Park Plaza mortgage note (see note) 5.89% 4/25 8/1/12 — 17,544
600 University Park Place mortgage note (see note) 7.38% 10/30 8/10/11 — 12,292
333/555 North Point Center East mortgage note (see note) 7.00% 10/25 11/1/11 — 26,412
Handy Road Associates, LLC (see note) Prime + 1%, but not < 6% 5/N/A 3/30/2011 — 3,374

$ 462,134 $ 509,509



Description	Interest Rate			Term/Amortization Period (Years)	Maturity	June 30, 2012		December 31, 2011
Terminus 100 mortgage note	5.25	%		12/30	1/1/2023	$	137,172	$	138,194
The American Cancer Society Center mortgage note	6.45	%		10/30	9/1/2017	134,958		135,650
191 Peachtree Tower mortgage note (interest only until May 1, 2016) (see discussion below)	3.35	%		6.5/30	10/1/2018	100,000		—
Credit Facility, unsecured (see discussion below)	1.85	%		4/N/A	2/28/2016	40,500		198,250
Meridian Mark Plaza mortgage note	6.00	%		10/30	8/1/2020	26,377		26,554
100/200 North Point Center East mortgage note (see discussion below)	5.39	%		5/30	6/1/2012	—		24,478
The Points at Waterview mortgage note	5.66	%		10/25	1/1/2016	15,896		16,135
Mahan Village LLC construction facility	1.90	%	(1)	3/N/A	9/12/2014	5,950		1
Callaway Gardens	4.13	%		N/A	11/18/2013	168		180
						$	461,021	$	539,442

(1) The Company’s Credit Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread, based on the Company’s leverage ratio, as defined in the Credit Facility. At September 30, 2011, the spread over LIBOR under the Credit Facility was 2.0%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company’s unencumbered assets and other factors. Total borrowing capacity under the Credit Facility was $350 million at September 30, 2011. The Credit Facility had a maturity date of August 29, 2011. On that date, the Company exercised a one-year extension option which changed the maturity date to August 29, 2012, and paid a $438,000 extension fee.

On September 12, 2011, the Company, formed Mahan Village LLC (“Mahan”), a consolidated entity where a partner has a noncontrolling interest, to construct Mahan Village, a 147,000 square foot retail center in Tallahassee, Florida. Mahan entered into a construction loan agreement, secured by the project, to provide for up to approximately $15.0 million to fund construction. The debt containsselect from two interest rate options, as defined in the loan agreement, which are based on floating-rate indices plus a spread. The ~~loan matures September 12, 2014,~~rate at June 30, 2012 was one month LIBOR plus 1.65%.

Table of Contents

Credit Facility

On February 28, 2012, the Company amended its $350 million senior unsecured line of credit by entering into the Second Amended and ~~may be extended for two,~~Restated Credit Agreement (the “New Facility”), which replaced the Amended and Restated Credit Agreement dated August 29, 2007 (the “Old Facility"). The New Facility amends the Old Facility by, among other things, extending the maturity date from August 29, 2012 to February 28, 2016, with an additional one-year ~~periods if~~extension option upon certain conditions ~~are met.~~and with the payment of a fee. It also adds an accordion feature permitting the amount available to increase by up to $150 million, under certain conditions and in specified increments, for a total available of $500 million.

The New Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charges coverage ratio of at least 1.40, increasing to 1.50 during any extension period; and maximum leverage of no more than 60%.

The New Facility also reduces the Company's interest rate spreads on borrowings as compared to the Old Facility. The Company ~~guarantees up to 25%~~may borrow funds at an interest rate, at its option, calculated as either (1) the current Eurodollar rate plus the applicable spread as detailed below or (2) the greater of Bank of America's prime rate, the ~~construction loan, which may be eliminated after project completion, based~~Federal Funds Rate plus 0.50% or the one-month Eurodollar Rate plus 1.0% (the “Base Rate”), plus the applicable spread as detailed below. The Company also pays an annual facility fee on ~~certain covenants.~~the total commitment under the New Facility. The pricing spreads and the Facility Fee under the New Facility are as follows:



Leverage Ratio	Applicable % for Eurodollar Rate	Applicable % for Base Rate	Annual Facility Fee %

≤ 40%	1.50%	0.50%	0.20%
>40% but ≤ 50%	1.60%	0.60%	0.25%
>50% but ≤ 55%	1.90%	0.90%	0.35%
>55% but ≤ 60%	2.10%	1.10%	0.40%

The Company selected the Eurodollar rate for interest calculation purposes in June 2012, and the applicable spread at June 30, 2012 was 1.6%.

Other Debt Activity

On ~~June~~March 28, 2012, the Company entered into a $100 million mortgage note payable secured by 191 Peachtree Tower, a 1.2 million square foot office building in Atlanta, Georgia. The interest rate is 3.35% and interest-only payments are due monthly through May 1, ~~2011,~~2016, followed by monthly principal and interest payments through October 1, 2018, the maturity date.

In April 2012, the Company prepaid ~~without penalty,~~ the ~~333/555~~100/200 North Point Center East mortgage note. On July 1, 2011, the Company prepaid, without penalty, the Lakeshore Park Plaza mortgage note, and expensed approximately $74,000 of unamortized loan closing costs, which are reflected as Loss on Extinguishment of Debt on the 2011 Statements of Operations. On August 10, 2011, the Company repaid the 600 University Park Place mortgage note in full, ~~upon its maturity.~~without penalty.

~~In May 2011, the Company was released of its obligation under the Handy Road Associates, LLC mortgage note through foreclosure.~~

Fair Value

At ~~September~~June 30, ~~2011~~2012 and December 31, ~~2010,~~2011, the estimated fair values of the ~~Company’s~~Company's notes payable were approximately ~~$496.3~~$483.7 million and ~~$521.8~~$568.5 million, respectively, calculated by discounting future cash flows atusing estimated rates at which similar loans could have been obtained at ~~September 30, 2011 and December 31, 2010.~~those respective dates. This fair value calculation is considered to be a Level 2 calculation under the guidelines as set forth in ASC 820, “Fair Value Measurements and Disclosures,” as the Company utilizes estimates of market rates for similar type loans from third party brokers.

~~Interest Rate Swap Agreements~~

In 2010, the Company had an interest rate swap agreement to manage its interest rate risk associated with its floating-rate, LIBOR-based borrowings. This swap expired in October 2010. Also during 2010, the Company had an interest rate swap agreement to manage interest rate risk under its former $100 million term facility, which swap was terminated in July 2010 when the term facility was paid in full. The changes in fair value of the interest rate swap agreements were recorded in Accumulated Other Comprehensive Loss on the Balance Sheets.

5. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The Company describes its investments in unconsolidated joint ventures in Note 4 of “Notes to Consolidated Financial Statements” in its Annual Report on Form 10-K for the year ended December 31, ~~2010.~~2011. The following table summarizes balance sheet data of the ~~Company’s~~Company's unconsolidated joint ventures as of ~~September~~June 30, ~~2011~~2012 and December 31, ~~2010~~2011 (in thousands)~~. The investments in joint ventures which have negative~~:



	Total Assets				Total Debt				Total Equity						Company’s Investment
SUMMARY OF FINANCIAL POSITION:	2012		2011		2012		2011		2012			2011			2012				2011
CP Venture IV Holdings LLC	$	294,311	$	301,352	$	35,727	$	36,031	$	249,204		$	255,881		$	14,232			$	14,694
Charlotte Gateway Village, LLC	144,700		146,854		75,788		83,097		66,551			62,423			10,316				10,333
Palisades West LLC	121,701		124,588		—		—		79,956			81,635			41,743				42,616
CF Murfreesboro Associates	123,544		125,668		96,559		98,922		24,947			24,810			14,451				14,421
CP Venture LLC entities	101,751		102,178		—		—		99,608			99,942			3,306				3,343
MSREF/ Cousins Terminus 200 LLC	96,483		92,421		73,944		68,562		19,892			17,967			3,977				3,593
Cousins Watkins LLC	54,873		56,096		28,412		28,571		25,752			26,893			16,363				16,321
EP I LLC	59,379		33,343		17,880		1		33,051			29,137			27,975				24,827
Crawford Long - CPI, LLC	32,492		32,739		47,072		47,631		(16,390		)	(16,137		)	(7,017		)	*	(6,873		)	*
Ten Peachtree Place Associates	786		22,523		—		26,192		717			(4,145		)	95				(3,679		)	*
Wildwood Associates	21,216		21,224		—		—		21,141			21,221			(1,680		)	*	(1,639		)	*
Temco Associates, LLC	8,346		23,653		—		2,787		8,075			20,646			4,016				7,363
CL Realty, L.L.C.	7,065		44,481		—		1,056		6,823			42,932			3,412				22,413
TRG Columbus Development Venture, Ltd.	2,407		2,450		—		—		1,854			1,857			28				31
Terminus 200 LLC	789		789		—		—		789			789			—				—
Pine Mountain Builders, LLC	221		429		—		—		37			153			389				632
	$	1,070,064	$	1,130,788	$	375,382	$	392,850	$	622,007		$	666,004		$	131,606			$	148,396

*Negative balances are included in ~~the Deposits and~~ Deferred Income ~~line item~~ on the Balance Sheets.

Total Assets Total Debt Total Equity Company’s Investment
SUMMARY OF FINANCIAL POSITION: 2011 2010 2011 2010 2011 2010 2011 2010
CP Venture IV LLC entities $ 305,748 $ 313,603 $ 36,181 $ 36,620 $ 258,768 $ 267,085 $ 14,886 $ 15,364
Charlotte Gateway Village, LLC 150,730 154,200 86,664 97,030 60,440 54,834 10,341 10,366
CF Murfreesboro Associates 126,353 129,738 99,834 103,378 24,570 24,263 14,351 14,246
Palisades West LLC 125,089 129,378 — — 80,220 80,767 41,926 42,256
CP Venture LLC entities 103,105 106,066 — — 100,494 104,067 3,403 3,779
CL Realty, L.L.C. 82,357 86,657 1,047 2,663 79,003 82,534 37,954 39,928
MSREF/Terminus 200 LLC 80,563 65,164 55,426 46,169 14,130 13,956 2,825 2,791
Temco Associates, LLC 60,258 60,608 2,824 2,929 56,901 57,475 22,434 22,713
Cousins Watkins LLC 56,665 57,184 28,649 28,850 27,289 28,334 16,059 14,850
Crawford Long — CPI, LLC 32,105 34,408 47,905 48,701 (16,712 ) (15,341 ) (7,134 ) (6,431 )
EP I LLC 22,302 — 1 — 18,967 — 17,083 —
Ten Peachtree Place Associates 21,514 20,980 26,342 26,782 (5,080 ) (6,263 ) (4,150 ) (4,581 )
Wildwood Associates 21,344 21,220 — — 21,250 21,216 (1,625 ) (1,642 )
TRG Columbus Development Venture, Ltd. 3,051 3,574 — — 1,864 2,115 6 58
Pine Mountain Builders, LLC 425 1,559 — 896 247 403 679 757

$ 1,191,609 $ 1,184,339 $ 384,873 $ 394,018 $ 722,351 $ 715,445 $ 169,038 $ 154,454

The following table summarizes statement of operations information of the ~~Company’s~~Company's unconsolidated joint ventures for the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2012 and ~~2010~~2011 (in thousands):

Table of Contents

Company’s Share of Net
Total Revenues Net Income (Loss) Income (Loss)
SUMMARY OF OPERATIONS: 2011 2010 2011 2010 2011 2010
CP Venture IV LLC entities $ 23,133 $ 23,368 $ 3,111 $ 2,950 $ 811 $ 839
Charlotte Gateway Village, LLC 24,324 23,892 6,517 5,788 882 882
CF Murfreesboro Associates 9,903 10,457 307 956 (44 ) 312
Palisades West LLC 12,256 10,145 4,371 3,406 2,132 1,651
CP Venture LLC entities 14,259 13,921 6,132 6,458 619 669
CL Realty, L.L.C. 5,282 5,332 2,481 2,185 1,007 1,661
MSREF/Terminus 200 LLC 3,875 928 (2,912 ) (835 ) (585 ) (167 )
Temco Associates, LLC 405 2,110 (782 ) 429 (383 ) 214
Cousins Watkins LLC 3,633 — 47 — 1,799 —
Crawford Long — CPI, LLC 8,924 8,614 1,828 1,432 913 715
EP I LLC — — (6 ) — (4 ) —
Ten Peachtree Place Associates 5,413 5,875 801 734 413 378
Wildwood Associates — — (126 ) (85 ) (63 ) (42 )
TRG Columbus Development Venture, Ltd. 23 1,097 (1 ) 403 48 327
Pine Mountain Builders, LLC 2,926 2,202 (156 ) 129 (78 ) 59
Other — 533 — 55 1 (5 )

