---

---

•	the Company's business and financial strategy;

•	the availability and terms of capital and financing;

•	the ability to refinance indebtedness as it matures;

•	the failure of purchase, sale, or other contracts to ultimately close;

•	the failure to achieve anticipated benefits from acquisitions or dispositions;

•	the potential dilutive effect of common stock offerings;

•	the availability of buyers and adequate pricing with respect to the disposition of assets;

•	risks related to the geographic concentration of our portfolio;

•	risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular;

•	changes to the Company's strategy with regard to land and other non-core holdings that require impairment losses to be recognized;

•	the effect of the sale of the Company's third party management and leasing business;

•	leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed and/or recently acquired space;

•	the financial condition of existing tenants;

•	volatility in interest rates and insurance rates;

•	the availability of sufficient investment opportunities;

•	competition from other developers or investors;

•	the risks associated with real estate developments and acquisitions (such as zoning approval, receipts of required permits, construction delays, cost overruns, and leasing risk);

•	the loss of key personnel;

•	the potential liability for uninsured losses, condemnation, or environmental issues;

•	the potential liability for a failure to meet regulatory requirements;

•	the financial condition and liquidity of, or disputes with, joint venture partners;

•	any failure to comply with debt covenants under credit agreements; and

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

---

Item 1.	Business

•	Purchased the remaining 80% interest in Terminus 200 that it did not already own from a fund managed by Morgan Stanley Real Estate Investing in a transaction that valued the property at $164.0 million and simultaneously formed a 50/50 joint venture with institutional investors advised by J.P. Morgan Asset Management for both Terminus 100 and Terminus 200.

•	Purchased Post Oak Central, a Class-A office complex in the Galleria submarket of Houston, from an affiliate of J.P. Morgan Asset Management for $230.9 million.

•	Purchased 816 Congress, a Class-A office tower in downtown Austin, for $102.4 million.

•	Purchased Greenway Plaza, a 4.3 million square-foot 10-building office portfolio in Houston, and 777 Main, a 980,000 square-foot office tower in Fort Worth, Texas. The total purchase price for these assets was $1.1 billion.

•	Commenced construction of Colorado Tower, a Class-A office tower in downtown Austin, which is expected to have 373,000 square feet of space, with a total projected cost of $126.1 million.

•	Commenced construction of the second phase of Emory Point, which is expected to consist of 307 apartments and 43,000 square feet of retail space, with a total projected cost of $73.3 million.

•	Sold Tiffany Springs MarketCenter for $53.5 million.

•	Sold the Company’s interest in CP Venture Two LLC and CP Venture Five LLC in a transaction that valued its interest at $57.4 million prior to the allocation of property level debt.

•	Sold the The Avenue Murfreesboro, which was held through CF Murfreesboro Associates, in a transaction that valued the Company's interest at $82.0 million.

---

•	Sold the Inhibitex office building for $8.3 million prior to the allocation of free rent credits.

•	Sold all remaining land at the Company’s Jefferson Mill project for $2.9 million.

•	Sold nine acres of land in Round Rock, Texas for $2.8 million.

•	Issued 85.5 million shares of common stock in two offerings at an average price of $10.09 per share, generating net proceeds of $826.2 million.

•	Redeemed all outstanding shares of the Company’s Series A Cumulative Redeemable Preferred Stock for $74.8 million.

•	Closed a non-recourse mortgage loan on Promenade with a principal balance of $114.0 million, a fixed interest rate of 4.27%, and a term of nine years.

•	Closed a non-recourse mortgage loan on Post Oak Central with a principal balance of $188.8 million, a fixed interest rate of 4.26%, and a term of seven years.

•	Closed a construction loan on Emory Point Phase II with an available balance of $46.0 million, a variable interest rate of one-month LIBOR plus 1.85%, and a term of three years with two one-year extension options.

•	Refinanced the mortgage loan on Emory University Hospital Midtown Medical Office Tower, lowering the interest rate to 3.5% from 5.9%.

