10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

or

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

For the transition period from              to   

AMERICAN ASSETS TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Commission file number: 001-35030

AMERICAN ASSETS TRUST, L.P.

(Exact Name of Registrant as Specified in its Charter)

Commission file number: 33-202342-01

Maryland	(American Assets Trust, Inc.)	27-3338708	(American Assets Trust, Inc.)
Maryland	(American Assets Trust, L.P.)	27-3338894	(American Assets Trust, L.P.)
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

11455 El Camino Real, Suite 200

San Diego, California 92130

(Address of Principal Executive Offices and Zip Code)

(858) 350-2600

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of Each Class	Trading Symbol	Name Of Each Exchange On Which Registered
American Assets Trust, Inc.	Common Stock, $.01 par value per share	AAT	New York Stock Exchange
American Assets Trust, L.P.	None	None	None

Securities registered pursuant to Section 12(g) of the Act:

American Assets Trust, Inc.	None
American Assets Trust, L.P.	None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   

American Assets Trust, Inc.	☒	Yes	☐	No
American Assets Trust, L.P.	☐	Yes	☒	No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

American Assets Trust, Inc.	☐	Yes	☒	No
American Assets Trust, L.P.	☐	Yes	☒	No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

American Assets Trust, Inc.	☒	Yes	☐	No
American Assets Trust, L.P.	☒	Yes	☐	No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    

American Assets Trust, Inc.	☒	Yes	☐	No
American Assets Trust, L.P.	☒	Yes	☐	No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

American Assets Trust, Inc.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

American Assets Trust, L.P.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

American Assets Trust, Inc.	☐	Yes	☒	No
American Assets Trust, L.P.	☐	Yes	☒	No

The aggregate market value of American Assets Trust, Inc.'s common shares held by non-affiliates of the Registrant, based upon the closing sales price of the Registrant's common shares on June 30, 2019 was $2.491 billion.

The number of American Assets Trust, Inc.’s common shares outstanding on February 14, 2020 was 60,068,228.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of American Assets Trust, Inc.'s Proxy Statement with respect to its 2020 Annual Meeting of Stockholders to be filed not later than 120 days after the end of its fiscal year are incorporated by reference into Part III hereof.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2019 of American Assets Trust, Inc., a Maryland corporation, and American Assets Trust, L.P., a Maryland limited partnership, of which American Assets Trust, Inc. is the parent company and sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our” or “the company” refer to American Assets Trust, Inc. together with its consolidated subsidiaries, including American Assets Trust, L.P. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “our Operating Partnership” or “the Operating Partnership” refer to American Assets Trust, L.P. together with its consolidated subsidiaries.

American Assets Trust, Inc. operates as a real estate investment trust, or REIT, and is the sole general partner of the Operating Partnership. As of December 31, 2019, American Assets Trust, Inc. owned an approximate 78.5% partnership interest in the Operating Partnership. The remaining 21.5% partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. As the sole general partner of the Operating Partnership, American Assets Trust, Inc. has full, exclusive and complete authority and control over the Operating Partnership’s day-to-day management and business, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies.

The company believes that combining the annual reports on Form 10-K of American Assets Trust, Inc. and the Operating Partnership into a single report will result in the following benefits:

• better reflects how management and the analyst community view the business as a single operating unit;

• enhance investors' understanding of American Assets Trust, Inc. and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

• greater efficiency for American Assets Trust, Inc. and the Operating Partnership and resulting savings in time, effort and expense; and

• greater efficiency for investors by reducing duplicative disclosure by providing a single document for their review.

Management operates American Assets Trust, Inc. and the Operating Partnership as one enterprise. The management of American Assets Trust, Inc. and the Operating Partnership are the same.

There are a few differences between American Assets Trust, Inc. and the Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between American Assets Trust, Inc. and the Operating Partnership in the context of how American Assets Trust, Inc. and the Operating Partnership operate as an interrelated consolidated company. American Assets Trust, Inc. is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, American Assets Trust, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. American Assets Trust, Inc. itself does not hold any indebtedness. The Operating Partnership holds substantially all the assets of the company, directly or indirectly holds the ownership interests in the company’s real estate ventures, conducts the operations of the business and is structured as a partnership with no publicly-traded equity. Except for net proceeds from public equity issuances by American Assets Trust, Inc., which are generally contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of operating partnership units.

Noncontrolling interests and stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of American Assets Trust, Inc. and those of American Assets Trust, L.P. The partnership interests in the Operating Partnership that are not owned by American Assets Trust, Inc. are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in American Assets Trust, Inc.’s financial statements. To help investors understand the significant differences between the company and the Operating Partnership, this report presents the following separate sections for each of American Assets Trust, Inc. and the Operating Partnership:

• consolidated financial statements;

• the following notes to the consolidated financial statements:

◦ Debt;

◦ Equity/Partners' Capital; and

◦ Earnings Per Share/Unit;

• Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; and

• Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of American Assets Trust, Inc. and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of American Assets Trust, Inc. have made the requisite certifications and American Assets Trust, Inc. and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

AMERICAN ASSETS TRUST, INC. AND AMERICAN ASSETS TRUST, L.P.

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 2019

TABLE OF CONTENTS

PART I	2
ITEM 1. BUSINESS	2
ITEM 1A. RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	28
ITEM 2. PROPERTIES	29
ITEM 3. LEGAL PROCEEDINGS	34
ITEM 4. MINE SAFETY DISCLOSURES	34
PART II	35
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	35
ITEM 6. SELECTED FINANCIAL DATA	37
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	58
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	59
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	59
ITEM 9A. CONTROLS AND PROCEDURES	59
ITEM 9B. OTHER INFORMATION	62
PART III	62
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	62
ITEM 11. EXECUTIVE COMPENSATION	62
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	62
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	62
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	62
PART IV	63
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	63
SIGNATURES	66

Forward Looking Statements.

We make statements in this report that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• adverse economic or real estate developments in our markets;

• our failure to generate sufficient cash flows to service our outstanding indebtedness;

• defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants;

• difficulties in identifying properties to acquire and completing acquisitions;

• difficulties in completing dispositions;

• our failure to successfully operate acquired properties and operations;

• our inability to develop or redevelop our properties due to market conditions;

• fluctuations in interest rates and increased operating costs;

• risks related to joint venture arrangements;

• our failure to obtain necessary outside financing;

• on-going litigation;

• general economic conditions;

• financial market fluctuations;

• risks that affect the general retail, office, multifamily and mixed-use environment;

• the competitive environment in which we operate;

• decreased rental rates or increased vacancy rates;

• conflicts of interests with our officers or directors;

• lack or insufficient amounts of insurance;

• environmental uncertainties and risks related to adverse weather conditions and natural disasters;

• other factors affecting the real estate industry generally;

• limitations imposed on our business and our ability to satisfy complex rules in order for American Assets Trust, Inc. to continue to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes; and

• changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Item 1A. Risk Factors.”

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PART I

ITEM 1. BUSINESS

General

References to “we,” “our,” “us” and “our company” refer to American Assets Trust, Inc., a Maryland corporation, together with our consolidated subsidiaries, including American Assets Trust, L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this report as our Operating Partnership.

We are a full service, vertically integrated and self-administered real estate investment trust, or REIT, that owns, operates, acquires and develops high quality retail, office, multifamily and mixed-use properties in attractive, high-barrier-to-entry markets in Southern California, Northern California, Oregon, Washington, Texas and Hawaii. As of December 31, 2019, our portfolio is comprised of twelve retail shopping centers; nine office properties; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and six multifamily properties. Additionally, as of December 31, 2019, we owned land at three of our properties that we classified as held for development and construction in progress. Our core markets include San Diego, the San Francisco Bay Area, Portland, Oregon, Bellevue, Washington and Oahu, Hawaii.

We are a Maryland corporation that was formed on July 16, 2010 to acquire the entities owning various controlling and noncontrolling interests in real estate assets owned and/or managed by Ernest S. Rady or his affiliates, including the Ernest Rady Trust U/D/T March 13, 1983, or the Rady Trust, and did not have any operating activity until the consummation of our initial public offering and the related acquisition of such interest on January 19, 2011. After the completion of our initial public offering and the related acquisitions, our operations have been carried on through our Operating Partnership. Our company, as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.5% of our Operating Partnership as of December 31, 2019. Accordingly, we consolidate the assets, liabilities and results of operations of our Operating Partnership.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from other owners and operators of commercial real estate and will enable us to take advantage of new acquisition and development opportunities, as well as growth opportunities within our portfolio:

• Irreplaceable Portfolio of High Quality Retail, Office and Multifamily Properties. We have acquired and developed a high quality portfolio of retail, office and multifamily properties located in affluent neighborhoods and sought-after business centers in Southern California, Northern California, Portland, Oregon, Bellevue, Washington, San Antonio, Texas and Oahu, Hawaii. Many of our properties are located in in-fill locations where developable land is scarce or where we believe current zoning, environmental and entitlement regulations significantly restrict new development. We believe that the location of many of our properties will provide us an advantage in terms of generating higher internal revenue growth on a relative basis.

• Experienced and Committed Senior Management Team with Strong Sponsorship. The members of our senior management team have significant experience in all aspects of the commercial real estate industry.

• Properties Located in High-Barrier-to-Entry Markets with Strong Real Estate Fundamentals. Our core markets currently include Southern California, Northern California, Oregon, Washington and Hawaii, which we believe have attractive long-term real estate fundamentals driven by favorable supply and demand characteristics.

• Extensive Market Knowledge and Long-Standing Relationships Facilitate Access to a Pipeline of Acquisition and Leasing Opportunities. We believe that our in-depth market knowledge and extensive network of long-standing relationships in the real estate industry provide us access to an ongoing pipeline of attractive acquisition and investment opportunities in and near our core markets, while also facilitating our leasing efforts and providing us with opportunities to increase occupancy rates at our properties.

• Internal Growth Prospects through Development, Redevelopment and Repositioning. The development and redevelopment potential at several of our properties presents compelling growth prospects and our expertise enhances our ability to capitalize on these opportunities.

• Broad Real Estate Expertise with Retail, Office and Multifamily Focus. Our senior management team has strong experience and capabilities across the real estate sector with significant expertise in the retail, office and multifamily asset classes, which provides for flexibility in pursuing attractive acquisition, development and repositioning opportunities. Ernest Rady, our Chairman, President and Chief Executive Officer, and Robert Barton, our Chief Financial Officer, each have over 30 years of commercial real estate experience,

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and the other members of senior management, including Adam Wyll, our Chief Operating Officer, each have over 20 years of commercial real estate experience.

Business and Growth Strategies

Our primary business objectives are to increase operating cash flows, generate long-term growth and maximize stockholder value. Specifically, we pursue the following strategies to achieve these objectives:

• Capitalizing on Acquisition Opportunities in High-Barrier-to-Entry Markets. We intend to pursue growth through the strategic acquisition of attractively priced, high quality properties that are well located in their submarkets, focusing on markets that generally are characterized by strong supply and demand characteristics, including high barriers to entry and diverse industry bases, that appeal to institutional investors.

• Repositioning/Redevelopment and Development of Office, Retail and Multifamily Properties. Our strategy is to selectively reposition and redevelop several of our existing or newly-acquired properties, and we will also selectively pursue ground-up development of undeveloped land where we believe we can generate attractive risk-adjusted returns.

• Disciplined Capital Recycling Strategy. Our strategy is to pursue an efficient asset allocation strategy that maximizes the value of our investments by selectively disposing of properties whose returns appear to have been maximized and redeploying capital into acquisition, repositioning, redevelopment and development opportunities with higher return prospects, in each case in a manner that is consistent with our qualification as a REIT.

• Proactive Asset and Property Management. We actively manage our properties, employ targeted leasing strategies, leverage our existing tenant relationships and focus on reducing operating expenses to increase occupancy rates at our properties, attract high quality tenants and increase property cash flows, thereby enhancing the value of our properties.

Employees

At December 31, 2019, we had 206 employees. None of our employees are represented by a collective bargaining unit. We believe that our relationship with our employees is good.

Tax Status

We have elected to be taxed as a REIT and believe we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2011. To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our net taxable income to our stockholders (excluding any net capital gains).

Insurance

We carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy, in addition to other coverages, such as trademark and pollution coverage, that may be appropriate for certain of our properties. We believe the policy specifications and insured limits are appropriate and adequate for our properties given the relative risk of loss, the cost of the coverage and industry practice; however, our insurance coverage may not be sufficient to fully cover our losses. We do not carry insurance for certain losses, including, but not limited to, losses caused by riots or war. Some of our policies, like those covering losses due to terrorism and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses, for such events. In addition, all but one of our properties are subject to an increased risk of earthquakes. While we carry earthquake insurance on all of our properties, the amount of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes. We may reduce or discontinue earthquake, terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Also, if destroyed, we may not be able to rebuild certain of our properties due to current zoning and land use regulations. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters. In addition, our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage if the market value of our portfolio increases. If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness,

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even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated.

Regulation

Our properties are subject to various covenants, laws, ordinances and regulations, including laws such as the Americans with Disabilities Act of 1990, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, that impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures.

Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for harm to natural resource. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and/or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. For example, Del Monte Center is currently undergoing remediation of dry cleaning solvent contamination from a former onsite dry cleaner. The environmental issue is currently in the final stages of remediation which entails the long term ground monitoring by the appropriate regulatory agency over the next five to seven years. The prior owner of Del Monte Center entered into a fixed fee environmental services agreement in 1997 pursuant to which the remediation will be completed for approximately $3.5 million, with the remediation costs paid for through an escrow funded by the prior owner. We expect that the funds in this escrow account will cover all remaining costs and expenses of the environmental remediation. However, if the Regional Water Quality Control Board - Central Coast Region were to require further work costing more than the remaining escrowed funds, we could be required to pay such overage although we may have a claim for such costs against the prior owner or our environmental remediation consultant. In addition to the foregoing, we possess Phase I Environmental Site Assessments for certain of the properties in our portfolio. However, the assessments are limited in scope (e.g., they do not generally include soil sampling, subsurface investigations or hazardous materials survey) and may have failed to identify all environmental conditions or concerns. Furthermore, we do not have Phase I Environmental Site Assessment reports for all of the properties in our portfolio and, as such, may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio. As a result, we could potentially incur material liability for these issues, which could adversely impact our financial condition, results of operations, cash flow and the per share trading price of our common stock.

As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in our buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance. Also, we could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in our buildings, and we could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in our buildings. In addition, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities.

Competition

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We compete with a number of developers, owners and operators of retail, office, multifamily and mixed-use real estate, many of which own properties similar to ours in the same markets in which our properties are located and some of which have greater financial resources than we do. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates, security, flexibility and expertise to design space to meet prospective tenants' needs and the manner in which the property is operated, maintained and marketed. As leases at our properties expire, we may encounter significant competition to renew or re-let space in light of the large number of competing properties within the markets in which we operate. As a result, we may be required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or below market renewal options, or we may not be able to timely lease vacant space. In that case, our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to pay dividends may be adversely affected.

We also face competition when pursuing acquisition and disposition opportunities. Our competitors may be able to pay higher property acquisition prices, may have private access to opportunities not available to us and otherwise be in a better position to acquire a property. Competition may also have the effect of reducing the number of suitable acquisition opportunities available to us, increasing the price required to consummate an acquisition opportunity and generally reducing the demand for retail, office, mixed-use and multifamily space in our markets. Likewise, competition with sellers of similar properties to locate suitable purchasers may result in us receiving lower proceeds from a sale or in us not being able to dispose of a property at a time of our choosing due to the lack of an acceptable return.

Segments

We operate in four business segments: retail, office, multifamily and mixed-use. Information related to our business segments for 2019, 2018 and 2017 is set forth in Note 17 to our consolidated financial statements in Item 8 of this Report.

Tenants Accounting for over 10% of Revenues

None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2019, 2018 or 2017. Google LLC at The Landmark at One Market accounted for approximately 10.4%, 0% and 0% of total office segment revenues for the years ended December 31, 2019, 2018 and 2017, respectively. LPL Holdings, Inc at La Jolla Commons accounted for approximately 9.2%, 0% and 0% of total office segment revenues for the years ended December 31, 2019, 2018 and 2017, respectively. salesforce.com, inc. at The Landmark at One Market accounted for approximately 4.3%, 15.4% and 15.5% of total office segment revenues for the years ended December 31, 2019, 2018 and 2017, respectively.

Foreign Operations

We do not engage in any foreign operations or derive any revenue from foreign sources.

Available Information

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission, or the SEC. You may obtain copies of these documents by accessing the SEC’s website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.americanassetstrust.com, or by contacting our Secretary at our principal office, which is located at 11455 El Camino Real, Suite 200, San Diego, California 92130. Our telephone number is (858) 350-2600. The information contained on our website is not a part of this report and is not incorporated herein by reference.

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters and the charters of our audit committee, compensation committee and nominating and corporate governance committee are all available in the Governance section of the Investors page of our website.

ITEM 1A. RISK FACTORS

The following section includes the most significant factors that may adversely affect our business and operations. The risk factors describe risks that may affect these statements but are not all-inclusive, particularly with respect to possible future events. Moreover, we operate in a very competitive and rapidly changing environment.  New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  This discussion of risk factors includes many forward-looking statements. For

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cautions about relying on forward-looking statements, please refer to the section entitled “Forward Looking Statements” at the beginning of this Report immediately prior to Item 1.

Risks Related to Our Business and Operations

Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in California, Oregon, Washington, Texas and Hawaii, which may cause us to be more susceptible to adverse developments in those markets than if we owned a more geographically diverse portfolio.

Our properties are located in California, Oregon, Washington, Texas and Hawaii, and substantially all of our properties are concentrated in California, Oregon, Washington and Hawaii, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. As a result, we are particularly susceptible to adverse economic or other conditions in these markets (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, changes in the local or global tourism industry, relocations of businesses, increases in real estate and other taxes and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters that occur in these markets (such as earthquakes, wildfires and other events). If there is a downturn in the economy in these markets, our operations and our revenue and cash available for distribution, including cash available to pay distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders, could be materially adversely affected. We cannot assure you that these markets will grow or that underlying real estate fundamentals will be favorable to owners and operators of retail, office, mixed-use or multifamily properties. Our operations may also be affected if competing properties are built in any of these markets. Moreover, submarkets within any of our core markets may be dependent upon a limited number of industries. In addition, the State of California is regarded as more litigious, highly regulated and taxed than many other states, all of which may reduce demand for retail, office, mixed-use or multifamily space in California. Any adverse economic or real estate developments in the California, Oregon, Washington or Hawaii markets, or any decrease in demand for retail, office, multifamily or mixed-use space resulting from the regulatory environment, business climate or energy or fiscal problems, could adversely impact our financial condition, results of operations, cash flow, our ability to satisfy our debt service obligations and our ability to pay distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

We have a substantial amount of indebtedness, which may expose us to the risk of default under our debt obligations.

At December 31, 2019, we had total debt outstanding of $1.36 billion, excluding debt issuance costs, a substantial portion of which contains non-recourse carve-out guarantees and environmental indemnities from us and our Operating Partnership, and we may incur significant additional debt to finance future acquisition and development activities. At December 31, 2019, we also had a second amended and restated credit facility with a capacity of $450 million, consisting of a revolving line of credit of $350 million and an unsecured term loan of $100 million. Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends currently contemplated or necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

• our cash flow may be insufficient to meet our required principal and interest payments;

• we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;

• we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

• we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;

• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and

• our default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, or the Code.

Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may materially adversely affect us.

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On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. At this time, it is not possible to predict whether any such changes will occur, whether LIBOR will be phased out or any such alternative reference rates or other reforms to LIBOR will be enacted in the United Kingdom, the United States or elsewhere or the effect that any such changes, phase out, alternative reference rates or other reforms, if they occur, would have on the amount of interest paid on, or the market value of, our LIBOR-based securities, including our floating rate notes. Uncertainty as to the nature of such potential changes, phase out, alternative reference rates or other reforms may materially adversely affect the trading market for LIBOR-based securities. Reform of, or the replacement or phasing out of, LIBOR and proposed regulation of LIBOR and other “benchmarks” may materially adversely affect the market value of and the amount of interest paid on our LIBOR-based securities and could have a material adverse effect on our business, financial condition and results of operations.

We depend on significant tenants in our office properties, and a bankruptcy, insolvency or inability to pay rent of any of these tenants may adversely affect the income produced by our office properties and could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock.

As of December 31, 2019, the three largest tenants in our office portfolio - LPL Holdings, Inc., Google LLC and Autodesk, Inc. - represented approximately 31.8% of the total annualized base rent in our office portfolio. LPL Holdings, Inc. is a subsidiary of LPL Financial Holdings, Inc. and provides an integrated platform of brokerage and investment advisory services to independent financial advisors and financial advisors at financial institutions in the United States. Google LLC is a subsidiary of Alphabet, Inc. and provides online advertising services. Autodesk, Inc. is an American multinational corporation that focuses on 3-D design software for use in the architecture, engineering, construction, manufacturing, media and entertainment industries. The inability of a significant tenant to pay rent or the bankruptcy or insolvency of a significant tenant may adversely affect the income produced by our office properties. If a tenant becomes bankrupt or insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease with us. Any claim against such tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. If any of these tenants were to experience a downturn in its business or a weakening of its financial condition resulting in its failure to make timely rental payments or causing it to default under its lease, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. Any such event could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock.

Our retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Our retail shopping center properties typically are anchored by large, nationally recognized tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants, including our anchor and other major tenants, may fail to comply with their contractual obligations to us, seek concessions in order to continue operations or declare bankruptcy, any of which could result in the termination of such tenants' leases and the loss of rental income attributable to the terminated leases. In addition, certain of our tenants may cease operations while continuing to pay rent, which could decrease customer traffic, thereby decreasing sales for our other tenants at the applicable retail property. In addition to these potential effects of a business downturn, mergers or consolidations among large retail establishments could result in the closure of existing stores or duplicate or geographically overlapping store locations, which could include stores at our retail properties.

Loss of, or a store closure by, an anchor or major tenant could significantly reduce our occupancy level or the rent we receive from our retail properties, and we may not have the right to re-lease vacated space or we may be unable to re-lease vacated space at attractive rents or at all. Moreover, in the event of default by a major tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties. The occurrence of any of the situations described above, particularly if it involves an anchor tenant with leases in multiple locations, could seriously harm our performance and could adversely affect the value of the applicable retail property.

As of December 31, 2019, our largest anchor tenants were Lowe's, Nordstrom Rack and Sprouts Farmers Market, which together represented approximately 10.1% of our total annualized base rent of our retail portfolio in the aggregate, and 4.8%, 2.8% and 2.5%, respectively, of the annualized base rent generated by our retail properties.

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Many of the leases at our retail properties contain “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations or terminate their leases, any of which could adversely affect our performance or the value of the applicable retail property.

Many of the leases at our retail properties contain “co-tenancy” provisions that condition a tenant's obligation to remain open, the amount of rent payable by the tenant or the tenant's obligation to continue occupancy on certain conditions, including: (1) the presence of a certain anchor tenant or tenants; (2) the continued operation of an anchor tenant's store; and (3) minimum occupancy levels at the applicable retail property. If a co-tenancy provision is triggered by a failure of any of these or other applicable conditions, a tenant could have the right to cease operations, to terminate its lease early or to a reduction of its rent. In periods of prolonged economic decline, there is a higher than normal risk that co-tenancy provisions will be triggered as there is a higher risk of tenants closing stores or terminating leases during these periods. In addition to these co-tenancy provisions, certain of the leases at our retail properties contain “go-dark” provisions that allow the tenant to cease operations while continuing to pay rent. This could result in decreased customer traffic at the applicable retail property, thereby decreasing sales for our other tenants at that property, which may result in our other tenants being unable to pay their minimum rents or expense recovery charges. These provisions also may result in lower rental revenue generated under the applicable leases. To the extent co-tenancy or go-dark provisions in our retail leases result in lower revenue or tenant sales or tenants' rights to terminate their leases early or to a reduction of their rent, our performance or the value of the applicable retail property could be adversely affected.

We may be unable to renew leases, lease vacant space or re-let space as leases expire, thereby increasing or prolonging vacancies, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

As of December 31, 2019, leases representing 8.7% of the square footage and 8.2% of the annualized base rent of the properties in our office, retail and retail portion of our mixed-use portfolios will expire in 2020, and an additional 3.7% of the square footage of the properties in our office, retail and retail portion of our mixed-use portfolios was available. We cannot assure you that leases will be renewed or that our properties will be re-let at rental rates equal to or above the current average rental rates or that substantial rent abatements, tenant improvements, early termination rights or below market renewal options will not be offered to attract new tenants or retain existing tenants. In addition, our ability to lease our multifamily properties at favorable rates, or at all, is dependent upon the overall level of spending in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, personal debt levels, the downturn in the housing market, stock market volatility and uncertainty about the future. If the rental rates for our properties decrease, our existing tenants do not renew their leases or we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected.

We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.

Our business strategy involves the acquisition of retail, office, multifamily and mixed-use properties. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. We continue to evaluate the market of available properties and may attempt to acquire properties when strategic opportunities exist. However, we may be unable to acquire properties identified as potential acquisition opportunities. Our ability to acquire properties on favorable terms, or at all, may be exposed to the following significant risks:

• we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;

• even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and

• we may be unable to finance the acquisition on favorable terms or at all.

If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected. In addition, failure to identify or complete acquisitions of suitable properties could slow our growth.

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We face significant competition for acquisitions of real properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.

The current market for acquisitions continues to be extremely competitive. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly traded and privately held REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and/or reducing the rents we can charge and, as a result, adversely affecting our operating results.

Our future acquisitions may not yield the returns we expect, and we may otherwise be unable to operate these properties to meet our financial expectations, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:

• even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;

• we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;

• our cash flow may be insufficient to meet our required principal and interest payments;

• we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;

• we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;

• market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and

• we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If we cannot operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected.

We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.

Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs, including real estate taxes, which could increase over time, the need periodically to repair, renovate and re-lease space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase as a result of any of the foregoing factors, our results of operations may be adversely affected.

The expense of owning and operating a property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property. As a result, if revenues decline, we may not be able to reduce our expenses accordingly. Costs associated with real estate investments, such as real estate taxes, insurance, loan payments and maintenance, generally will not be reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease. If we are unable to decrease operating costs when demand for our properties decreases and our revenues decline, our financial condition, results of operations and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders may be adversely affected.

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Our ability to grow will be limited if we cannot obtain additional capital.

If economic conditions and conditions in the capital markets are not favorable at the time we need to raise capital, we may need to obtain capital on less favorable terms than our current debt financings. Equity capital could include our common shares or preferred shares. We cannot guarantee that additional financing, refinancing or other capital will be available in the amounts we desire or on favorable terms. Our access to debt or equity capital depends on a number of factors, including the market's perception of our growth potential, our ability to pay dividends, and our current and potential future earnings. Depending on the outcome of these factors as well as the impact of the economic environment, we could experience delay or difficulty in implementing our growth strategy, including the development and redevelopment of our assets, on satisfactory terms, or be unable to implement this strategy.

High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we may be unable to refinance the properties when the loans become due, or to refinance on favorable terms. If interest rates are higher when we refinance our properties, our income could be reduced. If any of these events occur, our cash flow could be reduced. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. Moreover, repayment of mortgage and other secured debt obligations could limit the funds that are available to repay our unsecured debt obligations. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

Some of our financing arrangements involve balloon payment obligations, which may adversely affect our ability to make distributions.

Some of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

The REIT rules impose certain restrictions on our ability to utilize hedges, swaps and other types of derivatives to hedge our liabilities. Subject to these restrictions, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. Our hedging transactions may include entering into interest rate cap agreements or interest rate swap agreements. As described under Note 8. "Derivative and Hedging Activities," to the accompanying consolidated financial statements, we have entered into several interest rate swap agreements that are intended to reduce the interest rate variability exposure with respect to certain of our indebtedness. These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court could rule that such an agreement is not legally enforceable. In addition, interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates. Hedging could reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes could materially adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. In addition, while such agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as

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highly-effective cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 815, Derivatives and Hedging.

Our second amended and restated credit facility, note purchase agreements and amended term loan agreement restrict our ability to engage in some business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Our second amended and restated credit facility, note purchase agreements and amended term loan agreement contain customary negative covenants and other financial and operating covenants that, among other things:

• restrict our ability to incur additional indebtedness;

• restrict our ability to incur additional liens;

• restrict our ability to make certain investments (including certain capital expenditures);

• restrict our ability to merge with another company;

• restrict our ability to sell or dispose of assets;

• restrict our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders; and

• require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and/or maximum leverage ratios.

These limitations restrict our ability to engage in some business activities, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. In addition, our credit facility contains specific cross-default provisions with respect to specified other indebtedness, giving the lenders and/or note purchasers the right to declare a default if we are in default under other loans in some circumstances.

The effective subordination of our unsecured indebtedness may reduce amounts available for payment on our unsecured indebtedness.

Our second amended and restated credit facility, the notes issued under our note purchase agreements and our amended term loan agreement represent unsecured indebtedness. The holders of our secured debt may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt. The holders of any of our secured debt also would have priority over unsecured creditors in the event of a bankruptcy, liquidation or similar proceeding.

If we invest in mortgage receivables, including originating mortgages, such investment would be subject to several risks, any of which could decrease the value of such investments and result in a significant loss to us.

From time to time, we may invest in mortgage receivables, including originating mortgages. In general, investments in mortgages are subject to several risks, including:

• borrowers may fail to make debt service payments or pay the principal when due, which may make it necessary for us to foreclose our mortgages or engage in costly negotiations;

• the value of the mortgaged property may be less than the principal amount of the mortgage note securing the property;

• interest rates payable on the mortgages may be lower than our cost for the funds to acquire these mortgages; and

• the mortgages may be or become subordinated to mechanics' or materialmen's liens or property tax liens, in which case we would need to make payments to maintain the current status of a prior lien or discharge it in its entirety to protect such mortgage investment.