$ 114,356 $ 108,474 $ 21,612 $ 24,005 $ 7,468 $ 7,493

~~On June 28, 2011, EP I~~



	Total Revenues				Net Income (Loss)						Company's Share of Income (Loss)
SUMMARY OF OPERATIONS:	2012		2011		2012			2011			2012			2011
CP Venture IV Holdings LLC	$	15,097	$	15,430	$	1,758		$	1,890		$	508		$	539
Charlotte Gateway Village, LLC	16,477		16,308		4,733			4,282			588			588
Palisades West LLC	8,192		8,114		2,885			2,911			1,381			1,422
CF Murfreesboro Associates	6,612		6,622		138			178			(66		)	(41		)
CP Venture LLC entities	9,695		9,506		4,898			3,830			507			396
MSREF/ Cousins Terminus 200 LLC	6,105		2,197		(704		)	(2,173		)	(141		)	(434		)
Cousins Watkins LLC	3,120		2,422		(18		)	17			1,219			1,188
EP I LLC	110		—		(1		)	—			(1		)	—
Crawford Long - CPI, LLC	5,850		5,955		1,247			1,217			620			608
Ten Peachtree Place Associates	2,487		3,611		20,897			407			7,831			212
Wildwood Associates	—		—		(81		)	(85		)	(40		)	(43		)
Temco Associates, LLC	500		318		(123		)	(416		)	(265		)	(202		)
CL Realty, L.L.C.	1,997		3,144		736			1,390			53			545
TRG Columbus Development Venture, Ltd.	9		19		(3		)	7			(3		)	50
Pine Mountain Builders, LLC	15		2,632		(116		)	(44		)	(243		)	(20		)
	$	76,266	$	76,278	$	36,246		$	13,411		$	11,948		$	4,808

In March 2012, CL Realty, L.L.C. and Temco Associates, LLC ~~(“EP I”)~~sold its interests in 18 residential development projects and related residential land to Forestar Realty Inc., its partner in both ventures. The Company's share of the proceeds from the sale was ~~formed between~~approximately $23.5 million.

In the ~~Company, with~~second quarter of 2012, the Ten Peachtree Place Associates joint venture sold Ten Peachtree Place, a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, for the purpose of developing and operating Emory Point, the first phase of a mixed-use property260,000 square foot office building in Atlanta, ~~Georgia. Profits and losses are allocated to~~Georgia, for $45.3 million. A gain was recognized on the ~~partners based on their percentage ownership interests, with no preferences or promotes. Upon formation,~~transaction, the ~~Company contributed~~Company's share of which was approximately ~~$8.1~~$7.5 million in cash and $3.1 million in predevelopment assets, and Gables contributed a total of approximately $3.8 million in cash and other assets. The Company’s investment in EP I includes cash contributions subsequent to formation and other previously capitalized assets related to the venture, for a total investment balance of $17.1 million at September 30, 2011. The Company anticipates it will make approximately $16.7 million in additional cash contributions to the venture for project development. Upon formation, EP I also entered into a construction loan agreement, secured by the project, to provide for up to $61.1 million to fund construction. The venture may select from two interest rate options, as defined in the loan agreement, which are based on floating-rate indices plus a spread. The loan matures June 28, 2014 and may be extended for two, one-year periods if certain conditions are met. The Company and Gables guarantee up to approximately $11.5 million and $3.8 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain covenants..

FFO is used by industry analysts, investors and the Company as a supplemental measure of a ~~REIT’s~~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 a ~~REIT’s~~REIT's operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes the use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance in part based on FFO. Additionally, the Company uses FFO, along with other measures, ~~to assess~~as a performance ~~in connection with evaluating and granting~~measure for incentive compensation to its officers and other key employees.

Segment net income, the balance of the Company's investment in joint ventures and the amount of capital expenditures are not presented in the following tables. Management does not utilize these measures when analyzing its segments or when making resource allocation decisions, and therefore this information is not provided. FFO is reconciled to net income (loss) on a total Company basis (in thousands).:

CPS Third
Party
Management
Three Months Ended September 30, 2011 Office Retail Land and Leasing Other Total

Net operating income, including discontinued operations $ 15,442 $ 5,026 $ — $ — $ 907 $ 21,375
Fee income, net of reimbursed expenses — — 14 3,300 2,029 5,343
Residential lot, outparcel and multi-family unit sales, net of cost of sales — — 7 — — 7
Other income 368 — — — 80 448
Third party management and leasing expenses — — — (2,143 ) — (2,143 )
General and administrative expenses — — — — (4,295 ) (4,295 )
Interest expense — — — — (6,601 ) (6,601 )
Depreciation and amortization of non-real estate assets — — — — (388 ) (388 )
Separation expenses — — — — (15 ) (15 )
Other expenses — — — — (790 ) (790 )
Loss on extinguishment of debt — — — — (74 ) (74 )
Funds from operations from unconsolidated joint ventures 2,766 2,110 225 — (2 ) 5,099
Income attributable to noncontrolling interests, excluding amounts related to gain on sale of depreciated investment properties — — — — (611 ) (611 )
Benefit for income taxes from operations — — — — 180 180
Preferred stock dividends — — — — (3,226 ) (3,226 )

Funds from operations available to common stockholders
$ 18,576 $ 7,136 $ 246 $ 1,157 $ (12,806 ) 14,309

Real estate depreciation and amortization, including Company’s share of joint ventures (15,420 )
Noncontrolling interest related to gain on sale of depreciated investment properties (1,581 )
Gain on sale of depreciated investment properties 2,880

Net income available to common stockholders
$ 188



Three Months Ended June 30, 2012	Office		Retail		Land			CPS Third Party Management and Leasing			Other			Total
Net operating property income, including discontinued operations	$	16,741	$	4,749	$	—		$	—		$	—		$	21,490
Fee income, net of reimbursed expenses	—		—		—			3,676			1,429			5,105
Residential lot and other sales, net of cost of sales	—		—		89			—			—			89
Other income	—		13		—			—			253			266
Third party management and leasing expenses	—		—		—			(2,254		)	—			(2,254		)
General and administrative expenses	—		—		—			—			(5,645		)	(5,645		)
Interest expense	—		—		—			—			(5,875		)	(5,875		)
Depreciation and amortization of non-real estate assets	—		—		—			—			(223		)	(223		)
Separation expenses	—		—		—			—			(79		)	(79		)
Other expenses	—		—		—			—			(579		)	(579		)
Funds from operations from unconsolidated joint ventures	2,709		2,176		(135		)	—			(2		)	4,748
Funds from operations attributable to noncontrolling interests	—		—		—			—			(631		)	(631		)
Provision for income taxes from operations	—		—		—			—			(33		)	(33		)
Preferred stock dividends	—		—		—			—			(3,227		)	(3,227		)
Funds from operations available to common stockholders	$	19,450	$	6,938	$	(46	)	$	1,422		$	(14,612	)	$	13,152

Real estate depreciation and amortization, including Company's share of joint ventures														(15,022		)
Gain on sale of depreciable investment properties														8,271
Net income available to common stockholders														$	6,401

CPS Third
Party
Management For-Sale
Three Months Ended September 30, 2010 Office Retail Land and Leasing Multi-Family Other Total

Net operating income, including discontinued operations $ 14,658 $ 5,262 $ — $ — $ — $ 1,092 $ 21,012
Fee income, net of reimbursed expenses — — 117 2,540 — 2,457 5,114
Residential lot, multi-family unit, tract and outparcel sales, net of cost of sales, including gain on sale of undepreciated investment properties — (1 ) 81 — 1,447 — 1,527
Other income 8 18 — — — 230 256
Third party management and leasing expenses — — — (1,938 ) — — (1,938 )
General and administrative expenses — — — — — (6,172 ) (6,172 )
Interest expense — — — — — (8,702 ) (8,702 )
Depreciation and amortization of non-real estate assets — — — — — (441 ) (441 )
Separation expenses (202 ) (202 )
Other expenses — — — — — (909 ) (909 )
Loss on extinguishment of debt — — — — — (9,235 ) (9,235 )
Funds from operations from unconsolidated joint ventures 2,532 1,458 368 — 165 — 4,523
Income attributable to noncontrolling interests — — — — — (696 ) (696 )
Provision for income taxes from operations — — — — — (25 ) (25 )
Preferred stock dividends — — — — — (3,226 ) (3,226 )

Funds from operations available to common stockholders
$ 17,198 $ 6,737 $ 566 $ 602 $ 1,612 $ (25,829 ) 886

Real estate depreciation and amortization, including Company’s share of joint ventures (15,899 )
Gain on sale of depreciated investment properties 6,631

Net loss available to common stockholders
$ (8,382 )

13

Table of Contents

CPS Third
Party
Management
Nine Months Ended September 30, 2011 Office Retail Land and Leasing Other Total

Net operating income, including discontinued operations $ 46,152 $ 15,607 $ — $ — $ 2,868 $ 64,627
Fee income, net of reimbursed expenses — — 105 7,536 5,875 13,516
Residential lot, outparcel and multi-family unit sales, net of cost of sales — 50 57 — 2,177 2,284
Other income 1,185 34 — — 386 1,605
Third party management and leasing expenses — — — (5,859 ) — (5,859 )
General and administrative expenses — — — — (17,828 ) (17,828 )
Interest expense — — — — (21,503 ) (21,503 )
Impairment loss — — — — (3,508 ) (3,508 )
Depreciation and amortization of non-real estate assets — — — — (1,323 ) (1,323 )
Separation expenses — — — — (193 ) (193 )
Other expenses — — — — (2,324 ) (2,324 )
Loss on extinguishment of debt — — — — (74 ) (74 )
Funds from operations from unconsolidated joint ventures 8,215 6,476 504 — 48 15,243
Income attributable to noncontrolling interests, excluding amounts related to gain on sale of depreciated investment properties — — — — (1,873 ) (1,873 )
Benefit for income taxes from operations — — — — 217 217
Preferred stock dividends — — — — (9,680 ) (9,680 )

Funds from operations available to common stockholders
$ 55,552 $ 22,167 $ 666 $ 1,677 $ (46,735 ) 33,327

Real estate depreciation and amortization, including Company’s share of joint ventures (46,735 )
Noncontrolling interest related to gain on sale of depreciated investment properties (1,581 )
Gain on sale of depreciated investment properties, net 2,614

Net loss available to common stockholders
$ (12,375 )

CPS Third
Party
Management For-Sale
Nine Months Ended September 30, 2010 Office Retail Land and Leasing Multi-Family Other Total

Net operating income, including discontinued operations $ 44,368 $ 18,775 $ — $ — $ — $ 2,240 $ 65,383
Fee income, net of reimbursed expenses — — 411 6,871 — 6,178 13,460
Residential lot, multi-family unit, tract and outparcel sales, net of cost of sales, including gain on sale of undepreciated investment properties — 4,584 755 — 5,458 1,204 12,001
Other income 18 79 — — — 473 570
Third party management and leasing expenses — — — (6,162 ) — — (6,162 )
General and administrative expenses — — — — — (20,952 ) (20,952 )
Interest expense — — — — — (28,769 ) (28,769 )
Depreciation and amortization of non-real estate assets — — — — — (1,475 ) (1,475 )
Separation expenses — — — — — (303 ) (303 )
Other expenses — — — — — (4,773 ) (4,773 )
Impairment loss — — — — (586 ) — (586 )
Loss on extinguishment of debt — — — — — (9,827 ) (9,827 )
Funds from operations from unconsolidated joint ventures 7,374 4,823 2,049 — 327 — 14,573
Income attributable to noncontrolling interests — — — — — (1,806 ) (1,806 )
Benefit for income taxes from operations — — — — — 1,107 1,107
Preferred stock dividends — — — — — (9,680 ) (9,680 )