•	Leased or renewed 1,720,000 square feet of office and retail space.

•	On a same property basis, increased percent weighted average occupied from 89.0% in the fourth quarter of 2012 to 90.4% in the fourth quarter of 2013.

•	Cash-basis second generation net effective rent for the fourth quarter was up 11.3% over the prior year.

•	Recognized an additional gain of $4.6 million associated with the 2012 sale of the Company’s third party management business. This amount was based upon the performance of the management and leasing contracts for the year following the sale.

---

Item 1A.	Risk Factors

---

•	changes in the national, regional and local economic climate;

•	local real estate conditions such as an oversupply of rentable space or a reduction in demand for rentable space;

•	the attractiveness of our properties to tenants or buyers;

•	competition from other available properties;

•	changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent, tenant allowances, and tenant improvement allowances; and

•	the need to periodically repair, renovate, and re-lease buildings.

---

---

•

Credit facilities. Terms and conditions available in the marketplace for credit facilities vary over time. We can provide no assurance that the amount we need from our Credit Facility will be available at any given time, or at all, or that the rates and fees charged by the lenders will be reasonable. We incur interest under our Credit Facility at a variable rate. Variable rate debt creates higher debt service requirements if market interest rates increase, which would adversely affect our cash flow and results of operations. Our Credit Facility contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including restrictions on total debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain minimum fixed charge coverage ratios. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants.

•

Mortgage financing. The availability of financing in the mortgage markets is dependent upon various conditions, including the willingness of mortgage lenders to lend at any given point in time. Interest rates and loan-to-value ratios may also be volatile, and we may from time to time elect not to proceed with mortgage financing due to unfavorable terms offered by lenders. This could adversely affect our ability to finance acquisition or development activities. In addition, if a property is mortgaged to secure payment of indebtedness and we are unable to make the mortgage payments, the lender may foreclose, resulting in loss of income and asset value. We may not be able to refinance debt secured by our properties at the same levels or on the same terms, which could adversely affect our business, financial condition and results of operations. Further, at the time a loan matures, the property may be worth less than the loan amount and, as a result, the Company may determine not to refinance the loan and permit foreclosure, generating a loss to the Company and defaults on other loans.

•

Property sales. Real estate markets tend to experience market cycles. Because of such cycles, the potential terms and conditions of sales, including prices, may be unfavorable for extended periods of time. In addition, our status as a REIT limits our ability to sell properties, and this may affect our ability to liquidate an investment. As a result, our ability to raise capital through property sales in order to fund our acquisition and development projects or other cash needs could be limited. In addition, mortgage financing on a property may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or refinancing or make the sale or refinancing impractical.

•

Construction loans. Construction loans generally relate to specific assets under construction and fund costs above an initial equity amount deemed acceptable to the lender. Terms and conditions of construction facilities vary, but they generally carry a term of two to five years, charge interest at variable rates, require the lender to be satisfied with the nature and amount of construction costs prior to funding and require the lender to be satisfied with the level of pre-leasing prior to closing. Construction loans frequently require a portion of the loan to be recourse to the Company in addition to being recourse to the the equity in the asset. While construction lending is generally competitive and offered by many financial institutions, there may be times when these facilities are not available or are only available upon unfavorable terms which could have an adverse effect on our ability to fund development projects or on our ability to achieve the returns we expect.

•	Joint ventures. Joint ventures, including partnerships or limited liability companies, tend to be complex arrangements, and there are only a limited number of parties willing to undertake such investment structures. There is no guarantee that we will be able to undertake these ventures at the times we need capital.

•

Common stock. We have sold common stock from time to time to raise capital. Common stock offerings may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock in an offering and the receipt of the expected net proceeds. The actual amount of dilution, if any, from any future offering of common stock will be based on numerous factors, particularly the use of proceeds and any return generated thereby, and cannot be determined at this time. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with an offering, or otherwise, or as a result of the perception or expectation that such sales could occur. We can also provide no assurance that conditions will be favorable for future issuances of common stock when we need the capital, which could have an adverse effect on our ability to fund acquisition and development activities.