If any of these risks were to be realized, the total amount we would recover from our mortgage receivables may be less than our total investment, resulting in a loss and our mortgage receivables may be materially and adversely affected.

Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.

Our business may be affected by market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations in the credit markets. These conditions, or similar conditions existing in the future, may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock as a result of the following potential consequences, among others:

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• decreased demand for retail, office, multifamily and mixed-use space, which would cause market rental rates and property values to be negatively impacted;

• reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;

• our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; and

• one or more lenders under our second amended and restated credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

We are subject to risks that affect the general retail environment, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large retailing companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our shopping centers.

A portion of our properties are in the retail real estate market. This means that we are subject to factors that affect the retail sector generally, as well as the market for retail space. The retail environment and the market for retail space have previously been, and could again be, adversely affected by weakness in the national, regional and local economies, the level of consumer spending and consumer confidence, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing competition from discount retailers, outlet malls, internet retailers (including Amazon.com) and other online businesses. Increases in consumer spending via the internet may significantly affect our retail tenants' ability to generate sales in their stores and could affect the way future tenants lease space. In addition, some of our retail tenants face competition from the expanding market for digital content and hardware. New and enhanced technologies, including new digital technologies and new web services technologies, may increase competition for certain of our retail tenants. While we devote considerable effort and resources to analyze and respond to tenant trends, preferences and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional “brick and mortar” locations. If we are unable to anticipate and respond promptly to trends in the market, our occupancy levels and rental amounts may decline.

Any of the foregoing factors could adversely affect the financial condition of our retail tenants and the willingness of retailers to lease space in our shopping centers. In turn, these conditions could negatively affect market rents for retail space and could materially and adversely affect our financial condition, results of operations, cash flow, the trading price of our common shares and our ability to satisfy our debt service obligations and to pay distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial rent abatements, tenant improvements, early termination rights or below market renewal options in order to retain tenants when our tenants' leases expire. As a result, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected.

We may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, causing our financial condition, results of operations, cash flow and per share trading price of our common stock to be adversely affected.

We may be required, upon expiration of leases at our properties, to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could cause an adverse effect to our financial condition, results of operations, cash flow and per share trading price of our common stock.

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The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience lease roll down from time to time, which could negatively impact our ability to generate cash flow growth.

As a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in the California, Oregon, Washington, Texas and Hawaii real estate markets and the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the asking rents across the properties in our portfolio. In addition, the degree of discrepancy between our asking rents and the actual rents we are able to obtain may vary both from property to property and among different leased spaces within a single property. If we are unable to obtain rental rates that are on average comparable to our asking rents across our portfolio, then our ability to generate cash flow growth will be negatively impacted. In addition, depending on asking rental rates at any given time as compared to expiring leases in our portfolio, from time to time rental rates for expiring leases may be higher than starting rental rates for new leases.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.

In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our Operating Partnership, which may result in stockholder dilution through the issuance of Operating Partnership units that may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of, or refinance the debt on, the acquired properties. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

We are subject to the business, financial and operating risks inherent to the hospitality and tourism industries, including competition for guests with other hospitality properties and general and local economic conditions that may affect demand for travel in general, any of which could adversely affect the revenues generated by our hospitality or other properties.

Because we own the Waikiki Beach Walk-Embassy Suites™ in Hawaii and the Santa Fe Park RV Resort in California, we are susceptible to risks associated with the hospitality industry, including:

• competition for guests with other hospitality properties, some of which may have greater marketing and financial resources than the managers of our hospitality properties;

• increases in operating costs from inflation, labor costs (including the impact of unionization), workers' compensation and healthcare related costs, utility costs, insurance and other factors that the managers of our hospitality properties may not be able to offset through higher rates;

• the fluctuating and seasonal demands of business travelers and tourism, which seasonality may cause quarterly fluctuations in our revenues;

• general and local economic conditions that may affect demand for travel in general;

• periodic oversupply resulting from excessive new development;

• unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents, climate change and unusual weather patterns, including natural disasters such as earthquakes or wildfires; and

• decreased reimbursement revenue from the licensor for traveler reward programs.

If our hospitality properties do not generate sufficient revenues, our financial position, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to pay distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders may be adversely affected.

In addition, because tourism is a major component of both the local economies in Hawaii and California, our properties in California and Hawaii may be impacted by the local and global tourism industry. These properties are susceptible to any factors that affect travel and tourism related to Hawaii and California, including cost and availability of air services and the impact of any events that disrupt air or other travel to and from these regions. Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including major fires, floods and earthquakes, as well as severe or inclement weather, which could also decrease tourism activity in Hawaii or California.

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We must rely on third-party management companies to operate the Waikiki Beach Walk-Embassy Suites™ in order to maintain our qualification as a REIT under the Code, and, as a result, we will have less control than if we were operating the hotel directly.

In order to assist us in maintaining our qualification as a REIT, we have leased the Waikiki Beach Walk-Embassy Suites™ to WBW Hotel Lessee, LLC, our taxable REIT subsidiary, or TRS, lessee, and engaged a third-party management company to operate our hotel. While we have some input into operating decisions for the hotel leased by our TRS lessee and operated under a management agreement, we have less control than if we managed the hotel ourselves. Even if we believe that our hotel is not being operated efficiently, we may not have sufficient rights under the management agreement to enable us to force the management company to change its method of operation. We cannot assure you that the management company will successfully manage our hotel. A failure by the management company to successfully manage the hotel could lead to an increase in our operating expenses or a decrease in our revenue, or both, which could adversely impact our financial condition, results of operations, cash flow, our ability to satisfy our debt service obligations and our ability to pay distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

If our relationship with the franchisor of the Waikiki Beach Walk-Embassy Suites™ was to deteriorate or terminate, it could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

We cannot assure you that disputes between us and the franchisor of the Waikiki Beach Walk- Embassy Suites™ will not arise. If our relationship with the franchisor were to deteriorate as a result of disputes regarding the franchise agreement under which our hotel operates or for other reasons, the franchisor could, under certain circumstances, terminate our current license with them or decline to provide licenses for hotels that we may acquire in the future. If any of the foregoing were to occur, it could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

Our franchisor, Embassy Suites™, could cause us to expend additional funds on upgraded operating standards, which may adversely affect our results of operations and reduce cash available for distribution to stockholders.

Under the terms of our franchise license agreement, our hotel operator must comply with operating standards and terms and conditions imposed by the franchisor of the hotel brand, Embassy Suites™. Failure by us, our TRS lessees or any hotel management company that we engage to maintain these standards or other terms and conditions could result in the franchise license being canceled or the franchisor requiring us to undertake a costly property improvement program. If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which we expect could be as high as approximately $7.6 million based on operating performance through December 31, 2019. In addition, our franchisor may impose upgraded or new brand standards, such as substantially upgrading the bedding, enhancing the complimentary breakfast or increasing the value of guest awards under its “frequent guest” program, which can add substantial expense for the hotel. Furthermore, under certain circumstances, the franchisor may require us to make certain capital improvements to maintain the hotel in accordance with system standards, the cost of which can be substantial and may adversely affect our results of operations and reduce cash available for distribution to our stockholders.

Embassy Suites™, our franchisor, has a right of first offer with respect to the Waikiki Beach Walk-Embassy Suites™, which may limit our ability to obtain the highest price possible for the hotel.

Pursuant to the terms of our franchise agreement for the Waikiki Beach Walk-Embassy Suites™, the franchisor has a right of first offer to purchase the hotel if we propose to sell all or a portion of the hotel or any interest therein. In the event that we choose to dispose of the hotel, we would be required to notify the franchisor, prior to offering the hotel to any other potential buyer, of the price and conditions on which we would be willing to sell the hotel, and the franchisor would have the right, within 30 days of receiving such notice, to make an offer to purchase the hotel. If the franchisor makes an offer to purchase that is equal to or greater than the price and on substantially the same terms set forth in our notice, then we will be obligated to sell the hotel to the franchisor at that price and on those terms. If the franchisor makes an offer to purchase for less than the price stated in our notice or on less favorable terms, then we may reject the franchisor's offer. The existence of this right of first offer could adversely impact our ability to obtain the highest possible price for the hotel as, during the term of the franchise agreement, we would not be able to offer the hotel to potential purchasers through a competitive bid process or in a similar manner designed to maximize the value obtained for the property without first offering to sell this property to the franchisor.

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Our real estate development activities are subject to risks particular to development, such as unanticipated expenses, delays and other contingencies, any of which could adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.

We may engage in development and redevelopment activities with respect to certain of our properties. To the extent that we do so, we will be subject to the following risks associated with such development and redevelopment activities:

• unsuccessful development or redevelopment opportunities could result in direct expenses to us;

• construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;

• time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

• contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;

• failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;

• delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;

• occupancy rates and rents of a completed project may not be sufficient to make the project profitable;

• our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and

• the availability and pricing of financing to fund our development activities on favorable terms or at all.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development or redevelopment activities once undertaken, any of which could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock.

Our success depends on key personnel whose continued service is not guaranteed, and the loss of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs. Rady, Barton and Wyll who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition and disposition activity. Among the reasons that these individuals are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel. If we lose their services, our relationships with such personnel could diminish.

Our Board has implemented an emergency succession plan in case of the sudden or unanticipated resignation, termination, death or temporary or permanent disability of Mr. Rady, or otherwise in case Mr. Rady is unable to perform his duties as Chairman, President and Chief Executive Officer.   This plan is reviewed at least annually by our Board with input from our Nominating and Governance Committee and currently includes Dr. Robert Sullivan (Board member), Mr. Barton and Mr. Wyll, as potential interim candidates for the roles of Chairman, President and/or Chief Executive Officer and/or as emergency interim executive committee members. 

Many of our other senior executives also have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities, having opportunities brought to us and negotiating with tenants and build-to-suit prospects. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Mr. Rady is involved in outside businesses, which may interfere with his ability to devote time and attention to our business and affairs.

We rely on our senior management team, including Mr. Rady, for the day-to-day operations of our business. Our employment agreement with Mr. Rady requires him to devote a substantial portion of his business time and attention to our business. Mr. Rady continues to serve as chairman of the board of directors and president of American Assets, Inc. and chairman of the board of directors of Insurance Company of the West. As such, Mr. Rady has certain ongoing duties to American Assets, Inc., Insurance Company of the West and other business ventures that could require a portion of his time and attention. Although we expect that Mr. Rady will continue to devote a majority of his business time and attention to us, we cannot accurately predict the amount of time and attention that will be required of Mr. Rady to perform such ongoing duties. To

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the extent that Mr. Rady is required to dedicate time and attention to American Assets, Inc. and/or Insurance Company of the West, his ability to devote a majority of his business time and attention to our business and affairs may be limited and could adversely affect our operations.

We may be subject to on-going or future litigation and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.

We may be subject to on-going litigation at our properties and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of currently asserted claims or of those that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.

Potential losses from earthquakes in California, Oregon, Washington and Hawaii may not be fully covered by insurance.

Many of the properties we currently own are located in California, Oregon, Washington and Hawaii, which are areas especially subject to earthquakes. While we carry earthquake insurance on all of our properties, the amount of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes and will be subject to limitations involving large deductibles or co-payments. In addition, we may reduce or discontinue earthquake insurance on some or all of our properties in the future if the cost of premiums for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. As a result, in the event of an earthquake, we may be required to incur significant costs, and, to the extent that a loss exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

We may be adversely affected by laws, regulations or other issues related to climate change.

We may become subject to laws or regulations related to climate change, which could cause our business, results of operations and financial condition to be impacted adversely. The federal government has enacted, and some of the states and localities in which we operate may enact, certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations and financial condition. Lastly, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of operations.

We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.

In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of our properties. For example, if we experienced a substantial or comprehensive loss of Torrey Reserve Campus in San Diego, California, reconstruction could be delayed or prevented by the California Coastal Commission, which regulates land use in the California coastal zone.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial condition and disputes between us and our co-venturers.

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We may co-invest in the future with other third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. Consequently, with respect to any such arrangement we may enter into in the future, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, a sale or transfer by us to a third party of our interests in the joint venture may be subject to consent rights or rights of first refusal, in favor of our joint venture partners, which would in each case restrict our ability to dispose of our interest in the joint venture. Where we are a limited partner or non-managing member in any partnership or limited liability company, if such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in the current volatile credit market, the refinancing of such debt may require equity capital calls.

Increased competition and increased affordability of residential homes could limit our ability to retain our residents, lease apartment homes or increase or maintain rents at our multifamily apartment communities.

Our multifamily apartment communities compete with numerous housing alternatives in attracting residents, including other multifamily apartment communities and single-family rental homes, as well as owner occupied single and multifamily homes. Competitive housing in a particular area and an increase in the affordability of owner occupied single and multifamily homes due to, among other things, housing prices, oversupply, mortgage interest rates and tax incentives and government programs to promote home ownership, could adversely affect our ability to retain residents, lease apartment homes and increase or maintain rents.

Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability, among other things, to meet our capital and operating needs or make the cash distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders necessary to maintain our qualification as a REIT.

In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

• general market conditions;

• the market's perception of our growth potential;

• our current debt levels;

• our current and expected future earnings;

• our cash flow and cash distributions; and

• the market price per share of our common stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders necessary to maintain our qualification as a REIT.

We rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact on our business, operations and/or financial condition.

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Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.  We face risks associated with security breaches, whether through cyber-attacks or cyber-intrusions over the internet, malware, computer viruses, attachments to e-mails and/or employees or third-parties with access to our systems. We face the risk of ransomware or other cyber-attacks aimed at disrupting the availability of systems, applications, networks or data important to our business operations.

Our information technology, or IT, networks and related systems, are essential to the operation of our business and our ability to perform day-to-day operations, and, in some cases, may be critical to the operations of certain of our tenants.

Additionally, we collect and hold personal information of our residents and prospective residents in connection with our leasing activities at our multifamily locations.  We also collect and hold personal information of our employees in connection with their employment. In addition, we engage third-party service providers that may have access to such personal information in connection with providing business services to us, whether through our own IT networks and related systems, or through the third-party service providers’ IT networks and related systems.

We mitigate the risk of disruptions, breaches or disclosure of this confidential personally identifiable information by implementing a variety of security measures including (among others) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems, and to test and verify their proper and secure operations on a periodic basis.

There can be no assurance that our efforts to maintain the confidentiality, integrity, and availability and controls of our (or our third-party service providers') IT networks and related data and systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.  A security breach or other significant disruption involving our (or our third-party service providers') IT networks and related systems could materially and adversely impact our income, cash flow, results of operations, financial condition, liquidity, the ability to service our debt obligations, the market price of our common stock, our ability to pay dividends and/or other distributions to our shareholders. A security breach could additionally cause the disclosure or misuse of confidential or proprietary information (including personal information of our residents and/or employees) and damage to our reputation.

Risks Related to the Real Estate Industry

Our performance and value are subject to risks associated with real estate assets and the real estate industry, including local oversupply, reduction in demand or adverse changes in financial conditions of buyers, sellers and tenants of properties, which could decrease revenues or increase costs, which would adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.

Our ability to make expected distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “Risks Related to Our Business and Operations,” as well as the following:

• local oversupply or reduction in demand for retail, office, multifamily or mixed-use space;

• adverse changes in financial conditions of buyers, sellers and tenants of properties;

• vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below market renewal options, and the need to periodically repair, renovate and re-let space;

• increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;

• a favorable interest rate environment that may result in a significant number of potential residents of our multifamily apartment communities deciding to purchase homes instead of renting;

• rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs;

• civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured or underinsured losses;

• decreases in the underlying value of our real estate;

• changing submarket demographics; and

• changing traffic patterns.

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In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which would adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, such as the recent economic downturn, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code imposes restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows.

Even if we continue to qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. If the property taxes we pay increase, our cash flow would be adversely impacted, and our ability to pay any expected dividends to our stockholders could be adversely affected.

As an owner of real estate, we could incur significant costs and liabilities related to environmental matters.

Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and/or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. For example, Del Monte Center is currently undergoing remediation of dry cleaning solvent contamination from a former onsite dry cleaner. The environmental issues is currently in the final stages of remediation which entails the long term ground monitoring by the appropriate regulatory agency over the next five to seven years. The prior owner of Del Monte Center entered into a fixed fee environmental services agreement in 1997 pursuant to which the remediation will be completed for approximately $3.5 million, with the remediation costs paid for through an escrow funded by the prior owner. We expect that the funds in this escrow account will cover all remaining costs and expenses of the environmental remediation. However, if the Regional Water Quality Control Board - Central Coast Region were to require further work costing more than the remaining escrowed funds, we could be required to pay such overage although we may have a claim for such costs against the prior owner or our environmental remediation consultant. In addition to the foregoing, we possess Phase I Environmental Site Assessments for certain of the properties in our

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portfolio. However, the assessments are limited in scope (e.g., they do not generally include soil sampling, subsurface investigations or hazardous materials survey) and may have failed to identify all environmental conditions or concerns. Furthermore, we do not have Phase I Environmental Site Assessment reports for all of the properties in our portfolio and, as such, may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio. As a result, we could potentially incur material liability for these issues, which could adversely impact our financial condition, results of operations, cash flow and the per share trading price of our common stock.

As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in our buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance. Also, we could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in our buildings, and we could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in our buildings. In addition, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant's ability to make rental payments to us, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us.

We cannot assure you that costs or liabilities incurred as a result of environmental issues will not affect our ability to make distributions to you or that such costs or other remedial measures will not have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have occurred.

We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.

The properties in our portfolio are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.

In addition, federal and state laws and regulations, including laws such as the ADA and the FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance and we might

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incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flow and per share trading price of our common stock.

Risks Related to Our Organizational Structure

Ernest S. Rady and his affiliates, directly or indirectly, own a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions.

As of December 31, 2019, Mr. Rady and his affiliates owned approximately 12.6% of our outstanding common stock and 19.5% of our outstanding common units, which together represent an approximate 32.0% beneficial interest in our company on a fully diluted basis. Consequently, Mr. Rady may be able to significantly influence the outcome of matters submitted for stockholder action, including the approval of significant corporate transactions, including business combinations, consolidations and mergers. In addition, we may not, without prior limited partner approval, directly or indirectly transfer all or any portion of our interest in the Operating Partnership before the later of the death of Mr. Rady and the death of his wife, in connection with a merger, consolidation or other combination of our assets with another entity, a sale of all or substantially all of our assets, a reclassification, recapitalization or change in any outstanding shares of our stock or other outstanding equity interests or an issuance of shares of our stock, in any case that requires approval by our common stockholders. As a result, Mr. Rady has substantial influence on us and could exercise his influence in a manner that conflicts with the interests of other stockholders.

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Maryland law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our fiduciary duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our company.

Under Maryland law, a general partner of a Maryland limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Maryland law consistently with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, are under no obligation not to give priority to the separate interests of our company or our stockholders, and that any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of the Operating Partnership under its partnership agreement does not violate the duty of loyalty that we, in our capacity as the general partner of our Operating Partnership, owe to the Operating Partnership and its partners.

Additionally, the partnership agreement provides that we will not be liable to the Operating Partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Operating Partnership or any limited partner, except for liability for our intentional harm or gross negligence. Our Operating Partnership must indemnify us, our directors and officers, officers of our Operating Partnership and our designees from and against any and all claims that relate to the operations of our Operating Partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our Operating Partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action. No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our

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fiduciary duties or obligations as the general partner or reduce or eliminate our liability for money damages to the Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement.

Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Our charter contains certain ownership limits with respect to our stock. Our charter, subject to certain exceptions, authorizes our board of directors to take such actions as it determines are advisable to preserve our qualification as a REIT. Our charter also prohibits the actual, beneficial or constructive ownership by any person of more than 7.275% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 7.275% in value of the aggregate outstanding shares of all classes and series of our stock, excluding any shares that are not treated as outstanding for federal income tax purposes. Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. Our board of directors has granted to each of (1) Mr. Rady (and certain of his affiliates), (2) Cohen & Steers Management, Inc. and (3) BlackRock, Inc. an exemption from the ownership limits that will allow them to own, in the aggregate, up to 19.9%, 10.0% and 10.0%, respectively, in value or in number of shares, whichever is more restrictive, of our outstanding common stock, subject to various conditions and limitations. The restrictions on ownership and transfer of our stock may:

• discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or

• result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

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We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

• “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price and/or supermajority and stockholder voting requirements on these combinations; and

• “control share” provisions that provide that “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, our board of directors has, by board resolution, elected to opt out of the business combination provisions of the MGCL. However, we cannot assure you that our board of directors will not opt to be subject to such business combination provisions of the MGCL in the future.

Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby we elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.

Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement of our Operating Partnership may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

• redemption rights of qualifying parties;

• a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;

• transfer restrictions on common units;

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• our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and

• the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

In particular, we may not, without prior “partnership approval,” directly or indirectly transfer all or any portion of our interest in our Operating Partnership, before the later of the death of Mr. Rady and the death of his wife, in connection with a merger, consolidation or other combination of our assets with another entity, a sale of all or substantially all of our assets, a reclassification, recapitalization or change in any outstanding shares of our stock or other outstanding equity interests or an issuance of shares of our stock, in any case that requires approval by our common stockholders. The “partnership approval” requirement is satisfied, with respect to such a transfer, when the sum of (1) the percentage interest of limited partners consenting to the transfer of our interest, plus (2) the product of (a) the percentage of the outstanding common units held by us multiplied by (b) the percentage of the votes that were cast in favor of the event by our common stockholders equals or exceeds the percentage required for our common stockholders to approve the event resulting in the transfer. As of December 31, 2019, the limited partners, including Mr. Rady and his affiliates and our other executive officers and directors, owned approximately 22.8% of our outstanding common units and approximately 17.0% of our outstanding common stock, which together represent an approximate 34.8% beneficial interest in our company on a fully diluted basis.

Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

• actual receipt of an improper benefit or profit in money, property or services; or

• a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited.

We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.

We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in our Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to pay any dividends we might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, claims of stockholders are structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our Operating Partnership's and its subsidiaries' liabilities and obligations have been paid in full.

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Our Operating Partnership may issue additional partnership units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

We may, in connection with our acquisition of properties or otherwise, issue additional partnership units to third parties. Such issuances would reduce our ownership percentage in our Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders. To the extent that our stockholders do not directly own partnership units, our stockholders will not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.

Our operating structure subjects us to the risk of increased hotel operating expenses.

Our lease with our TRS lessee requires our TRS lessee to pay us rent based in part on revenues from the Waikiki Beach Walk-Embassy Suites™. Our operating risks include decreases in hotel revenues and increases in hotel operating expenses, which would adversely affect our TRS lessee's ability to pay us rent due under the lease, including but not limited to the increases in:

• wage and benefit costs;

• repair and maintenance expenses;

• energy costs;

• property taxes;

• insurance costs; and

• other operating expenses.

Increases in these operating expenses can have an adverse impact on our financial condition, results of operations, the market price of our common stock and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

Future sales of common stock or common units by our directors and officers, or their pledgees, as a result of margin calls or foreclosures could adversely affect the price of our common stock and could, in the future, result in a loss of control of our company.

Our directors and officers may pledge shares of common stock or common units owned or controlled by them as collateral for loans or for margin purposes in favor of third parties. Depending on the status of the various loan obligations for which the stock or units ultimately serve as collateral and the trading price of our common stock, our directors and/or officers, and their affiliates, may experience a foreclosure or margin call that could result in the sale of the pledged stock or units, in the open market or otherwise. Unlike for our directors and officers, sales by these pledgees may not be subject to the volume limitations of Rule 144 of the Securities Act. A sale of pledged stock or units by pledgees could result in a loss of control of our company, depending upon the number of shares of stock or units sold and the ownership interests of other stockholders. In addition, sale of these shares or units, or the perception of possible future sales, could have a materially adverse effect on the trading price of our common stock or make it more difficult for us to raise additional capital through sales of equity securities.

Risks Related to Our Status as a REIT

Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the value of our common stock.

We have elected to be taxed as a REIT and believe we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2011. We have not requested and do not plan to request a ruling from the Internal Revenue Service, or IRS, that we qualify as a REIT. Therefore, we cannot assure you that we have qualified as a REIT, or that we will remain qualified as such in the future. If we lose our REIT status, we will face serious tax consequences that would substantially reduce the funds available for distribution to you for each of the years involved because:

• we would not be allowed a deduction for distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders in computing our taxable income and would be subject to the regular U.S. federal corporate income tax rate (and we could be subject to the federal alternative miimum tax for taxable years prior to 2018);

• we also could be subject to increased state and local taxes; and

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• unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders. In addition, if we fail to maintain our qualification as a REIT, we will not be required to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders. As a result of all these factors, our failure to maintain our qualification as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the value of our common stock.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the Treasury Regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to maintain our qualification as a REIT. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and requirements regarding the sources of our gross income. Also, we must make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders aggregating annually at least 90% of our net taxable income, excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to maintain our qualification as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our taxable REIT subsidiaries will be subject to tax as regular corporations in the jurisdictions they operate.

If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that our Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, our Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our Operating Partnership's income. We cannot be assured, however, that the IRS will not challenge the status of our Operating Partnership or any other subsidiary partnership in which we own an interest, as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Our ownership of taxable REIT subsidiaries will be limited, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm's length terms.

We own an interest in one taxable REIT subsidiary, our TRS lessee, and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm's length basis.

Not more than 20% (25% for taxable years beginning before January 1, 2018) of the value of a REIT’s total assets may be represented by the securities of one or more taxable REIT subsidiaries. A REIT's ownership of securities of a taxable REIT subsidiary is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of a REIT's total assets may be represented by securities (including securities of one or more taxable REIT subsidiaries), other than those securities includable in the 75% asset test. We anticipate that the aggregate value of the stock and securities of our taxable REIT subsidiaries and other nonqualifying assets will be less than 25% of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure our transactions

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with our taxable REIT subsidiaries to ensure that they are entered into on arm's length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with these ownership limitations or to avoid application of the 100% excise tax discussed above.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

To maintain our REIT status, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year, including net capital gains. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.

We may in the future choose to make dividends payable partly in our common stock, in which case you may be required to pay tax in excess of the cash you receive.

To maintain our REIT status, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains.  In order to preserve cash to repay debt or for other reasons, we may choose to satisfy the REIT distribution requirements by distributing taxable dividends that are payable partly in our stock and partly in cash. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of the cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, such sales may have an adverse effect on the per share trading price of our common stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to dividends treated as “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the 20% rate. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the per share trading price of our common stock. Non-corporate stockholders, including individuals, generally may deduct 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such

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characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To maintain our qualification as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our business plan. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

Legislative or other actions affecting REITs could have a negative effect on our investors or us, including our ability to maintain our qualification as a REIT or the federal income tax consequences of such qualification.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification or the federal income tax consequences of such qualification or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

The 2017 Tax Cuts and Jobs Act, or TCJA, has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. The legislation remains unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Department of the Treasury and the IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it remains unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses U.S. federal taxable income as a starting point for computing state and local tax liabilities.

While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the TCJA as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to the TCJA and the potential tax consequences of investing in our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Our Portfolio

As of December 31, 2019, our operating portfolio was comprised of 28 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.6 million rentable square feet of office and retail space (including mixed-use retail space), 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2019, we owned land at three of our properties that we classified as held for development and construction in progress.