Funds from operations available to common stockholders
$ 51,760 $ 28,261 $ 3,215 $ 709 $ 5,199 $ (66,383 ) 22,761

Real estate depreciation and amortization, including Company’s share of joint ventures (48,060 )
Gain on sale of depreciated investment properties 6,749

Net loss available to common stockholders
$ (18,550 )



Three Months Ended June 30, 2011	Office		Retail		Land		CPS Third Party Management and Leasing			Other			Total
Net operating property income, including discontinued operations	$	15,458	$	4,847	$	—	$	—		$	911		$	21,216
Fee income, net of reimbursed expenses	—		—		56		2,396			2,008			4,460
Residential lot and other sales, net of cost of sales	—		—		4		—			—			4
Other income	447		10		—		—			194			651
Third party management and leasing expenses	—		—		—		(1,871		)	—			(1,871		)
General and administrative expenses	—		—		—		—			(6,133		)	(6,133		)
Interest expense	—		—		—		—			(7,358		)	(7,358		)
Depreciation and amortization of non-real estate assets	—		—		—		—			(372		)	(372		)
Separation expenses	—		—		—		—			(77		)	(77		)
Other expenses	—		—		—		—			(659		)	(659		)
Funds from operations from unconsolidated joint ventures	2,685		2,125		127		—			33			4,970
Funds from operations attributable to noncontrolling interests	—		—		—		—			(681		)	(681		)
Provision for income taxes from operations	—		—		—		—			(27		)	(27		)
Preferred stock dividends	—		—		—		—			(3,227		)	(3,227		)
Funds from operations available to common stockholders	$	18,590	$	6,982	$	187	$	525		$	(15,388	)	$	10,896

Real estate depreciation and amortization, including Company's share of joint ventures													(15,661		)
Gain on sale of depreciable investment properties													59
Net loss available to common stockholders													$	(4,706	)

Table of Contents



Six Months Ended June 30, 2012	Office		Retail		Land			CPS Third Party Management and Leasing			Other			Total
Net operating income, including discontinued operations	$	33,676	$	10,797	$	—		$	—		$	1		$	44,474
Fee income, net of reimbursed expenses	—		—		—			6,086			2,909			8,995
Residential lot and other sales, net of cost of sales	—		—		474			—			—			474
Other income	—		205		—			—			1,526			1,731
Third party management and leasing expenses	—		—		—			(4,253		)	—			(4,253		)
General and administrative expenses	—		—		—			—			(12,268		)	(12,268		)
Interest expense	—		—		—			—			(12,143		)	(12,143		)
Loss on extinguishment of debt	—		—		—			—			(94		)	(94		)
Depreciation and amortization of non-real estate assets	—		—		—			—			(587		)	(587		)
Separation expenses	—		—		—			—			(292		)	(292		)
Other expenses	—		—		—			—			(1,273		)	(1,273		)
Funds from operations from unconsolidated joint ventures	5,709		4,286		(397		)	—			(3		)	9,595
Funds from operations attributable to noncontrolling interests	—		—		—			—			(1,205		)	(1,205		)
Provision for income taxes from operations	—		—		—			—			(60		)	(60		)
Preferred stock dividends	$	—	$	—	$	—		$	—		$	(6,454	)	$	(6,454	)
Funds from operations available to common stockholders	$	39,385	$	15,288	$	77		$	1,833		$	(29,943	)	$	26,640

Real estate depreciation and amortization, including Company's share of joint ventures														(31,575		)
Impairment loss on depreciable investment property														(12,233		)
Noncontrolling interest related to gain on sale of depreciated investment properties														2,043
Gain on sale of depreciated investment properties														8,414
Net loss available to common stockholders														$	(6,711	)

Table of Contents



Six Months Ended June 30, 2011	Office		Retail		Land		CPS Third Party Management and Leasing			Other			Total
Net operating property income, including discontinued operations	$	30,709	$	10,582	$	—	$	—		$	1,961		$	43,252
Fee income, net of reimbursed expenses	—		—		91		4,236			3,846			8,173
Residential lot and other sales, net of cost of sales	—		50		50		—			—			100
Other income	818		34		—		—			4,969			5,821
Third party management and leasing expenses	—		—		—		(3,716		)	—			(3,716		)
General and administrative expenses	—		—		—		—			(13,533		)	(13,533		)
Interest expense	—		—		—		—			(14,902		)	(14,902		)
Impairment loss	—		—		—		—			(3,508		)	(3,508		)
Depreciation and amortization of non-real estate assets	—		—		—		—			(935		)	(935		)
Separation expenses	—		—		—		—			(178		)	(178		)
Other expenses	—		—		—		—			(4,021		)	(4,021		)
Funds from operations from unconsolidated joint ventures	5,449		4,366		279		—			50			10,144
Funds from operations attributable to noncontrolling interests	—		—		—		—			(1,262		)	(1,262		)
Benefit for income taxes from operations	—		—		—		—			37			37
Preferred stock dividends	—		—		—		—			(6,454		)	(6,454		)
Funds from operations available to common stockholders	$	36,976	$	15,032	$	420	$	520		$	(33,930	)	$	19,018

Real estate depreciation and amortization, including Company's share of joint ventures													(31,315		)
Loss on sale of depreciable investment properties, net of gains													(266		)
Net loss available to common stockholders													$	(12,563	)

When reviewing the results of operations for the Company, management analyzes the following revenue and income items net of their related costs:

	•		~~Rental property operations, including discontinued;~~

	•		~~Reimbursements of third-party and joint venture personnel costs;~~

	•		~~Residential, tract and outparcel sales;~~

	•		~~Multi-family unit sales; and~~

	•		~~Gains or losses on sales of investment properties.~~

•Rental property operations, including discontinued;

•Reimbursements of third-party and joint venture personnel costs;

•Residential lots, tracts and outparcel sales;

•Multi-family unit sales; and

•Gains or losses on sales of investment properties.

These amounts are shown in the segment tables above in the same “net” manner as shown to management. Certain adjustments are required to reconcile the above segment information to the ~~Company’s~~Company's consolidated revenues, including adjusting for gains on sales of investment properties, as these gains are not presented within revenues in the Statements of Operations. The following table reconciles information presented in the tables above to the ~~Company’s~~Company's consolidated revenues (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2011 2010 2011 2010
Net operating income, including discontinued operations $ 21,375 $ 21,012 $ 64,627 $ 65,383
Plus rental property operating expenses, including discontinued operations 14,968 14,150 42,705 42,029
Fee income 5,343 5,114 13,516 13,460
Third party management and leasing expense reimbursements 2,098 2,184 6,555 7,132
Reimbursed expenses 1,866 1,392 4,749 4,649
Residential lot, outparcel, and multi-family unit sales, net of cost of sales, including gain on sale of undepreciated investment properties 7 1,527 2,284 12,001
Less gain on sale of undepreciated investment properties not included in revenues — 1 — (1,698 )
Plus residential lot, multi-family unit and outparcel cost of sales 158 5,739 2,790 29,188
Net operating income from discontinued operations not included in revenues (1,075 ) (1,322 ) (3,238 ) (6,782 )
Other income 448 256 1,605 570
Other income — discontinued operations — (11 ) (88 ) (30 )

Total consolidated revenues $ 45,188 $ 50,042 $ 135,505 $ 165,902

Rental Property Revenues. Rental property revenues increased approximately ~~$1.4~~$4.3 million ~~(4%~~(14%) and ~~$3.5~~$9.1 million ~~(3%~~(15%) in the three and ~~nine~~six month ~~2011~~2012 periods compared to the ~~same 2010~~2011 periods, respectively, due to:

General and Administrative Expense (“G&A”). G&A expense decreased approximately ~~$1.9 million (30%~~$488,000 (8%) and ~~$3.1~~$1.3 million ~~(15%~~(9%) between the three and ~~nine~~six month ~~2011~~2012 and ~~2010~~2011 periods, respectively, primarily as a result of ~~the following:~~

~~Decrease in employee~~lower salaries and benefits ~~other than stock-based compensation,~~expense during 2012 from a decrease in the number of ~~approximately $612,000 and $1.2 million~~employees between the periods, as well as an increase in capitalized salaries during the periods. In addition, director expenses decreased in the 2012 periods, as the size of the board of directors decreased by two members in May 2012.

Interest Expense. Interest expense decreased approximately $1.5 million (20%) and $2.8 million (19%) in the three and ~~nine~~six month ~~2011~~2012 and ~~2010~~2011 periods, respectively, primarily due to a decrease in the ~~number of~~average debt outstanding between the periods. The Company ~~employees~~used proceeds from asset sales to repay certain mortgages and ~~a change in the Company’s employee retirement plan funding;~~

its Credit Facility as described below.

Decrease ~~in expense related to stock-based compensation~~ of approximately ~~$1.3~~$1.1 million and ~~$1.1~~$2.1 million between the three and ~~nine~~six month ~~2011~~2012 and ~~2010~~2011 periods, respectively, ~~primarily due to a decrease~~resulting from the repayment of the 100/200 North Point Center East mortgage note in the ~~valuation~~second quarter of ~~stock-based awards, resulting mainly from a drop~~2012, and the repayment of the 333/555 North Point Center East, 600 University Park Place and Lakeshore Park Plaza mortgage notes in ~~the Company’s stock price~~2011; and

Decrease of approximately $703,000 and $530,000 between the ~~periods;~~

Decrease in employee salaries and benefits resulting from higher capitalized personnel costs of approximately $246,000 between the nine month 2011 and 2010 periods. The Company capitalizes salaries and benefits of personnel who work on qualified development projects or on leases that have been either executed or are probable of being executed. There were lower capitalized salaries of $468,000 in the three month 2011 period compared to the same 2010 period. The amount of probable development projects and the number of leases executed fluctuates from period to period, and therefore, the amounts capitalized change;

Increase of $347,000 between the nine month 2011 and 2010 periods in board of director’s expenses, mainly due to a change in director compensation in 2011 (there was no significant three month change); and

~~Decrease of $73,000 and $233,000 in the~~ three and ~~nine~~six month2012 and 2011 periods, respectively, due to a decrease in ~~professional fees.~~average borrowings on the Company's Credit Facility.

~~Interest Expense~~. Interest expense further decreased approximately ~~$2.1 million (24%)~~$489,000 and ~~$7.1 million (25%) in~~$915,000 between the three and ~~nine~~six month 2012 and 2011 periods, compared to the same 2010 periods, respectively. This decrease is partially due to lower average debt outstanding of approximately $17 million and $61 million in the three and nine month 2011 periods, respectively. Overall, debt was reduced using proceedsrespectively, from ~~multi-family residential unit and operating property sales in 2010 and 2011. In addition,~~increased capitalized interest, ~~expense decreased~~ as a result of the termination of two interest rates swaps in 2010 which had effectively fixed certain variable-rate debt at a rate higher than the variable rate paid in 2011, and from the Terminus 100 mortgage note payable, which was refinanced in 2010 at a lower interest rate and a $40.0 million reduction in principal.

~~Other Expense.~~ ~~Other expense decreased approximately $119,000 (13%) and $2.4 million (51%) in the three and nine month 2011 periods compared to the same 2010 periods, respectively. In the nine month 2010 period,~~ the Company ~~recognized expense of approximately $1.9 million related~~began capitalizing interest to the abandonment of a predevelopment project. No predevelopment projects were similarly written off in 2011. Additionally, the Company incurred approximately $860,000 more in property taxes and other holding costs related to its developed and unsold multi-family residentialtwo new development projects in the ~~nine~~latter part of 2011. These decreases were offset by an increase in interest expense of $891,000 and $918,000 between the three and six month ~~2010 period.~~2012 and 2011 periods, respectively, from the 191 Peachtree Tower mortgage note which was executed in 2012.