---

•

Preferred stock. The availability of preferred stock at favorable terms and conditions is dependent upon a number of factors including the general condition of the economy, the overall interest rate environment, the condition of the capital markets and the demand for this product by potential holders of the securities. We can provide no assurance that conditions will be favorable for future issuances of preferred stock when we need the capital, which could have an adverse effect on our ability to fund acquisition and development activities.

•	requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects and other general corporate purposes and reduce cash for distributions;

•	limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;

•	increasing the costs of incurring additional debt;

•	increasing our exposure to floating interest rates;

•	limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

•	restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;

•	restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

•	exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results;

•	increasing our vulnerability to a downturn in general economic conditions; and

•	limiting our ability to react to changing market conditions in our industry.

---

•

The availability of sufficient development opportunities. Absence of sufficient development opportunities could result in our experiencing slower growth in earnings and cash flows. Development opportunities are dependent upon a wide variety of factors. Availability of these opportunities can be volatile as a result of, among other things, economic conditions and product supply/demand characteristics in a particular market.

•

Abandoned predevelopment costs. The development process inherently requires that a large number of opportunities be pursued with only a few actually being developed and constructed. We may incur significant costs for predevelopment activity for projects that are later abandoned, which would directly affect our results of operations. For projects that are later abandoned, we must expense certain costs, such as salaries, that would have otherwise been capitalized. We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will incur predevelopment expense on subsequently abandoned projects on an ongoing basis.

•

Project costs. Construction and leasing of a project involves a variety of costs that cannot always be identified at the beginning of a project. Costs may arise that have not been anticipated or actual costs may exceed estimated costs. These additional costs can be significant and could adversely impact our return on a project and the expected results of operations upon completion of the project. Also, construction costs vary over time based upon many factors, including the demand for building materials. We attempt to mitigate the risk of unanticipated increases in construction costs on our development projects through guaranteed maximum price contracts and pre-ordering of certain materials, but we may be adversely affected by increased construction costs on our current and future projects.

•

Leasing risk. The success of a commercial real estate development project is heavily dependent upon entering into leases with acceptable terms within a predefined lease-up period. Although our policy is to achieve pre-leasing goals (which vary by market, product type and circumstances) before committing to a project, it is expected that not all the space in a project will be leased at the time we commit to the project. If the additional space is not leased on schedule and upon the expected terms and conditions, our returns, future earnings and results of operations from the project could be adversely impacted. Whether or not tenants are willing to enter into leases on the terms and conditions we project and on the timetable we expect will depend upon a number of factors, many of which are outside our control. These factors may include:

•	general business conditions in the local or broader economy or in the tenants’ or prospective tenants’ industries;

•	supply and demand conditions for space in the marketplace; and

•	level of competition in the marketplace.

•

Reputation risks. We have historically developed and managed a significant portion of our real estate portfolio and believe that we have built a positive reputation for quality and service with our lenders, joint venture partners and tenants. If we were viewed as developing underperforming properties, suffered sustained losses on our investments, defaulted on a significant level of loans or experienced significant foreclosure or deed in lieu of foreclosure of our properties, our reputation could be damaged. In addition, our strategic disposition of many of our retail projects may negatively impact our relationships with retail tenants in other parts of our portfolio. Damage to our reputation could make it more difficult to successfully develop or acquire properties in the future and to continue to grow and expand our relationships with our lenders, joint venture partners and tenants, which could adversely affect our business, financial condition, and results of operations.

---

•	Governmental approvals. All necessary zoning, land-use, building, occupancy and other required governmental permits and authorization may not be obtained, may only be obtained subject to onerous conditions or may not be obtained on a timely basis resulting in possible delays, decreased profitability, and increased management time and attention.