Retail and Office Portfolios

Property	Location	Year Built/ Renovated	Number of Buildings	Net Rentable Square Feet	Percentage Leased		Annualized Base Rent		Annualized Base Rent Per Leased Square Foot
OFFICE PROPERTIES
La Jolla Commons (1)	San Diego, CA	2008/2014	2	723,945	99.0	%	$	36,197,608	$	50.51
Torrey Reserve Campus	San Diego, CA	1996-2000/2014-2016	14	521,311	93.1	%	21,540,295		44.38
Torrey Point	San Diego, CA	2017	2	91,990	56.7		2,217,822		42.52
Solana Beach Corporate Centre	Solana Beach, CA	1982/2005	4	212,614	97.3		7,882,527		38.10
The Landmark at One Market (2)	San Francisco, CA	1917/2000	1	422,426	100.0		29,574,142		70.01
One Beach Street	San Francisco, CA	1924/1972/1987/1992	1	97,614	45.0		2,407,267		54.80
First & Main	Portland, OR	2010	1	360,641	98.7		11,315,061		31.79
Lloyd District Portfolio	Portland, OR	1940-2015	2	515,850	96.0		13,151,480		26.56
City Center Bellevue	Bellevue, WA	1987	1	497,488	98.9		21,222,347		43.13
Subtotal / Weighted Average Office Portfolio (3)			28	3,443,879	95.0	%	$	145,508,549	$	44.48
RETAIL PROPERTIES
Carmel Country Plaza	San Diego, CA	1991	9	78,098	94.6	%	$	3,939,853	$	53.33
Carmel Mountain Plaza (4)	San Diego, CA	1994/2014	15	528,416	97.0		14,113,184		27.53
South Bay Marketplace (4)	San Diego, CA	1997	9	132,877	100.0		2,472,266		18.61
Gateway Marketplace	San Diego, CA	1997/2016	3	127,861	100.0		2,412,123		18.87
Lomas Santa Fe Plaza	Solana Beach, CA	1972/1997	9	208,030	97.7		6,046,434		29.75
Solana Beach Towne Centre	Solana Beach, CA	1973/2000/2004	12	247,535	97.7		6,223,473		25.73
Del Monte Center (4)	Monterey, CA	1967/1984/2006	16	673,572	98.0		11,795,227		17.87
Geary Marketplace	Walnut Creek, CA	2012	3	35,159	100.0		1,232,864		35.07
The Shops at Kalakaua	Honolulu, HI	1971/2006	3	11,671	100.0		1,878,736		160.97
Waikele Center	Waipahu, HI	1993/2008	9	418,047	99.5		12,534,073		30.13
Alamo Quarry Market (4)	San Antonio, TX	1997/1999	16	588,148	97.2		14,170,932		24.79
Hassalo on Eighth - Retail (5)	Portland, OR	2015	3	44,236	89.5		986,185		24.91
Subtotal / Weighted Average Retail Portfolio (1)			107	3,093,650	97.8	%	$	77,805,350	$	25.72
Total / Weighted Average Retail and Office Portfolio (1)			135	6,537,529	96.3	%	$	223,313,899	$	35.47

Mixed-Use Portfolio

Retail Portion	Location	Year Built/ Renovated	Number of Buildings	Net Rentable Square Feet	Percent Leased		Annualized Base Rent		Annualized Base Rent Per Leased Square Foot
Waikiki Beach Walk—Retail (6)	Honolulu, HI	2006	3	96,707	97.9	%	$	11,130,250	$	117.56

Hotel Portion	Location	Year Built/ Renovated	Number of Buildings	Units	Average Occupancy		Average Daily Rate		Revenue per Available Room
Waikiki Beach Walk—Embassy SuitesTM	Honolulu, HI	2008/2014	2	369	91.7	%	$	326.15	$	299.19

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Multifamily Portfolio

 

Property	Location	Year Built/ Renovated	Number of Buildings	Units	Percentage Leased		Annualized Base Rent		Average Monthly Base Rent per Leased Unit
Loma Palisades	San Diego, CA	1958/2001-2008	80	548	96.0	%	$	13,966,392	$	2,212
Imperial Beach Gardens	Imperial Beach, CA	1959/2008	26	160	93.1		3,578,328		2,002
Mariner’s Point	Imperial Beach, CA	1986	8	88	93.2		1,775,364		1,804
Santa Fe Park RV Resort (7)	San Diego, CA	1971/2007-2008	1	126	88.1		1,367,484		1,027
Pacific Ridge Apartments	San Diego, CA	2013	3	533	94.4		17,277,480		2,862
Hassalo on Eighth - Multifamily (5)	Portland, OR	2015	3	657	89.6		11,395,716		1,613
Total / Weighted Average Multifamily			121	2,112	92.8	%	$	49,360,764	$	2,099

(1) The annualized base rent for La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $24,364,930 to our estimate of annual triple net operating expenses of $11,832,678 for an estimated annualized base rent on a modified gross lease basis of $36,197,608 for La Jolla Commons.

(2) This property contains 422,426 net rentable square feet consisting of The Landmark at One Market (375,151 net rentable square feet) as well as a separate long-term leasehold interest in approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex. We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2021, which we have the option to extend until 2031 pursuant to two five-year extension options.

(3) Lease data for signed but not commenced leases as of December 31, 2019 is in the following table:

    

	Leased Square Feet				Annualized Base		Pro Forma Annualized
	Under Signed But		Annualized		Rent per		Base Rent per
	Not Commenced Leases (a)		Base Rent (b)		Leased Square Foot (b)		Leased Square Foot (c)
Office Portfolio	$	298,169	$	17,498,233	$	58.69	$	49.80
Retail Portfolio	28,249		737,855		$	26.12	$	25.98
Total Retail and Office Portfolio	$	326,418	$	18,236,088	$	55.87	$	38.35

(a) Office portfolio leases signed but not commenced of 197,415, 46,846, 48,784, and 5,124 square feet are expected to commence during the first, second and third quarters of 2020 and the first quarter of 2021, respectively. Retail portfolio leases signed but not commenced of 5,653, 4,821 and 17,775 square feet are expected to commence during the first, second and fourth quarters of 2020, respectively.

(b) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2019 by 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses. The foregoing notwithstanding, the annualized base rent for signed but not commenced leases as of December 31, 2019 at La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases. Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage for signed by not commenced leases.

(c) Pro forma annualized base rent is calculated by dividing annualized base rent for commenced leases and for signed but not commenced leases as of December 31, 2019, by square footage under lease as of December 31, 2019.

(4) Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table:

    

Property	Number of Ground Leases	Square Footage Leased Pursuant to Ground Leases	Aggregate Annualized Base Rent
Carmel Mountain Plaza	5	17,607	$	780,964
South Bay Marketplace	1	2,824	$	102,276
Del Monte Center	1	212,500	$	96,000
Alamo Quarry Market	4	31,994	$	509,880

(5) The Hassalo on Eighth property is comprised of three multifamily buildings, each with a ground floor retail component: Velomor, Aster Tower and Elwood.

(6) Waikiki Beach Walk-Retail contains 96,707 net rentable square feet consisting of 94,093 net rentable square feet that we own in fee and approximately 2,614 net rentable square feet of space in which we have a subleasehold interest pursuant to a sublease from First Hawaiian Bank effective through December 31, 2021.

(7) The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. The number of units at the Santa Fe Park RV Resort includes 122 RV spaces and four apartments.

In the tables above:

• The net rentable square feet for each of our retail properties and the retail portion of our mixed-use property is the sum of (1) the square footages of existing leases, plus (2) for available space, the field-verified square footage. The net rentable square feet for each of our office properties is the sum of (1) the square footages of existing

30

leases, plus (2) for available space, management's estimate of net rentable square feet based, in part, on past leases. The net rentable square feet included in such office leases is generally determined consistently with the Building Owners and Managers Association, or BOMA, 2010 measurement guidelines. Net rentable square footage may be adjusted from the prior period to reflect re-measurement of leased space at the properties.

• Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property is calculated as square footage under leases as of December 31, 2019, divided by net rentable square feet, expressed as a percentage. The square footage under lease includes leases which may not have commenced as of December 31, 2019. Percentage leased for our multifamily properties is calculated as total units rented as of December 31, 2019, divided by total units available, expressed as a percentage.

• Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents, before abatements) for the month ended December 31, 2019, by 12. Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of December 31, 2019. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses. Total abatements for leases in effect as of December 31, 2019 for our retail and office portfolio equaled approximately $8.0 million for the year ended December 31, 2019. There were no abatements for the retail portion of our mixed-use portfolio for the year ended December 31, 2019. Total abatements for leases in effect as of December 31, 2019 for our multifamily portfolio equaled approximately $0.8 million for the year ended December 31, 2019.

• Units represent the total number of units available for sale/rent at December 31, 2019.

• Average occupancy represents the percentage of available units that were sold during the 12-month period ended December 31, 2019, and is calculated by dividing the number of units sold by the product of the total number of units and the total number of days in the period. Average daily rate represents the average rate paid for the units sold and is calculated by dividing the total room revenue (i.e., excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) for the 12-month period ended December 31, 2019, by the number of units sold. Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the 12-month period ended December 31, 2019 and is calculated by multiplying average occupancy by the average daily rate. RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services.

• Average monthly base rent per leased unit represents the average monthly base rent per leased units as of December 31, 2019.

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Tenant Diversification

At December 31, 2019, our operating portfolio had approximately 790 leases with office and retail tenants, of which 4 expired on December 31, 2019 and there were 25 that had not yet commenced as of such date. Our residential properties had approximately 1,849 leases with residential tenants at December 31, 2019, excluding Santa Fe Park RV Resort. The retail portion of our mixed-use property had approximately 71 leases with retailers. No one tenant or affiliated group of tenants accounted for more than 7.5% of our annualized base rent as of December 31, 2019 for our office, retail and retail portion of our mixed-use property portfolio. The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined retail, office and retail portion of our mixed-use property portfolios as of December 31, 2019.

Tenant	Property(ies)	Lease Expiration	Total Leased Square Feet	Rentable Square Feet as a Percentage of Total		Annualized Base Rent (1)		Annualized Base Rent as a Percentage of Total
LPL Holdings, Inc.	La Jolla Commons	4/30/2029	421,001	6.3	%	$	17,562,831	7.5	%
Google LLC (2)	The Landmark at One Market	12/31/2029	253,198	3.8		16,766,202		7.2
Autodesk, Inc.	The Landmark at One Market	12/31/2022 12/31/2023	138,615	2.1		11,938,530		5.1
Lowe's	Waikele Center	5/31/2028	155,000	2.3		3,720,000		1.6
Smartsheet, Inc.	City Center Bellevue	12/31/2026	73,669	1.1		3,517,695		1.5
VMware, Inc.	City Center Bellevue	11/30/2022 5/31/2025 7/31/2027	91,246	1.4		3,397,298		1.4
Veterans Benefits Administration	First & Main	8/31/2020	93,572	1.4		3,006,453		1.3
Clearesult Operating, LLC	First & Main	4/30/2025	101,848	1.5		2,818,324		1.2
State of Oregon: Department of Environmental Quality	Lloyd District Portfolio	10/31/2031	87,787	1.3		2,685,963		1.1
Nordstrom Rack	Carmel Mountain Plaza, Alamo Quarry Market	9/30/2022 10/31/2022	69,047	1.0		2,189,648		0.9
Treasury Call Center (3)	First & Main	8/31/2020	63,648	1.0		2,184,302		0.9
Genentech, Inc.	Lloyd District Portfolio	10/31/2026	66,852	1.0		2,139,264		0.9
Quiksilver	Waikiki Beach Walk	12/31/2021	8,365	0.1		2,137,606		0.9
Sprouts Farmers Market	Solana Beach Towne Centre, Carmel Mountain Plaza, Geary Marketplace	6/30/2024 3/31/2025 9/30/2032	71,431	1.1		1,967,339		0.8
California Bank & Trust	Torrey Reserve Campus	2/29/2024	34,731	0.5		1,861,910		0.8
Industrious	City Center Bellevue	11/30/2033	37,166	0.6		1,780,066		0.8
Perkins Coie, LLP	Torrey Reserve Campus	12/31/2028	36,980	0.6		1,752,852		0.7
Troutman Sanders, LLP	Torrey Reserve Campus First & Main	3/31/2025 4/30/2025	33,812	0.5		1,646,047		0.7
Marshalls	Solana Beach Towne Centre, Carmel Mountain Plaza	1/31/2025 1/31/2029	68,055	1.0		1,421,727		0.6
Vons	Lomas Santa Fe Plaza	12/31/2022	49,895	0.8		1,399,205		0.6
Old Navy	Waikele Center, South Bay Marketplace, Alamo Quarry Market	7/31/2020 4/30/2021 9/30/2022	59,780	0.9		*		*
At Home Stores	Carmel Mountain Plaza	7/31/2029	107,870	1.6		1,384,552		0.6
GE Healthcare	City Center Bellevue	12/31/2021	32,304	0.5		1,356,768		0.6
Cisco Systems, Inc.	City Center Bellevue	2/28/2023	29,415	0.4		1,302,790		0.6
Ruth's Chris Steak House	Waikiki Beach Walk, Torrey Reserve Campus	2/29/2028 1/31/2030	14,833	0.2		1,255,570		0.5
TOTAL			2,200,120	33.0	%	$	91,192,942	38.8	%

* Data withheld at tenant’s request.

(1) Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended December 31, 2019 for the applicable lease(s) by (ii) 12.

(2) The annualized base rent does not include the base rent from 75,336 square feet as the rent commencement date begins January 1, 2020.

(3) The tenant may terminate its lease at any time with 90 days' notice.

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Geographic Diversification

Our properties are located in Southern California, Northern California, Oregon, Washington, Texas and Hawaii. The following table shows the number of properties, the net rentable square feet and the percentage of total portfolio net rentable square footage in each region as of December 31, 2019. Our six multifamily properties are excluded from the table below and are located in Southern California and Portland, Oregon. The hotel portion of our mixed-use property is also excluded and is located in Hawaii.

     

Region	Number of Properties	Net Rentable Square Feet	Percentage of Net Rentable Square Feet (1)
Southern California	10	2,872,677	43.3	%
Northern California	4	1,228,771	18.5
Oregon	3	920,727	13.9
Washington	1	497,488	7.5
Texas	1	588,148	8.9
Hawaii (2)	3	526,425	7.9
Total	22	6,634,236	100.0	%

(1) Percentage of Net Rentable Square Feet is calculated based on the total net rentable square feet available in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.

(2) Includes the retail portion related to the mixed-use property.

Segment Diversification

The following table sets forth information regarding the total property operating income for each of our segments for the year ended December 31, 2019 (dollars in thousands).

     

Segment	Number of Properties	Property Operating Income		Percentage of Property Operating Income
Retail	12	$	76,971	32.8	%
Office	9	102,449		43.6
Mixed-Use	1	30,203		12.9
Multifamily	6	25,138		10.7
Total	28	$	234,761	100.0	%

Lease Expirations

The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 2019, plus available space, for each of the ten calendar years beginning January 1, 2020 at the properties in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio. The square footage of available space includes the space from 5 leases that terminated on December 31, 2019. In 2020, we expect a similar level of leasing activity for new and expiring leases compared to prior years with overall positive increases in rental income. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all.

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The lease expirations for our multifamily portfolio and the hotel portion of our mixed-use portfolio are excluded from this table because multifamily unit leases generally have lease terms ranging from seven to 15 months, with a majority having 12-month lease terms, and because rooms in the hotel are rented on a nightly basis. The information set forth in the table assumes that tenants do not exercise any renewal options.

Year of Lease Expiration	Square Footage of Expiring Leases	Percentage of Portfolio Net Rentable Square Feet		Annualized Base Rent (1)		Percentage of Portfolio Annualized Base Rent		Annualized Base Rent Per Leased Square Foot (2)
Available	242,321	3.7	%	$	—	—	%	$	—
Month to Month	39,354	0.6		830,909		0.4		21.11
2020	579,560	8.7		18,271,854		8.2		31.53
2021	408,868	6.2		20,969,602		9.4		51.29
2022	750,767	11.3		28,724,579		12.9		38.26
2023	665,196	10.0		26,556,705		11.9		39.92
2024	659,847	9.9		23,794,939		10.7		36.06
2025	528,752	8.0		16,880,875		7.6		31.93
2026	368,632	5.6		13,503,272		6.1		36.63
2027	265,262	4.0		9,161,918		4.1		34.54
2028	594,459	9.0		12,738,710		5.7		21.43
2029	859,163	13.0		41,179,259		18.5		47.93
Thereafter	345,637	5.2		9,998,845		4.5		28.93
Signed Leases Not Commenced	326,418	4.9		—		—		—
Total:	6,634,236	100.0	%	$	222,611,467	100.0	%	$	33.55

(1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended December 31, 2019 for the leases expiring during the applicable period, by 12.

(2) Annualized base rent per leased square foot is calculated by dividing annualized base rent for leases expiring during the applicable period by square footage under such expiring leases.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us. We may be subject to ongoing litigation and we expect to otherwise be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

American Assets Trust, Inc.

Shares of American Assets Trust, Inc.'s common stock began trading on the NYSE under the symbol “AAT” on January 13, 2011. Prior to that time there was no public market for the company's common stock. On February 7, 2020, the reported close sale price per share was $46.07. The following table sets forth, for the periods indicated, the high and low close prices in dollars on the NYSE for the company's common stock and the dividends we declared per share.

	Per Share Price				Dividend per Common Share
Period	Low		High
First Quarter 2018	$	31.72	$	38.16	$	0.2700
Second Quarter 2018	$	32.45	$	38.79	$	0.2700
Third Quarter 2018	$	36.75	$	39.64	$	0.2700
Fourth Quarter 2018	$	35.46	$	42.81	$	0.2800
First Quarter 2019	$	39.30	$	46.28	$	0.2800
Second Quarter 2019	$	43.69	$	48.03	$	0.2800
Third Quarter 2019	$	45.58	$	48.22	$	0.2800
Fourth Quarter 2019	$	44.36	$	48.96	$	0.3000

On February 7, 2020, we had 75 stockholders of record of our common stock.  Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

American Assets Trust, L.P.

There is no established trading market for American Assets Trust, L.P.'s operating partnership units. The following table sets forth the distributions we declared with respect to American Assets Trust, L.P.'s operating partnership units for the periods indicated:

Period	Distribution per Unit
First Quarter 2018	$	0.27
Second Quarter 2018	$	0.27
Third Quarter 2018	$	0.27
Fourth Quarter 2018	$	0.28
First Quarter 2019	$	0.28
Second Quarter 2019	$	0.28
Third Quarter 2019	$	0.28
Fourth Quarter 2019	$	0.30

As of February 7, 2020, we had 21 holders of record of American Assets Trust, L.P.'s operating partnership units, including American Assets Trust, Inc.

Distribution Policy

We pay and intend to continue to pay regular quarterly dividends to holders of our common stock and unitholders of our Operating Partnership and to make dividend distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay income and excise taxes. Dividend amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our board of directors deems relevant.

35

Recent Sales of Unregistered Equity Securities

No unregistered equity securities were sold by us during 2019.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

No equity securities were purchased by us during 2019.

Equity Compensation Plan Information

Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report on Form 10-K.

Stock Performance Graph

The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

 The graph below compares the cumulative total return on the company’s common stock with that of the Standard & Poor's 500 Stock Index, or S&P 500 Index, and an industry peer group, SNL US REIT Equity Index from December 31, 2014 through December 31, 2019.  The stock price performance graph assumes that an investor invested $100 in each of AAT and the indices, and the reinvestment of any dividends.  The comparisons in the graph are provided in accordance with the SEC disclosure requirements and are not intended to forecast or be indicative of the future performance of AAT’s shares of common stock.

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ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth, on a historical basis, selected financial and operating data. The financial information has been derived from our consolidated balance sheets and statements of operations. You should read the following summary selected financial data in conjunction with “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” The following data is in thousands, except per share and share data.

	American Assets Trust, Inc.
	Year Ended December 31,
	2019			2018			2017			2016			2015
Statement of Operations Data:
Revenue:
Rental income	$	343,865		$	309,537		$	298,803		$	279,498		$	261,887
Other property income	22,876			21,330			16,180			15,590			13,736
Total revenues	366,741			330,867			314,983			295,088			275,623
Expenses:
Rental expenses	91,967			86,482			84,006			79,553			73,187
Real estate taxes	40,013			34,973			32,671			28,378			24,819
General and administrative	24,871			22,784			21,382			17,897			20,074
Depreciation and amortization	96,205			107,093			83,278			71,319			63,392
Total operating expenses	253,056			251,332			221,337			197,147			181,472
Operating income	113,685			79,535			93,646			97,941			94,151
Interest expense	(54,008		)	(52,248		)	(53,848		)	(51,936		)	(47,260		)
Gain on sale of real estate	633			—			—			—			7,121
Other income (expense), net	(122		)	(85		)	334			(368		)	(97		)
Net income	60,188			27,202			40,132			45,637			53,915
Net income attributable to restricted shares	(381		)	(311		)	(241		)	(189		)	(168		)
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)	(12,863		)	(15,238		)
Net income attributable to American Assets Trust, Inc. stockholders	$	45,718		$	19,686		$	29,077		$	32,585		$	38,509
Net income attributable to common stockholders per share
Basic earnings per share	$	0.84		$	0.42		$	0.62		$	0.72		$	0.87
Diluted earnings per share	$	0.84		$	0.42		$	0.62		$	0.72		$	0.86
Weighted average shares of common stock outstanding - basic	54,110,949			46,950,812			46,715,520			45,332,471			44,439,112
Weighted average shares of common stock outstanding - diluted	70,786,132			64,136,559			64,087,250			63,228,159			62,339,163
Dividends declared per share	$	1.1400		$	1.0900		$	1.0500		$	1.0100		$	0.9475

37

	American Assets Trust, Inc.
	Year Ended December 31,
	2019			2018			2017		2016		2015
Balance Sheet Data:
Net real estate	$	2,523,475		$	2,039,853		$	2,076,707	$	1,831,546	$	1,834,862
Total assets	2,790,333			2,198,250			2,259,864		1,986,933		1,974,289
Notes payable and line of credit	1,357,659			1,290,772			1,325,020		1,061,530		1,055,613
Total liabilities	1,496,661			1,395,779			1,415,720		1,148,382		1,145,362
Stockholders' equity	1,313,917			802,977			833,710		809,556		799,562
Noncontrolling interests	(20,245		)	(506		)	10,434		28,995		29,365
Total equity	1,293,672			802,471			844,144		838,551		828,927
Total liabilities and equity	2,790,333			2,198,250			2,259,864		1,986,933		1,974,289
Other Data:
Funds from operations (FFO) (1)	$	155,760		$	134,295		$	123,410	$	116,956	$	110,186
FFO attributable to common stock and units	155,384			133,990			123,174		116,773		110,027

(1) We present FFO because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

The following table sets forth a reconciliation of our FFO to net income, the nearest GAAP equivalent, for the periods presented (in thousands):

	Year Ended December 31,
	2019			2018			2017			2016			2015
Net income	$	60,188		$	27,202		$	40,132		$	45,637		$	53,915
Plus: Real estate depreciation and amortization	96,205			107,093			83,278			71,319			63,392
Less: Gain on sale of real estate	(633		)	—			—			—			(7,121		)
Funds from operations, as defined by NAREIT	155,760			134,295			123,410			116,956			110,186
Less: Nonforfeitable dividends on restricted stock awards	(376		)	(305		)	(236		)	(183		)	(159		)
FFO attributable to common stock and units	$	155,384		$	133,990		$	123,174		$	116,773		$	110,027

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the audited historical consolidated financial statements and notes thereto appearing in “Item 8. Financial Statements and Supplementary Data” of this report. As used in this section, unless the context otherwise requires, “we,” “us,” “our,” and “our company” mean American Assets Trust, Inc., a Maryland corporation and its consolidated subsidiaries, including American Assets Trust, L.P. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth under “Item 1A. Risk Factors” or elsewhere in this document. See “Item 1A. Risk Factors” and “Forward-Looking Statements.”

Overview

Our Company

We are a full service, vertically integrated and self-administered REIT that owns, operates, acquires and develops high quality office, retail, multifamily and mixed-use properties in attractive, high-barrier-to-entry markets in Southern California, Northern California, Oregon, Washington, Texas, and Hawaii. As of December 31, 2019, our portfolio was comprised of nine office properties; twelve retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and six multifamily properties. Additionally, as of December 31, 2019, we owned land at three of our properties that we classified as held for development and construction in progress. Our core markets include San Diego, the San Francisco Bay Area, Portland, Oregon, Bellevue, Washington and Oahu, Hawaii. Our company, as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.5% of our Operating Partnership as of December 31, 2019. Accordingly, we consolidate the assets, liabilities and results of operations of our Operating Partnership.

Taxable REIT Subsidiary

On November 5, 2010, we formed American Assets Services, Inc., a Delaware corporation that is wholly owned by our Operating Partnership and which we refer to as our services company. We have elected, together with our services company, to treat our services company as a taxable REIT subsidiary for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our tenants and engage in activities that we may not engage in directly without adversely affecting our qualification as a REIT, provided a taxable REIT subsidiary may not operate or manage a lodging facility or provide rights to any brand name under which any lodging facility is operated. We may form additional taxable REIT subsidiaries in the future, and our Operating Partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our services company. Any income earned by our taxable REIT subsidiaries will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax, and state and local income tax (where applicable) as a regular corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries.

Outlook

We seek growth in earnings, funds from operations, and cash flows primarily through a combination of the following: growth in our same-store portfolio, growth in our portfolio from property development and redevelopments and expansion of our portfolio through property acquisitions. Our properties are located in some of the nation's most dynamic, high-barrier-to-entry markets primarily in Southern California, Northern California, Oregon, Washington and Hawaii, which we believe allow us to take advantage of redevelopment opportunities that enhance our operating performance through renovation, expansion, reconfiguration, and/or retenanting. We evaluate our properties on an ongoing basis to identify these types of opportunities.

We intend to opportunistically pursue projects in our development pipeline including future phases of La Jolla Commons, Lloyd District Portfolio, as well as other redevelopments at Waikele Center. The commencement of these developments is based on, among other things, market conditions and our evaluation of whether such opportunities would generate appropriate risk adjusted financial returns. Our redevelopment and development opportunities are subject to various factors, including market conditions and may not ultimately come to fruition. We continue to review acquisition opportunities in our primary markets that would complement our portfolio and provide long-term growth opportunities. Some of our acquisitions do not initially contribute significantly to earnings growth; however, we believe they provide long-term re-leasing growth, redevelopment opportunities and other strategic opportunities. Any growth from acquisitions is contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must be paid to acquire a property, as well as our ability to economically finance a property acquisition. Generally, our acquisitions are initially financed by available

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cash, mortgage loans and/or borrowings under our second amended and restated credit facility, which may be repaid later with funds raised through the issuance of new equity or new long-term debt.

Same-store

We have provided certain information on a total portfolio, same-store and redevelopment same-store basis. Information provided on a same-store basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties for which significant redevelopment or expansion occurred during either of the periods being compared, properties under development, properties classified as held for development and properties classified as discontinued operations. Information provided on a redevelopment same-store basis includes the results of properties undergoing significant redevelopment for the entirety or portion of both periods being compared. Same-store and redevelopment same-store is considered by management to be an important measure because it assists in eliminating disparities due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the company's stabilized and redevelopment properties, as applicable. Additionally, redevelopment same-store is considered by management to be an important measure because it assists in evaluating the timing of the start and stabilization of our redevelopment opportunities and the impact that these redevelopments have in enhancing our operating performance.

While there is judgment surrounding changes in designations, we typically reclassify significant development, redevelopment or expansion properties to same-store properties once they are stabilized. Properties are deemed stabilized typically at the earlier of (1) reaching 90% occupancy or (2) four quarters following a property's inclusion in operating real estate. We typically remove properties from same-store properties when the development, redevelopment or expansion has or is expected to have a significant impact on the property's annualized base rent, occupancy and operating income within the calendar year. Acquired properties are classified to same-store properties once we have owned such properties for the entirety of comparable period(s) and the properties are not under significant development or expansion.

In our determination of same-store and redevelopment same-store properties, Waikele Center has been identified as a same-store redevelopment property due to significant construction activity. Retail same-store net operating income increased approximately 4.5% for the year ended December 31, 2019, respectively, compared to the same periods in 2018. Retail redevelopment same-store net operating income increased approximately 1.5% for the year ended December 31, 2019, respectively, compared to the same periods in 2018.

Below is a summary of our same-store composition for the years ended December 31, 2019, 2018 and 2017. For the year ended December 31, 2019, when compared to the designations for the year ended December 31, 2018, Pacific Ridge Apartments and Gateway Marketplace were reclassified to same-store properties when compared to the designations for the year ended December 31, 2018 as the entities were acquired on April 28, 2017 and July 6, 2017, respectively, and are comparable for the year ended December 31, 2019. Waikiki Beach Walk Retail and Embassy Suites™ Hotel was reclassified to non-same-store properties when compared to the designation for the year ended December 31, 2018 due to spalling repair activity disrupting the hotel portion of the properties operations. Waikele Center was classified as a non-same-store property due to significant redevelopment activity during the year ended December 31, 2018. Torrey Point was placed into operations and became available for occupancy in August 2018 and will be classified as a non-same-store property until it becomes stabilized and comparable. La Jolla Commons is classified as a non-same-store property, as it was acquired on June 20, 2019.

For the year ended December 31, 2018, when compared to the designations for the year ended December 31, 2017, Torrey Reserve Campus, Hassalo on Eighth - Retail and Hassalo on Eighth - Multifamily were reclassified to same-store properties when compared to the designations for the year ended December 31, 2017 as the entities became stabilized after their respective construction periods. Pacific Ridge Apartments and Gateway Marketplace were classified as non-same-store properties as they were acquired on April 28, 2017 and July 6, 2017, respectively, when compared to the designations for the year ended December 31, 2018. Additionally, Waikele Center was transferred out of same-store properties due to significant redevelopment activity for the year ended December 31, 2018. Torrey Point was placed into operations and became available for occupancy in August 2018 and will be classified as a non-same-store property until it becomes stabilized and comparable.

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	December 31,
	2019	2018	2017
Same-Store	25	23	21
Non-Same Store	3	4	5
Total Properties	28	27	26
Redevelopment Same-Store	26	24	22
Total Development Properties	3	3	4

Revenue Base

Rental income consists of scheduled rent charges, straight-line rent adjustments and the amortization of above market and below market rents acquired. We also derive revenue from tenant recoveries and other property revenues, including parking income, lease termination fees, late fees, storage rents and other miscellaneous property revenues.

Office Leases. Our office portfolio included nine properties with a total of approximately 3.4 million rentable square feet available for lease as of December 31, 2019. As of December 31, 2019, these properties were 95.0% leased. For the year ended December 31, 2019, the office segment contributed 39.5% of our total revenue. Historically, we have leased office properties to tenants primarily on a full service gross or a modified gross basis and to a limited extent on a triple-net lease basis. We expect to continue to do so in the future. A full-service gross or modified gross lease has a base year expense stop, whereby the tenant pays a stated amount of certain expenses as part of the rent payment, while future increases in property operating expenses (above the base year stop) are billed to the tenant based on such tenant's proportionate square footage of the property. The increased property operating expenses billed are reflected as operating expenses and amounts recovered from tenants are reflected as rental income in the statements of operations.

During the year ended December 31, 2019, we signed 71 office leases for 504,335 square feet with an average rent of $49.70 per square foot during the initial year of the lease term. Of the leases, 45 represent comparable leases where there was a prior tenant, with an increase of 17.2% in cash basis rent and an increase of 34.1% in straight-line rent compared to the prior leases.

Retail Leases. Our retail portfolio included twelve properties with a total of approximately 3.1 million rentable square feet available for lease as of December 31, 2019. As of December 31, 2019, these properties were 97.8% leased. For the year ended December 31, 2019, the retail segment contributed 29.3%, of our total revenue. Historically, we have leased retail properties to tenants primarily on a triple-net lease basis, and we expect to continue to do so in the future. In a triple-net lease, the tenant is responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expense, but rather all such expenses, to the extent they are paid by the landlord, are billed to the tenant. The full amount of the expenses for this lease type, to the extent they are paid by the landlord, is reflected in operating expenses, and the reimbursement is reflected as rental income in the statements of operations.