Impairment ~~Loss~~Losses. In the first quarter of 2012, the Company recorded an impairment loss of $12.2 million on The Avenue Collierville, as this property was sold in May 2012 at a sales price less than its cost basis. In the first quarter of 2011, the Company recorded an impairment loss of $3.5 million on its investment in Verde Realty, a cost method ~~investment. In~~investment in a privately-held real estate investment trust.

Other Expense. Other expense decreased $76,000 (12%) and $2.7 million (68%) between the ~~second quarter~~three and six month 2012 and 2011 periods, respectively, primarily from a decrease in the cost of ~~2010, the Company recorded an impairment loss~~sales of ~~$586,000 related to its 60 North Market condominium project.~~multi-family residential units, as less were sold in 2012 than 2011.

Depreciation and Amortization. Depreciation and amortization ~~decreased~~increased approximately ~~$224,000 (2%~~$1.9 million (17%) and ~~$784,000 (2%~~$4.0 million (18%) inbetween the three and ~~nine~~six month ~~2011~~2012 and ~~2010~~2011 periods, respectively, primarily due to ~~accelerated amortization in 2010 of tenant assets for retail tenants who terminated their leases prior to~~ the ~~originally scheduled end date. Partially offsetting this decrease was an increase in depreciation expense during~~November 2011 ~~at several properties due to increased occupancy and an increase in depreciation expense at 555 North Point Center East, as a tenant terminated its lease early and the amortization~~acquisition of the ~~related tenant improvements was accelerated.~~Promenade office building.

~~Loss on Extinguishment of Debt and Interest Rate Swaps.~~ In 2010, the Company repaid a $100 million term facility and terminated a related interest rate swap, resulting in a $9.2 million payment to the swap’s counterparty. In addition, in 2010 the Company modified its Credit Facility and, as a result, charged $592,000 of unamortized loan closing costs to expense. In 2011, the Company prepaid the Lakeshore Park Plaza mortgage note and as a result, charged $74,000 of unamortized loan closing costs to expense.

Funds From Operations. The table below shows Funds from Operations Available to Common Stockholders (“FFO”) and the related reconciliation to net income (loss) available to common stockholders for the Company. The Company calculates FFO in accordance with the National Association of Real Estate Investment ~~Trusts’ (“NAREIT”~~Trusts' ("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 or losses from sales of 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~~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 beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance in part based on FFO. Additionally, the Company uses FFO, along with other measures, ~~to assess~~as a performance ~~in connection with evaluating and granting~~measure for incentive compensation to its officers and other key employees. The reconciliation of net income (loss) available to common stockholders to FFO is as follows for the three and ~~nine~~six months ended ~~September~~June 30, ~~2011~~2012 and ~~2010~~2011 (in thousands, except per share information):

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Three Months Ended Nine Months Ended
September 30, September 30,
2011 2010 2011 2010
Net Income (Loss) Available to Common Stockholders
$ 188 $ (8,382 ) $ (12,375 ) $ (18,550 )
Depreciation and amortization:
Consolidated properties 12,891 13,115 38,310 39,094
Discontinued properties 478 881 1,973 3,361
Share of unconsolidated joint ventures 2,444 2,349 7,790 7,097
Depreciation of furniture, fixtures and equipment:
Consolidated properties (388 ) (441 ) (1,323 ) (1,470 )
Discontinued properties — — — (5 )
Share of unconsolidated joint ventures (5 ) (5 ) (15 ) (17 )
Gain on sale of investment properties:
Consolidated (59 ) (58 ) (177 ) (1,875 )
Discontinued properties, net of noncontrolling interest (1,240 ) (6,572 ) (856 ) (6,572 )
Gain (loss) on sale of undepreciated investment properties — (1 ) — 1,698

Funds From Operations Available to Common Stockholders
$ 14,309 $ 886 $ 33,327 $ 22,761

Per Common Share — Basic and Diluted:

Net Income (Loss) Available
$ .00 $ (.08 ) $ (.12 ) $ (.18 )

Funds From Operations
$ .14 $ .01 $ .32 $ .23

Weighted Average Shares — Basic
103,715 101,893 103,631 100,995

Weighted Average Shares — Diluted
103,718 101,893 103,642 100,995

Three Months Ended June 30, Six Months Ended June 30,
2012 2011 2012 2011
Net Income (Loss) Available to Common Stockholders $ 6,401
$ (4,706 ) $ (6,711 ) $ (12,563 )
Depreciation and amortization:
Consolidated properties 12,750
10,896
25,861
21,877
Discontinued properties —
2,479
1,145
5,037
Share of unconsolidated joint ventures 2,500
2,663
5,166
5,346
Depreciation of furniture, fixtures and equipment:
Consolidated properties (223 ) (372 ) (587 ) (935 )
Discontinued properties —
—
—
—
Share of unconsolidated joint ventures (5 ) (5 ) (10 ) (10 )
Impairment loss on depreciable investment property, net of noncontrolling interest —
—
10,190
—
(Gain) loss on sale of investment properties:
Consolidated, including amounts attributable to noncontrolling interests (29 ) (59 ) (86 ) (118 )
Discontinued properties (674 ) —
(760 ) 384
Share of unconsolidated joint ventures (7,509 ) —
(7,509 ) —
Other (59 ) —
(59 ) —
Funds From Operations Available to Common Stockholders $ 13,152
$ 10,896
$ 26,640
$ 19,018

Per Common Share — Basic and Diluted:
Net Income (Loss) Available $ 0.06
$ (0.05 ) $ (0.06 ) $ (0.12 )
Funds From Operations $ 0.13
$ 0.11
$ 0.26
$ 0.18

Weighted Average Shares — Basic 104,165
103,659
104,082
103,588
Weighted Average Shares — Diluted 104,165
103,684
104,086
103,606

Liquidity and Capital Resources:

The ~~Company’s~~Company's primary liquidity sources are:

	•		~~Cash from operations;~~

	•		~~Borrowings under its Credit Facility;~~

	•		~~Mortgage notes payable;~~

	•		~~Proceeds from common and preferred equity offerings;~~

	•		~~Joint venture formations; and~~

	•		~~Sales of assets.~~

•Net cash from operations;

•Sales of assets;

•Borrowings under its Credit Facility;

•Proceeds from mortgage notes payable;

•Proceeds from equity offerings; and

•Joint venture formations.

The ~~Company’s~~Company's primary liquidity uses are:

	•		~~Corporate expenses;~~

	•		~~Expenditures on predevelopment and development projects;~~

	•		~~Payments of tenant improvements and other leasing costs;~~

	•		~~Principal and interest payments on debt obligations;~~

	•		~~Dividends to common and preferred stockholders; and~~

	•		~~Property investments.~~

•Payments of tenant improvements and other leasing costs;

•Principal and interest payments on debt obligations;

•Dividends to common and preferred stockholders;

•Corporate expenses;

•Property acquisitions; and

•Expenditures on predevelopment and development projects.

Financial Condition

During ~~2010 and 2011,~~the last two years, the Company improved its financial position by reducing leverage, extending debt maturities, replacing higher cost mortgage notes with lower cost financing and modifying ~~the credit facility,~~its Credit Facility, all of which increased overall financial flexibility. The Company ~~has no debt maturities for the remainder of 2011. The Company~~ expects to fund its ~~debt maturities and other~~current commitments over the next 12 months with net cash flows from operations, borrowings under its Credit Facility, borrowings under new or renewed mortgage loans and proceeds from the sale of assets. The Company ~~also anticipates entering into a new credit facility prior to~~amended its $350 million Credit Facility in the first quarter of 2012, extending the maturity ~~date~~from August 2012 to February 2016, with a one-year extension under certain situations and adding an accordion feature up to $500 million. The Company had a $24 million fixed-rate mortgage loan maturing in June 2012, which was prepaid in April 2012. There are no

Table of ~~its existing Credit Facility,~~Contents

other significant maturities over the next 12 months.

The Company sold operating properties in the first half of 2012, which generated a significant amount of proceeds. In addition, the Company anticipates selling a significant portion of residential projects and land holdings over the next several years, which is expected to provide cash proceeds, as well as reduce outlays previously anticipated to be needed in order to hold and/or develop these assets.

The Company may also seek additional capital to fund its activities ~~which could~~that may include joint venture ~~equity from~~formation with third parties and/or the issuance of common or preferred equity.

If Relative to prior years, the Company's new investment commitments have decreased. The Company commenced two new development projects and acquired an operating office building in 2011. The Company could make additional acquisitions or commence new project developments during 2012, if opportunities ~~arise, the~~arise. The Company ~~may acquire operating, development or redevelopment projects~~also has commitments under current leases to fund tenant assets and anticipates incurring additional tenant costs in the remainder of ~~2011, or make other investments. The Company currently has commitments under existing leases to fund tenant improvements and anticipates additional tenant costs in 2011~~2012 based on lease-up ~~expectations, which would increase the use of cash.~~expectations.

Contractual Obligations and Commitments

At ~~September~~June 30, ~~2011,~~2012, the Company was subject to the following contractual obligations and commitments (in thousands):

Total 1 Year 1-3 Years 3-5 Years 5 years
Contractual Obligations:

Company debt:
Unsecured Credit Facility and construction loan $ 119,801 $ 119,800 $ 1 $ — $ —
Mortgage notes payable 342,333 28,828 9,524 24,039 279,942
Interest commitments (1) 145,023 22,204 36,353 34,634 51,832
Ground leases 14,895 101 209 221 14,364
Other operating leases 1,359 619 545 146 49

Total contractual obligations $ 623,411 $ 171,552 $ 46,632 $ 59,040 $ 346,187

Commitments:

Estimated development commitments $ 15,901 $ 15,217 $ 612 $ 72 $ —
Unfunded tenant improvements and other 15,612 15,262 350 — —
Letters of credit 2,105 2,105 — — —
Performance bonds 935 921 14 — —

Total commitments $ 34,553 $ 33,505 $ 976 $ 72 $ —



	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 years
Contractual Obligations:
Company debt:
Unsecured Credit Facility and construction facility	$	46,450	$	—	$	5,950	$	40,500	$	—
Mortgage notes payable	414,571		4,473		9,927		26,334		373,837
Interest commitments (1)	153,000		22,614		44,314		40,876		45,196
Ground leases	15,460		107		222		235		14,896
Other operating leases	765		463		183		80		39
Total contractual obligations	$	630,246	$	27,657	$	60,596	$	108,025	$	433,968
Commitments:
Estimated development commitments	$	8,022	$	7,220	$	802	$	—	$	—
Unfunded tenant improvements and other	13,273		13,273		—		—		—
Letters of credit	2,105		2,105		—		—		—
Performance bonds	518		472		46		—		—
Total commitments	$	23,918	$	23,070	$	848	$	—	$	—


(1)		Interest on variable rate obligations is based on rates effective as of ~~September~~June 30, ~~2011.~~2012.

In addition, the Company has several standing or renewable service contracts mainly related to the operation of buildings. These contracts are in the ordinary course of business and are generally one year or less. These contracts are not included in the above table and are usually reimbursed in whole or in part by tenants.

Credit Facility

On February 28, 2012, the Company amended its $350 million senior unsecured line of credit by entering into the Second Amended and Restated Credit Agreement (the “New Facility”), which replaced the Amended and Restated Credit Agreement dated August 29, 2007 (the “Old Facility"). The New Facility amends the Old Facility by, among other things, extending the maturity date from August 29, 2012 to February 28, 2016, with an additional one-year extension option upon certain conditions and with the payment of a fee. It also adds an accordion feature permitting the amount available to increase by up to $150 million, under certain conditions and in specified increments, for a total available of $500 million.