•	difficulty finding properties that are consistent with our strategy and that meet our standards;

•	difficulty negotiating with new or existing tenants;

•	the extent of competition for a particular market for attractive acquisitions may hinder our desired level of property acquisitions or redevelopment projects;

•	the actual costs and timing of repositioning or redeveloping acquired properties may be greater than our estimates;

•	the occupancy levels, lease-up timing and rental rates may not meet our expectations;

•	the acquired properties may fail to meet internal projections or otherwise fail to perform as expected;

•	the acquired property may be in a market that is unfamiliar to us and could present additional unforeseen business challenges;

•	the timing of property acquisitions may lag the timing of property dispositions, leading to periods of time where projects' proceeds are not invested as profitably as we desire;

•	the inability to obtain financing for acquisitions on favorable terms or at all;

•	the inability to successfully integrate the operations, maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames or at all;

•	the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;

•	the possible decline in value of the acquired assets;

•	the diversion of our management’s attention away from other business concerns; and

•	the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.

---

•	actual or anticipated variations in our operating results, funds from operations or liquidity;

•	the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry;

•	the general stock and bond market conditions, including changes in interest rates or fixed income securities;

•	changes in tax laws;

•	changes to our dividend policy;

•	changes in market valuations of our properties;

•	adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt and our ability to refinance such debt on favorable terms;

•	any failure to comply with existing debt covenants;

•	any foreclosure or deed in lieu of foreclosure of our properties;

•	additions or departures of key executives and other employees;

•	actions by institutional stockholders;

•	uncertainties in world financial markets;

•	the realization of any of the other risk factors described in this report; and

•	general market and economic conditions.

---

•	85% of our ordinary income;

•	95% of our net capital gain income for that year; and

•	100% of our undistributed taxable income (including any net capital gains) from prior years.

---

Item 1B.	Unresolved Staff Comments

Item 2.	Properties

---

(1)	Weighted average economic occupancy represents an average of the square footage occupied at the property during the year. If the property was purchased during the year, average economic occupancy is calculated from the date of purchase forward.

(2)	Net operating income represents rental property revenues less rental property operating expenses for the year ended December 31, 2013.

(3)	Annualized base rents represents the sum of the annualized rent each tenant is paying as of the end of the reporting period. If a tenant is not paying rent due to a free rent concession, annualized base rent is calculated based on the annualized base rent the tenant will pay in the first period it is required to pay rent.

(4)	Contains ten buildings - One Greenway Plaza, Two Greenway Plaza, Three Greenway Plaza, Four Greenway Plaza, Five Greenway Plaza, 3800 Buffalo Speedway, Eight Greenway Plaza, Nine Greenway Plaza, Eleven Greenway Plaza, and Twelve Greenway Plaza.

(5)	Contains three buildings - Post Oak Central I, Post Oak Central II, and Post Oak Central III.

(6)	Contains four buildings - 100 North Point Center East, 200 North Point Center East, 333 North Point Center East, and 555 North Point Center East.

(7)	This property is classified as held for sale as of December 31, 2013.

(8)	The Company received all operating cash flows until the preferred return is met and receives all capital proceeds. No minority interest is currently recorded.

(9)	This property is owned through a joint venture with a third party who has contributed equity, but the equity ownership and the allocation of the results of operations and/or gain on sale may be disproportionate.

(10)	The Company receives all operating cash flows until it meets a preferred return of 9% and receives 87% of the remainder after its partner meets a preferred return of 9%. The Company receives all capital proceeds until it meets a leveraged IRR of 16% and receives 75% of the remainder after its partner receives its investment and a preferred return of 9%.

---

(11)	This property consists of 443 units.

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

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

(1)	This schedule shows projects currently under active development through the point of stabilization. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation

---

(2)

Amount represents 100% of the estimated project cost. Colorado Tower is being funded 100% by the Company and Emory Point Phase II is being funded with a combination of equity from the partners and a $46 million construction loan. Emory Point Phase II will initially be funded by equity contributions until the partners have contributed their required equity amounts. All subsequent funding is expected to come from the Emory Point Phase II construction loan. As of December 31, 2013, $1,000 was outstanding on the Emory Point Phase II construction loan.