During the year ended December 31, 2019, we signed 67 retail leases for 296,457 square feet with an average rent of $34.56 per square foot during the initial year of the lease term, including leases signed for the retail portion of our mixed-use property. Of the leases, 52 represent comparable leases where there was a prior tenant, with an increase of 2.0% in cash basis rent and an increase of 11.4% in straight-line rent compared to the prior leases.

Multifamily Leases. Our multifamily portfolio included six apartment properties, as well as an RV resort, with a total of 2,112 units (including 122 RV spaces) available for lease as of December 31, 2019. As of December 31, 2019, these properties were 92.8% leased. For the year ended December 31, 2019, the multifamily segment contributed 13.9% of our total revenue. Our multifamily leases, other than at our RV Resort, generally have lease terms ranging from 7 to 15 months, with a majority having 12-month lease terms. Tenants normally pay a base rental amount, usually quoted in terms of a monthly rate for the respective unit. Spaces at the RV Resort can be rented at a daily, weekly, or monthly rate. The average monthly base rent per leased unit as of December 31, 2019 was $2,099, compared to $2,046 at December 31, 2018.

Mixed-Use Property Revenue. Our mixed-use property consists of approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel. Revenue from the mixed-use property consists of revenue earned from retail leases, and revenue earned from the hotel, which consists of room revenue, food and beverage services, parking and other guest services. As of December 31, 2019, the retail portion of the property was 97.9% leased, and for the year ended December 31, 2019, the hotel had an average occupancy of 91.7%. For the year ended December 31, 2019, the mixed-use segment contributed 17.3%,

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of our total revenue. We have leased the retail portion of such property to tenants primarily on a triple-net lease basis, and we expect to continue to do so in the future. As such, the base rent payment under such leases does not include any operating expenses, but rather all such expenses, to the extent they are paid by the landlord, are billed to the tenant. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.

Leasing

Our same-store growth is primarily driven by increases in rental rates on new leases and lease renewals and changes in portfolio occupancy. Over the long-term, we believe that the infill nature and strong demographics of our properties provide us with a strategic advantage, allowing us to maintain relatively high occupancy and increase rental rates. We have continued to see signs of improvement for many of our tenants as well as increased interest from prospective tenants for our spaces. While there can be no assurance that these positive signs will continue, we remain cautiously optimistic regarding the improved trends we have seen over the past few years. We believe the locations of our properties and diverse tenant base mitigate the potentially negative impact of a poor economic environment. However, any reduction in our tenants' abilities to pay base rent, percentage rent or other charges, may adversely affect our financial condition and results of operations.

During the twelve months ended December 31, 2019, we signed 71 office leases for a total of 504,335 square feet of office space including 276,415 square feet of comparable space leases, at an average rental rate increase of 17.2% on a cash basis and an average rental increase of 34.1% on a straight-line basis. New office leases for comparable spaces were signed for 155,802 square feet at an average rental rate increase of 24.4% on a cash basis and an average rental rate increase of 45.5% on a straight-line basis. Renewals for comparable office spaces were signed for 120,613 square feet at an average rental rate increase of 7.4% on a cash basis and increase of 18.9% on a straight-line basis. Tenant improvements and incentives were $63.40 per square foot of office space for comparable new leases for the twelve months ended December 31, 2019. There were $20.45 per square foot of office space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2019.

During the twelve months ended December 31, 2019, we signed 67 retail leases for a total of 296,457 square feet of retail space including 149,107 square feet of comparable space leases (leases for which there was a prior tenant), an increase of 2.0% on a cash basis and an increase of 11.4% on a straight-line basis. New retail leases for comparable spaces were signed for 32,309 square feet at an average rental rate decrease of 0.8% on a cash basis and an average rental rate increase of 11.2% on a straight-line basis. Renewals for comparable retail spaces were signed for 116,798 square feet at an average rental rate increase of 2.5% on a cash basis and an increase of 11.5% on a straight-line basis. Tenant improvements and incentives were $46.04 per square foot of retail space for comparable new leases for the twelve months ended December 31, 2019. There were $3.29 per square foot of retail space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2019.

The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and, in some instances, projections of first lease year percentage rent, to be paid on the new lease. In some instances, management exercises judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement of a space as it relates to a specific lease, but may also include base building costs (i.e., expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements.

The leases signed in 2019 generally become effective over the following year, though some may not become effective until 2021. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, we believe that these increases do provide information about the tenant/landlord relationship and the potential fluctuations we may achieve in rental income over time.

In 2020, we believe our leasing volume will be in-line with our historical averages with overall positive increases in rental income. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all.

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Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past and current events and economic conditions. In addition, information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third party experts. Actual results could differ from these estimates. A discussion of possible risks which may affect these estimates is included in the section above entitled “Item 1A. Risk Factors.” Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.

Our significant accounting policies are more fully described in the notes to the consolidated financial statements included elsewhere in this report; however, the most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates, are as follows:

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed rent escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, net of valuation adjustments, based on management's assessment of credit, collection and other business risks. When we determine that we are the owner of tenant improvements and the tenant has reimbursed us for a portion or all of the tenant improvement costs, we consider the amount paid to be additional rent, which is recognized on a straight-line basis over the term of the related lease. For first generation tenants, in instances in which we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Percentage rents, which represent additional rents based upon the level of sales achieved by certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Other property income includes parking income, general excise tax billed to tenants, fees charged to tenants at our multifamily properties and food and beverage sales at the hotel portion of our mixed-use property. Other property income is recognized when we satisfy performance obligations as evidenced by the transfer of control of our services to customers. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the later of the termination date or the satisfaction of all conditions precedent to the lease termination, including, without limitation, payment of all lease termination fees. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Current accounts receivable from tenants primarily relate to contractual minimum rent and percentage rent as well as real estate tax and other cost reimbursements. Accounts receivable from straight-line rent is typically longer term in nature and relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the contractual lease agreement.

We recognize revenue on the hotel portion of our mixed-use property from the rental of hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when the rooms are occupied and services have been provided. Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs. Revenue from room rental is included in rental revenue on the statement of income. Revenue from other sales and services provided is included in other property income on the statement of income.

We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management. The collectability of receivables is affected by numerous different factors including current economic conditions, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our

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operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement. If our assessment of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.

Due to the nature of the accounts receivable from straight-line rents, the collection period of these amounts typically extends beyond one year. Our experience relative to unbilled straight-line rents is that a portion of the amounts otherwise recognizable as revenue is never billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors. Accordingly, the extended collection period for straight-line rents along with our evaluation of tenant credit risk may result in the nonrecognition of a portion of straight-line rental income until the collection of such income is reasonably assured. Any changes to our conclusion regarding these assessments of collectability would have a direct impact on our net income.

Effective January 1, 2018, (upon the adoption of ASU 2014-09, Revenue from Contracts with Customers) sales of real estate are recognized generally upon the transfer of control, which usually occurs when the real estate is legally sold. Prior to January 1, 2018, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and we had no significant continuing involvement. The application of these criteria can be complex and required us to make assumptions. We believe the relevant criteria were met for all real estate sold during the periods presented.

Real Estate

Depreciation and maintenance costs relating to our properties constitute substantial costs for us. Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 to 15 years. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. Our estimates of useful lives have a direct impact on our net income. If expected useful lives of our real estate assets were shortened, we would depreciate the assets over a shorter time period, resulting in an increase to depreciation expense and a corresponding decrease to net income on an annual basis.

Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. Such valuations include a consideration of the noncancelable terms of the respective leases as well as any applicable renewal period(s). The fair values associated with below market renewal options are determined based on a review of several qualitative and quantitative factors on a lease-by-lease basis at acquisition to determine whether it is probable that the tenant would exercise its option to renew the lease agreement. These factors include: (1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects, and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew.  Each of these estimates requires a great deal of judgment, and some of the estimates involve complex calculations.  These allocation assessments have a direct impact on our results of operations because if we were to allocate more value to land, there would be no depreciation with respect to such amount.  If we were to allocate more value to the buildings, as opposed to allocating to the value of tenant leases, this amount would be recognized as an expense over a much longer period of time, since the amounts allocated to buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to tenant leases are amortized over the remaining terms of the leases.

The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the consolidated statements of comprehensive income. The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the consolidated statement of comprehensive income. If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and

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amortization expense. The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods. We make assumptions and estimates related to below market lease renewal options, which impact revenue in the period in which the renewal options are exercised and could result in significant increases to revenue if the renewal options are not exercised at which time the related below market lease liabilities would be written off as an increase to revenue.

Transaction costs related to the acquisition of a business, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and included in “general and administrative expenses” in our consolidated statements of comprehensive income. For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.

Capitalized Costs

Certain external and internal costs directly related to the development and redevelopment of real estate, including pre-construction costs, real estate taxes, insurance, interest, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalize costs under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. We consider a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but not later than one year from cessation of major construction activity. We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction.

We capitalized external and internal costs related to both development and redevelopment activities combined of $4.5 million and $14.1 million for the years ended December 31, 2019 and 2018, respectively.

We capitalized external and internal costs related to other property improvements combined of $95.6 million and $48.7 million for the years ended December 31, 2019 and 2018, respectively.

Interest costs on developments and major redevelopments are capitalized as part of developments and redevelopments not yet placed in service. Capitalization of interest commences when development activities and expenditures begin and end upon completion, which is when the asset is ready for its intended use as noted above. We make judgments as to the time period over which to capitalize such costs and these assumptions have a direct impact on net income because capitalized costs are not subtracted in calculating net income. If the time period for capitalizing interest is extended, more interest is capitalized, thereby decreasing interest expense and increasing net income during that period. We capitalized interest costs related to both development and redevelopment activities combined of $0.6 million and $1.5 million for the years ended December 31, 2019 and 2018, respectively.

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Segment capital expenditures for the years ended December 31, 2019 and 2018 are as follows (dollars in thousands):

	Year Ended December 31, 2019
Segment	Tenant Improvements and Leasing Commissions		Maintenance Capital Expenditures		Total Tenant Improvements, Leasing Commissions and Maintenance Capital Expenditures		Redevelopment and Expansions		New Development		Total Capital Expenditures
Office Portfolio	$	46,947	$	10,501	$	57,448	$	6,165	$	936	$	64,549
Retail Portfolio	5,654		16,882		22,536		308		—		22,844
Multifamily Portfolio	—		3,711		3,711		—		—		3,711
Mixed-Use Portfolio	323		8,167		8,490		—		—		8,490
Total	$	52,924	$	39,261	$	92,185	$	6,473	$	936	$	99,594
	Year Ended December 31, 2018
Segment	Tenant Improvements and Leasing Commissions		Maintenance Capital Expenditures		Total Tenant Improvements, Leasing Commissions and Maintenance Capital Expenditures		Redevelopment and Expansions		New Development		Total Capital Expenditures
Office Portfolio	$	28,645	$	8,439	$	37,084	$	6,730	$	1,378	$	45,192
Retail Portfolio	4,137		7,498		11,635		2,584		—		14,219
Multifamily Portfolio	—		3,659		3,659		—		—		3,659
Mixed-Use Portfolio	336		941		1,277		—		—		1,277
Total	$	33,118	$	20,537	$	53,655	$	9,314	$	1,378	$	64,347

The increase in maintenance capital expenditures in our retail portfolio was primarily related to the Safeway lease buildout at Waikele Center. The increase in maintenance capital expenditures in our office portfolio was primarily related to The Landmark at One Market and Torrey Reserve Campus building renovations during 2019.

The decrease in new development expenditures for the year ended December 31, 2019 was primarily related to the capitalization of interest for Torrey Point in the prior period. New development expenditures for the office portfolio incurred during the year ended December 31, 2019 reflect costs incurred for the development of La Jolla Commons land parcel.

Our capital expenditures during 2020 will depend upon acquisition opportunities, the level of improvements and redevelopments on existing properties and the timing and cost of development of our development, held for development and construction in progress properties. While the amount of future expenditures will depend on numerous factors, we expect expenditures incurred in 2020 will increase from 2019 in connection with our development activities at La Jolla Commons, renovations at One Beach Street and a planned hotel refresh at our mixed-use property.

Derivative Instruments

We may use derivative instruments to manage exposure to variable interest rate risk. We may enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt.

Any interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive income on our consolidated balance sheet and our consolidated statement of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not match, such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty which includes reviewing debt ratings and financial performance. However, management does not anticipate non-performance by the counterparty. If a cash flow hedge is deemed

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ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected.

Impairment of Long-Lived Assets

We review for impairment on a property by property basis. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows including revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for space by tenants and rental rates over long periods. Since our properties typically have a long life, the assumptions used to estimate the future recoverability of book value requires significant management judgment. Actual results could be significantly different from the estimates. These estimates have a direct impact on net income because recording an impairment charge results in a negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.

Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material.

No impairment charges were recorded for the years ended December 31, 2019, 2018 or 2017.

Income Taxes

We elected to be taxed as a REIT under the Code commencing with the taxable year ended December 31, 2011. To maintain our qualification as a REIT, we are required to distribute at least 90% of our net taxable income to our stockholders, excluding net capital gains, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, our taxable income generally would be subject to regular U.S. federal corporate income tax. Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.

 We, together with one of our subsidiaries, have elected to treat such subsidiary as a taxable REIT subsidiary for federal income tax purposes. A taxable REIT subsidiary is subject to federal and state income taxes.

Property Acquisitions and Dispositions

2019 Acquisitions and Dispositions

On June 20, 2019, we acquired La Jolla Commons, consisting of two office towers totaling approximately 724,000 square feet, an entitled development parcel and two parking structures, located in San Diego, California. The purchase price was approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million.

The property was acquired with proceeds from an underwritten public offering and borrowings under our Second Amended and Restated Credit Facility.

On May 22, 2019, we sold Solana Beach - Highway 101. The property is located in San Diego, California and was previously included in our retail segment. The sales price of this property of approximately $9.4 million, less costs to sell, resulted in net proceeds to the company of approximately $9.4 million. Accordingly, we recorded a gain on sale of approximately $0.6 million for the year ended December 31, 2019.

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2018 Acquisitions and Dispositions

During 2018, there were no acquisitions or dispositions.

2017 Acquisitions and Dispositions

On April 28, 2017, we acquired the Pacific Ridge Apartments, a 533-unit, multifamily community, built in 2013 and located in San Diego, California. The purchase price was approximately $232 million, excluding closing costs and prorations.

On July 6, 2017, we acquired Gateway Marketplace, an approximately 128,000 square feet dual-grocery anchored shopping center located in Chula Vista, California. The purchase price was approximately $42 million, excluding closing costs and prorations.

On September 1, 2017, we acquired the building and related improvements in which Forever 21 and Gold's Gym are currently in tenancy at Del Monte Center for approximately $5.3 million.

During 2017, there were no dispositions.

Results of Operations

For our discussion of results of operations, we have provided information on a total portfolio and same-store basis.

For our discussion related to the results of operations and liquidity and capital resources for fiscal year 2018 compared to fiscal year 2017 please refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2018 Form 10-K, filed with the Securities and Exchange Commission on February 15, 2019.

Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018

The following summarizes our consolidated results of operations for the year ended December 31, 2019 compared to our consolidated results of operations for the year ended December 31, 2018. As of December 31, 2019, our operating portfolio was comprised of 28 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.6 million rentable square feet of office and retail space (including mixed-use retail space), 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2019, we owned land at three of our properties that we classified as held for development and construction in progress. As of December 31, 2018, our operating portfolio was comprised of 27 office, retail, multifamily and mixed-use properties with an aggregate of approximately 5.8 million rentable square feet of office and retail space (including mixed-use retail space), 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2018, we owned land at three of our properties that we classified as held for development and construction in progress.

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The following table sets forth selected data from our consolidated statements of income for the years ended December 31, 2019 and 2018 (dollars in thousands):

	Year Ended December 31,
	2019			2018			Change			%
Revenues
Rental income	$	343,865		$	309,537		$	34,328		11	%
Other property income	22,876			21,330			1,546			7
Total property revenues	366,741			330,867			35,874			11
Expenses
Rental expenses	91,967			86,482			5,485			6
Real estate taxes	40,013			34,973			5,040			14
Total property expenses	131,980			121,455			10,525			9
Net operating income	234,761			209,412			25,349			12
General and administrative	(24,871		)	(22,784		)	(2,087		)	9
Depreciation and amortization	(96,205		)	(107,093		)	10,888			(10	)
Interest expense	(54,008		)	(52,248		)	(1,760		)	3
Gain on sale of real estate	633			—			633			100
Other income (expense), net	(122		)	(85		)	(37		)	44
Net income	60,188			27,202			32,986			121
Net income attributable to restricted shares	(381		)	(311		)	(70		)	23
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(6,884		)	96
Net income attributable to American Assets Trust, Inc. stockholders	$	45,718		$	19,686		$	26,032		132	%

Revenue

Total property revenues. Total property revenue consists of rental revenue and other property income. Total property revenue increased $35.9 million, or 11%, to $366.7 million for the year ended December 31, 2019, compared to $330.9 million for the year ended December 31, 2018. The percentage leased was as follows for each segment as of December 31, 2019 and 2018:

	Percentage Leased (1) Year Ended December 31,
	2019		2018
Retail	97.8	%	93.9	%
Office	95.0	%	90.9	%
Multifamily	92.8	%	93.6	%
Mixed-Use (2)	97.9	%	96.1	%

(1) The percentage leased includes the square footage under lease, including leases which may not have commenced as of December 31, 2019 or December 31, 2018, as applicable.

(2) Includes the retail portion of the mixed-use property only.

The increase in total property revenue was attributable primarily to the factors discussed below.

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Rental revenues. Rental revenue includes minimum base rent, cost reimbursements, percentage rents and other rents. Rental revenue increased $34.3 million, or 11%, to $343.9 million for the year ended December 31, 2019, compared to $309.5 million for the year ended December 31, 2018. Rental revenue by segment was as follows (dollars in thousands):

    

	Total Portfolio									Same-Store Portfolio (1)
	Year Ended December 31,									Year Ended December 31,
	2019		2018		Change			%		2019		2018		Change			%
Office	$	137,380	$	102,618	$	34,762		34	%	$	115,300	$	102,192	$	13,108		13	%
Retail	101,841		103,671		(1,830		)	(2	)%	86,856		87,256		(400		)	—	%
Multifamily	47,630		47,076		554			1		47,630		47,076		554			1
Mixed-Use	57,014		56,172		842			1		—		—		—			—
	$	343,865	$	309,537	$	34,328		11	%	$	249,786	$	236,524	$	13,262		6	%

(1) For this table and tables following, the same-store portfolio includes the 830 building at Lloyd District Portfolio which was placed into operations on August 1, 2019 after renovating the building. The same-store portfolio excludes: (i) Waikele Center due to significant redevelopment activity; (ii) Torrey Point, which was placed into operations and became available for occupancy in August 2018; (iii) La Jolla Commons as it was acquired on June 20, 2019; (iv) Waikiki Beach Walk Retail and Embassy Suites^TM Hotel due to significant spalling repair activity; and (v) land held for development.

Total office rental revenue increased $34.8 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the acquisition of La Jolla Commons on June 20, 2019, which had rental revenue of approximately $20.1 million during the period. The increase in total office rental revenue is also attributed to Torrey Point, which was placed into operations in August 2018, and had incremental rental revenue of $1.5 million during the period. Same-store office rental revenue increased $13.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to higher annualized base rents at The Landmark at One Market, City Center Bellevue, Lloyd District Portfolio and Torrey Reserve Campus.

Total retail rental revenue decreased $1.8 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the expiration of the Kmart lease at Waikele Center on June 30, 2018. Same-store retail rental revenue decreased $0.4 million primarily due to an increase in bad debt contra-revenue at Hassalo on Eighth - Retail.

Multifamily rental revenue increased $0.6 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the higher average base rent per unit of $2,077 during the year ended December 31, 2019 compared to $2,032 during the year ended December 31, 2018.

Mixed-use rental revenue increased $0.8 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to higher annualized base rents for retail tenants at our mixed-use property.

Other property income. Other property income increased $1.5 million, or 7%, to $22.9 million for the year ended December 31, 2019, compared to $21.3 million for the year ended December 31, 2018. Other property income by segment was as follows (dollars in thousands):

    

	Total Portfolio									Same-Store Portfolio
	Year Ended December 31,									Year Ended December 31,
	2019		2018		Change			%		2019		2018		Change			%
Office	$	7,303	$	9,744	$	(2,441	)	(25	)%	$	6,878	$	8,350	$	(1,472	)	(18	)%
Retail	5,763		1,881		3,882			206	%	4,774		1,028		3,746			364	%
Multifamily	3,436		3,551		(115		)	(3	)	3,436		3,551		(115		)	(3	)
Mixed-Use	6,374		6,154		220			4		—		—		—			—
	$	22,876	$	21,330	$	1,546		7	%	$	15,088	$	12,929	$	2,159		17	%

Office other property income decreased $2.4 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to lease termination fees in the prior period for tenants at Lloyd District Portfolio and Torrey Point. The decrease was partially offset by an increase in lease termination fees and parking garage income at City Center Bellevue and due to the acquisition of La Jolla Commons on June 20, 2019, which had parking garage income of approximately $0.4 million during the period.

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Retail other property income increased $3.9 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in lease termination fees recognized in connection with the termination of a ground lease, and the ground lessee's surrender of, the former Sears building at Carmel Mountain Plaza during the period. The increase was partially offset by a decrease in lease termination fees received in the prior period for tenants at Solana Beach Towne Centre, Del Monte Center and Geary Marketplace.

Multifamily other property income decreased $0.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to a decrease in utility billings and late fees.

Mixed-use other property income increased $0.2 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in parking revenue at the retail portion of our mixed-use property.

Property Expenses

Total Property Expenses. Total property expenses consist of rental expenses and real estate taxes. Total property expenses increased by $10.5 million, or 9%, to $132.0 million for the year ended December 31, 2019, compared to $121.5 million for the year ended December 31, 2018. This increase in total property expenses was attributable primarily to the factors discussed below.

Rental Expenses. Rental expenses increased $5.5 million, or 6%, to $92.0 million for the year ended December 31, 2019, compared to $86.5 million for the year ended December 31, 2018. Rental expense by segment was as follows (dollars in thousands):

    

	Total Portfolio									Same-Store Portfolio
	Year Ended December 31,									Year Ended December 31,
	2019		2018		Change			%		2019		2018		Change			%
Office	$	26,881	$	21,934	$	4,947		23	%	$	23,312	$	21,718	$	1,594		7	%
Retail	16,063		16,273		(210		)	(1	)%	12,695		12,790		(95		)	(1	)%
Multifamily	14,362		14,264		98			1		14,362		14,264		98			1
Mixed-Use	34,661		34,011		650			2		—		—		—			—
	$	91,967	$	86,482	$	5,485		6	%	$	50,369	$	48,772	$	1,597		3	%

Total office rental expenses increased $4.9 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the acquisition of La Jolla Commons on June 20, 2019, which had rental expenses of approximately $2.5 million during the period. The increase in total office rental expense is also attributed to Torrey Point, which was placed into operations in August 2018, and had incremental rental expenses of $0.8 million during the period. Same-store office rental expenses increased $1.6 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in the commercial rent tax at The Landmark at One Market and One Beach Street. The increase in same-store office rental expense was also attributed to higher janitorial services and utilities expenses at City Center Bellevue.

Total retail rental expenses decreased $0.2 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the absence of demolition costs for the former Kmart building at Waikele Center incurred in the prior period partially offset by the absence of contra-bad debt expense at Waikele Center. Same-store retail rental expenses decreased $0.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the absence of contra-bad debt expense at Waikele Center, and a decrease in pest control and utilities expenses during the period.

Mixed-use rental expenses increased $0.7 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in hotel room and marketing expenses at the hotel portion of our mixed-use property and an increase in landscaping expenses at the retail portion of our mixed-use property during the period.

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Real Estate Taxes. Real estate tax expense increased $5.0 million, or 14%, to $40.0 million for the year ended December 31, 2019, compared to $35.0 million for the year ended December 31, 2018. Real estate tax expense by segment was as follows (dollars in thousands):

    

	Total Portfolio								Same-Store Portfolio
	Year Ended December 31,								Year Ended December 31,
	2019		2018		Change		%		2019		2018		Change		%
Office	$	15,353	$	11,926	$	3,427	29	%	$	11,660	$	11,516	$	144	1	%
Retail	14,570		13,805		765		6	%	11,674		11,107		567		5	%
Multifamily	6,501		6,177		324		5		6,501		6,177		324		5
Mixed-Use	3,589		3,065		524		17		—		—		—		—
	$	40,013	$	34,973	$	5,040	14	%	$	29,835	$	28,800	$	1,035	4	%

Total office real estate taxes increased $3.4 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the acquisition of La Jolla Commons on June 20, 2019, which had real estate taxes of approximately $3.0 million. The increase in office real estate taxes is also attributed to Torrey Point, which was placed into operations in August 2018, and had incremental real estate taxes of $0.2 million during the period. Same-store office real estate taxes increased $0.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in the assessed values of Torrey Reserve Campus, The Landmark at One Market and Lloyd District Portfolio.

Retail real estate taxes increased $0.8 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in the assessed values of Alamo Quarry Market, Carmel Mountain Plaza, and Waikele Center.

Multifamily real estate taxes increased $0.3 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in the assessed values of Pacific Ridge Apartments, Lomas Palisades, and Hassalo on Eighth - Multifamily.

Mixed-use real estate taxes increased $0.5 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in real estate taxes for the hotel portion of our mixed-use property that are assessed annually based on the hotel's room rates, which have increased from the prior year.

Property Operating Income.

Property operating income increased $25.3 million, or 12%, to $234.8 million for the year ended December 31, 2019, compared to $209.4 million for the year ended December 31, 2018. Property operating income by segment was as follows (dollars in thousands):

    

	Total Portfolio									Same-Store Portfolio
	Year Ended December 31,									Year Ended December 31,
	2019		2018		Change			%		2019		2018		Change		%
Office	$	102,449	$	78,502	$	23,947		31	%	$	87,206	$	77,308	$	9,898	13	%
Retail	76,971		75,474		1,497			2		67,261		64,387		2,874		4
Multifamily	30,203		30,186		17			—		30,203		30,186		17		—
Mixed-Use	25,138		25,250		(112		)	—		—		—		—		—
	$	234,761	$	209,412	$	25,349		12	%	$	184,670	$	171,881	$	12,789	7	%

Total office property operating income increased $23.9 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the acquisition of La Jolla Commons on June 20, 2019, which had property operating income of $15.1 million during the period. The increase in total office property operating income was partially offset by a decrease in lease termination fees in the prior period at Lloyd District Portfolio and Torrey Point. Same-store property operating income increased $9.9 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to higher annualized base rents at City Center Bellevue, The Landmark at One Market and Torrey Reserve Campus.

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Retail property operating income increased $1.5 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in lease termination fees recognized in connection with the termination of a ground lease, and the ground lessee's surrender of, the former Sears building at Carmel Mountain Plaza offset by the expiration of the Kmart lease at Waikele Center and an increase in bad debt contra-revenue at Hassalo at Eighth - Retail.

Multifamily property operating income increased $0.0 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the higher average base rent per unit offset by the increase in rental expense and real estate tax expenses.

Mixed-use property operating income decreased $0.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase in hotel room and marketing expense at the hotel portion of our mixed-use property and landscaping expenses at the retail portion of our mixed-use property and an increase in real estate taxes.

Other

General and administrative. General and administrative expenses increased $2.1 million, or 9%, to $24.9 million for the year ended December 31, 2019, compared to $22.8 million for the year ended December 31, 2018. This increase was primarily due to an increase in employee related costs and travel expenses.

Depreciation and amortization. Depreciation and amortization expense decreased $10.9 million, or 10%, to $96.2 million for the year ended December 31, 2019, compared to $107.1 million for the year ended December 31, 2018. This decrease was primarily due to higher depreciation and amortization expense in the prior period at Waikele Center attributed to the redevelopment of the Kmart space and Lloyd District Portfolio attributed to acceleration of depreciation related to lease terminations. The decrease was offset by the acquisition of La Jolla Commons on June 20, 2019, which had depreciation and amortization of $11.9 million during the period and higher depreciation and amortization at City Center Bellevue due to tenant improvements that were put into service in 2019.

Interest expense. Interest expense increased $1.8 million, or 3%, to $54.0 million for the year ended December 31, 2019 compared with $52.2 million for the year ended December 31, 2018. This increase was primarily due to the closing of our offering of Series G Notes on July 30, 2019 and higher average outstanding balance on our line of credit during the first six months of 2019, offset by the repayment of our line of credit during the third quarter of 2019 and repayment of the property mortgages for Lomas Palisades during the first quarter of 2018, One Beach Street during the fourth quarter of 2018 and Torrey Reserve - North Court during the first quarter of 2019.

Gain on sale of real estate. Gain on sale of real estate of $0.6 million during the period relates to our sale of Solana Beach - Highway 101 on May 22, 2019.

Other Income (Expense), Net. Other (expense) income, net decreased $0.0 million, or 44%, to other expense, net of $0.1 million for the year ended December 31, 2019 compared to other income, net of $0.1 million for the year ended December 31, 2018, primarily due to an increase in income tax expense related to higher taxable income for our taxable REIT subsidiary during the period offset by an increase in interest and investment income attributed to higher cash balances during the period.

Liquidity and Capital Resources of American Assets Trust, Inc.

In this “Liquidity and Capital Resources of American Assets Trust, Inc.” section, the term the “company” refers only to American Assets Trust, Inc. on an unconsolidated basis, and excludes the Operating Partnership and all other subsidiaries.