The New Facility also reduces the Company's interest rate spreads on borrowings as compared to the Old Facility. The Company may borrow funds at an interest rate, at its option, calculated as either (1) the current Eurodollar rate plus the applicable spread as detailed below or (2) the greater of Bank of America's prime rate, the Federal Funds Rate plus 0.50% or the one-month Eurodollar Rate plus 1.0% (the “Base Rate”), plus the applicable spread as detailed below. The Company also pays an annual facility fee on the total commitment under the New Facility. The pricing spreads and the Facility Fee under the New Facility are as follows:

23
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Leverage Ratio Applicable % for Eurodollar Rate Applicable % for Base Rate Annual Facility Fee %

≤ 40% 1.50% 0.50% 0.20%
>40% but ≤ 50% 1.60% 0.60% 0.25%
>50% but ≤ 55% 1.90% 0.90% 0.35%
>55% but ≤ 60% 2.10% 1.10% 0.40%
The Company selected the Eurodollar rate for interest calculation purposes in June 2012, and the applicable spread at June 30, 2012 was 1.60%. There was $40.5 million outstanding under the New Facility as of June 30, 2012.
2012 Debt Activity
In the first quarter of 2012, the Company obtained a new $100 million mortgage note payable on its 191 Peachtree Tower office building. In addition, the Company prepaid a $24 million mortgage note due in June 2012 in April 2012. See Note 2 herein for detailed information.

Other Debt Information

The real estate and other assets of The American Cancer Society Center (the “ACS Center”) are restricted under the ACS Center loan agreement in that they are not available to settle debts of the Company. However, provided that the ACS Center loan has not incurred any uncured event of default, as defined in the loan agreement, the cash flows from the ACS Center, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

The Company’s Credit Facility bears interest at the London Interbank Offered Rate (“LIBOR”) plus a spread, based on the Company’s leverage ratio, as defined in the Credit Facility. At September 30, 2011, the spread over LIBOR under the Credit Facility was 2.0%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company’s unencumbered assets and other factors. Total borrowing capacity under the Credit Facility was $350 million at September 30, 2011. In August 2011, the Company exercised the one-year extension option under the Credit Facility, which changed the maturity date to August 29, 2012.

On June 28, 2011, EP I LLC (“EP I”) was formed between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, for the purpose of developing and operating Emory Point, the first phase of a mixed-used property in Atlanta, Georgia. Upon formation, EP I entered into a construction loan agreement, secured by the project, to provide for up to $61.1 million to fund construction. The venture may select from two interest rate options, as defined in the loan agreement, which are based on floating-rate indices plus a spread. At September 30, 2011, the interest rate on the loan was 2.09%. The loan matures June 28, 2014 and may be extended for two, one-year periods if certain conditions are met. The Company and Gables will guarantee up to approximately $11.5 million and $3.8 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain covenants.

On September 12, 2011, the Company, formed Mahan Village LLC (“Mahan”), a consolidated entity where a partner has a noncontrolling interest, to construct Mahan Village, a 147,000 square foot retail center in Tallahassee, Florida. Mahan entered into a construction loan agreement, secured by the project, to provide for up to approximately $15.0 million to fund construction. The debt contains two interest rate options, as defined in the loan agreement, which are based on floating-rate indices plus a spread. The loan matures September 12, 2014, and may be extended for two, one-year periods if certain conditions are met. The Company guarantees up to 25% of the construction loan, which may be eliminated after project completion, based on certain covenants.

On June 1, 2011, the Company prepaid, without penalty, the 333/555 North Point Center East mortgage note. On July 1, 2011, the Company prepaid, without penalty, the Lakeshore Park Plaza mortgage note. On August 10, 2011, the Company repaid in full the 600 University Park Place mortgage note upon its maturity.

~~The Company was released of its obligation under the Handy Road Associates, LLC mortgage note through foreclosure in May 2011.~~

~~Future Capital Requirements~~

~~The Company’s~~Company's existing mortgage debt is primarily non-recourse, fixed-rate mortgage notes secured by various real estate assets. ~~Some~~Many of the ~~Company’s~~Company's non-recourse mortgages contain covenants which, if not satisfied, could result in acceleration of the maturity of the debt. The Company ~~generally~~ expects that it will either refinance the non-recourse mortgages at maturity or repay the mortgages with proceeds from asset sales or other financings. As of ~~September~~June 30, ~~2011,~~2012, the weighted average interest rate on the ~~Company’s~~Company's consolidated debt was ~~4.89%~~4.90%, and the ~~Company’s~~Company's consolidated debt to ~~total market capitalization~~undepreciated assets ratio was ~~37.4%~~36%.

Future Capital Requirements

Over the long term, management intends to actively manage its portfolio of properties and strategically sell assets to exit its non-core holdings, reposition its portfolio of income-producing assets geographically and by product type, and generate capital for future investment activities. The Company expects ~~operations and/or sales~~to continue to utilize indebtedness (among other sources of liquidity) to fund future commitments and expects to place long-term mortgages on selected assets as well as to utilize construction facilities for development assets, if available and ~~amounts available~~ under ~~the Credit Facility to be the primary funding sources for current contractual obligations and commitments.~~ appropriate terms.

The Company may also ~~fund its commitments by obtaining long-term mortgage debt on some of its unencumbered assets, to the extent available and with acceptable terms, or by forming new joint ventures.~~

~~The Company may~~ generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities or depositary shares. ~~The~~In March 2010, the Company ~~has an active~~filed a shelf registration statement ~~which allows~~to allow for the issuance of up to $500 million of such securities, of which $482 million remains to be drawn as of ~~September~~June 30, ~~2011.~~2012. Management will continue to evaluate all public equity sources and select the most appropriate options as capital is required.

The ~~Company may raise~~Company's business model is dependent upon raising or ~~recycle~~recycling capital to meet obligations. If one or more sources of capital are not available when required, the Company may be forced to reduce the number of projects it acquires or develops and/or raise capital on potentially unfavorable terms, or may be unable to raise capital, which could have an adverse effect on the ~~Company’s~~Company's financial position or results of operations.

Cash Flows

The reasons for significant increases and decreases in cash flows between the periods are as follows:

Cash Flows from Operating Activities.Cash ~~flows from~~provided by operating activities ~~decreased~~increased approximately ~~$22.9~~$8.1 million between the ~~nine~~six month 2012 and 2011 ~~period and the corresponding 2010 period~~periods due to the following:

Cash flows ~~decreased $18.4~~increased $5.2 million from ~~multi-family unit sales,~~operating distributions from unconsolidated joint ventures, primarily due to cash distributions from the sale of the underlying asset at Ten Peachtree Place Associates in the second quarter of 2012;

Cash flows increased $2.5 million from rental property operations, due to the acquisition of Promenade in November 2011 and net increases in occupancy, offset by decreases from 2011 operating property sales;

Cash flows increased $1.7 million in cash interest paid between the periods from lower average borrowings outstanding and a reduction in the average interest rate paid on its debt;

Cash flows increased $777,000 from salaries and benefits due to a decrease in the number of ~~units sold at both~~employees between the ~~Company’s 10 Terminus and 60 North Market condominium projects. There are no multi-family units for sale as of September 30, 2011;~~periods;

Cash flows ~~decreased $930,000~~increased $1.1 million from employer retirement savings plan contributions due to a change between the periods in the manner of funding the plan;

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Cash flows increased $1.0 million due to a reimbursement from the Company's partner in the Glenmore venture for an amount paid by the Company on the partner's behalf in 2010;

Cash flows increased $1.2 million from residential lot sales due to ~~a decrease~~an increase in 2012 in the number of lots ~~sold between the periods;~~sold;

Cash flows decreased ~~$12.4~~$4.5 million ~~in net proceeds~~ from ~~outparcel~~multi-family unit sales. ~~There were no outparcel sales in 2011, compared to eight outparcel sales in 2010;~~The Company sold substantially all of its multi-family units during 2011; and

Cash flows decreased $2.5 million from bonus payments. During the 2012 period, the Company paid $5.4 million in bonuses compared to $2.9 million ~~from a decrease in income taxes refunded between the periods;~~

~~Cash flows decreased $4.7 million for incentive compensation awards. In 2011, $4.7 million of cash incentive compensation awards were paid compared to none in 2010;~~

~~Partially offsetting these decreases was an increase of $7.4 million due to a reduction in interest paid as a result of lower average borrowings outstanding in 2011; and~~

~~Cash flows also increased $9.2 million as a result of the payment of a fee for the interest rate swap termination~~ in the ~~2010 period, which further offset these decreases.~~

2011 period.

Cash Flows from Investing Activities.~~Net cash~~Cash flows provided by investing activities ~~decreased~~increased approximately ~~$1.1~~$62.5 million between the ~~nine~~six month 2012 and 2011 ~~period and the corresponding 2010 period,~~periods due to the following:

Cash flows ~~decreased $29.1~~increased $41.7 million from proceeds from the ~~sale~~sales of investment properties. In ~~2011,~~the 2012 period, the Company sold ~~One Georgia Center~~The Avenue Collierville and Galleria 75, generating net proceeds of approximately $63.2 million. During the 2011 period, the Company sold Jefferson Mill for net proceeds of approximately ~~$48.2 million and $21.4 million, respectively. In 2010, the Company sold San Jose MarketCenter, Glenmore Garden Villas and three tracts of land for net proceeds of approximately $98.7~~$21.5 million;

Cash flows decreased ~~$8.3~~$3.6 million ~~due to an increase~~ in property acquisition, ~~and~~ development and tenant asset expenditures ~~mainly~~ due to ~~the commencement~~an increase of $7.8 million in construction ofexpenditures at the Mahan Village ~~project~~Project, partially offset by a decrease in tenant asset expenditures between the ~~third quarter 2011;~~periods;

Cash flows ~~decreased $5.5~~increased $3.6 million ~~from~~due to lower contributions to joint ventures ~~mainly related~~in 2012, due to ~~$11.0~~a decrease in contributions of approximately $4.9 million ~~contributed~~ to the EP I joint venture, ~~that~~which was formed in the second quarter of 2011. ~~In the 2010 period, the Company contributed $4.0 million~~This increase was partially offset by an increase in contributions to the ~~CP Venture IV entities for its share of a maturing note payable,~~MSREF/T200 and ~~contributed $2.7 million for the formation of the MSREF/T200~~Ten Peachtree Place joint ~~venture;~~ventures; and

Cash flows increased ~~$17.3~~$20.5 million from distributions from unconsolidated joint ventures due mainly to the ~~payment~~sale of ~~a debt guarantee in 2010 related to~~most of the ~~old Terminus 200 LLC~~underlying assets and the resultant distribution of proceeds at the CL Realty and Temco joint ~~venture; and~~

ventures.

Cash flows increased $24.0 million from restricted cash. Under the loan agreement for The ACS Center, reserves are required for future tenant improvement costs. In the 2010 period, the Company funded approximately $11.9 million of these reserves. In the 2011 period, $10.0 million of these funds were released for the payment of tenant improvement costs under new leases.

Cash Flows from Financing Activities.~~Net cash~~ Cash flows used in financing activities decreased approximately ~~$22.2~~$69.3 million between the ~~nine~~six month 2012 and 2011 ~~period and the corresponding 2010 period,~~periods due to the following:

Cash flows from the Credit Facility decreased $177.8 million as repayments were made using proceeds from 2012 property sales and from the new $100.0 million 191 Peachtree Tower mortgage note;

Cash flows from notes payable and construction facilities increased $106.0 million from the new 191 Peachtree Tower mortgage note payable and amounts drawn on the Mahan Village LLC facility to fund its construction;

Cash flows decreased $3.4 million from the payment of loan issuance costs related to the 191 Peachtree Tower mortgage and the 2012 amendment of the Credit Facility; and

Cash flows increased $84.8 million between 2011 and 2010 from net proceeds from the Credit Facility. In the 2010 period, the Company repaid the $100 million Term Facility mainly using proceeds from the sale of San Jose MarketCenter, offset by additional borrowings to pay the fee on the interest rate swap termination and the payment of the Terminus 200 LLC debt guarantee. In the 2011 period, the Company borrowed approximately $56.2 million to prepay the 333/555 North Point Center East, the Lakeshore Park Plaza and the 600 University Park Place mortgage notes. Offsetting these borrowings were repayments in the 2011 period with the proceeds from property sales;

Cash flows decreased $25.9 million from the repayment of notes payable. In 2011, the Company prepaid the 333/555 North Point Center East mortgage note for $26.4 million, the Lakeshore Park Plaza mortgage note for $17.5 million and the 600 University Park Place mortgage note for $12.3 million. In 2010, the Company prepaid the Meridian Mark Plaza mortgage note for $22.0 million and repaid the $8.7 million Glenmore Garden Villas note in conjunction with its sale;

~~Cash flows decreased $27.0 million from the proceeds of other notes payable due to the issuance of a new mortgage note at Meridian Mark Plaza in the 2010 period;~~

Cash flows decreased $4.9 million from common dividends paid. The 2011 quarterly dividends were $0.045 per share paid all in cash. The 2010 quarterly dividends were $0.09 per share paid in a combination of cash and stock; and

~~Cash flows decreased $5.3~~$4.5 million from distributions to noncontrolling interests, primarily as a result of the ~~Company distributed approximately~~2011 distribution of $5.1 million to the partner in Jefferson Mill for its share of ~~proceeds from the sale.~~

sales proceeds.