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

(4)	Represents the estimated quarter within which the first apartment/retail is expected to be occupied.

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

---

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

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

(3)	This project is owned through a joint venture with a third party who has contributed equity, but the equity ownership and the allocation of the results of operations and/or gain on sale most likely will be disproportionate.

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

(5)	Company's ownership interest is shown at 100% as Callaway Gardens is owned in a joint venture which is consolidated with the Company. The partner is entitled to a share of the profits after the Company's capital is recovered.

Item 3.	Legal Proceedings

---

Item 4.	Mine Safety Disclosures

Item X.	Executive Officers of the Registrant

---

(1)	All activity for the fourth quarter of 2013 related to the remittances of shares for income taxes associated with option exercises.

---

Item 6.	Selected Financial Data

---

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

---

---

---

---

---

---

•	Increase of $47.9 million as a result of the acquisition of Greenway Plaza and 777 Main ("the Texas Acquisition");

•	Increase of $31.2 million as a result of the Post Oak Central acquisition;

•	Increase of $8.6 million as a result of the 816 Congress acquisition;

•	Increase of $6.5 million as a result of the 2012 acquisition of 2100 Ross;

•	Increase of $1.9 million at 191 Peachtree due to higher economic occupancy;

•	Increase of $1.7 million at Mahan Village as a result of the commencement of operations in late 2012;

•	Increase of $1.3 million at Promenade due to higher economic occupancy; and

•	Decrease of $19.7 million due to the sale of 50% of the Company’s interest in Terminus 100.

---

•	Increase of $15.1 million as a result of the Promenade acquisition in 2011;

•	Increase of $4.8 million as a result of the 2100 Ross acquisition;

•	Increase of $1.4 million at 191 Peachtree Tower due to higher economic occupancy; and

•	Decrease of $2.5 million at 555 North Point as a result of the termination of a lease in 2011. The vacated space was re-leased to a tenant whose lease commenced in the fourth quarter of 2012.

•	Increase of $20.2 million as a result of the Texas Acquisition;

•	Increase of $15.6 million as a result of the Post Oak Central acquisition;

•	Increase of $4.6 million as a result of the 816 Congress acquisition;

•	Increase of $3.4 million as a result of the 2012 acquisition of 2100 Ross;

•	Increase of $1.1 million at 191 Peachtree due to higher economic occupancy; and

•	Decrease of $5.5 million due to the sale of 50% of the Company’s interest in Terminus 100.

•	Increase of $7.0 million as a result of the 2011 acquisition of Promenade;

•	Increase of $3.3 million as a result of the 2100 Ross acquisition; and

•	Decrease of $670,000 at Terminus 100 as a result of lower bad debt expense and lower utilities.

•	Decrease in employee salaries and benefits, other than stock-based compensation and bonus, of $2.0 million due to a decrease in the number of corporate employees between 2013 and 2012;

---

•	Increase in capitalized salaries of $2.3 million as a result of increased development activity;

•	Increase in stock-based compensation expense of $1.7 million primarily due to an increase in the Company's stock price between years; and

•	Increase in bonus expense of $1.2 million as a result of the Company exceeding its bonus goals for 2013.

•	Decrease in employee salaries and benefits, other than stock-based compensation, of approximately $3.2 million due to a decrease in the number of corporate employees between 2012 and 2011;

•	Increase in stock-based compensation expense of $3.1 million primarily due to an increase in employee grants between years; and

•	Increase in capitalized salaries of $734,000 as a result of increased development activity.