The company’s business is operated primarily through the Operating Partnership, of which the company is the parent company and sole general partner, and which it consolidates for financial reporting purposes. Because the company operates on a consolidated basis with the Operating Partnership, the section entitled “Liquidity and Capital Resources of American Assets Trust, L.P.” should be read in conjunction with this section to understand the liquidity and capital resources of the company on a consolidated basis and how the company is operated as a whole.

The company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by the Operating Partnership. The company itself does not have any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. Therefore, the consolidated assets and liabilities and the consolidated revenues and expenses of the company and the Operating Partnership are the same on their respective financial statements.  However, all debt is held directly or indirectly by the Operating Partnership. The company’s principal funding requirement is the payment of dividends on its common stock. The company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.

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As of December 31, 2019, the company owned an approximate 78.5% partnership interest in the Operating Partnership. The remaining 21.5% are owned by non-affiliated investors and certain of the company's directors and executive officers. As the sole general partner of the Operating Partnership, American Assets Trust, Inc. has the full, exclusive and complete authority and control over the Operating Partnership’s day-to-day management and business, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies. The company causes the Operating Partnership to distribute such portion of its available cash as the company may in its discretion determine, in the manner provided in the Operating Partnership’s partnership agreement.

The liquidity of the company is dependent on the Operating Partnership’s ability to make sufficient distributions to the company. The primary cash requirement of the company is its payment of dividends to its stockholders. The company also guarantees some of the Operating Partnership’s debt, as discussed further in Note 7 of the Notes to Consolidated Financial Statements included elsewhere herein. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the company’s guarantee obligations, then the company will be required to fulfill its cash payment commitments under such guarantees. However, the company’s only significant asset is its investment in the Operating Partnership.

We believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution payments to the company and, in turn, for the company to make its dividend payments to its stockholders. As of December 31, 2019, the company has determined that it has adequate working capital to meet its dividend funding obligations for the next 12 months. However, we cannot assure you that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the company. The unavailability of capital could adversely affect the Operating Partnership’s ability to pay its distributions to the company, which would in turn, adversely affect the company’s ability to pay cash dividends to its stockholders.

Our short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to the company’s stockholders, operating expenses and other expenditures directly associated with our properties, interest expense and scheduled principal payments on outstanding indebtedness, general and administrative expenses, funding construction projects, capital expenditures, tenant improvements and leasing commissions.

The company may from time to time seek to repurchase or redeem the Operating Partnership’s outstanding debt, the company’s shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

For the company to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its REIT taxable income, excluding net capital gains. While historically the company has satisfied this distribution requirement by making cash distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the company’s own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. The company may need to continue to raise capital in the equity markets to fund the operating partnership’s working capital needs, acquisitions and developments.

The company is a well-known seasoned issuer. As circumstances warrant, the company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. When the company receives proceeds from preferred or common equity issuances, it is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for preferred or common partnership units of the operating partnership. The operating partnership may use the proceeds to repay debt, to develop new or existing properties, to acquire properties or for general corporate purposes.

In February 2018, the company filed a universal shelf registration statement on Form S-3ASR with the SEC, which became effective upon filing and which replaced the prior Form S-3ASR that was filed with the SEC in February 2015. The universal shelf registration statement may permit the company from time to time to offer and sell equity securities of the company.  However, there can be no assurance that the company will be able to complete any such offerings of securities.  Factors influencing the availability of additional financing include investor perception of our prospects and the general condition of the financial markets, among others.

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On May 6, 2013, the company entered into an at-the-market, or ATM, equity program with four sales agents under which the company could from time to time offer and sell shares of common stock having an aggregate offering price of up to $150.0 million (the “2013 ATM Program”). The sales of shares of the company's common stock made through the 2013 ATM Program were made in “at-the-market” offerings as defined in Rule 415 of the Securities Act. The company completed $150.0 million of issuances under the 2013 ATM Program on May 21, 2015.

On May 27, 2015, the company entered into a new ATM equity program with five sales agents under which the company may, from time to time, offer and sell shares of common stock having an aggregate offering price of up to $250.0 million (the "2015 ATM Program"). As of December 31, 2019, the company has issued 6,930,002 shares of common stock at a weighted average price per share of $38.58 for gross cash proceeds of $267.4 million under the 2013 ATM Program and 2015 ATM Program, in the aggregate.

The company intends to use the net proceeds to fund development or redevelopment activities, repay amounts outstanding from time to time under our amended and restated credit facility or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes. As of December 31, 2019, the company had the capacity to issue up to an additional $132.6 million in shares of common stock under the 2015 ATM Program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of the company's common stock and the company's capital needs. The company has no obligation to sell the remaining shares available for sale under the 2015 ATM Program.

On June 14, 2019, we issued and sold 10,925,000 shares of common stock in an underwritten public offering at a price to the public of $44.75 per share. We received net proceeds of approximately $472.6 million, after deducting underwriting discounts, commissions and offering expenses.

Liquidity and Capital Resources of American Assets Trust, L.P.

In this “Liquidity and Capital Resources of American Assets Trust, L.P.” section, the terms “we,” “our” and “us” refer to the Operating Partnership together with its consolidated subsidiaries, or the Operating Partnership and American Assets Trust, Inc. together with their consolidated subsidiaries, as the context requires. American Assets Trust, Inc. is our sole general partner and consolidates our results of operations for financial reporting purposes. Because we operate on a consolidated basis with American Assets Trust, Inc., the section entitled “Liquidity and Capital Resources of American Assets Trust, Inc.” should be read in conjunction with this section to understand our liquidity and capital resources on a consolidated basis.

Due to the nature of our business, we typically generate significant amounts of cash from operations. The cash generated from operations is used for the payment of operating expenses, capital expenditures, debt service and dividends to American Assets Trust, Inc.'s stockholders and our unitholders. As a REIT, American Assets Trust, Inc. must generally make annual distributions to its stockholders of at least 90% of its net taxable income.

Our short-term liquidity requirements consist primarily of operating expenses and other expenditures associated with our properties, regular debt service requirements, dividend payments to American Assets Trust, Inc.'s stockholders required to maintain its REIT status, distributions to our other unitholders, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash and, if necessary, borrowings available under our second amended and restated credit facility.

Our long-term liquidity needs consist primarily of funds necessary to pay for the repayment of debt at maturity, property acquisitions, tenant improvements and capital improvements. We expect to meet our long-term liquidity requirements to pay scheduled debt maturities and to fund property acquisitions and capital improvements with net cash from operations, long-term secured and unsecured indebtedness and, if necessary, the issuance of equity and debt securities. We also may fund property acquisitions and capital improvements using our second amended and restated credit facility pending permanent financing. We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt, noting that during the third quarter of 2015, the company obtained investment grade credit ratings from Moody’s Investors Service (Baa3), Standard & Poor’s Ratings Services (BBB-) and Fitch Ratings, Inc. (BBB), and the issuance of additional equity. However, we cannot be assured that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about our company. Given our past ability to access the capital markets, we expect debt or equity to be available to us. Although there is no intent at this time, if market conditions deteriorate, we may also delay the timing of future development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy.

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Our overall capital requirements will depend upon acquisition opportunities, the level of improvements and redevelopments on existing properties and the timing and cost of developments. Our capital investments will be funded on a short-term basis with cash on hand, cash flow from operations and/or our second amended and restated credit facility.

We intend to operate with and maintain a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment grade debt ratings. In the short and long term, we may seek to obtain funds through the issuance of additional equity, unsecured and/or secured debt financings, and property dispositions that are consistent with this conservative structure.

We currently believe that cash flows from operations, cash on hand, our ATM equity program, our revolving credit facility and our general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements and capital expenditures.

Contractual Obligations

The following table outlines the timing of required payments related to our commitments as of December 31, 2019 (dollars in thousands):

	Payments by Period
Contractual Obligations	Total		Within 1 Year		2 Years		3 Years		4 Years		5 Years		More than 5 Years
Principal payments on long-term indebtedness	$	1,362,003	$	51,003	$	250,000	$	111,000	$	150,000	$	100,000	$	700,000
Interest payments	288,554		53,979		47,667		41,790		34,576		31,859		78,683
Operating lease	5,575		3,422		2,153		—		—		—		—
Tenant-related commitments	47,622		44,728		1,242		1,652		—		—		—
Construction-related commitments	9,946		9,946		—		—		—		—		—
Total	$	1,713,700	$	163,078	$	301,062	$	154,442	$	184,576	$	131,859	$	778,683

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Cash Flows

Comparison of the year ended December 31, 2019 to the year ended December 31, 2018

Total cash, cash equivalents, and restricted cash were $109.5 million and $57.3 million at December 31, 2019 and 2018, respectively.

Net cash provided by operating activities increased $17.3 million to $153.8 million for the year ended December 31, 2019, compared to $136.5 million for the year ended December 31, 2018. The increase in cash from operations was primarily due to the increase in rental income from The Landmark at One Market and City Center Bellevue, the acquisition of La Jolla Commons, which was acquired on June 20, 2019 and changes in operating assets and liabilities.

Net cash used in investing activities increased $534.8 million to $599.2 million for the year ended December 31, 2019, compared to $64.3 million for the year ended December 31, 2018. The increase was primarily due to the acquisition of La Jolla Commons on June 20, 2019.

Net cash provided by financing activities was $497.5 million for the year ended December 31, 2019, compared to net cash used in financing activities of $106.8 million for the year ended December 31, 2018. The increase in cash provided by financing activities was primarily due to the underwritten public offering that settled on June 14, 2019 and the closing of the Series G Notes issued on July 30, 2019.

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Net Operating Income

Net Operating Income, or NOI, is a non-GAAP financial measure of performance. We define NOI as operating revenues (rental income, tenant reimbursements, lease termination fees, ground lease rental income and other property income) less property and related expenses (property expenses, ground lease expense, property marketing costs, real estate taxes and insurance). NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expense, other non-property income and losses, gains and losses from property dispositions, extraordinary items, tenant improvements and leasing commissions. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs.

NOI is used by investors and our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (3) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our retail, office, multifamily or mixed-use properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is intended to be captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.

However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.

NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in “Management's Discussion and Analysis of Financial Condition and Results of Operations” regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, our NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.

The following is a reconciliation of our NOI to net income for the years ended December 31, 2019, 2018 and 2017 computed in accordance with GAAP (in thousands):

	Year Ended December 31,
	2019			2018			2017
Net operating income	$	234,761		$	209,412		$	198,306
General and administrative	(24,871		)	(22,784		)	(21,382		)
Depreciation and amortization	(96,205		)	(107,093		)	(83,278		)
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
Net income	$	60,188		$	27,202		$	40,132

Funds from Operations

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We present FFO because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures.

FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

The following table sets forth a reconciliation of our FFO for the years ended December 31, 2019, 2018 and 2017 to net income, the nearest GAAP equivalent (in thousands, except per share and share data):

 

	Year Ended December 31,
	2019			2018			2017
Net income	$	60,188		$	27,202		$	40,132
Plus: Real estate depreciation and amortization	96,205			107,093			83,278
Less: Gain on sale of real estate	(633		)	—			—
Funds from operations, as defined by NAREIT	$	155,760		$	134,295		$	123,410
Less: Nonforfeitable dividends on restricted stock awards	(376		)	(305		)	(236		)
FFO attributable to common stock and units	$	155,384		$	133,990		$	123,174
FFO per diluted share/unit	$	2.20		$	2.09		$	1.92
Weighted average number of common shares and units, diluted (1)	70,788,597			64,139,437			64,089,921

(1) For the years ended December 31, 2019, 2018 and 2017 the weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted shares, but is anti-dilutive for the computation of diluted EPS for the periods. Diluted shares exclude incentive restricted stock as these awards are considered contingently issuable.

Inflation

Substantially all of our office and retail leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above. In addition, our multifamily leases (other than at our RV resort where spaces can be rented at a daily, weekly or monthly rate) generally have lease terms ranging from seven to 15 months, with a majority having 12-month lease terms, and generally allow for rent adjustments at the time of renewal, which we believe reduces our exposure to the effects of inflation. For the hotel portion of our mixed-use property, we possess the ability to adjust room rates daily to reflect the effects of inflation. However, competitive pressures may limit our ability to raise room rates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.

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We may enter into certain types of derivative financial instruments to further reduce interest rate risk. We use interest rate swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis or to hedge anticipated financing transactions. We use derivatives for hedging purposes rather than speculation and do not enter into financial instruments for trading purposes. See the discussion under Note 8, “Derivative and Hedging Activities,” to the accompanying consolidated financial statements for certain quantitative details related to the interest rate swaps.

Interest Rate Risk

Outstanding Debt

The following discusses the effect of hypothetical changes in market rates of interest on the fair value of our total outstanding debt. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our debt. Discounted cash flow analysis is generally used to estimate the fair value of our mortgages payable. Considerable judgment is necessary to estimate the fair value of financial instruments. This analysis does not purport to take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure.

Fixed Interest Rate Debt

Except as described below, all of our outstanding debt obligations (maturing at various times through May 2029) have fixed interest rates which limit the risk of fluctuating interest rates. However, interest rate fluctuations may affect the fair value of our fixed rate debt instruments. At December 31, 2019, we had $1.112 billion of fixed-rate debt outstanding with an estimated fair value of $1.142 billion. If interest rates at December 31, 2019 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately $3.4 million. If interest rates at December 31, 2019 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately $26.0 million.

Variable Interest Rate Debt

Generally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our variable rate debt. At December 31, 2019, we had $250.0 million of variable rate debt outstanding. We have entered into term loans that have interest rates that contain both fixed and variable components. See the discussion under Note 8 to the accompanying consolidated financial statements for details related to the interest rate swaps and for a discussion on how we value derivative financial instruments. Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase by approximately nil with a corresponding decrease in our net income and cash flows for the year. Conversely, if market rates decreased 1.0%, our annual interest expense would decrease by approximately nil with a corresponding increase in our net income and cash flows for the year.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and supplementary data are included as a separate section of this Annual Report on Form 10-K commencing on page F-1 and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures (American Assets Trust, Inc.)

Evaluation of Disclosure Controls and Procedures

American Assets Trust, Inc. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its 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 its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

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can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, American Assets Trust, Inc. carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on the foregoing, American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, American Assets Trust, Inc.’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer, and effected by American Assets Trust, Inc.’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer, American Assets Trust, Inc. conducted an evaluation of the effectiveness of its internal control over financial reporting. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the company’s internal control over financial reporting. Based on its evaluation, management has concluded that the company’s internal control over financial reporting was effective as of December 31, 2019.

American Assets Trust, Inc.’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report over American Assets Trust, Inc.’s internal control over financial reporting, which report is contained elsewhere in this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in American Assets Trust, Inc.'s internal control over financial reporting during the quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, American Assets Trust, Inc.'s internal control over financial reporting.

Controls and Procedures (American Assets Trust, L.P.)

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its 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 of its general partner, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its

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general partner, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that, as of the end of the period covered by this report, the Operating Partnership’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner and effected by the general partner's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the general partner of the Operating Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Operating Partnership’s internal control over financial reporting. Based on its evaluation, management has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2019.

Changes in Internal Control over Financial Reporting

There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

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ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board - Committees of the Board - Audit Committee” will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “General - Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by Item 12 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information concerning certain relationships and related transactions, and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2020 Annual Meeting of Stockholders and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)    

(1) Financial Statements

Our consolidated financial statements and notes thereto, together with Report of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page F-1.

(2) Financial Statement Schedule

Our financial statement schedule is included in a separate section of this Annual Report on Form 10-K commencing on page F-1.

(3) Exhibits

A list of exhibits to this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

(b) See Exhibit Index

(c) Not Applicable

63

EXHIBIT INDEX

Exhibit No.	Description
3.1(1)	Articles of Amendment and Restatement of American Assets Trust, Inc.
3.2(1)	Amended and Restated Bylaws of American Assets Trust, Inc.
3.3(2)	Certificate of Limited Partnership of American Assets Trust, L.P.
4.1(1)	Form of Certificate of Common Stock of American Assets Trust, Inc.
4.2*	Description of Securities
10.1(3)	Amended and Restated Agreement of Limited Partnership of American Assets Trust, L.P., dated January 19, 2011
10.2(3)	Registration Rights Agreement among American Assets Trust, Inc. and the persons named therein, dated January 19, 2011
10.3(1)	American Assets Trust, Inc. and American Assets Trust, L.P. 2011 Equity Incentive Award Plan
10.4(1)	Form of Indemnification Agreement between American Assets Trust, Inc. and its directors and officers
10.5*	Form of American Assets Trust, Inc. Restricted Stock Award Agreement (Performance Vesting)
10.6(3)	Transition Services Agreement between American Assets, Inc. and American Assets Trust, L.P., dated January 19, 2011
10.7(1)	Management Agreement for Waikiki Beach Walk®—Retail between ABW Holdings LLC and Retail Resort Properties LLC, dated as of November 1, 2007
10.8(1)	Outrigger Hotels Hawaii—Hotel Management Agreement—Embassy SuitesTM—Waikiki Beach WalkTM Hotel by and among EBW Hotel LLC, Waikele Venture Holdings, LLC, Broadway 225 Sorrento Holdings, LLC, Broadway 225 Stonecrest Holdings, LLC and Outrigger Hotels Hawaii, dated as of January 10, 2006
10.9(3)	Franchise License Agreement—Embassy Suites—Waikiki Beach Walk—Honolulu, Hawaii between Embassy Suites Franchise LLC and WBW Hotel Lessee, LLC, dated January 19, 2011
10.10(4)	Deed of Trust and Security Agreement by and between AAT CC Bellevue, LLC, as Borrower, and PNC Bank, National Association, as Lender, dated October 10, 2012.
10.11(4)	Promissory Note by AAT CC Bellevue, LLC, as maker, to PNC Bank, National Association, dated as of October 10, 2012.
10.12*	American Assets Trust, Inc. and American Assets Trust, L.P. Amended and Restated Incentive Bonus Plan, effective as of December 5, 2019.
10.13(5)	Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Ernest S. Rady dated March 25, 2014
10.14(5)	Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Robert F. Barton dated March 25, 2014
10.15(5)	Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Adam Wyll dated March 25, 2014
10.16(6)	Note Purchase Agreement, dated as of October 31, 2014 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series A, B and C)
10.17(7)	Joinder and First Amendment to Term Loan Agreement, dated as of May 2, 2016, among American Assets Trust, Inc., the American Assets Trust, L.P., the Lenders party thereto and U.S. Bank National Association, as Administrative Agent.
10.18(8)	Note Purchase Agreement, dated as of March 1, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series D)
10.19(9)	Purchase Agreement and Escrow Instructions between CP III Pacific Ridge RF, LLC, CP III Pacific Ridge Solar, LLC, collectively as Seller, and American Assets Trust, Inc., as Purchaser, dated March 24, 2017
10.20(10)	Note Purchase Agreement, dated as of May 23, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
10.21(10)	Second Amendment to the Amended and Restated Credit Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other entities named therein.
10.22(10)	Second Amendment to the Term Loan Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, U.S. Bank National Association, as Administrative Agent, and the other entities named therein.

64

Exhibit No.	Description
10.23(10)	First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as if October 31, 2014, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
10.24(10)	First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as of March 1, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
10.25(11)	Note Purchase Agreement, dated as of July 19, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series F)
10.26(12)	Second Amended and Restated Credit Agreement dated January 9, 2018, by and among the company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein.
10.27(12)	Third Amendment to Term Loan Agreement dated January 9, 2018, by and among the company, the Operating Partnership, each lender from time to time party thereto, and U.S. Bank National Association, as Administrative Agent.
10.28(13)	Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and RBC Capital Markets, LLC
10.29(13)	Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
10.30(13)	Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Morgan Stanley & Co, LLC
10.31(13)	Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Wells Fargo Securities, LLC
10.32(13)	Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Mizuho Securities USA LLC
10.33(14)	First Amendment to Second Amended and Restated Credit Agreement dated January 9, 2019, by and among the company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein.
10.34(15)	Note Purchase Agreement, dated as of July 30, 2019, by and among the Company, the Operating Partnership, and the purchasers named therein.
10.35(16)	Contract for Purchase and Sale between HSPF La Jolla Commons I Investors LLC, HSPF La Jolla Commons II Investors LLC and HSPF La Jolla Commons III Investors LLC, collectively as Seller, and the Company, as Purchaser, dated June 10, 2019
21.1*	List of Subsidiaries of American Assets Trust, Inc.
23.1*	Consent of Independent Registered Public Accounting Firm for American Assets Trust, Inc.
23.2*	Consent of Independent Registered Public Accounting Firm for American Assets Trust, L.P.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc.
31.2*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, L.P.
31.3*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc.
31.4*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, L.P.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer of American Assets Trust, Inc. 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 Chief Executive Officer and Chief Financial Officer of American Assets Trust, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

65

* Filed herewith.

(1) Incorporated herein by reference to American Assets Trust, Inc.'s Registration Statement on Form S-11, as amended (File No. 333-169326), filed with the Securities and Exchange Commission on September 13, 2010.

(2) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2015.

(3) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2011.

(4) Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2012.

(5) Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2014.

(6) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2014.

(7) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2016.

(8) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017.

(9) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2017.

(10) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017.

(11) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2017.

(12) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2018.

(13) Incorporated herein by reference to American Assets Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2018.

(14) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2019.

(15) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019.

(16) Incorporated herein by reference to American Assets Trust, Inc's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2019.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on their behalf by the undersigned thereunto duly authorized this 14^th day of February, 2020.

American Assets Trust, Inc.	American Assets Trust, L.P.
	By: American Assets Trust, Inc.
	Its: General Partner
/s/ ERNEST RADY	/s/ ERNEST RADY
Ernest Rady	Ernest Rady
Chairman, President and Chief Executive Officer	Chairman, President and Chief Executive Officer
(Principal Executive Officer)	(Principal Executive Officer)
/s/ ROBERT F. BARTON	/s/ ROBERT F. BARTON
Robert F. Barton Executive Vice President and Chief Financial Officer	Robert F. Barton Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)	(Principal Financial and Accounting Officer)

66

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ ERNEST RADY	Chairman of the Board, President and Chief Executive Officer	February 14, 2020
Ernest Rady
/s/ ROBERT F. BARTON	Executive Vice President, Chief Financial Officer and Treasurer	February 14, 2020
Robert F. Barton
/s/ JOY L. SCHAEFER	Director	February 14, 2020
Joy L. Schaefer
/s/ DUANE A. NELLES	Director	February 14, 2020
Duane A. Nelles
/s/ THOMAS S. OLINGER	Director	February 14, 2020
Thomas S. Olinger
/s/ ROBERT S. SULLIVAN	Director	February 14, 2020
Robert S. Sullivan

67

Item 8 and Item 15(a) (1) and (2)

Index to Consolidated Financial Statements and Schedule

Reports of Independent Registered Public Accounting Firm	F-2
American Assets Trust, Inc.
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-9
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017	F-10
Consolidated Statements of Equity for the years ended December 31, 2019, 2018, and 2017	F-11
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017	F-13
American Assets Trust, L.P.
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-14
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017	F-15
Consolidated Statements of Partners' Capital for the years ended December 31, 2019, 2018, and 2017	F-16
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017	F-18
Notes to Consolidated Financial Statements of American Assets Trust, Inc. and American Assets Trust, L.P.	F-19
Schedule III—Consolidated Real Estate and Accumulated Depreciation	F-53

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of American Assets Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of American Assets Trust, Inc. (the Company) as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 14, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

	Impairment of real estate properties
Description of the Matter	The Company’s net real estate properties totaled $2.5 billion as of December 31, 2019. As discussed in Note 1 to the consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time the property is written down to its estimated fair value. Properties classified as held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the year ended December 31, 2019. Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indictors of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process. For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators. Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments. For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
	Property asset acquisition
Description of the Matter	On June 20, 2019, the Company acquired La Jolla Commons, consisting of two office buildings, an entitled development parcel and two parking structures, for a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million. As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchase of La Jolla Commons as an asset acquisition in accordance with the authoritative accounting guidance on acquisitions and business combinations. The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. For acquired operating real estate properties, such as La Jolla Commons, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any. Auditing the Company’s accounting for its acquisition of La Jolla Commons was complex and highly judgmental due to the significant judgment required in determining estimated fair values, replacement cost and appraised values of the acquired land and buildings and intangible assets such as in-place leases. The significant judgment was primarily due to (1) the judgmental nature of inputs, including discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates, (2) the complexity of the models used to allocate the cost of the acquisition to the assets acquired and liabilities assumed, including income, sales comparison and cost approach models and (3) the sensitivity of the respective values to the underlying significant assumptions.

F-3

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process. For example, we tested controls over the valuation of acquired land, buildings and intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
Our testing of the Company’s accounting for its acquisition of La Jolla Commons included, among other procedures, reading the purchase agreement and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management. For example, our real estate valuation specialists assisted us in evaluating the methodologies used by the Company and testing the consistency of the selected discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates with external market data sources. Furthermore, we compared assumptions about future projections with historical results of the acquired property. Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs. Also, with the assistance of our specialists, we evaluated the incorporation of the key assumptions in the aforementioned models and tested such models for clerical accuracy.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

San Diego, California

February 14, 2020

F-4

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of American Assets Trust, Inc.

Opinion on Internal Control over Financial Reporting

We have audited American Assets Trust, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, American Assets Trust, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 14, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Diego, California

February 14, 2020

F-5

Report of Independent Registered Public Accounting Firm

To the Partners of American Assets Trust, L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of American Assets Trust, L.P. (the Company) as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-6

	Impairment of real estate properties
Description of the Matter	The Company’s net real estate properties totaled $2.5 billion as of December 31, 2019. As discussed in Note 1 to the consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time the property is written down to its estimated fair value. Properties classified as held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the year ended December 31, 2019. Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indictors of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process. For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators. Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments. For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
	Property asset acquisition
Description of the Matter	On June 20, 2019, the Company acquired La Jolla Commons, consisting of two office buildings, an entitled development parcel and two parking structures, for a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million. As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchase of La Jolla Commons as an asset acquisition in accordance with the authoritative accounting guidance on acquisitions and business combinations. The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. For acquired operating real estate properties, such as La Jolla Commons, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any. Auditing the Company’s accounting for its acquisition of La Jolla Commons was complex and highly judgmental due to the significant judgment required in determining estimated fair values, replacement cost and appraised values of the acquired land and buildings and intangible assets such as in-place leases. The significant judgment was primarily due to (1) the judgmental nature of inputs, including discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates, (2) the complexity of the models used to allocate the cost of the acquisition to the assets acquired and liabilities assumed, including income, sales comparison and cost approach models and (3) the sensitivity of the respective values to the underlying significant assumptions.

F-7

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process. For example, we tested controls over the valuation of acquired land, buildings and intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
Our testing of the Company’s accounting for its acquisition of La Jolla Commons included, among other procedures, reading the purchase agreement and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management. For example, our real estate valuation specialists assisted us in evaluating the methodologies used by the Company and testing the consistency of the selected discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates with external market data sources. Furthermore, we compared assumptions about future projections with historical results of the acquired property. Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs. Also, with the assistance of our specialists, we evaluated the incorporation of the key assumptions in the aforementioned models and tested such models for clerical accuracy.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2014.

San Diego, California

February 14, 2020

F-8

American Assets Trust, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share Data)  

	December 31, 2019			December 31, 2018
ASSETS
Real estate, at cost
Operating real estate	$	3,096,886		$	2,549,571
Construction in progress	91,264			71,228
Held for development	547			9,392
	3,188,697			2,630,191
Accumulated depreciation	(665,222		)	(590,338		)
Net real estate	2,523,475			2,039,853
Cash and cash equivalents	99,303			47,956
Restricted cash	10,148			9,316
Accounts receivable, net	12,016			9,289
Deferred rent receivables, net	52,171			39,815
Other assets, net	93,220			52,021
TOTAL ASSETS	$	2,790,333		$	2,198,250
LIABILITIES AND EQUITY
LIABILITIES:
Secured notes payable	$	161,879		$	182,572
Unsecured notes payable	1,195,780			1,045,863
Unsecured line of credit	—			62,337
Accounts payable and accrued expenses	62,576			46,616
Security deposits payable	8,316			8,844
Other liabilities and deferred credits	68,110			49,547
Total liabilities	1,496,661			1,395,779
Commitments and contingencies (Note 12)
EQUITY:
American Assets Trust, Inc. stockholders' equity
Common stock, $0.01 par value, 490,000,000 shares authorized, 60,068,228 and 47,335,409 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively	601			474
Additional paid-in capital	1,452,014			920,661
Accumulated dividends in excess of net income	(144,378		)	(128,778		)
Accumulated other comprehensive income	5,680			10,620
Total American Assets Trust, Inc. stockholders' equity	1,313,917			802,977
Noncontrolling interests	(20,245		)	(506		)
Total equity	1,293,672			802,471
TOTAL LIABILITIES AND EQUITY	$	2,790,333		$	2,198,250

The accompanying notes are an integral part of these consolidated financial statements.

F-9

American Assets Trust, Inc.