Capital Expenditures. The Company incurs costs related to its real estate assets that include acquisition of undeveloped land, development and construction of new properties, redevelopment of existing properties, leasing costs for tenants, and ongoing property repairs and maintenance. In addition, the Company may purchase existing operating properties.

Capital expenditures for certain types of real estate are categorized as operating activities in the Statements of Cash Flows, such as those for the development of residential lots. The Company did not incur any significant expenditures for the development of residential lots ~~retail outparcels and for-sale multi-family residential projects. During~~during the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2012, and ~~2010,~~incurred $563,000 during the ~~Company incurred $818,000 and $1.7 million, respectively, in residential project expenditures.~~six months ended June 30, 2011. The Company does not anticipate entering into any new residential ~~or for-sale, multi-family~~ projects in the near ~~term, and~~term. Any upcoming expenditures ~~are anticipated to~~will be used to complete current projects in ~~inventory.~~inventory, and are not anticipated to be significant.

Capital expenditures for other types of real estate, mainly office and retail assets the Company develops, holds and operates, are included in property acquisition and development and tenant asset expenditures as an investing ~~activity~~activities in the Statements of Cash Flows. Amounts accrued are removed from the table below to show the components of these costs on a cash ~~basis. These costs~~basis to match the presentation in the Statement of Cash Flows. Property acquisition and development expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2012 and ~~2010~~2011 are as follows (in thousands):

Nine Months Ended September 30,
2011 2010

Development $ 8,235 $ —
Redevelopment — building improvements 5,017 3,838
Redevelopment — leasing costs 3,078 4,890
Operating — building improvements 708 2,265
Operating — leasing costs 15,701 16,009
Capitalized interest 19 —
Capitalized salaries 1,002 1,256
Accrued capital adjustment 940 (1,903 )

Total property acquisition and development expenditures $ 34,700 $ 26,355



	Six Months Ended June 30,
	2012		2011
Development	$	7,397	$	—
Redevelopment — building improvements	—		3,870
Redevelopment — leasing costs	—		2,338
Operating - building improvements	992		112
Operating — leasing costs	7,238		10,273
Capitalized interest	230		—
Capitalized personnel costs	647		610
Accrued capital adjustment	2,054		(2,288		)
Total property acquisition and development expenditures	$	18,558	$	14,915

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Capital expenditures increased in ~~2011~~2012 mainly due to the commencement of construction in the third quarter of 2011 of the Mahan Village ~~project.~~retail project, partially offset by a decrease in leasing costs between the periods. Tenant improvements and leasing costs, as well as related capitalized personnel costs, are a function of the number and size of newly executed leases or renewals of existing leases. The amount of tenant improvement and leasing costs on a per square foot basis varies by lease and by market. Tenant improvement and leasing costs per square foot have increased during recent periods, but amounts have stabilized overall and are decreasing in some of the ~~Company’s~~Company's markets. Given the level of expected leasing and renewal activity, in future periods, management expects tenant improvements and leasing costs to remain consistent with or greater than that experienced in 2011. In addition, the ~~first nine months~~Company's redevelopment project was transferred to operating properties at the beginning of ~~2011.~~2012.

Dividends.The Company paid cash common and preferred dividends of ~~$23.7~~$15.8 million in each of the six month 2012 and ~~$18.8 million during the nine months ended September 30,~~ 2011 ~~and 2010, respectively,~~ periods, which it funded with cash provided by operating activities. The 2011 common stock dividends were paid all in cash, and the 2010 common stock dividends were paid in a combination of cash and common stock. The total value of the common dividends paid in the 2010 period totaled $27.2 million. The Company currently intends to pay future dividends in cash, and expects to fund its quarterly distributions to common and preferred stockholders with cash provided by operating ~~activities, proceeds from investment property sales, distributions from unconsolidated joint ventures, and indebtedness, if necessary.~~activities.

The Company reviews, on a quarterly basis, the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also considers the requirements needed to maintain its REIT status. In addition, the Company has certain covenants under its Credit Facility which could limit the amount of dividends paid. In general, dividends of any amount can be paid as long as leverage, as defined in the facility, is less than ~~55%~~60%, and the Company is not in default under its facility. Certain conditions also apply in which the Company can still pay dividends if leverage is above that amount. The Company routinely monitors the status of its dividend payments in light of the Credit Facility covenants.

Off Balance Sheet Arrangements

General.The Company has a number of off balance sheet joint ventures with varying structures, as described in Note 4 of the ~~Company’s~~Company's Annual Report on Form 10-K. Most of the joint ventures in which the Company has 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 the Company will evaluate such request. ~~In particular,~~

Debt. At June 30, 2012, the Company anticipates approximately $16.7 million in additional equity to fund project construction of the first phase at the EP I joint venture. Additionally, in July 2011, a large lease was signed at Ten Peachtree Place Associates, and the Company estimates contributions of approximately $6.3 million will be needed to fund tenant asset costs in this venture. Except as previously discussed, based on the nature of the activities conducted in these ventures, management cannot estimate with any degree of accuracy amounts that the Company may be required to fund in the short or long-term. However, management does not believe that additional funding of these ventures will have a material adverse effect on its financial condition or results of operations.

~~Debt.~~~~At September 30, 2011, the Company’s~~Company's share of unconsolidated joint venture debt to third parties was approximately ~~$162.0~~$156.4 million. These loans are generally mortgage or construction loans, most of which are non-recourse to the Company, except as described in the ~~paragraph~~paragraphs below. In addition, in certain instances, the Company provides “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 tofrom interest rate changes. At ~~September~~June 30, ~~2011,~~2012, approximately ~~$29.1~~$32.5 million of the loans at unconsolidated joint ventures were recourse to the Company.

CF Murfreesboro Associates, ~~(“CF Murfreesboro”),~~ of which the Company owns 50%, has a $113.2 million facility that matures on July 20, 2013, and ~~$99.8~~$96.6 million was drawn at ~~September~~June 30, ~~2011.~~2012. The Company has a $26.2 million repayment guarantee on the loan.

The Company guarantees 25% of two of the four outstanding loans at the Cousins Watkins LLC joint venture, which owns four retail shopping centers. The loans have a total capacity of $16.3 million, of which the Company guarantees $4.1 million. At ~~September~~June 30, ~~2011,~~2012, the Company guaranteed $2.9 million, based on current amounts outstanding under these loans. These guarantees will be released if certain metrics at the centers are achieved.

The Company guarantees repayment of 18.75% of the outstanding balance of the EP I construction loan, which has a maximum available of $61.1 million, equaling a total guarantee of approximately $11.5 million. This guarantee may be eliminated after project completion, based on certain covenants. ~~The~~At June 30, 2012, the Company guaranteed approximately $3.4 million based on the amount outstanding under ~~this loan is minimal as of September 30, 2011.~~the loan.

Bonds.The unconsolidated joint ventures also had performance bonds of ~~$426,000~~$115,256 at ~~September~~June 30, ~~2011,~~2012, which the Company guarantees through an indemnity agreement with the bond issuer. These performance bonds relate to construction projects at the retail center owned by CF Murfreesboro.

Critical Accounting Policies

There have been no material changes in the ~~Company’s~~Company's critical accounting policies from those disclosed in the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2010.~~2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.


~~Item 3.~~		~~Quantitative and Qualitative Disclosures About Market Risk.~~

~~There have been no material changes in~~In the first quarter of 2012, the Company entered into a fixed-rate, $100 million mortgage note payable secured by 191 Peachtree Tower. The proceeds from this mortgage were used to reduce the amount outstanding under the variable rate Credit Facility. In addition, the Credit Facility was amended to, among other things, extend the maturity to February 28, 2016 and reduce the interest spread over LIBOR. Therefore, the market risk associated with ~~the Company’s~~Company's notes payable ~~at September 30, 2011 compared to~~has changed since that as

Table of Contents

disclosed in the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2010.~~2011. The following table outlines the market risk associated with the Company's consolidated notes payable as of June 30, 2012 ($ in thousands):



	Twelve months ended June 30,
	2013			2014		2015			2016			2017			Thereafter			Total			Fair Value
Fixed Rate:
Principal maturities	$	4,473		$	4,906	$	5,020		$	19,345		$	6,990		$	373,837		$	414,571		$	437,642
Average interest rate	5.75		%	'5.70%		5.76		%	5.65		%	5.09		%	5.21		%	5.25		%	—
Variable Rate:
Principal maturities	$	—		$	—	$	5,950		$	40,500		$	—		$	—		$	46,450		$	46,101
Average interest rate (1)	—			—		'1.90%			1.85		%	—			—			1.86		%	—

(1) Interest rates on variable rate notes payable are equal to the variable rates in effect on June 30, 2012.


~~Item 4.~~		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 applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. We also have investments in certain unconsolidated entities. As we do not always control or manage these entities, our disclosure controls and procedures with respect to such entities are necessarily more limited than those we maintain with respect to our consolidated subsidiaries.

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 control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.


~~Item 1.~~		~~Legal Proceedings.~~

~~The Company is subject to various~~Information regarding legal proceedings ~~claims and administrative proceedings arising~~is described under the subheading "Litigation" in Note 2 to 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. Based on current expectations, such matters, both individually andunaudited condensed consolidated financial statements set forth 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.~~this Form 10-Q.


~~Item 1A.~~		Item 1A. Risk Factors.

There has been no material change in the Company’s risk factors from those outlined in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2010.~~2011.


~~Item 2.~~		Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For information on the Company’s equity compensation plans, see Note 6 of the Company’s Annual Report on Form ~~10-K.~~10-K, and Note 4 to the unaudited condensed consolidated financial statements set forth in this Form 10-Q.

~~On May 6, 2006, the Board~~No purchases of Directors of the Company authorized a common stock repurchase plan of up to 5,000,000 shares, which was in effect through May 9, 2011. The Company repurchased 878,500 shares under this plan. In total, under all repurchase plans, the Company has repurchased 3,570,082 shares of common stock at an average price of $24.32. On November 10, 2008, the common stock repurchase plan was expanded to include authorization to repurchase up to $20 million of preferred shares. This program was expanded on November 18, 2008 to include all 4,000,000 shares of both of the Company’s Series A and Series B Preferred Stock (totaling 8,000,000 shares). The Company has repurchased 1,215,090 preferred shares under this plan at an average price of $12.99.

~~The repurchase plan expired on May 9, 2011 and was not extended or replaced. During the third quarter of 2011, the Company did not repurchase any~~ common or preferred ~~shares.~~stock occurred during the second quarter of 2012.

Table of Contents

Item 6. Exhibits.



~~Item 3.~~		~~Defaults Upon Senior Securities.~~

~~None.~~


~~Item 4.~~		~~(Removed and Reserved).~~


~~Item 5.~~		~~Other Information.~~

~~None.~~



GEORGIA (State or other jurisdiction of incorporation or organization)		58-0869052 (I.R.S. Employer Identification No.)