•	Lower interest expense of $6.5 million as a result of the sale of 50% of Terminus 100 in 2013;

•	Lower interest expense of $1.5 million related to lower average borrowings under the Credit Facility during the year;

•	Higher interest expense of $2.6 million related to the new Post Oak Central loan in 2013;

•	Higher interest expense of $1.6 million related to the new Promenade loan in 2013;

•	Higher interest expense of $1.1 million due to lower capitalized interest in 2013 as a result of a reduction in development expenditures in 2013; and

•	Higher interest expense of $784,000 related to a new mortgage loan on 191 Peachtree Tower that closed in the first quarter of 2012.

•	Lower interest expense related to lower average borrowings under the Credit Facility during the year;

•	Lower interest expense as a result of the prepayment of the 100/200 North Point mortgage loan in 2012;

•	Lower interest expense as a result of the repayment of the 333/555 North Point mortgage loan in 2011;

•	Lower interest expense due to higher capitalized interest in 2012; and

•	Higher interest expense related to a new mortgage loan on 191 Peachtree Tower that closed in the first quarter of 2012.

•	Increase of $21.6 million as a result of the Texas Acquisition;

•	Increase of $11.7 million as a result of the Post Oak Central acquisition;

•	Increase of $4.3 million as a result of the 816 Congress acquisition;

•	Increase of $4.4 million as a result of the 2011 acquisition of 2100 Ross;

•	Increase of $1.2 million at 191 Peachtree due to higher economic occupancy;

•	Increase of $662,000 at Mahan Village as a result of the commencement of operations in late 2012;

•	Increase of $572,000 at Promenade due to higher economic occupancy; and

•	Decrease of $8.0 million due to the sale of 50% of the Company’s interest in Terminus 100.

•	Increase of $6.8 million as a result of the Promenade acquisition in 2011;

•	Increase of $2.3 million as a result of the 2100 Ross acquisition; and

---

•	Decrease of $1.0 million at 555 North Point Center East due to accelerated amortization recognized in 2011 of tenant assets for a tenant that terminated its lease prior to the originally scheduled end date.

---

---

---

---

•	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.

•	Property acquisitions;

•	Expenditures on development projects;

•	Building improvements, tenant improvements, and leasing costs;

•	Principal and interest payments on indebtedness; and

•	Common and preferred stock dividends.

---

(1)	Interest on variable rate obligations is based on rates effective as of December 31, 2013.

---

•	Increase of $29.7 million in operating distributions from joint ventures due to the sale of the Company's interests in CP Venture Two LLC and CP Venture Five LLC and the sale of The Avenue Murfreesboro through CF Murfreesboro Associates;

•	Increase of $1.9 million as a result of lower interest paid due to lower average debt outstanding and a lower weighted average interest rate;

•	Decrease of $22.8 million as a result of discontinued operations;

---

•	Decrease of $14.2 million related to the deconsolidation of Terminus 100;

•	Decrease of $6.7 million as a result of higher acquisition and related costs associated with increased acquisition activity;

•	Decrease of $3.5 million in fee income as a result of the sale of the Company's interest in CP Venture Two LLC and CP Venture Five LLC and the sale of The Avenue Murfreesboro through CF Murfreesboro Associates;

•	Decrease of $3.5 million due to the receipt of a lease termination fee in 2012;

•	Decrease of $3.4 million related to a participation interest in a former development project in 2012; and

•	The remaining increase is primarily a result of acquisition activities in 2013 and 2012 and increased occupancy at 191 Peachtree Tower and Promenade in 2013.

•	Increase of $28.5 million in operating distributions from joint ventures due to the sale of the Company's interest in Palisades West LLC and distribution the Company received from Ten Peachtree Place Associates as a result of the sale of the Ten Peachtree Place building;

•	Increase of $3.5 million due to the receipt of a lease termination fee;

•	Increase of $3.4 million related to a participation interest in a former development project; and

•	Increase of $2.8 million as a result of lower interest paid due to lower average debt outstanding.