Consolidated Statements of Comprehensive Income

(In Thousands, Except Shares and Per Share Data)

	Year Ended December 31,
	2019			2018			2017
REVENUE:
Rental income	$	343,865		$	309,537		$	298,803
Other property income	22,876			21,330			16,180
Total revenue	366,741			330,867			314,983
EXPENSES:
Rental expenses	91,967			86,482			84,006
Real estate taxes	40,013			34,973			32,671
General and administrative	24,871			22,784			21,382
Depreciation and amortization	96,205			107,093			83,278
Total operating expenses	253,056			251,332			221,337
OPERATING INCOME	113,685			79,535			93,646
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
NET INCOME	60,188			27,202			40,132
Net income attributable to restricted shares	(381		)	(311		)	(241		)
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$	45,718		$	19,686		$	29,077
EARNINGS PER COMMON SHARE, BASIC
Basic income attributable to common stockholders per share	$	0.84		$	0.42		$	0.62
Weighted average shares of common stock outstanding - basic	54,110,949			46,950,812			46,715,520
EARNINGS PER COMMON SHARE, DILUTED
Diluted income attributable to common stockholders per share	$	0.84		$	0.42		$	0.62
Weighted average shares of common stock outstanding - diluted	70,786,132			64,136,559			64,087,250
COMPREHENSIVE INCOME
Net income	$	60,188		$	27,202		$	40,132
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(5,571		)	120			386
Reclassification of amortization of forward starting swap included in interest expense	(1,304		)	(1,279		)	(1,114		)
Comprehensive income	53,313			26,043			39,404
Comprehensive income attributable to noncontrolling interest	(12,301		)	(6,877		)	(10,433		)
Comprehensive income attributable to American Assets Trust, Inc.	$	41,012		$	19,166		$	28,971

The accompanying notes are an integral part of these consolidated financial statements.

F-10

American Assets Trust, Inc.

Consolidated Statements of Equity

(In Thousands, Except Share Data)

	American Assets Trust, Inc. Stockholders' Equity														Noncontrolling Interests - Unitholders in the Operating Partnership			Total
	Common Shares					Additional Paid-in Capital			Accumulated Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)
	Shares		Amount
Balance at December 31, 2016	45,732,109		$	457		$	874,597		$	(77,296	)	$	11,798		$	28,995		$	838,551
Net income	—		—			—			29,318			—			10,814			40,132
Common shares issued	700,000		7			29,866			—			—			—			29,873
Issuance of restricted stock	150,098		2			(2		)	—			—			—			—
Forfeiture of restricted stock	(48,624	)	—			—			—			—			—			—
Conversion of operating partnership units	693,842		7			10,752			—			—			(10,759		)	—
Dividends declared and paid	—		—			—			(49,302		)	—			(18,235		)	(67,537		)
Stock-based compensation	—		—			4,735			—			—			—			4,735
Shares withheld for employee taxes	(22,837	)	—			(882		)	—			—			—			(882		)
Other comprehensive loss - change in value of interest rate swap	—		—			—			—			(7,310		)	(2,971		)	(10,281		)
Other comprehensive income - unrealized gain on forward-starting interest rate swaps	—		—			—			—			7,775			2,892			10,667
Reclassification of amortization of forward starting swap included in interest expense	—		—			—			—			(812		)	(302		)	(1,114		)
Balance at December 31, 2017	47,204,588		473			919,066			(97,280		)	11,451			10,434			844,144
Net income	—		—			—			19,997			—			7,205			27,202
Common shares issued	—		—			—			—			—			—			—
Issuance of restricted stock	205,110		2			(2		)	—			—			—			—
Forfeiture of restricted stock	(78,975	)	(1		)	1			—			—			—			—
Conversion of operating partnership units	17,372		—			(916		)	—			—			916			—
Dividends declared and paid	—		—			—			(51,495		)	—			(18,733		)	(70,228		)
Stock-based compensation	—		—			3,039			—			—			—			3,039
Shares withheld for employee taxes	(12,686	)	—			(527		)	—			—			—			(527		)
Other comprehensive income - change in value of interest rate swap	—		—			—			—			105			15			120
Reclassification of amortization of forward starting swap included in interest expense	—		—			—			—			(936		)	(343		)	(1,279		)
Balance at December 31, 2018	47,335,409		474			920,661			(128,778		)	10,620			(506		)	802,471
Net income	—		—			—			46,099			—			14,089			60,188
Common shares issued	11,871,552		118			515,236			—			—			—			515,354
Issuance of restricted stock	173,008		2			(2		)	—			—			—			—
Forfeiture of restricted stock	(70,641	)	(1		)	1			—			—			—			—
Conversion of operating partnership units	787,060		8			12,979			—			148			(13,135		)	—
Dividends declared and paid	—		—			—			(61,699		)	—			(18,906		)	(80,605		)

F-11

Stock-based compensation	—		—		4,477			—			—			—			4,477
Shares withheld for employee taxes	(28,160	)	—		(1,338		)	—			—			—			(1,338		)
Other comprehensive loss - change in value of interest rate swap	—		—		—			—			(4,482		)	(1,602		)	(6,084		)
Other comprehensive income - unrealized gain on forward-starting interest rate swaps	—		—		—			—			392			121			513
Reclassification of amortization of forward-starting swap included in interest expense	—		—		—			—			(998		)	(306		)	(1,304		)
Balance at December 31, 2019	60,068,228		$	601	$	1,452,014		$	(144,378	)	$	5,680		$	(20,245	)	$	1,293,672

The accompanying notes are an integral part of these consolidated financial statements.

F-12

American Assets Trust, Inc.

Consolidated Statements of Cash Flows

(In Thousands)

	Year ended December 31,
	2019			2018			2017
OPERATING ACTIVITIES
Net income	$	60,188		$	27,202		$	40,132
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(6,985		)	(1,157		)	(2,547		)
Depreciation and amortization	96,205			107,093			83,278
Amortization of debt issuance costs and debt fair value adjustments	1,467			1,530			3,058
Gain on sale of real estate	(633		)	—			—
Stock-based compensation expense	4,477			3,039			4,735
Settlement of forward interest rate swap agreement	513			—			10,667
Lease termination income	(4,518		)	—			—
Other noncash interest expense	(1,304		)	(1,279		)	(1,114		)
Other, net	6,497			383			901
Changes in operating assets and liabilities
Change in accounts receivable	(1,071		)	(336		)	(1,116		)
Change in other assets	(2,420		)	(227		)	(499		)
Change in accounts payable and accrued expenses	5,956			(3,297		)	7,632
Change in security deposits payable	(971		)	2,274			456
Change in other liabilities and deferred credits	(3,585		)	1,282			270
Net cash provided by operating activities	153,816			136,507			145,853
INVESTING ACTIVITIES
Acquisition of real estate, net	(507,780		)	—			(278,141		)
Capital expenditures	(88,327		)	(54,411		)	(47,496		)
Proceeds from sale of real estate, net of selling costs	8,191			—			—
Leasing commissions	(11,267		)	(9,936		)	(4,927		)
Net cash used in investing activities	(599,183		)	(64,347		)	(330,564		)
FINANCING ACTIVITIES
Repayment of secured notes payable	(20,762		)	(97,124		)	(167,139		)
Proceeds from unsecured line of credit	59,000			84,000			173,000
Repayment of unsecured line of credit	(123,000		)	(20,000		)	(193,000		)
Proceeds from issuance of unsecured notes payable	150,000			—			450,000
Debt issuance costs	(1,103		)	(2,727		)	(2,401		)
Proceeds from issuance of common stock, net	515,354			(236		)	29,873
Dividends paid to common stock and unitholders	(80,605		)	(70,228		)	(67,537		)
Shares withheld for employee taxes	(1,338		)	(527		)	(882		)
Net cash provided by (used in) financing activities	497,546			(106,842		)	221,914
Net increase (decrease) in cash, cash equivalents and restricted cash	52,179			(34,682		)	37,203
Cash, cash equivalents and restricted cash, beginning of year	57,272			91,954			54,751
Cash, cash equivalents and restricted cash, end of year	$	109,451		$	57,272		$	91,954

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:

	Year ended December 31,
	2019		2018		2017
Cash and cash equivalents	$	99,303	$	47,956	$	82,610
Restricted cash	10,148		9,316		9,344
Total cash, cash equivalents and restricted cash shown in Statement of Cash Flows	$	109,451	$	57,272	$	91,954

The accompanying notes are an integral part of these consolidated financial statements.

F-13

American Assets Trust, L.P.

Consolidated Balance Sheets

(In Thousands, Except Unit Data)

	December 31,			December 31,
	2019			2018
ASSETS
Real estate, at cost
Operating real estate	$	3,096,886		$	2,549,571
Construction in progress	91,264			71,228
Held for development	547			9,392
	3,188,697			2,630,191
Accumulated depreciation	(665,222		)	(590,338		)
Net real estate	2,523,475			2,039,853
Cash and cash equivalents	99,303			47,956
Restricted cash	10,148			9,316
Accounts receivable, net	12,016			9,289
Deferred rent receivables, net	52,171			39,815
Other assets, net	93,220			52,021
TOTAL ASSETS	$	2,790,333		$	2,198,250
LIABILITIES AND CAPITAL
LIABILITIES:
Secured notes payable	$	161,879		$	182,572
Unsecured notes payable	1,195,780			1,045,863
Unsecured line of credit	—			62,337
Accounts payable and accrued expenses	62,576			46,616
Security deposits payable	8,316			8,844
Other liabilities and deferred credits	68,110			49,547
Total liabilities	1,496,661			1,395,779
Commitments and contingencies (Note 12)
CAPITAL:
Limited partners' capital, 16,390,548 and 17,177,608 units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	(22,281		)	(4,477		)
General partner's capital, 60,068,228 and 47,335,409 units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	1,308,237			792,357
Accumulated other comprehensive income	7,716			14,591
Total capital	1,293,672			802,471
TOTAL LIABILITIES AND CAPITAL	$	2,790,333		$	2,198,250

The accompanying notes are an integral part of these consolidated financial statements.

F-14

American Assets Trust, L.P.

Consolidated Statements of Comprehensive Income

(In Thousands, Except Units and Per Unit Data)

	Year Ended December 31,
	2019			2018			2017
REVENUE:
Rental income	$	343,865		$	309,537		$	298,803
Other property income	22,876			21,330			16,180
Total revenue	366,741			330,867			314,983
EXPENSES:
Rental expenses	91,967			86,482			84,006
Real estate taxes	40,013			34,973			32,671
General and administrative	24,871			22,784			21,382
Depreciation and amortization	96,205			107,093			83,278
Total operating expenses	253,056			251,332			221,337
OPERATING INCOME	113,685			79,535			93,646
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
NET INCOME	60,188			27,202			40,132
Net income attributable to restricted shares	(381		)	(311		)	(241		)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.	$	59,807		$	26,891		$	39,891
EARNINGS PER UNIT - BASIC
Earnings per unit, basic	$	0.84		$	0.42		$	0.62
Weighted average units outstanding, basic	70,786,132			64,136,559			64,087,250
EARNINGS PER UNIT - DILUTED
Earnings per unit, diluted	$	0.84		$	0.42		$	0.62
Weighted average units outstanding, diluted	70,786,132			64,136,559			64,087,250
DISTRIBUTIONS PER UNIT	$	1.14		$	1.09		$	1.05
COMPREHENSIVE INCOME
Net income	$	60,188		$	27,202		$	40,132
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(5,571		)	120			386
Reclassification of amortization of forward starting swap included in interest expense	(1,304		)	(1,279		)	(1,114		)
Comprehensive income	53,313			26,043			39,404
Comprehensive income attributable to Limited Partners	(12,301		)	(6,877		)	(10,433		)
Comprehensive income attributable to General Partner	$	41,012		$	19,166		$	28,971

The accompanying notes are an integral part of these consolidated financial statements.

F-15

American Assets Trust, L.P.

Consolidated Statements of Partners' Capital

(In Thousands, Except Unit Data)

	Limited Partners' Capital (1)					General Partner's Capital (2)					Accumulated Other Comprehensive Income (Loss)			Total Capital
	Units		Amount			Units		Amount
Balance at December 31, 2016	17,888,822		$	24,315		45,732,109		$	797,758		$	16,478		$	838,551
Net income	—		10,814			—		29,318			—			40,132
Contributions from American Assets Trust, Inc.	—		—			700,000		29,873			—			29,873
Conversion of operating partnership units	(693,842	)	(10,759		)	693,842		10,759			—			—
Issuance of restricted units	—		—			150,098		—			—			—
Forfeiture of restricted units	—		—			(48,624	)	—			—			—
Distributions	—		(18,235		)	—		(49,302		)	—			(67,537		)
Stock-based compensation	—		—			—		4,735			—			4,735
Units withheld for employee taxes	—		—			(22,837	)	(882		)	—			(882		)
Other comprehensive loss - change in value of interest rate swap	—		—			—		—			(10,281		)	(10,281		)
Other comprehensive income - unrealized gain on forward-starting interest rate swaps	—		—			—		—			10,667			10,667
Reclassification of amortization of forward starting swap included in interest expense	—		—			—		—			(1,114		)	(1,114		)
Balance at December 31, 2017	17,194,980		6,135			47,204,588		822,259			15,750			844,144
Net income	—		7,205			—		19,997			—			27,202
Conversion of operating partnership units	(17,372	)	916			17,372		(916		)	—			—
Issuance of restricted units	—		—			205,110		—			—			—
Forfeiture of restricted units	—		—			(78,975	)	—			—			—
Distributions	—		(18,733		)	—		(51,495		)	—			(70,228		)
Stock-based compensation	—		—			—		3,039			—			3,039
Units withheld for employee taxes	—		—			(12,686	)	(527		)	—			(527		)
Other comprehensive income - change in value of interest rate swap	—		—			—		—			120			120
Reclassification of amortization of forward starting swap included in interest expense	—		—			—		—			(1,279		)	(1,279		)
Balance at December 31, 2018	17,177,608		(4,477		)	47,335,409		792,357			14,591			802,471
Net income	—		14,089			—		46,099			—			60,188
Contributions from American Assets Trust, Inc.	—		—			11,871,552		515,354			—			515,354
Conversion of operating partnership units	(787,060	)	(12,987		)	787,060		12,987			—			—
Issuance of restricted units	—		—			173,008		—			—			—
Forfeiture of restricted units	—		—			(70,641	)	—			—			—
Distributions	—		(18,906		)	—		(61,699		)	—			(80,605		)
Stock-based compensation	—		—			—		4,477			—			4,477
Units withheld for employee taxes	—		—			(28,160	)	(1,338		)	—			(1,338		)

F-16

Other comprehensive loss - change in value of interest rate swap	—	—			—	—		(6,084		)	(6,084		)
Other comprehensive income - unrealized gain on forward-starting interest rate swaps	—	—			—	—		513			513
Reclassification of amortization of forward-starting swap included in interest expense	—	—			—	—		(1,304		)	(1,304		)
Balance at December 31, 2019	16,390,548	$	(22,281	)	60,068,228	$	1,308,237	$	7,716		$	1,293,672

(1) Consists of limited partnership interests held by third parties.

(2) Consists of general and limited partnership interests held by American Assets Trust, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

F-17

American Assets Trust, L.P.

Consolidated Statements of Cash Flows

(In Thousands)

	Year Ended December 31,
	2019			2018			2017
OPERATING ACTIVITIES
Net income	$	60,188		$	27,202		$	40,132
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(6,985		)	(1,157		)	(2,547		)
Depreciation and amortization	96,205			107,093			83,278
Amortization of debt issuance costs and debt fair value adjustments	1,467			1,530			3,058
Gain on sale of real estate	(633		)	—			—
Stock-based compensation expense	4,477			3,039			4,735
Settlement of forward interest rate swap agreement	513			—			10,667
Lease termination income	(4,518		)	—			—
Other noncash interest expense	(1,304		)	(1,279		)	(1,114		)
Other, net	6,497			383			901
Changes in operating assets and liabilities
Change in accounts receivable	(1,071		)	(336		)	(1,116		)
Change in other assets	(2,420		)	(227		)	(499		)
Change in accounts payable and accrued expenses	5,956			(3,297		)	7,632
Change in security deposits payable	(971		)	2,274			456
Change in other liabilities and deferred credits	(3,585		)	1,282			270
Net cash provided by operating activities	153,816			136,507			145,853
INVESTING ACTIVITIES
Acquisition of real estate, net	(507,780		)	—			(278,141		)
Capital expenditures	(88,327		)	(54,411		)	(47,496		)
Proceeds from sale of real estate, net of selling costs	8,191			—			—
Leasing commissions	(11,267		)	(9,936		)	(4,927		)
Net cash used in investing activities	(599,183		)	(64,347		)	(330,564		)
FINANCING ACTIVITIES
Repayment of secured notes payable	(20,762		)	(97,124		)	(167,139		)
Proceeds from unsecured line of credit	59,000			84,000			173,000
Repayment of unsecured line of credit	(123,000		)	(20,000		)	(193,000		)
Proceeds from issuance of unsecured notes payable	150,000			—			450,000
Debt issuance costs	(1,103		)	(2,727		)	(2,401		)
Contributions from American Assets Trust, Inc.	515,354			(236		)	29,873
Distributions	(80,605		)	(70,228		)	(67,537		)
Shares withheld for employee taxes	(1,338		)	(527		)	(882		)
Net cash provided by (used in) financing activities	497,546			(106,842		)	221,914
Net increase (decrease) in cash, cash equivalents and restricted cash	52,179			(34,682		)	37,203
Cash, cash equivalents and restricted cash, beginning of year	57,272			91,954			54,751
Cash, cash equivalents and restricted cash, end of year	$	109,451		$	57,272		$	91,954

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:

	Year ended December 31,
	2019		2018		2017
Cash and cash equivalents	$	99,303	$	47,956	$	82,610
Restricted cash	10,148		9,316		9,344
Total cash, cash equivalents and restricted cash shown in Statement of Cash Flows	$	109,451	$	57,272	$	91,954

The accompanying notes are an integral part of these consolidated financial statements.

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American Assets Trust, Inc. and American Assets Trust, L.P.

Notes to Consolidated Financial Statements

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

American Assets Trust, Inc. (which may be referred to in these financial statements as the “company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering (the “Offering”) and the related acquisition on January 19, 2011 of certain assets of a combination of entities whose assets included entities owned and/or controlled by Ernest S. Rady and his affiliates, including the Rady Trust, which in turn owned (1) controlling interests in entities owning 17 properties and the property management business of American Assets, Inc. and (2) noncontrolling interests in entities owning four properties. The company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The company's operations are carried on through our Operating Partnership and its subsidiaries, including our taxable REIT subsidiary. Since the formation of our Operating Partnership, the company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations.

We are a vertically integrated and self-administered REIT with 206 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing.

Any reference to the number of properties or units, square footage or acres, employees; or references to beneficial ownership interests, are unaudited and outside the scope of our independent registered public accounting firm's audit of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

As of December 31, 2019, we owned or had a controlling interest in 28 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of December 31, 2019, we owned land at three of our properties that we classify as held for development and construction in progress. A summary of the properties owned by us is as follows:

Retail
Carmel Country Plaza	Gateway Marketplace	Alamo Quarry Market
Carmel Mountain Plaza	Del Monte Center	Hassalo on Eighth - Retail
South Bay Marketplace	Geary Marketplace
Lomas Santa Fe Plaza	The Shops at Kalakaua
Solana Beach Towne Centre	Waikele Center

Office
La Jolla Commons	One Beach Street
Torrey Reserve Campus	First & Main
Torrey Point	Lloyd District Portfolio
Solana Crossing (formerly Solana Beach Corporate Centre)	City Center Bellevue
The Landmark at One Market

Multifamily
Loma Palisades	Hassalo on Eighth - Multifamily
Imperial Beach Gardens
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments

Mixed-Use

Waikiki Beach Walk Retail and Embassy Suites™ Hotel

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Held for Development and Construction in Progress

La Jolla Commons - Land

Solana Crossing – Land

Lloyd District Portfolio – Construction in Progress

Basis of Presentation

Our consolidated financial statements include the accounts of the company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests.

All significant intercompany transactions and balances are eliminated in consolidation. Certain reclassifications have been made to conform to current period presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Consolidated Statements of Cash Flows-Supplemental Disclosures

The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Supplemental cash flow information
Total interest costs incurred	$	54,636	$	53,736	$	55,418
Interest capitalized	$	628	$	1,488	$	1,570
Interest expense	$	54,008	$	52,248	$	53,848
Cash paid for interest, net of amounts capitalized	$	51,975	$	52,632	$	47,473
Cash paid for income taxes	$	971	$	462	$	461
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress	$	25,413	$	14,440	$	6,863
Accrued leasing commissions	$	3,345	$	5,229	$	1,694
Reduction to capital for prepaid equity financing costs	$	—	$	241	$	—
Building recorded in termination of ground lease	$	4,518	$	—	$	—

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed rent escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, based on management's assessment of credit, collection and other business risks. When we determine that we are the owner of tenant improvements and the tenant has reimbursed us for a portion or all of the tenant improvement costs, we consider the amount paid to be additional rent, which is recognized on a straight-line basis over the term of the related lease. For first generation tenants, in instances in which we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Percentage rents, which represent additional rents based upon the level of sales achieved by

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certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Other property income includes parking income, general excise tax billed to tenants and fees charged to tenants at our multifamily properties. Other property income is recognized when we satisfy performance obligations as evidenced by the transfer of control of our services to customers. We measure other property income based on the amount of consideration we expect to be entitled to in exchange for the services provided. We recognize general excise tax gross, with the amounts billed to tenants and customers recorded in other property income and the related taxes paid as rental expense. The general excise tax included in other income was $3.5 million, $3.6 million and $3.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the later of the termination date or the satisfaction of all conditions precedent to the lease termination, including, without limitation, payment of all lease termination fees. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Current accounts receivable from tenants primarily relate to contractual minimum rent and percentage rent as well as real estate tax and other cost reimbursements. Accounts receivable from straight-line rent is typically longer term in nature and relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the contractual lease agreement.

We recognize revenue on the hotel portion of our mixed-use property from the rental of hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when the rooms are occupied and services have been provided. Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs. Revenue from room rental is included in rental revenue on the statement of income. Revenue from other sales and services provided is included in other property income on the statement of income.

We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management. The collectability of receivables is affected by numerous different factors including current economic conditions, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement. If our assessment of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.

At December 31, 2019 and December 31, 2018, our allowance for doubtful accounts was $1.2 million and $0.6 million, respectively. Our allowance for deferred rent receivables at December 31, 2019 and December 31, 2018 was $0.5 million and $0.3 million, respectively. Total bad debt expense was $1.8 million, $0.8 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Total bad debt expense for the year ended December 31, 2019 was included as a reduction to rental income on the statement of income while the total bad debt expense for the years ended December 31, 2018 and 2017 were included in rental income on the statement of income.

Effective January 1, 2018, (upon the adoption of ASU 2014-09, Revenue from Contracts with Customers) sales of real estate are recognized generally upon the transfer of control, which usually occurs when the real estate is legally sold. Prior to January 1, 2018, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and we had no significant continuing involvement. The application of these criteria can be complex and required us to make assumptions. We believe the relevant criteria were met for all real estate sold during the periods presented.

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 years to 15 years.

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Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to the contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. For the years ended December 31, 2019, 2018 and 2017, real estate depreciation expense was $85.3 million, $99.6 million and $70.2 million, respectively.

Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. Such valuations include a consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below market renewal options are determined based on a review of several qualitative and quantitative factors on a lease-by-lease basis at acquisition to determine whether it is probable that the tenant would exercise its option to renew the lease agreement. These factors include: (1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew. The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of income.

The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of income. The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods. If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and amortization expense.

Transaction costs related to the acquisition of a business, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and included in “general and administrative expenses” in our consolidated statements of comprehensive income. For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.

Capitalized Costs

We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance and construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and significant redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine that the completion of development or redevelopment is no longer probable, we expense all capitalized costs which are not recoverable.

Impairment of Long Lived Assets

We review for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the years ended December 31, 2019, 2018 and 2017.

Financial Instruments

The estimated fair values of financial instruments are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair values. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.

Derivative Instruments

F-22

At times, we may use derivative instruments to manage exposure to variable interest rate risk. We may enter into interest rate swaps to manage our exposure to variable interest rate risk. If and when we enter into derivative instruments, we ensure that such instruments qualify as cash flow hedges and would not enter into derivative instruments for speculative purposes.

Any interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. See the discussion under Note 8 for certain quantitative details related to interest rate swaps and for a discussion on how we value derivative financial instruments.  

Cash and Cash Equivalents

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity of less than 3 months. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the "FDIC"). No losses have been experienced related to such accounts. At December 31, 2019 and December 31, 2018, we had $36.2 million and $42.4 million, respectively, in excess of the FDIC insured limit. At December 31, 2019 and December 31, 2018, we had $52.5 million and $0.2 million, respectively, in money market funds that are not FDIC insured.

Restricted Cash

Restricted cash consists of amounts held by lenders to provide for future real estate tax expenditures, insurance expenditures and reserves for capital improvements. At December 31, 2019 and 2018, we had $10.1 million and $9.3 million, respectively, in restricted cash.

Other Assets

Other assets consist primarily of lease costs, lease incentives, acquired in-place leases and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions related to obtaining a lease. Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of income. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow. Therefore, we classify cash outflows for lease costs as an investing activity in our consolidated statements of cash flows.

Variable Interest Entities

Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as variable interest entities (“VIEs”). VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is the party that has a controlling interest in the VIE. Identifying the party with the controlling interest requires a focus on which entity has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (1) the obligation to absorb the expected losses of the VIE or (2) the right to receive the benefits from the VIE. At December 31, 2019 and December 31, 2018 we had no investments in real estate joint ventures, and no other interests in VIEs to be evaluated for consolidated.

Stock-Based Compensation

We grant stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, options to purchase common stock and/or shares of common stock. We measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.

F-23

Modifications of stock-based compensation awards are treated as an exchange of the original award for a new award with the resulting total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original option measured immediately before its terms are modified. For the year ended December 31, 2017, we incurred incremental compensation cost of approximately $2.2 million related to the discretionary vesting of previously granted restricted stock awards that did not meet the original vesting criteria. For the years ended December 31, 2019 and 2018, there were no modifications of stock-based compensation awards.

Deferred Compensation

Our Operating Partnership has adopted the American Assets Trust Executive Deferral Plan V (“EDP V”) and the American Assets Trust Executive Deferral Plan VI (“EDP VI”). These plans were adopted by our Operating Partnership as successor plans to those deferred compensation plans maintained by American Assets Inc. ("AAI") in which certain employees of AAI, who were transferred to us in connection with the Offering (the “Transferred Participants”), participated prior to the Offering. EDP V and EDP VI contain substantially the same terms and conditions as these predecessor plans. AAI transferred to our Operating Partnership the Transferred Participants' account balances under the predecessor plans. These transferred account balances represent amounts deferred by the Transferred Participants prior to the Offering while they were employed by AAI.

At the time eligible participants defer compensation, we record compensation cost and a corresponding deferred compensation plan liability, which is included in other liabilities and deferred credits on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost.

Income Taxes

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2011. To maintain our qualification as a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular U.S. federal income tax. We are subject to certain state and local income taxes.

 We, together with one of our subsidiaries, have elected to treat such subsidiary as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes.

Segment Information

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four reportable segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides the principles for the recognition, measurement, presentation and disclosure of leases. This ASU significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.

F-24

We adopted the provisions of ASU No. 2016-02 effective January 1, 2019 using the modified retrospective approach. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows lessors to elect a practical expedient by class of underlying assets to not separate non-lease components from the lease component if certain conditions are met. The lessor’s practical expedient election would be limited to circumstances in which the non-lease components otherwise would be accounted for under the new revenue guidance and both (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component would be classified as an operating lease. The company elected the practical expedient, which allows the company the ability to combine the lease and non-lease components if the underlying asset meets the criteria above. Due to our election of the practical expedient approach, for the year ended December 31, 2019, approximately $38.4 million of non-lease components are combined with lease rental income. ASU 2018-11 also includes an optional transition method in addition to the existing requirements for transition to the new standard by recognizing a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption. Consequently, a company’s reporting for the comparative periods presented in the financial statements would continue to be in accordance with previous GAAP (Topic 840). The company elected this practical expedient as well. Further, bad debt expense, which has previously been recorded in rental expenses, has now been classified as a contra-revenue account in rental income in the company’s consolidated statements of comprehensive income beginning in the year ended December 31, 2019.

We evaluated all leases within this scope under existing accounting standards and under the new ASU lease standard recognized approximately $7.7 million of right-of-use assets and lease liabilities for the year ended December 31, 2019. Effective January 1, 2019, approximately $0.8 million of deferred rent expense was reclassified to lease liability within the other liabilities and deferred credits, net. As of December 31, 2019, the remaining contractual payments under lease agreements for which the company is the lessee aggregated approximately $5.6 million.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and International Financial Reporting Standards. The pronouncement is effective for reporting periods beginning after December 15, 2017. We adopted the provisions of the ASU effective January 1, 2018 using the modified retrospective approach. As discussed above, lease are specifically excluded from this and will be governed by the applicable lease codification.

We evaluated the revenue recognition for all contracts within this scope under existing accounting standards and under the new revenue recognition ASU and confirmed that there were no differences in the amounts recognized or the pattern of recognition. This evaluation included revenues from the hotel portion of our mixed-use property, parking income and excise taxes charged to customers. Therefore, the adoption of this ASU did not result in an adjustment to the company’s retained earnings on January 1, 2018.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Topics. The pronouncement requires

companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other

receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments,

including trade receivables. The pronouncement is effective for fiscal years and for interim periods within those fiscal years,

beginning after December 15, 2019, with early adoption permitted. In November 2018, the FASB issued ASU 2018-19,

Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from

operating leases are not within the scope of the pronouncement. We evaluated the impact this pronouncement will

have on our consolidated financial statements and do not believe that the pronouncement will have a material impact on our consolidated financial statements as the majority of our receivables are derived from operating leases and

are excluded from this standard.