191 Peachtree Street, Suite 500, Atlanta, Georgia (Address of principal executive offices)		30303-1740 (Zip Code)



Large accelerated filerþ	Accelerated filer o	~~Accelerated filer~~ þ		Non-accelerated filero	Smaller reporting companyo
			(Do not check if a smaller reporting company)



Class		Outstanding at ~~October 28, 2011~~
		July 27, 2012
Common Stock, $1 par value per share		~~103,713,583~~104,200,091 shares



~~PART I — FINANCIAL INFORMATION~~	Page No.
PART I-FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
		CONDENSED CONSOLIDATED BALANCE SHEETS	3
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
		CONDENSED CONSOLIDATED STATEMENTS OF EQUITY	5
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
		Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4. Controls and Procedures		27

PART II. OTHER INFORMATION	28
	Item 1. Legal Proceedings		28
	Item 1A. Risk Factors		28
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
		~~Item 3. Defaults Upon Senior Securities~~
	~~Item 4. (Removed and Reserved)~~
	~~Item 5. Other Information~~
	Item 6. Exhibits		29
SIGNATURES
~~Exhibit 31.1~~30
~~Exhibit 31.2~~
~~Exhibit 32.1~~
~~Exhibit 32.2~~
~~EX-101 INSTANCE DOCUMENT~~
~~EX-101 SCHEMA DOCUMENT~~
~~EX-101 CALCULATION LINKBASE DOCUMENT~~
~~EX-101 LABELS LINKBASE DOCUMENT~~
~~EX-101 PRESENTATION LINKBASE DOCUMENT~~
~~EX-101 DEFINITION LINKBASE DOCUMENT~~


	Nine Months Ended September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	759		$	(7,064	)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Gain on sale of investment properties, net		(2,614	)		(8,447	)
Loss on extinguishment of debt		74			592
Impairment loss		3,508			586
Losses on abandoned predevelopment projects		—			1,949
Depreciation and amortization		40,283			42,455
Amortization of deferred financing costs		1,480			1,495
Stock-based compensation		1,683			1,771
Effect of recognizing rental revenues on a straight-line or market basis		(5,302	)		(3,635	)
Income from unconsolidated joint ventures		(7,468	)		(7,493	)
Operating distributions from unconsolidated joint ventures		7,416			7,814
Residential lot, outparcel and multi-family cost of sales, net of closing costs paid		2,547			26,817
Residential lot acquisition and development expenditures		(818	)		(1,663	)
Changes in other operating assets and liabilities:
Change in other receivables and other assets		(1,015	)		1,536
Change in accounts payable and accrued liabilities		(2,052	)		4,628

Net cash provided by operating activities		38,481			61,341


CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales		69,615			98,694
Property acquisition and development and tenant asset expenditures		(34,700	)		(26,355	)
Investment in unconsolidated joint ventures		(13,885	)		(8,344	)
Distributions from unconsolidated joint ventures		5,403			3,654
Payment of debt guarantee of unconsolidated joint venture		—			(17,250	)
Collection of notes receivable		348			132
Change in other assets		(3,210	)		(1,852	)
Change in restricted cash		10,007			(14,047	)

Net cash provided by investing activities		33,578			34,632


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		98,850			43,400
Repayment of credit and term facilities		(84,450	)		(113,800	)
Proceeds from other notes payable		—			27,034
Repayment of notes payable		(58,401	)		(32,479	)
Payment of loan issuance costs		(442	)		(1,997	)
Common stock issued, net of expenses		18			173
Cash common dividends paid		(13,982	)		(9,091	)
Cash preferred dividends paid		(9,680	)		(9,680	)
Contributions from noncontrolling interests		1,300			2,113
Distributions to noncontrolling interests		(7,237	)		(1,899	)

Net cash used in financing activities		(74,024	)		(96,226	)


NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,965	)		(253	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,599			9,464

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5,634		$	9,211


INTEREST PAID, NET OF AMOUNTS CAPITALIZED	$	19,679		$	27,063
INCOME TAXES REFUNDED, NET OF AMOUNTS PAID	$	377		$	3,288

SIGNIFICANT NON-CASH TRANSACTIONS:
Transfer from other assets to investment in unconsolidated joint ventures	$	6,050			—
Transfer from investment in joint venture to deposits and deferred income		—		$	12,713
Land received on note receivable default		—		$	5,030



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	September 30, 2011			December 31, 2010
	(Unaudited)
ASSETS
PROPERTIES:
Operating properties, net of accumulated depreciation of $286,399 and $274,925 in 2011 and 2010, respectively	$	826,015		$	898,119
Projects under development		8,646			—
Land held for investment or future development		115,521			123,879
Residential lots		63,835			63,403
Other		738			2,994

Total properties		1,014,755			1,088,395

CASH AND CASH EQUIVALENTS		5,634			7,599
RESTRICTED CASH		5,514			15,521
NOTES AND OTHER RECEIVABLES, net of allowance for doubtful accounts of $5,423 and $6,287 in 2011 and 2010, respectively		50,610			48,395
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES		181,947			167,108
OTHER ASSETS		35,916			44,264


TOTAL ASSETS	$	1,294,376		$	1,371,282


LIABILITIES AND EQUITY
NOTES PAYABLE	$	462,134		$	509,509
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES		30,732			32,388
DEFERRED GAIN		4,039			4,216
DEPOSITS AND DEFERRED INCOME		16,766			18,029

TOTAL LIABILITIES		513,671			564,142

COMMITMENTS AND CONTINGENT LIABILITIES

REDEEMABLE NONCONTROLLING INTERESTS		9,386			14,289

STOCKHOLDERS’ INVESTMENT:
Preferred stock, 20,000,000 shares authorized, $1 par value:
7.75% Series A cumulative redeemable preferred stock, $25 liquidation preference; 2,993,090 shares issued and outstanding in 2011 and 2010		74,827			74,827
7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 3,791,000 shares issued and outstanding in 2011 and 2010		94,775			94,775
Common stock, $1 par value, 250,000,000 shares authorized, 107,283,665 and 106,961,959 shares issued in 2011 and 2010, respectively		107,284			106,962
Additional paid-in capital		686,108			684,551
Treasury stock at cost, 3,570,082 shares in 2011 and 2010		(86,840	)		(86,840	)
Distributions in excess of cumulative net income		(140,553	)		(114,196	)

TOTAL STOCKHOLDERS’ INVESTMENT		735,601			760,079

Nonredeemable noncontrolling interests		35,718			32,772

TOTAL EQUITY		771,319			792,851


TOTAL LIABILITIES AND EQUITY	$	1,294,376		$	1,371,282


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
REVENUES:
Rental property revenues	$	35,268		$	33,840		$	104,094		$	100,630
Fee income		3,909			3,966			10,729			11,238
Third party management and leasing revenues		5,398			4,724			14,091			14,003
Multi-family residential unit sales		—			6,637			4,664			24,726
Residential lot and outparcel sales		165			630			410			14,765
Other		448			245			1,517			540

		45,188			50,042			135,505			165,902

COSTS AND EXPENSES:
Rental property operating expenses		14,968			14,150			42,705			42,029
Third party management and leasing expenses		4,241			4,122			12,414			13,294
Multi-family residential unit cost of sales		—			5,190			2,487			19,268
Residential lot and outparcel cost of sales		158			549			303			9,920
General and administrative expenses		4,295			6,172			17,828			20,952
Interest expense		6,601			8,702			21,503			28,769
Reimbursed expenses		1,866			1,392			4,749			4,649
Depreciation and amortization		12,891			13,115			38,310			39,094
Impairment loss		—			—			3,508			586
Separation expenses		15			202			193			303
Other		790			909			2,324			4,773

		45,825			54,503			146,324			183,637

LOSS ON EXTINGUISHMENT OF DEBT		(74	)		(9,235	)		(74	)		(9,827	)

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES, UNCONSOLIDATED JOINT VENTURES AND SALE OF INVESTMENT PROPERTIES		(711	)		(13,696	)		(10,893	)		(27,562	)
(PROVISION) BENEFIT FOR INCOME TAXES FROM OPERATIONS		180			(25	)		217			1,107
INCOME FROM UNCONSOLIDATED JOINT VENTURES		2,660			2,179			7,468			7,493

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES		2,129			(11,542	)		(3,208	)		(18,962	)
GAIN ON SALE OF INVESTMENT PROPERTIES		59			58			177			1,875

INCOME (LOSS) FROM CONTINUING OPERATIONS		2,188			(11,484	)		(3,031	)		(17,087	)
INCOME FROM DISCONTINUED OPERATIONS:
Income from discontinued operations		597			452			1,353			3,451
Gain on sale of investment properties		2,821			6,572			2,437			6,572

		3,418			7,024			3,790			10,023

NET INCOME (LOSS)		5,606			(4,460	)		759			(7,064	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(2,192	)		(696	)		(3,454	)		(1,806	)

NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST		3,414			(5,156	)		(2,695	)		(8,870	)
DIVIDENDS TO PREFERRED STOCKHOLDERS		(3,226	)		(3,226	)		(9,680	)		(9,680	)


NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS	$	188		$	(8,382	)	$	(12,375	)	$	(18,550	)


PER COMMON SHARE INFORMATION — BASIC AND DILUTED:
Loss from continuing operations attributable to controlling interest	$	(0.03	)	$	(0.15	)	$	(0.16	)	$	(0.28	)
Income from discontinued operations		0.03			0.07			0.04			0.10

Net income (loss) available to common stockholders	$	0.00		$	(0.08	)	$	(0.12	)	$	(0.18	)


WEIGHTED AVERAGE SHARES — BASIC AND DILUTED		103,715			101,893			103,631			100,995


DIVIDENDS DECLARED PER COMMON SHARE	$	0.045		$	0.09		$	0.135		$	0.27


												Accumulated
												Other
												Comprehensive
						Additional						Loss on			Distributions in						Nonredeemable
	Preferred		Common			Paid-In			Treasury			Derivative			Excess of			Stockholders’			Noncontrolling			Total
	Stock		Stock			Capital			Stock			Instruments			Net Income			Investment			Interests			Equity

Balance December 31, 2010	$	169,602	$	106,962		$	684,551		$	(86,840	)	$	—		$	(114,196	)	$	760,079		$	32,772		$	792,851

Net income (loss)		—		—			—			—			—			(2,695	)		(2,695	)		3,358			663
Other comprehensive income		—		—			—			—			—			—			—			—			—

Total comprehensive income (loss)		—		—			—			—			—			(2,695	)		(2,695	)		3,358			663

Common stock issued pursuant to:
Director stock grants		—		82			625			—			—			—			707			—			707
Stock option exercises		—		4			30			—			—			—			34			��			34
Restricted stock grants, net of amounts withheld for income taxes		—		244			(247	)		—			—			—			(3	)		—			(3	)
Stock issuance costs		—		—			(16	)		—			—			—			(16	)		—			(16	)
Amortization of stock options and restricted stock, net of forfeitures		—		(8	)		1,691			—			—			—			1,683			—			1,683
Contributions from noncontrolling interests		—		—			—			—			—			—			—			1,300			1,300
Distributions to noncontrolling interests		—		—			—			—			—			—			—			(1,712	)		(1,712	)
Change in fair value of redeemable noncontrolling interests		—		—			(526	)		—			—			—			(526	)		—			(526	)
Cash preferred dividends paid		—		—			—			—			—			(9,680	)		(9,680	)		—			(9,680	)
Cash common dividends paid		—		—			—			—			—			(13,982	)		(13,982	)		—			(13,982	)

Balance September 30, 2011	$	169,602	$	107,284		$	686,108		$	(86,840	)	$	—		$	(140,553	)	$	735,601		$	35,718		$	771,319


Balance December 31, 2009	$	169,602	$	103,352		$	662,216		$	(86,840	)	$	(9,517	)	$	(51,402	)	$	787,411		$	32,848		$	820,259

Net income (loss)		—		—			—			—			—			(8,870	)		(8,870	)		1,759			(7,111	)
Other comprehensive income		—		—			—			—			9,423			—			9,423			—			9,423

Total comprehensive income (loss)		—		—			—			—			9,423			(8,870	)		553			1,759			2,312

Common stock issued pursuant to:
Stock dividend, net of issuance costs		—		2,564			15,489			—			—			(18,130	)		(77	)		—			(77	)
Grants under director stock plan		—		35			215			—			—			—			250			—			250
Restricted stock grants		—		264			(124	)		—			—			—			140			—			140
Amortization of stock options and restricted stock, net of forfeitures		—		(10	)		1,641			—			—			—			1,631			—			1,631
Change in fair value of redeemable noncontrolling interests		—		—			—			—			—			1,144			1,144			—			1,144
Distributions to noncontrolling interests		—		—			—			—			—			—			—			(1,774	)		(1,774	)
Cash preferred dividends paid		—		—			—			—			—			(9,680	)		(9,680	)		—			(9,680	)
Cash common dividends paid		—		—			—			—			—			(9,091	)		(9,091	)		—			(9,091	)