•	Increase of $1.4 billion in acquisition, development, and tenant asset expenditures. This increase is primarily attributable to the acquisition of Post Oak Central, 816 Congress, Greenway Plaza, and 777 Main in 2013 and 2100 Ross in 2012;

•	Increase of $94.4 million due to a decrease in investment property sales. In 2013, the Company sold two operating properties and three tracts of land. In 2012, the Company sold six operating properties and four tracts of land;

•	Increase of $3.7 million due to a decrease in proceeds from the sale of the third party management and leasing business; and

•

Decrease of $15.9 million from joint ventures. In 2013, the Company sold its investments in CP Venture Two LLC and CP Venture Five LLC, sold The Avenue Murfreesboro retail center through CF Murfreesboro Associates, and received distributions from Crawford Long - CPI LLC as a result of a new mortgage note financing. In 2012, the Company sold its investment in Palisades West, received distributions from Ten Peachtree Place Associates from the sale of its only asset, and received distributions from CL Realty, L.L.C. and Temco Associates in connection with the sale of most of the assets owned in these two ventures. In addition, the Company invested more in its joint ventures as a result of capital contributions in EP II, which was formed and initially capitalized in 2013.

•	Increase of $129.8 million from investment property sales. In 2012, the Company sold six operating properties and four tracts of land. In 2011, the Company sold four operating properties and three tracts of land.

•	Increase of $76.8 million from a decrease in acquisition, development and tenant asset expenditures. This decrease is primarily attributable to the differences in the purchase prices for the 2012 purchase of 2100 Ross and the 2011 purchase of Promenade;

•

Increase of $75.7 million from joint ventures. In 2012, the Company sold its investment in Palisades West, received distributions from Ten Peachtree Place Associates from the sale of its only asset, and received distributions from CL Realty, L.L.C. and Temco Associates in connection with the sale of most of the assets owned in these two ventures. In addition, the Company invested less in its joint ventures as a result of lower capital contributions in EP I, which was formed and initially capitalized in 2011;

•	Increase of $8.2 million from the sale of the Company's third party management and leasing business; and

•	Decrease of $8.5 million from the use of restricted cash for tenant improvements.

---

•	Increase of $826.2 million from the issuance of common stock;

•	Increase of $380.5 million from new debt, net of repayments;

•	Decrease of $74.8 million from the redemption of preferred shares;

•	Decrease of $9.9 million due to an increase of distributions to noncontrolling interests as a result of the sale of the Company's interest in CP Venture Five LLC; and

•	Decrease of $8.4 million due to an increase in common dividends paid related to the increase in common shares outstanding.

---

Item 7A.	Quantitative and Qualitative Disclosure about Market Risk

---

(1)	Interest rates on variable rate notes payable are equal to the variable rates in effect on December 31, 2013.

Item 8.	Financial Statements and Supplementary Data

---

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

---

---

Item 9B.	Other Information

Item 10.	Directors, Executive Officers and Corporate Governance

---

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions, and Director Independence

Item 14.	Principal Accountant Fees and Services

(a)	1.     Financial Statements

A.	The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report:

2.	Financial Statement Schedule

---

(b)	Exhibits

---

---

---

---

---

---

---

---

---

---

---

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

2.	SIGNIFICANT ACCOUNTING POLICIES

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(A)	Represents a portion of the dividend allocated to long-term capital gain.

•	The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.

---

•	Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.

•	Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.

•	The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.

---

---

---

---

---

•	fee income for third party owned and joint venture properties for which the Company performs management, development, and leasing services;

•	compensation for corporate employees, other than those in the Third Party Management and Leasing segment;

•	general corporate overhead costs and interest expense for consolidated and unconsolidated entities;

•	income attributable to noncontrolling interests;

•	income taxes;

•	depreciation;

•	preferred dividends; and

•	operations of the industrial buildings, which were sold in 2011.

---

---

---

•	Rental property operations;

•	Land sales; and

•	Gains on sales of investment properties.

---

---

---

---

---

(a)	Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended December 31, 2013 are as follows:

(b)	Buildings and improvements are depreciated over 24 to 42 years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.