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NOTE 2. REAL ESTATE

A summary of our real estate investments is as follows (in thousands):

	Retail			Office			Multifamily			Mixed-Use			Total
December 31, 2019
Land	$	254,016		$	225,238		$	72,668		$	76,635		$	628,557
Buildings	523,645			1,132,990			390,379			126,726			2,173,740
Land improvements	46,335			11,097			7,106			2,606			67,144
Tenant improvements	87,707			151,662			—			2,252			241,621
Furniture, fixtures, and equipment	911			3,065			14,995			7,187			26,158
Construction in progress	6,487			35,397			2,212			7,381			51,477			(1)
	919,101			1,559,449			487,360			222,787			3,188,697
Accumulated depreciation	(294,189		)	(241,595		)	(86,208		)	(43,230		)	(665,222		)
Net real estate	$	624,912		$	1,317,854		$	401,152		$	179,557		$	2,523,475
December 31, 2018
Land	$	262,860		$	143,467		$	72,668		$	76,635		$	555,630
Buildings	516,566			743,474			389,831			125,859			1,775,730
Land improvements	43,412			8,825			6,778			2,606			61,621
Tenant improvements	70,210			91,612			—			1,918			163,740
Furniture, fixtures, and equipment	570			2,671			13,844			6,826			23,911
Construction in progress	8,598			39,511			854			596			49,559			(1)
	902,216			1,029,560			483,975			214,440			2,630,191
Accumulated depreciation	(273,482		)	(206,986		)	(71,933		)	(37,937		)	(590,338		)
Net real estate	$	628,734		$	822,574		$	412,042		$	176,503		$	2,039,853

(1) Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

Dispositions

On May 22, 2019, we sold Solana Beach – Highway 101. The property is located in Solana Beach, California and was previously included in our retail segment. The sales price of this property was approximately $9.4 million, less costs to sell, and resulted in net proceeds to us of approximately $9.4 million. Accordingly, we recorded a gain on sale of approximately $0.6 million and nil for the years ended December 31, 2019 and 2018, respectively.

Property Asset Acquisitions

On April 28, 2017, we acquired the Pacific Ridge Apartments, a 533-unit luxury apartment community located in San

Diego, California. The purchase price was approximately $232 million, excluding closing costs of approximately $0.1 million.

On July 6, 2017, we acquired Gateway Marketplace, an approximately 128,000 square feet dual-grocery anchored

shopping center located in Chula Vista, California. The purchase price was approximately $42 million, excluding closing costs

of approximately $0.1 million.

On June 20, 2019, we acquired La Jolla Commons, consisting of two office towers totaling approximately 724,000 square feet, an entitled development parcel and two parking structures, located in San Diego, California. The acquisition was classified as an asset acquisition with a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million. The property was acquired with proceeds

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from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility (defined herein).

The financial information set forth below summarizes the company’s purchase price allocations for La Jolla Commons during the year ended December 31, 2019 (in thousands):

 

	La Jolla Commons
Land	$	82,759
Building	361,471
Land improvements	1,359
Furniture, fixtures, and equipment	30,822
Total real estate	476,411
Lease intangibles	40,082
Prepaid expenses and other assets	13
Assets acquired	$	516,506
Accounts payable and accrued expenses	$	3,578
Security deposits payable	443
Other liabilities and deferred credits	3,817
Liabilities assumed	$	7,838

The value allocated to lease intangibles is amortized over the related lease term as depreciation and amortization expense in the statement of comprehensive income. The remaining weighted average amortization period as of December 31, 2019, is 8.2 years.

The following table summarizes the operating results for the La Jolla Commons included in the company’s historical consolidated statement of comprehensive income and in the office segment for the period of acquisition through December 31, 2019 (in thousands):

	June 20, 2019 through December 31, 2019
Revenues	$	20,579
Operating expenses	$	18,140
Operating income	$	2,439
Net income attributable to American Assets Trust, Inc.	$	2,650

Pro Forma Financial Information (Unaudited)

The pro forma financial information set forth below is based upon the company’s historical consolidated statements of operations for the year ended December 31, 2019 and 2018, adjusted to give effect to the acquisition of La Jolla Commons, described above, as if such transaction had been completed on January 1, 2018. The pro forma financial information includes adjustments to depreciation expense for acquired property and equipment and adjustments to amortization charges for acquired intangible assets and liabilities. The pro forma financial information set forth below is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2018, nor does it purport to represent the results of future operations (in thousands). 

	Year Ended December 31, 2019				Year Ended December 31, 2018
	As Reported		ProForma		As Reported		ProForma
Total revenue	$	366,741	$	383,125	$	330,867	$	365,326
Total operating expenses	$	253,056	$	264,107	$	251,332	$	281,253
Operating income	$	113,685	$	119,018	$	79,535	$	84,073
Net income	$	60,188	$	64,278	$	27,202	$	30,662

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NOTE 3. ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES

The following summarizes our acquired lease intangibles, which are included in other assets and other liabilities and deferred credits (in thousands):

    

	December 31, 2019			December 31, 2018
In-place leases	$	63,896		$	40,884
Accumulated amortization	(32,672		)	(34,603		)
Above market leases	7,534			11,963
Accumulated amortization	(7,351		)	(11,445		)
Acquired lease intangible assets, net	$	31,407		$	6,799
Below market leases	$	62,126		$	63,172
Accumulated accretion	(36,674		)	(37,220		)
Acquired lease intangible liabilities, net	$	25,452		$	25,952

The value allocated to in-place leases is amortized over the related lease term as depreciation and amortization expense in the statement of income. Above and below market leases are amortized over the related lease term as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of income. Rental income (loss) includes net amortization from acquired above and below market leases of $3.8 million, $3.6 million and $3.3 million in 2019, 2018 and 2017, respectively. The remaining weighted-average amortization period as of December 31, 2019, is 8.5 years, 4.6 years and 11.0 years for in-place leases, above market leases and below market leases, respectively. Below market leases include $12.3 million related to below market renewal options, and the weighted-average period prior to the commencement of the renewal options is 8.9 years.

Increases (decreases) in net income as a result of amortization of our in-place leases, above market leases and below market leases are as follows (in thousands): 

    

	Year Ended December 31,
	2019			2018			2017
Amortization of in-place leases	$	(4,762	)	$	(2,090	)	$	(8,769	)
Amortization of above market leases	(345		)	(660		)	(934		)
Amortization of below market leases	4,131			4,230			4,239
Net income (loss)	$	(976	)	$	1,480		$	(5,464	)

As of December 31, 2019, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands): 

    

	In-Place Leases		Above Market Leases		Below Market Leases
Year Ending December 31,
2020	$	4,903	$	62	$	3,382
2021	4,244		28		3,148
2022	3,589		28		2,579
2023	3,363		27		2,329
2024	3,178		24		2,038
Thereafter	11,947		14		11,976
	$	31,224	$	183	$	25,452

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NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows:

1. Level 1 Inputs—quoted prices in active markets for identical assets or liabilities

2. Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities

3. Level 3 Inputs—unobservable inputs

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. Financial assets and liabilities whose fair values we measure on a recurring basis using Level 2 inputs consist of our deferred compensation liability and interest rate swap liability. We measure the fair values of these liabilities based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques provided by third parties using proprietary valuation models and analytical tools as of December 31, 2019 and 2018. These valuation models and analytical tools use market pricing or similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers.

A summary of our financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy is as follows (in thousands):

	December 31, 2019								December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Deferred compensation liability	$	—	$	1,669	$	—	$	1,669	$	—	$	1,424	$	—	$	1,424
Interest rate swap asset	$	—	$	434	$	—	$	434	$	—	$	6,002	$	—	$	6,002
Interest rate swap liability	$	—	$	1,317	$	—	$	1,317	$	—	$	801	$	—	$	801

The fair value of our secured notes payable and unsecured notes payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable, using rates ranging from 2.9% to 4.1%.

Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. The carrying values of our line of credit and term loan set forth below are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. A summary of the carrying amount and fair value of our financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands):

	December 31, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured notes payable	$	161,879	$	166,885	$	182,572	$	183,253
Unsecured term loan	$	248,864	$	250,000	$	248,765	$	250,000
Unsecured senior guaranteed notes	$	946,916	$	975,291	$	797,098	$	790,267
Unsecured line of credit	$	—	$	—	$	62,337	$	64,000

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NOTE 5. OTHER ASSETS

Other assets consist of the following (in thousands): 

	December 31, 2019		December 31, 2018
Leasing commissions, net of accumulated amortization of $30,775 and $28,597, respectively	$	42,539	$	28,796
Interest rate swap asset	434		6,002
Acquired above market leases, net	183		518
Acquired in-place leases, net	31,224		6,281
Lease incentives, net of accumulated amortization of $565 and $299, respectively	2,603		747
Other intangible assets, net of accumulated amortization of $1,031 and $981, respectively	2,893		2,994
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively	1,256		—
Right-of-use lease asset, net	4,863		—
Prepaid expenses, deposits and other	7,225		6,683
Total other assets	$	93,220	$	52,021

Lease incentives are amortized over the term of the related lease and included as a reduction of rental income in the statement of income.

NOTE 6. OTHER LIABILITIES AND DEFERRED CREDITS

Other liabilities and deferred credits consist of the following (in thousands):

    

	December 31, 2019		December 31, 2018
Acquired below market leases, net	$	25,452	$	25,952
Prepaid rent and deferred revenue	16,969		11,634
Interest rate swap liability	1,317		801
Straight-line rent liability	16,903		7,393
Deferred rent expense and lease intangible	28		2,210
Deferred compensation	1,669		1,424
Deferred tax liability	332		93
Lease liability	5,380		—
Other liabilities	60		40
Total other liabilities and deferred credits, net	$	68,110	$	49,547

Straight-line rent liability relates to leases which have rental payments that decrease over time or one-time upfront payments for which the rental revenue is deferred and recognized on a straight-line basis.

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NOTE 7. DEBT

Debt of American Assets Trust, Inc.

American Assets Trust, Inc. does not hold any indebtedness. All debt is held directly or indirectly by the Operating Partnership; however, American Assets Trust, Inc. has guaranteed the Operating Partnership's Second Amended and Restated Credit Facility, term loan and carve-out guarantees on property-level debt.

Debt of American Assets Trust, L.P.

Secured notes payable

The following is a summary of the Operating Partnership's total secured notes payable outstanding as of December 31, 2019 and December 31, 2018 (in thousands):

Description of Debt	Principal Balance as of						Stated Interest Rate		Stated Maturity Date
	December 31, 2019			December 31, 2018			as of December 31, 2019
Torrey Reserve—North Court (1)(2)	—			19,620			7.22	%	June 1, 2019
Torrey Reserve—VCI, VCII, VCIII (2)	6,498			6,635			6.36	%	June 1, 2020
Solana Beach Corporate Centre I-II (2)	10,270			10,502			5.91	%	June 1, 2020
Solana Beach Towne Centre (2)	34,235			35,008			5.91	%	June 1, 2020
City Center Bellevue (3)	111,000			111,000			3.98	%	November 1, 2022
	162,003			182,765
Debt issuance costs, net of accumulated amortization of $449 and $671, respectively	(124		)	(193		)
Total Secured Notes Payable	$	161,879		$	182,572

(1) Loan repaid in full, without premium or penalty, on March 1, 2019.

(2) Principal payments based on a 30-year amortization schedule.

(3) Interest only.

Certain loans require us to comply with various financial covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2019, we were in compliance with all loan covenants.

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Unsecured notes payable

The following is a summary of the Operating Partnership's total unsecured notes payable outstanding as of December 31, 2019 and December 31, 2018 (in thousands):

Description of Debt	Principal Balance as of						Stated Interest Rate			Stated Maturity Date
	December 31, 2019			December 31, 2018			as of December 31, 2019
Term Loan A	$	100,000		$	100,000		Variable		(1)	January 9, 2021
Senior Guaranteed Notes, Series A	150,000			150,000			4.04	%	(2)	October 31, 2021
Term Loan B	100,000			100,000			Variable		(3)	March 1, 2023
Term Loan C	50,000			50,000			Variable		(4)	March 1, 2023
Senior Guaranteed Notes, Series F	100,000			100,000			3.78	%	(5)	July 19, 2024
Senior Guaranteed Notes, Series B	100,000			100,000			4.45	%		February 2, 2025
Senior Guaranteed Notes, Series C	100,000			100,000			4.50	%		April 1, 2025
Senior Guaranteed Notes, Series D	250,000			250,000			4.29	%	(6)	March 1, 2027
Senior Guaranteed Notes, Series E	100,000			100,000			4.24	%	(7)	May 23, 2029
Senior Guaranteed Notes, Series G	150,000			—			3.91	%	(8)	July 30, 2030
	1,200,000			1,050,000
Debt issuance costs, net of accumulated amortization of $7,835 and $6,844, respectively	(4,220		)	(4,137		)
Total Unsecured Notes Payable	$	1,195,780		$	1,045,863

(1) The company has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately 3.08% through its maturity date and extension options, subject to adjustments based on the Operating Partnership's consolidated leverage ratio.

(2) The company entered into a one month forward-starting seven years swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $1.6 million (see Note 8). The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

(3) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan B at approximately 3.15% through its maturity date, subject to adjustments based on our consolidated leverage ratio. Effective March 1, 2018, the effective interest rate associated with Term Loan B is approximately 2.75%, subject to adjustments based on our consolidated leverage ratio.

(4) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan C at approximately 3.14% through its maturity date, subject to adjustments based on our consolidated leverage ratio. Effective March 1, 2018, the effective interest rate associated with Term Loan C is approximately 2.74%, subject to adjustments based on our consolidated leverage ratio.

(5) The Operating Partnership entered into a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85% per annum.

(6) The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million. The forward-starting interest swap rate contracts were deemed to be highly effective cash flow hedges, accordingly, the effective interest rate is approximately 3.87% per annum.

(7) The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $0.7 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18% per annum.

(8) The Operating Partnership entered into a treasury lock contract on June 20, 2019, which was settled on July 17, 2019 at a gain of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

On March 1, 2016, the Operating Partnership entered into a Term Loan Agreement with each lender from time to time party thereto, and U.S. Bank National Association, as Administrative Agent (as amended, the “Term Loan Agreement”). The Term Loan Agreement provides for a new, seven years unsecured term loan to the Operating Partnership of $100 million that matures on March 1, 2023 (“Term Loan B”). Concurrent with the closing of the Term Loan Agreement, the Operating Partnership drew down the entirety of Term Loan B.

On May 2, 2016, the Operating Partnership entered into a Joinder and First Amendment to the Term Loan Agreement to provide for a new lender to fund an incremental term loan. The Joinder and First Amendment provides for a new, seven years unsecured term loan to the Operating Partnership of $50 million that matures on March 1, 2023 ("Term Loan C"). Term Loan

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C has the same borrowing terms as the Term Loan Agreement noted below. Concurrent with the closing of the Joinder and First Amendment, the Operating Partnership drew down the entirety of Term Loan C.

Borrowings under the Term Loan Agreement with respect to Term Loan B and Term Loan C bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from 1.70% to 2.35% based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) 0%, (b) the prime rate, (c) the federal funds rate plus 50 bps or (d) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.70% to 1.35% based on our consolidated leverage ratio. The company entered into interest rate swap agreements intended to fix the interest rates associated with Term Loan B and Term Loan C at approximately 3.15% and 3.14%, respectively, through the maturity dates, subject to adjustments based on our consolidated leverage ratio.

The Term Loan Agreement contains a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Term Loan Agreement, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest under Term Loan B or Term Loan C, and (ii) a default in the payment of certain other indebtedness of the Operating Partnership, the company or their subsidiaries, the principal and accrued and unpaid interest and prepayment penalties on the outstanding Term Loan B or Term Loan C will become due and payable at the option of the lenders.

On January 9, 2018, we entered into the Third Amendment (“Third Amendment”) to the Term Loan Agreement, which maintains the seven years $150 million unsecured term loan (Term Loan B and Term Loan C) to the Operating Partnership that matures on March 1, 2023 (the “$150mm Term Loan”). Effective as of March 1, 2018, borrowings under the Term Loan Agreement with respect to the $150mm Term Loan bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) LIBOR, plus a spread which ranges from 1.20% to 1.70% based on the Operating Partnership’s consolidated leverage ratio, or (2) a base rate equal to the highest of (a) 0%, (b) the prime rate, (c) the federal funds rate plus 50 bps or (d) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.70% to 1.35% based on the Operating Partnership’s consolidated leverage ratio. The foregoing rates are intended to be more favorable than previously contained in the Term Loan Agreement. Additionally, the Operating Partnership may elect for borrowings to bear interest based on a ratings-based pricing grid as per the Operating Partnership’s then-applicable investment grade debt ratings under the terms set forth in the Term Loan Agreement.

On October 31, 2014, the Operating Partnership entered into a note purchase agreement (the "Note Purchase Agreement") with a group of institutional purchasers that provided for the private placement of an aggregate of $350 million of senior guaranteed notes, of which (i) $150 million are designated as 4.04% Senior Guaranteed Notes, Series A, due October 31, 2021 (the “Series A Notes”), (ii) $100 million are designated as 4.45% Senior Guaranteed Notes, Series B, due February 2, 2025 (the “Series B Notes”) and (iii) $100 million are designated as 4.50% Senior Guaranteed Notes, Series C, due April 1, 2025 (the “Series C Notes”). The Series A Notes were issued on October 31, 2014, the Series B Notes were issued on February 2, 2015 and the Series C Notes were issued on April 2, 2015. The Series A Notes, the Series B Notes and the Series C Notes will pay interest quarterly on the last day of January, April, July and October until their respective maturities.

On March 1, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $250 million of 4.29% Senior Guaranteed Notes, Series D, due March 1, 2027 (the "Series D Notes"). The Series D Notes were issued on March 1, 2017 and will pay interest quarterly on the last day of January, April, July and October until their respective maturities.

On May 23, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 4.24% Senior Guaranteed Notes, Series E, due May 23, 2029 (the "Series E Notes"). The Series E Notes were issued on May 23, 2017 and will pay interest semi-annually on the 23rd of May and November until their respective maturities.

On July 19, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 3.78% Senior Guaranteed Notes, Series F, due July 19, 2024 (the "Series F Notes"). The Series F Notes were issued on July 19, 2017 and will pay interest semi-annually on the 31st of January and July until their respective maturities.

On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $150 million of 3.91% Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, and Series G Notes are referred to herein as, the

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“Notes".) The Series G Notes were issued on July 30, 2019 and will pay interest semi-annually on the 30th of July and January until their maturity.

The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase Agreement).

The Note Purchase Agreements contain a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness by us or our subsidiaries, the principal, accrued and unpaid interest, and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the purchasers.

The Operating Partnership's obligations under the Notes are fully and unconditionally guaranteed by the Operating Partnership and certain of the Operating Partnership's subsidiaries.

Certain loans require the Operating Partnership to comply with various financial covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2019, the Operating Partnership was in compliance with all loan covenants.

Scheduled principal payments on secured and unsecured notes payable as of December 31, 2019 are as follows (in thousands):

2020	$	51,003
2021	250,000
2022	111,000
2023	150,000
2024	100,000
Thereafter	700,000
	$	1,362,003

Credit Facility

On January 9, 2014, the company and the Operating Partnership entered into an amended and restated credit agreement (the "Prior Credit Facility"), or the amended and restated credit facility, which amended and restated the then in-place credit facility. The amended and restated credit facility provides for aggregate, unsecured borrowing of $350 million, consisting of a revolving line of credit of $250 million (the "Prior Revolver Loan") and a term loan of $100 million (the "Term Loan A"). The Prior Credit Facility had an accordion feature that allowed the Operating Partnership to increase the availability thereunder up to an additional $250 million, subject to meeting specified requirements and obtaining additional commitments from lenders.

On October 16, 2014, we entered into a first amendment to the Prior Credit Agreement that amended provisions of the Prior Credit Agreement to, among other things, (1) describe the treatment of our pari passu obligations under the amended and restated credit agreement and (2) remove the material acquisition provisions previously set forth in the Prior Credit Agreement.

Borrowings under the Prior Credit Facility initially bore interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from (a) 1.35%-1.95% (with respect to the Prior Revolver Loan) and (b) 1.30% to 1.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, plus a spread which ranges from (i) 0.35%-0.95% (with respect to the Prior Revolver Loan) and (ii) 0.30% to 0.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio. The foregoing rates were more favorable than previously contained in the credit agreement in place as of December 31, 2013. If American Assets Trust, Inc. obtained an investment grade debt rating, under the terms set forth in the Prior Credit Facility, the spreads would further improve.

The Prior Revolver Loan initially matured on January 9, 2018, subject to the Operating Partnership's option to extend the Prior Revolver Loan up to two times, with each such extension for a six months period. The Term Loan initially matured on January 9, 2016, subject to our option to extend the Term Loan A up to three times, with each such extension for a 12-month

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period. The foregoing extension options were exercisable by us subject to the satisfaction of certain conditions. Effective as of January 8, 2018, the Operating Partnership exercised the third of three options to extend the maturity date of Term Loan A to January 9, 2019.

Concurrent with the closing of the Prior Credit Facility, the Operating Partnership drew down on the entirety of the $100 million Term Loan, which remains outstanding and is included in unsecured notes payable as discussed above.

Additionally, the Prior Credit Facility included a number of financial covenants, including:

• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%,

• A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 40%,

• A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,

• A minimum unsecured interest coverage ratio of 1.75x,

• A maximum unsecured leverage ratio of 60%,

• A minimum tangible net worth of $721.16 million, and 75% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and

• Recourse indebtedness at any time cannot exceed 15% of total asset value.

The Prior Credit Facility provided that American Assets Trust, Inc.'s annual distributions may not exceed the greater of (1) 95% of our funds from operations (“FFO”) or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.

American Assets Trust, Inc. and certain of its subsidiaries guaranteed the obligations under the Prior Credit Agreement, and certain of its subsidiaries pledged specified equity interests in our subsidiaries as collateral for our obligations under the Prior Credit Facility.

On January 9, 2018, we entered into a second amended and restated credit agreement (the "Second Amended and Restated Credit Facility"), which amended and restated the Prior Credit Agreement. The Second Amended and Restated Credit Facility provides for aggregate, unsecured borrowing of $450 million, consisting of a revolving line of credit of $350 million (the "Revolver Loan") and a term loan of $100 million (the "Term Loan A"). The Second Amended and Restated Credit Facility has an accordion feature that may allow us to increase the availability thereunder up to an additional $250 million, subject to meeting specified requirements and obtaining additional commitments from lenders. At December 31, 2019, there was no outstanding balance under the Revolver Loan and we had incurred approximately $1.3 million of debt issuance costs, net, which are recorded in other assets, net on the consolidated balance sheet.

Borrowings under the Second Amended and Restated Credit Facility initially bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from (a) 1.05% to 1.50% (with respect to the Revolver Loan) and (b) 1.30% to 1.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) LIBOR plus 100 bps, plus a spread which ranges from (i) 0.10% to 0.50% (with respect to the Revolver Loan) and (ii) 0.30% to 0.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio. The foregoing rates are more favorable than previously contained in the Prior Credit Facility in place as of December 31, 2017. For the year-ended December 31, 2019, the weighted average interest rate on the Revolver Loan was 3.55%.

The Revolver Loan initially matures on January 9, 2022, subject to our option to extend the Revolver Loan up to two times, with each such extension for a six months period. The extension options are exercisable by us subject to the satisfaction of certain conditions.

On January 9, 2019, we entered into the first amendment (“First Amendment”) to the Second Amended and Restated Credit Facility, which extended the maturity date of Term Loan A to January 9, 2021, subject to three, one year extension options.   Additionally, in connection with the First Amendment, borrowings under the Second Amended and Restated Credit Facility with respect to Term Loan bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from 1.20% to 1.70% based on our consolidated total leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the

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federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.20% to 0.70% based on our consolidated total leverage ratio. The foregoing rates are more favorable than previously contained in the Second Amended and Restated Credit Facility (prior to entry into the First Amendment) with respect to Term Loan A. 

Additionally, the Second Amended and Restated Credit Facility includes a number of customary financial covenants, including:

• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%,

• A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 40%,

• A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,

• A minimum unsecured interest coverage ratio of 1.75x,

• A maximum unsecured leverage ratio of 60%, and

• Recourse indebtedness at any time cannot exceed 15% of total asset value.

The Second Amended and Restated Credit Facility provides that our annual distributions may not exceed the greater of (1) 95% of our FFO or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.

As of December 31, 2019, the Operating Partnership was in compliance with all then in-place Second Amended and Restated Credit Facility covenants.

NOTE 8. DERIVATIVE AND HEDGING ACTIVITIES

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movement.  To accomplish these objectives, we use interest rate swaps as part of our interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. 

Concurrent with the closing of our amended and restated credit facility, we entered into an interest rate swap agreement that is intended to fix the interest rate associated with our term loan of $100 million at approximately 3.08% through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio.

On January 29, 2016, we entered into a forward-starting interest rate swap contract with U.S. Bank National Association to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective $100 million seven-year term loan.  The forward-starting seven years swap contract had a notional amount of $100 million, a termination date of March 1, 2023, a fixed pay rate of 1.4485%, and a receive rate equal to the one-month LIBOR, with fixed rate payments due monthly commencing April 1, 2016, floating payments due monthly commencing April 1, 2016, and floating reset dates two days prior to the first day of each calculation period.  The forward-starting seven-year swap contract accrual period, March 1, 2016 to March 1, 2023, was designed to match the expected tenor of our then prospective $100 million seven years term loan, which successfully closed on March 1, 2016.

On March 23, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective incremental $50 million seven-year term loan.  The forward-starting seven years swap contract had a notional amount of $50 million, a termination date of March 1, 2023, a fixed pay rate of 1.4410%, and a receive rate equal to the one-month LIBOR, with fixed rate payments due monthly commencing June 1, 2016, floating payments due monthly commencing June 1, 2016, and floating reset dates two days prior to the first day of each calculation period.  The forward-starting seven-year swap contract accrual period, May 2, 2016 to March 1, 2023, was designed to match the expected tenor of our then prospective incremental $50 million seven years term loan, which successfully closed on May 2, 2016.

On March 29, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year

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debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017).  The forward-starting ten years swap contract had a notional amount of $150 million, a termination date of March 31, 2027, a fixed pay rate of 1.8800%, and a receive rate equal to the three-month LIBOR, with fixed rate payments due semi-annually commencing September 29, 2017, floating payments due semi-annually commencing September 29, 2017, and floating reset dates the first day of each quarterly period.  The forward-starting ten-year swap contract accrual period, March 31, 2017 to March 31, 2027, was designed to match the expected tenor of our prospective new ten years debt offering (private placement, investment grade bonds, term loan or otherwise).

On April 7, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017). The forward-starting ten years swap contract had a notional amount of $100 million, a termination date of March 31, 2027, a fixed pay rate of 1.7480%, and a receive rate equal to the three-month LIBOR, with fixed rate payments due semi-annually commencing September 29, 2017, floating payments due semi-annually commencing September 29, 2017, and floating reset dates the first day of each quarterly period. The forward-starting ten-year swap contract accrual period, March 31, 2017 to March 31, 2027, was designed to match the expected tenor of our prospective new ten years debt offering (private placement, investment grade bonds, term loan or otherwise).

On January 18, 2017, we settled the March 29, 2016 $150 million and April 7, 2016 $100 million ten-year forward-starting interest rate swaps resulting in an aggregate gain of approximately $10.4 million. This gain is included in accumulated other comprehensive income and will be amortized to interest expense over the life of the Series D Notes. The forward-starting interest rate swap contracts have been deemed to be highly effective cash flow hedges and we elected to designate all the forward-starting swap contracts as accounting hedges.

On April 25, 2017, we entered into a treasury lock contract (the "April 2017 Treasury Lock") with Bank of America, National Association, to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective new twelve years private placement. The April 2017 Treasury Lock had a notional amount of $100 million, termination date of May 18, 2017, a fixed pay rate of 2.313%, and a receive rate equal to the ten years treasury rate on the settlement date.

On May 11, 2017, we settled the April 2017 Treasury Lock, resulting in a gain of approximately $0.7 million. This gain is included in accumulated other comprehensive income and will be amortized to interest expense over ten years. The April 2017 Treasury Lock has been deemed to be a highly effective cash flow hedge and we elected to designate the April 2017 Treasury Lock as an accounting hedge.

On May 31, 2017, we entered into a treasury lock contract (the "May 2017 Treasury Lock") with Bank of America, National Association, to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective new seven years private placement. The May 2017 Treasury Lock had a notional amount of $100 million, termination date of July 26, 2017, a fixed pay rate of 2.064%, and a receive rate equal to the seven years treasury rate on the settlement date.

On June 23, 2017, we settled the May 2017 Treasury Lock, resulting in a loss of approximately $0.5 million. This loss is included in accumulated other comprehensive income and will be amortized to interest expense over seven years. The May 2017 Treasury Lock has been deemed to be a highly effective cash flow hedge and we elected to designate the May 2017 Treasury Lock as an accounting hedge.

On November 26, 2018, we entered into an interest rate swap agreement with Bank of America, National Association, to fix the interest rate associated with Term Loan A associated with our then prospective First Amendment at approximately 4.13% through its maturity date of January 9, 2021, subject to adjustments based on our consolidated leverage ratio.

On June 20, 2019, we entered into a treasury lock contract (the "June 2019 Treasury Lock") with Wells Fargo Bank, N.A., to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective eleven-year private placement. The treasury lock contract has a notional amount of $100 million, termination date of July 31, 2019, a fixed pay rate of 1.9925%, and a receive rate equal to the ten years treasury rate on the settlement date.

On July 17, 2019, we settled the June 2019 Treasury Lock, resulting in a gain of approximately $0.5 million, which is included in accumulated other comprehensive income and will be amortized to interest expense over ten years. The treasury lock contract has been deemed to be a highly effective cash flow hedge and we elected to designate the treasury lock contract as an accounting hedge.

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The forward-starting interest rate swap contracts have been deemed to be highly effective cash flow hedges and we elected to designate all the forward-starting swap contracts as accounting hedges.