Balance September 30, 2010	$	169,602	$	106,205		$	679,437		$	(86,840	)	$	(94	)	$	(96,029	)	$	772,281		$	32,833		$	805,114



	Preferred Stock		Common Stock			Additional Paid-In Capital			Treasury Stock			Distributions in Excess of Net Income			Stockholders’ Investment			Nonredeemable Noncontrolling Interests			Total Equity
Balance December 31, 2011	$	169,602	$	107,272		$	687,835		$	(86,840	)	$	(274,177	)	$	603,692		$	33,703		$	637,395
Net income (loss)	—		—			—			—			(257		)	(257		)	1,157			900
Common stock issued pursuant to:
Director stock grants	—		72			468			—			—			540			—			540
Restricted stock grants, net of amounts withheld for income taxes	—		448			(617		)	—			—			(169		)	—			(169		)
Amortization of stock options and restricted stock, net of forfeitures	—		(7		)	1,217			—			—			1,210			—			1,210
Distributions to noncontrolling interests	—		—			—			—			—			—			(1,152		)	(1,152		)
Cash preferred dividends paid	—		—			—			—			(6,454		)	(6,454		)	—			(6,454		)
Cash common dividends paid	—		—			—			—			(9,373		)	(9,373		)	—			(9,373		)
Balance June 30, 2012	$	169,602	$	107,785		$	688,903		$	(86,840	)	$	(290,261	)	$	589,189		$	33,708		$	622,897

Balance December 31, 2010	$	169,602	$	106,962		$	684,551		$	(86,840	)	$	(114,196	)	$	760,079		$	32,772		$	792,851
Net income (loss)	—		—			—			—			(6,109		)	(6,109		)	1,233			(4,876		)
Common stock issued pursuant to:
Director stock grants	—		82			625			—			—			707			—			707
Restricted stock grants, net of amounts withheld for income taxes	—		244			(263		)	—			—			(19		)	—			(19		)
Amortization of stock options and restricted stock, net of forfeitures	—		(4		)	1,190			—			—			1,186			—			1,186
Change in fair value of redeemable noncontrolling interests	—		—			(526		)	—			—			(526		)	—			(526		)
Distributions to noncontrolling interests	—		—			—			—			—			—			(1,126		)	(1,126		)
Cash preferred dividends paid	—		—			—			—			(6,454		)	(6,454		)	—			(6,454		)
Cash common dividends paid	—		—			—			—			(9,316		)	(9,316		)	—			(9,316		)
Balance June 30, 2011	$	169,602	$	107,284		$	685,577		$	(86,840	)	$	(136,075	)	$	739,548		$	32,879		$	772,427


		Term/
		Amortization				September 30,		December 31,
Description	Interest Rate	Period (Years)		Maturity		2011		2010
Terminus 100 mortgage note	5.25%		12/30		1/1/23	$	138,695	$	140,000
The American Cancer Society Center mortgage note (interest only until October 1, 2011)	6.45%		10/30		9/1/17		136,000		136,000
Credit Facility, unsecured (see note)	LIBOR + 1.75% to 2.25%		5/N/A		8/29/12		119,800		105,400
Meridian Mark Plaza mortgage note	6.00%		10/30		8/1/20		26,640		26,892
100/200 North Point Center East mortgage note	5.39%		5/30		6/1/12		24,568		24,830
The Points at Waterview mortgage note	5.66%		10/25		1/1/16		16,252		16,592
Callaway Gardens	4.13%		N/A		11/18/13		178		173
Mahan Village LLC (see note)	3.25%		3/N/A		9/12/14		1		—
Lakeshore Park Plaza mortgage note (see note)	5.89%		4/25		8/1/12		—		17,544
600 University Park Place mortgage note (see note)	7.38%		10/30		8/10/11		—		12,292
333/555 North Point Center East mortgage note (see note)	7.00%		10/25		11/1/11		—		26,412
Handy Road Associates, LLC (see note)	Prime + 1%, but not < 6%		5/N/A		3/30/2011		—		3,374

						$	462,134	$	509,509



	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010		2012			2011		2012			2011
Total interest incurred	$	6,838		$	8,702	$	21,740		$	28,769	$	6,364		$	7,358	$	13,058		$	14,902
Interest capitalized		(237	)		—		(237	)		—	(489		)	—		(915		)	—

Total interest expense	$	6,601		$	8,702	$	21,503		$	28,769	$	5,875		$	7,358	$	12,143		$	14,902


											Company’s Share of Net
	Total Revenues				Net Income (Loss)						Income (Loss)
SUMMARY OF OPERATIONS:	2011		2010		2011			2010			2011			2010
CP Venture IV LLC entities	$	23,133	$	23,368	$	3,111		$	2,950		$	811		$	839
Charlotte Gateway Village, LLC		24,324		23,892		6,517			5,788			882			882
CF Murfreesboro Associates		9,903		10,457		307			956			(44	)		312
Palisades West LLC		12,256		10,145		4,371			3,406			2,132			1,651
CP Venture LLC entities		14,259		13,921		6,132			6,458			619			669
CL Realty, L.L.C.		5,282		5,332		2,481			2,185			1,007			1,661
MSREF/Terminus 200 LLC		3,875		928		(2,912	)		(835	)		(585	)		(167	)
Temco Associates, LLC		405		2,110		(782	)		429			(383	)		214
Cousins Watkins LLC		3,633		—		47			—			1,799			—
Crawford Long — CPI, LLC		8,924		8,614		1,828			1,432			913			715
EP I LLC		—		—		(6	)		—			(4	)		—
Ten Peachtree Place Associates		5,413		5,875		801			734			413			378
Wildwood Associates		—		—		(126	)		(85	)		(63	)		(42	)
TRG Columbus Development Venture, Ltd.		23		1,097		(1	)		403			48			327
Pine Mountain Builders, LLC		2,926		2,202		(156	)		129			(78	)		59
Other		—		533		—			55			1			(5	)

	$	114,356	$	108,474	$	21,612		$	24,005		$	7,468		$	7,493


	September 30, 2011		December 31, 2010
Investment in Verde Realty	$	5,868	$	9,376
FF&E and leasehold improvements, net of accumulated depreciation of $17,399 and $16,117 in 2011 and 2010, respectively		4,923		4,673
Predevelopment costs and earnest money		1,935		7,039
Lease inducements, net of accumulated amortization of $3,584 and $2,991 in 2011 and 2010, respectively		12,610		11,899
Loan closing costs, net of accumulated amortization of $4,043 and $3,109 in 2011 and 2010, respectively		1,591		2,703
Prepaid expenses and other assets		3,067		2,296
Intangible Assets:
Goodwill		5,155		5,430
Above market leases, net of accumulated amortization of $8,769 and $8,741 in 2011 and 2010, respectively		499		526
In-place leases, net of accumulated amortization of $2,545 and $2,492 in 2011 and 2010, respectively		268		322

	$	35,916	$	44,264



	June 30, 2012		December 31, 2011
Lease inducements, net of amortization of of $4,231 and $3,696 in 2012 and 2011, respectively	$	11,517	$	12,219
Investment in Verde Realty	5,868		5,868
FF&E and leasehold improvements, net of accumulated depreciation of $18,568 and $17,814 in 2012 and 2011, respectively	4,953		4,736
Loan closing costs, net of accumulated amortization of $2,150 and $4,026 in 2012 and 2011, respectively	4,248		1,435
Prepaid expenses and other assets	3,372		2,168
Predevelopment costs and earnest money	1,477		581
Intangible Assets:
In-place leases, net of accumulated amortization of $4,187 and $2,833 in 2012 and 2011, respectively	14,790		16,144
Goodwill	5,039		5,155
Above market leases, net of accumulated amortization of $9,165 and $8,845 in 2012 and 2011, respectively	4,094		4,414
	$	55,358	$	52,720


Balance at December 31, 2010	$	5,430
Allocated to property sale		(275	)

Balance at September 30, 2011	$	5,155



	Goodwill
Balance, December 31, 2011	$	5,155
Allocated to property sales	(116		)
Balance, June 30, 2012	$	5,039


	2011		2010

Net income attributable to nonredeemable noncontrolling interests	$	3,358	$	1,759
Net income attributable to redeemable noncontrolling interests		96		47

Net income	$	3,454	$	1,806


							CPS Third
							Party
							Management
Three Months Ended September 30, 2011	Office		Retail		Land		and Leasing			Other			Total

Net operating income, including discontinued operations	$	15,442	$	5,026	$	—	$	—		$	907		$	21,375
Fee income, net of reimbursed expenses		—		—		14		3,300			2,029			5,343
Residential lot, outparcel and multi-family unit sales, net of cost of sales		—		—		7		—			—			7
Other income		368		—		—		—			80			448
Third party management and leasing expenses		—		—		—		(2,143	)		—			(2,143	)
General and administrative expenses		—		—		—		—			(4,295	)		(4,295	)
Interest expense		—		—		—		—			(6,601	)		(6,601	)
Depreciation and amortization of non-real estate assets		—		—		—		—			(388	)		(388	)
Separation expenses		—		—		—		—			(15	)		(15	)
Other expenses		—		—		—		—			(790	)		(790	)
Loss on extinguishment of debt		—		—		—		—			(74	)		(74	)
Funds from operations from unconsolidated joint ventures		2,766		2,110		225		—			(2	)		5,099
Income attributable to noncontrolling interests, excluding amounts related to gain on sale of depreciated investment properties		—		—		—		—			(611	)		(611	)
Benefit for income taxes from operations		—		—		—		—			180			180
Preferred stock dividends		—		—		—		—			(3,226	)		(3,226	)


Funds from operations available to common stockholders	$	18,576	$	7,136	$	246	$	1,157		$	(12,806	)		14,309


Real estate depreciation and amortization, including Company’s share of joint ventures														(15,420	)
Noncontrolling interest related to gain on sale of depreciated investment properties														(1,581	)
Gain on sale of depreciated investment properties														2,880


Net income available to common stockholders													$	188


~~Item 2.~~		~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~


	Total		1 Year		1-3 Years		3-5 Years		5 years
Contractual Obligations:
Company debt:
Unsecured Credit Facility and construction loan	$	119,801	$	119,800	$	1	$	—	$	—
Mortgage notes payable		342,333		28,828		9,524		24,039		279,942
Interest commitments (1)		145,023		22,204		36,353		34,634		51,832
Ground leases		14,895		101		209		221		14,364
Other operating leases		1,359		619		545		146		49

Total contractual obligations	$	623,411	$	171,552	$	46,632	$	59,040	$	346,187


Commitments:
Estimated development commitments	$	15,901	$	15,217	$	612	$	72	$	—
Unfunded tenant improvements and other		15,612		15,262		350		—		—
Letters of credit		2,105		2,105		—		—		—
Performance bonds		935		921		14		—		—

Total commitments	$	34,553	$	33,505	$	976	$	72	$	—


	3.1			Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.

	3.1.1			Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.

	3.1.2			Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.

	3.1.3			Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 6, 2010, and incorporated herein by reference.

	3.2			Bylaws of the Registrant, as amended and restated ~~June 6, 2009, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June~~May 8, ~~2009,~~2012 and incorporated herein by reference.

11.0
	11		*	Computation of Per Share Earnings*Earnings
31.1
	~~31.1~~	**	†	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	**	†	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	**	†	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	**	†	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101	**	†	The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated ~~Statements, tagged as blocks of text.~~Financial Statements.



*		Data required by ASC 260, “Earnings per Share,” is provided in Note 3 to the Condensed Consolidated financial statements included in this report.

**†		Filed ~~herewith~~herewith.



					COUSINS PROPERTIES INCORPORATED
	~~COUSINS PROPERTIES INCORPORATED~~
	~~/s/~~ /s/ Gregg D. Adzema
	Gregg D. Adzema
	Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)