The following is a summary of the terms of the interest rate swaps as of December 31, 2019 (dollars in thousands):

Swap Counterparty	Notional Amount		Effective Date	Maturity Date	Fair Value
Bank of America, N.A.	$	100,000	1/9/2019	1/9/2021	$	(1,317	)
U.S. Bank N.A.	$	100,000	3/1/2016	3/1/2023	$	279
Wells Fargo Bank, N.A.	$	50,000	5/2/2016	3/1/2023	$	155

The effective portion of changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded as accumulated other comprehensive income and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. During the next twelve months, we estimate that $1.3 million will be reclassified as a decrease to interest expense.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative.  This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities.  The fair value of the interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. 

NOTE 9. PARTNERS' CAPITAL OF AMERICAN ASSETS TRUST, L.P.

As of December 31, 2019, the Operating Partnership had 16,390,548 common units (the “Noncontrolling Common Units”) outstanding. American Assets Trust, Inc. owned 78.5% of the Operating Partnership at December 31, 2019. The remaining 21.5% of the partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. Common units and shares of the company's common stock have essentially the same economic characteristics in that common units and shares of the company's common stock share equally in the total net income or loss distributions of the Operating Partnership.

American Assets Trust, Inc. is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the company effectively controls the ability to issue common stock of American Assets Trust, Inc. upon a limited partner’s notice of redemption. Investors who own common units have the right to cause the Operating Partnership to redeem any or all of their common units for cash equal to the then-current market value of one share of the company's common stock, or, at the company's election, shares of the company's common stock on a one-for-one basis. In addition, American Assets Trust, Inc. has generally acquired common units upon a limited partner’s notice of redemption in exchange for shares of the company's common stock. The redemption provisions of common units owned by limited partners that permit the Operating Partnership to settle in either cash or common stock at the option of the company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these common units meet the requirements to qualify for presentation as permanent equity.

During the years ended December 31, 2019, 2018 and 2017, approximately 787,060, 17,372 and 693,842, respectively, common units were converted into shares of the company's common stock.

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NOTE 10. EQUITY OF AMERICAN ASSETS TRUST, INC.

Stockholders' Equity

On May 6, 2013, we entered into an at-the-market (“ATM”) equity program with four sales agents pursuant to which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $150.0 million. We completed $150.0 million of issuances under such ATM program on May 21, 2015. On May 27, 2015, we entered into a new ATM equity program with five sales agents under which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $250.0 million. The sales of shares of our common stock made through the ATM equity program are made in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended. For the year ended December 31, 2019, we issued 946,552 shares of common stock through the ATM equity program at a weighted average price per share of $46.04 for gross proceeds of $43.6 million and paid $0.4 million in sales agent compensation and $0.5 million in additional offering expenses related to the sales of these shares of common stock.

We intend to use the net proceeds from the ATM equity program to fund our development or redevelopment activities, repay amounts outstanding from time to time under our revolving line of credit or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes. As of December 31, 2019, we had the capacity to issue up to an additional $132.6 million in shares of our common stock under our ATM equity program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under the active ATM equity program.

In June 2019, we issued and sold 10,925,000 shares of common stock in an underwritten public offering. The shares of

common stock that we issued and sold included the full exercise of the underwriters' option to purchase 1,425,000 additional

shares. We received net proceeds of approximately $472.6 million, after deducting underwriting discounts, commissions and

offering expenses.

Preferred Stock Authorized Shares

We have been authorized to issue 10,000,000 shares of preferred stock with a par value of $0.01, of which no shares were outstanding at December 31, 2019. Upon issuance, our board of directors has the ability to define the terms of the preferred shares, including voting rights, liquidation preferences, conversion and redemption provisions and dividend rates. 

Dividends

The following table lists the dividends declared and paid on our shares of common stock and Noncontrolling Common Units for the years ended December 31, 2019, 2018 and 2017:

Period	Amount per Share/Unit		Period Covered	Dividend Paid Date
First Quarter 2017	$	0.26	January 1, 2017 to March 31, 2017	March 30, 2017
Second Quarter 2017	$	0.26	April 1, 2017 to June 30, 2017	June 29, 2017
Third Quarter 2017	$	0.26	July 1, 2017 to September 30, 2017	September 28, 2017
Fourth Quarter 2017	$	0.27	October 1, 2017 to December 31, 2017	December 21, 2017
First Quarter 2018	$	0.27	January 1, 2018 to March 31, 2018	March 19, 2018
Second Quarter 2018	$	0.27	April 1, 2018 to June 30, 2018	June 28, 2018
Third Quarter 2018	$	0.27	July 1, 2018 to September 30, 2018	September 27, 2018
Fourth Quarter 2018	$	0.28	October 1, 2018 to December 31, 2018	December 27, 2018
First Quarter 2019	$	0.28	January 1, 2019 to March 31, 2019	March 28, 2019
Second Quarter 2019	$	0.28	April 1, 2019 to June 30, 2019	June 27, 2019
Third Quarter 2019	$	0.28	July 1, 2019 to September 30, 2019	September 26, 2019
Fourth Quarter 2019	$	0.30	October 1, 2019 to December 31, 2019	December 26, 2019

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Taxability of Dividends

Earnings and profits, which determine the taxability of distributions to stockholders and holders of common units, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation. A summary of the income tax status of dividends per share paid is as follows:

	Year Ended December 31,
	2019				2018				2017
	Per Share		%		Per Share		%		Per Share		%
Ordinary income	$	1.09	95.6	%	$	1.05	96.3	%	$	1.05	100.0	%
Capital gain	—		—	%	—		—	%	—		—	%
Return of capital	0.05		4.4	%	0.04		3.7	%	—		—	%
Total	$	1.14	100.0	%	$	1.09	100.0	%	$	1.05	100.0	%

Stock-Based Compensation

The company has established the 2011 Equity Incentive Award Plan (the "2011 Plan"), which provides for grants to directors, employees and consultants of the company and the Operating Partnership of stock options, restricted stock, dividend equivalents, stock payments, performance shares, LTIP units, stock appreciation rights and other incentive awards. An aggregate of 4,054,411 shares of our common stock are authorized for issuance under awards granted pursuant to the 2011 Plan, and as of December 31, 2019, 2,422,181 shares of common stock remain available for future issuance.

The following shares of restricted common stock have been issued as of December 31, 2019:

Grant	Fair Value at Grant Date	Number
June 13, 2017 (1)	$40.99	4,880
December 15, 2017 (2)	$27.27	145,218
June 12, 2018 (1)	$37.58	5,320
December 6, 2018 (3)	$25.68 - $28.18	199,790
June 11, 2019 (1)	$45.35	4,412
December 9, 2019 (4)	$28.06 - $30.97	168,596

(1) Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.

(2) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on performance calculations determined as of November 30, 2018, subject to the employee's continued employment on November 30, 2018, 2019 and 2020.

(3) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2019, 2020 and 2021, subject to the employee's continued employment on those dates.

(4) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2020, 2021 and 2022, subject to the employee's continued employment on those dates.

For the performance-based stock awards, the fair value of the awards was estimated using a Monte Carlo Simulation model. Our stock price, along with the stock prices of the group of peer REITs, is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the stock price of the company and the group REITs were estimated based on a three year look-back period. The expected growth rate of the stock prices over the “derived service period” of the employee is determined with consideration of the risk free rate as of the grant date. For the restricted stock grants that are time-vesting, we estimate the stock compensation expense based on the fair value of the stock at the grant date.

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The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2019:

	2019
	Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	342,093		$	28.33
Granted	173,008		29.99
Vested	(99,304	)	28.23
Forfeited	(70,644	)	30.44
Balance at end of year	345,153		$	28.75

We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $4.5 million, $3.0 million and $4.7 million in noncash compensation expense for the years ended December 31, 2019, 2018 and 2017, respectively, each of which is included in general and administrative expense on the statement of income. Unrecognized compensation expense was $7.1 million at December 31, 2019, which will be recognized over a weighted-average period of 1.6 years.

Earnings Per Share

We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating security is calculated according to dividends declared and participation rights in undistributed earnings. For the years ended December 31, 2019, 2018 and 2017, we had a weighted average of approximately 330,197 shares, 271,905 shares and 230,602 unvested shares outstanding, respectively, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares.

Diluted EPS is calculated by dividing the net income attributable to common stockholders for the period by the weighted average number of common and dilutive instruments outstanding during the period using the treasury stock method. For the year ended December 31, 2019, diluted shares exclude incentive restricted stock as these awards are considered contingently issuable. Additionally, the unvested restricted stock awards subject to time vesting are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

Earnings Per Unit of the Operating Partnership

Basic earnings (loss) per unit (“EPU”) of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted average Operating Partnership units outstanding, as adjusted for the effect of participating securities. Operating Partnership units granted in equity-based payment transactions are considered participating securities prior to vesting. The impact of unvested Operating Partnership unit awards on EPU has been calculated using the two-class method whereby earnings are allocated to the unvested Operating Partnership unit awards based on distributions and the unvested Operating Partnership units’ participation rights in undistributed earnings (losses).

The calculation of diluted earnings per unit for the year ended December 31, 2019, 2018 and 2017 does not include 330,197 units, 271,905 units, and 230,602 unvested weighted average Operating Partnership units, respectively, as these equity securities are either considered contingently issuable or the effect of including these equity securities was anti-dilutive.

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The computation of basic and diluted EPS for American Assets Trust, Inc. is presented below (dollars in thousands, except share and per share amounts):

	Year Ended December 31,
	2019			2018			2017
NUMERATOR
Net income	$	60,188		$	27,202		$	40,132
Less: Net income attributable to restricted shares	(381		)	(311		)	(241		)
Less: Income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to common stockholders—basic	$	45,718		$	19,686		$	29,077
Income attributable to American Assets Trust, Inc. common stockholders—basic	$	45,718		$	19,686		$	29,077
Plus: Income attributable to unitholders in the Operating Partnership	14,089			7,205			10,814
Net income attributable to common stockholders—diluted	$	59,807		$	26,891		$	39,891
DENOMINATOR
Weighted average common shares outstanding—basic	54,110,949			46,950,812			46,715,520
Effect of dilutive securities—conversion of Operating Partnership units	16,675,183			17,185,747			17,371,730
Weighted average common shares outstanding—diluted	70,786,132			64,136,559			64,087,250
Earnings per common share, basic	$	0.84		$	0.42		$	0.62
Earnings per common share, diluted	$	0.84		$	0.42		$	0.62

NOTE 11. INCOME TAXES

We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2011. As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. Taxable income from non-REIT activities managed through our TRS is subject to federal and state income taxes.

We lease our hotel property to a wholly owned TRS that is subject to federal and state income taxes. We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases. Additionally, we classify certain state taxes as income taxes for financial reporting purposes in accordance with ASC Topic 740, Income Taxes.

A deferred tax liability is included in our consolidated balance sheets of $0.3 million and $0.1 million as of December 31, 2019 and 2018, respectively, in relation to real estate asset basis differences and prepaid expenses for our TRS.

The income tax provision included in other income (expense) on the consolidated statement of income is as follows (in thousands):

	Year Ended December 31,
	2019			2018			2017
Current:
Federal	$	48		$	60		$	—
State	625			465			422
Deferred:
Federal	$	237		$	(6	)	$	—
State	(91		)	(192		)	(208		)
Provision for income taxes	$	819		$	327		$	214

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NOTE 12. COMMITMENTS AND CONTINGENCIES

Legal

We are sometimes involved in various disputes, lawsuits, warranty claims, environmental and other matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.

We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the operation of the properties by the tenant.

Commitments

See Footnote 13 for description of our leases, as a lessee.

We have management agreements with Outrigger Hotels & Resorts or an affiliate thereof (“Outrigger”) pursuant to which Outrigger manages each of the retail and hotel portions of the Waikiki Beach Walk property. Under the management agreement with Outrigger relating to the retail portion of Waikiki Beach Walk (the “retail management agreement”), we pay Outrigger a monthly management fee of 3.0% of net revenues from the retail portion of Waikiki Beach Walk. Pursuant to the terms of the retail management agreement, if the agreement is terminated in certain instances, including our election not to repair damage or destruction at the property, a condemnation or our failure to make required working capital infusions, we would be obligated to pay Outrigger a termination fee equal to the sum of the management fees paid for the two months immediately preceding the termination date. The retail management agreement may not be terminated by us or by Outrigger without cause. Under our management agreement with Outrigger relating to the hotel portion of Waikiki Beach Walk (the “hotel management agreement”), we pay Outrigger a monthly management fee of 6.0% of the hotel's gross operating profit, as well as 3.0% of the hotel's gross revenues; provided that the aggregate management fee payable to Outrigger for any year shall not exceed 3.5% of the hotel's gross revenues for such fiscal year. Pursuant to the terms of the hotel management agreement, if the agreement is terminated in certain instances, including upon a transfer by us of the hotel or upon a default by us under the hotel management agreement, we would be required to pay a cancellation fee calculated by multiplying (1) the management fees for the previous 12 months by (2) (a) eight, if the agreement is terminated in the first 11 years of its term, or (b) four, three, two or one, if the agreement is terminated in the twelfth, thirteenth, fourteenth or fifteenth year, respectively, of its term. The hotel management agreement may not be terminated by us or by Outrigger without cause.

A wholly owned subsidiary of our Operating Partnership, WBW Hotel Lessee LLC, entered into a franchise license agreement with Embassy Suites Franchise LLC, the franchisor of the brand “Embassy Suites™,” to obtain the non-exclusive right to operate the hotel under the Embassy Suites brand for 20 years. The franchise license agreement provides that WBW Hotel Lessee LLC must comply with certain management, operational, record keeping, accounting, reporting and marketing standards and procedures. In connection with this agreement, we are also subject to the terms of a product improvement plan pursuant to which we expect to undertake certain actions to ensure that our hotel's infrastructure is maintained in compliance with the franchisor's brand standards. In addition, we must pay to Embassy Suites Franchise LLC a monthly franchise royalty fee equal to 4.0% of the hotel's gross room revenue through December 2021 and 5.0% of the hotel's gross room revenue thereafter, as well as a monthly program fee equal to 4.0% of the hotel's gross room revenue. If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which could be as high as $7.6 million based on operating performance through December 31, 2019.

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Our Del Monte Center property has ongoing environmental remediation related to ground water contamination. The environmental issue existed at purchase and is currently in the final stages of remediation. The final stages of the remediation will include routine, long term ground monitoring by the appropriate regulatory agency over the next five years to seven years years. The work performed is financed through an escrow account funded by the seller upon our purchase of the Del Monte Center. We believe the funds in the escrow account are sufficient for the remaining work to be performed. However, if further work is required costing more than the remaining escrow funds, we could be required to pay such overage, although we may have a contractual claim for such costs against the prior owner or our environmental remediation consultant.

As of December 31, 2019, the company accrued approximately $6.6 million for transfer taxes in connection with its Offering. The company believes that it has filed all necessary forms with the requisite taxing authorities.

Concentrations of Credit Risk

Our properties are located in Southern California, Northern California, Hawaii, Oregon, Texas and Washington. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate. Fifteen of our consolidated properties, representing 37.6% of our total revenue for the year ended December 31, 2019, are located in Southern California, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Our mixed-use property located in Honolulu, Hawaii accounted for 17.3% of total revenues for the year ended December 31, 2019.

Tenants in the retail industry accounted for 29.3% and 31.9% of total revenues for the years December 31, 2019 and 2018, respectively. This makes us susceptible to demand for retail rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the retail industry. Two retail properties, Alamo Quarry Market and Waikele Center, accounted for 10.0% and 11.7% of total revenues for the years ended December 31, 2019 and 2018, respectively.

Tenants in the office industry accounted for 39.5% and 34.0% of total revenues for the years December 31, 2019 and 2018, respectively. This makes us susceptible to demand for office rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the office industry.

For the years ended December 31, 2019 and 2018, no tenant accounted for more than 10.0% of our total rental revenue. At December 31, 2019, LPL Holdings, Inc. at La Jolla Commons accounted for 7.5% of total annualized base rent. Three other tenants (Google LLC, Autodesk, Inc., and Lowe's) comprise 13.9% of our total annualized base rent at December 31, 2019, in the aggregate. No other tenants represent greater than 2.0% of our total annualized base rent. Total annualized base rent used for the percentage calculations includes the annualized base rent as of December 31, 2019 for our office properties, retail properties and the retail portion of our mixed-use property.

NOTE 13. LEASES

Lessor Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

Our leases with office, retail, mixed-use and residential tenants are classified as operating leases. Leases at our office and retail properties and the retail portion of our mixed-use property generally range from three years to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for cost recoveries for the tenant’s share of certain operating costs. Our leases may also include variable lease payments in the form of percentage rents based on the tenant’s level of sales achieved in excess of a breakpoint threshold. Leases on apartments generally range from seven months to fifteen months, with a majority having 12 months lease terms. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.

Leases at our office and retail properties and the retail portion of our mixed-use property may contain lease extension options, at our lessee's discretion. The extension options are generally for 3 to 10 years and contain primarily rent at fixed rates or the prevailing market rent. The extension options are generally exercisable 6 to 12 months prior to the expiration of the lease and require the lessee to not be in default of the lease terms.

We attempt to maximize the amount we expect to derive from the underlying real estate property following the end of a lease, to the extent it is not extended.  We maintain a proactive leasing and capital improvement program that, combined with

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the quality and locations of our properties, has made our properties attractive to tenants. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. 

At December 31, 2019, our retail, office and mixed-use properties are located in five states: California, Oregon, Hawaii, Washington and Texas. At December 31, 2019, we had approximately 861 leases with office and retail tenants, including the retail portion of our mixed-use property. Our multifamily properties are located in Southern California and Portland, Oregon, and we had approximately 1,849 leases with residential tenants at December 31, 2019, excluding Santa Fe Park RV Resort.

As of December 31, 2019, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows for the years ended December 31 (in thousands):

2020	$	216,969
2021	212,728
2022	196,345
2023	175,686
2024	146,164
Thereafter	523,183
Total	$	1,471,075

The above future minimum rentals exclude residential leases, which are typically range from seven months to fifteen months, and exclude the hotel, as rooms are rented on a nightly basis.  

Lessee Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark at One Market under an operating lease effective through June 30, 2021, which we have the option to extend until 2031 by way of two five years extension options (the "Annex Lease"). The lease payments under the extension options provided for under the Annex Lease will be equal to the fair rental value at the time the extension option is exercised. The extension options are not included in the calculation of the right-of-use asset or lease liability due to electing the practical expedient to not reassess the lease term of existing leases.

At Waikiki Beach Walk, we lease a portion of the building of which Quiksilver is currently in possession, under an operating lease effective through December 31, 2021.

Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments.

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Current annual payments under the operating leases are as follows, as of December 31, 2019 (in thousands): 

Year Ending December 31,
2020	$	3,422
2021	2,153
2022	—
2023	—
2024	—
Thereafter	—
Total lease payments	$	5,575
Imputed interest	$	(195	)
Present value of lease liability	$	5,380

Lease costs under the operating leases are as follows (in thousands):    

	Year Ended December 31,
	2019
Operating lease cost	$	3,334
Variable lease cost	—
Sublease income	(3,098		)
Total lease (income) cost	$	236
Weighted-average remaining lease term - operating leases (in years)	1.7
Weighted-average discount rate - operating leases	4.13		%

Supplemental cash flow information and non-cash activity related to our operating leases are as follow (in thousands):

	Year Ended December 31,
	2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	3,347
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	7,661

Subleases

At The Landmark at One Market, we (as sublandlord) sublease the Annex Lease building under operating leases effective through December 31, 2029. The subleases contain extension options, subject to our ability to extend the Annex Lease, that can extend the subleases through December 31, 2039 at the fair rental value at the time the extension option is exercised.

At Waikiki Beach Walk, we (as sublandlord) sublease a portion of the building to Quiksilver under an operating lease effective through December 31, 2021.

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NOTE 14. COMPONENTS OF RENTAL INCOME AND EXPENSE

The principal components of rental income are as follows (in thousands): 

    

	Year Ended December 31,
	2019		2018		2017
Minimum rents
Office	$	136,118	$	95,081	$	93,128
Retail	99,601		77,147		76,201
Multifamily	47,448		46,897		40,217
Mixed-Use	15,702		11,019		10,564
Cost reimbursement	—		34,584		34,267
Percentage rent	2,476		3,149		3,214
Hotel revenue	40,297		40,049		39,545
Other	2,223		1,611		1,667
Total rental income	$	343,865	$	309,537	$	298,803

Minimum rents include $3.2 million, $2.4 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $3.8 million, $3.6 million and $3.3 million for the years ended December 31, 2019, 2018 and 2017, respectively, to recognize the amortization of above and below market leases.

The principal components of rental expenses are as follows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Rental operating	$	38,331	$	37,322	$	34,944
Hotel operating	24,522		24,030		24,254
Repairs and maintenance	17,035		13,486		13,136
Marketing	2,538		2,108		2,053
Rent	3,372		3,216		3,119
Hawaii excise tax	4,160		4,333		4,454
Management fees	2,009		1,987		2,046
Total rental expenses	$	91,967	$	86,482	$	84,006

NOTE 15. OTHER INCOME (EXPENSE)

The principal components of other income (expense), net are as follows (in thousands):

    

	Year Ended December 31,
	2019			2018			2017
Interest and investment income	$	696		$	238		$	548
Income tax expense	(819		)	(327		)	(214		)
Other non-operating income	1			4			—
Total other income (expense)	$	(122	)	$	(85	)	$	334

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NOTE 16. RELATED PARTY TRANSACTIONS

At Torrey Reserve Campus, we previously leased space to ICW, an entity owned and controlled by Ernest Rady. Rental revenue recognized on the leases of $0.0 million, $0.1 million and $0.1 million for the years ended December 31, 2019, 2018 and 2017, respectively, is included in rental income. Additionally, on July 1, 2014, we entered into a workers' compensation insurance policy with ICW. The policy premium was approximately $0.4 million for the period July 1, 2014 through July 1, 2015. We renewed this policy with ICW on July 1, 2015 and the premium was approximately $0.2 million for the period July 1, 2015 through July 1, 2016. We renewed this policy with ICW on July 1, 2016 and the premium was approximately $0.2 million for the period July 1, 2016 through July 1, 2017. We renewed this policy with ICW on June 30, 2017 and the premium is approximately $0.2 million for the period July 1, 2017 through July 1, 2018. We did not renew this policy with ICW during the second quarter of 2018 and commencing July 1, 2018, we entered into a workers' compensation policy with an unaffiliated third-party insurer.

During the first quarter of 2019, we terminated the lease agreement with American Assets, Inc. ("AAI"), an entity owned and controlled by Mr. Rady, and entered into a new lease agreement with AAI for office space at Torrey Reserve Campus. Rents commenced on March 1, 2019 for an initial lease term of three years at an average annual rental rate of $0.2 million. Rental revenue recognized on the leases of $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.

At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Ernest Rady. Rent revenue recognized on the lease of $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.

On occasion, the company utilizes aircraft services provided by AAI Aviation, Inc. ("AAIA"), an entity owned and controlled by Ernest Rady. For the years ending December 31, 2019, 2018 and 2017, we incurred approximately $0.2 million, $0.1 million and $0.1 million, respectively, of expenses related to aircraft services of AAIA or reimbursement to Mr. Rady (or his trust) for use of the aircraft owned by AAIA. These expenses are recorded as general and administrative expenses in our consolidated statements of comprehensive income.

As of December 31, 2019, Mr. Rady and his affiliates owned approximately 12.6% of our outstanding common stock and 19.5% of our outstanding common units, which together represent an approximate 32% beneficial interest in our company on a fully diluted basis.

The Waikiki Beach Walk entities have a 47.7% investment in WBW CHP LLC, an entity that was formed to, among other things, construct a chilled water plant to provide air conditioning to the property and other adjacent facilities. The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $1.1 million, $1.1 million and $1.0 million were made for the years ended December 31, 2019, 2018 and 2017, respectively, and included in rental expenses on the statements of income.

NOTE 17. SEGMENT REPORTING

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. However, we have aggregated our properties into reportable segments as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies.

We operate in four business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel.

We evaluate the performance of our segments based on segment profit which is defined as property revenue less property expenses. We do not use asset information as a measure to assess performance and make decisions to allocate resources. Therefore, depreciation and amortization expense is not allocated among segments. General and administrative expenses,

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interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level.

Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate segment profit in the same manner. We consider segment profit to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our properties.

The following table represents operating activity within our reportable segments (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total Office
Property revenue	144,683			112,362			105,694
Property expense	(42,234		)	(33,860		)	(33,120		)
Segment profit	102,449			78,502			72,574
Total Retail
Property revenue	$	107,604		$	105,552		$	103,968
Property expense	(30,633		)	(30,078		)	(28,524		)
Segment profit	76,971			75,474			75,444
Total Multifamily
Property revenue	51,066			50,627			43,533
Property expense	(20,863		)	(20,441		)	(17,898		)
Segment profit	30,203			30,186			25,635
Total Mixed-Use
Property revenue	63,388			62,326			61,788
Property expense	(38,250		)	(37,076		)	(37,135		)
Segment profit	25,138			25,250			24,653
Total segments’ profit	$	234,761		$	209,412		$	198,306

 The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total segments' profit	$	234,761		$	209,412		$	198,306
General and administrative	(24,871		)	(22,784		)	(21,382		)
Depreciation and amortization	(96,205		)	(107,093		)	(83,278		)
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
Net income	60,188			27,202			40,132
Net income attributable to restricted shares	(381		)	(311		)	(241		)
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to American Assets Trust, Inc. stockholders	$	45,718		$	19,686		$	29,077

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The following table shows net real estate and secured note payable balances for each of the segments, along with their capital expenditures for each year (in thousands):

	December 31, 2019		December 31, 2018
Net real estate
Office	$	1,317,854	$	822,574
Retail	624,912		628,734
Multifamily	401,152		412,042
Mixed-Use	179,557		176,503
	$	2,523,475	$	2,039,853
Secured Notes Payable (1)
Office	$	127,768	$	147,757
Retail	34,235		35,008
	$	162,003	$	182,765
Capital Expenditures (2)
Office	$	64,549	$	45,192
Retail	22,844		14,219
Multifamily	3,711		3,659
Mixed-Use	8,490		1,277
	$	99,594	$	64,347

(1) Excludes unamortized debt issuance costs of $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively.

(2) Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.

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NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The tables below reflect selected American Assets Trust, Inc. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income loss attributable to unitholders in the Operating Partnership	(3,536		)	(3,565		)	(2,933		)	(4,055		)
Net income attributable to American Assets Trust, Inc. stockholders	$	12,845		$	12,862		$	8,916		$	11,095
Net income per share attributable to common stockholders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net (income) loss attributable to unitholders in the Operating Partnership	(2,440		)	(3,806		)	(1,125		)	166
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$	6,673		$	10,394		$	3,072		$	(453	)
Net income (loss) per share attributable to common stockholders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

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The tables below reflect selected American Assets Trust, L.P. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income attributable to American Assets Trust, L.P. unit holders	$	16,381		$	16,427		$	11,849		$	15,150
Net income per unit attributable to unit holders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net income (loss) attributable to American Assets Trust, L.P. unit holders	$	9,113		$	14,200		$	4,197		$	(619	)
Net income per unit attributable to common unit holders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

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American Assets Trust, Inc. and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation

(In Thousands)

	Encumbrance as of December 31, 2019		Initial Cost				Cost Capitalized Subsequent to Acquisition			Gross Carrying Amount at December 31, 2019				Accumulated Depreciation and Amortization			Year Built/ Renovated	Date Acquired	Life on which depreciation in latest income statements is computed
Description			Land		Building and Improvements					Land		Building and Improvements
Alamo Quarry Market	$	—	$	26,396	$	109,294	$	18,142		$	26,816	$	127,016	$	(61,257	)	1997/1999	12/9/2003	35 years
Carmel Country Plaza	—		4,200		—		12,899			4,200		12,899		(8,675		)	1991	1/10/1989	35 years
Carmel Mountain Plaza	—		22,477		65,217		38,563			31,034		95,223		(44,156		)	1994/2014	3/28/2003	35 years
Del Monte Center	—		27,412		87,570		34,379			27,117		122,244		(66,204		)	1967/1984/2006	4/8/2004	35 years
Gateway Marketplace	—		17,363		21,644		1,097			17,363		22,741		(2,040		)	1997/2016	7/6/2017	35 years
Geary Marketplace	—		8,239		12,353		171			8,239		12,524		(2,800		)	2012	12/19/2012	35 years
Hassalo on Eighth - Retail	—		—		—		28,364			597		27,767		(5,106		)	2015	7/1/2011	35 years
Lomas Santa Fe Plaza	—		8,600		11,282		13,805			8,620		25,067		(17,166		)	1972/1997	6/12/1995	35 years
The Shops at Kalakaua	—		13,993		10,817		(6		)	14,006		10,798		(4,674		)	1971/2006	3/31/2005	35 years
Solana Beach Towne Centre	34,235		40,980		38,842		4,222			40,980		43,064		(12,291		)	1973/2000/2004	1/19/2011	35 years
South Bay Marketplace	—		4,401		—		12,760			4,401		12,760		(7,695		)	1997	9/16/1995	35 years
Waikele Center	—		55,593		126,858		41,174			70,643		152,982		(62,126		)	1993/2008	9/16/2004	35 years
City Center Bellevue	111,000		25,135		190,998		46,320			25,135		237,318		(52,543		)	1987	8/21/2012	40 years
First & Main	—		14,697		109,739		7,708			14,697		117,447		(32,259		)	2010	3/11/2011	40 years
The Landmark at One Market	—		34,575		141,196		13,351			34,575		154,547		(36,102		)	1917/2000	6/30/2010	40 years
Lloyd District Portfolio	—		18,660		61,401		90,191			11,845		158,407		(34,828		)	1940-2015	7/1/2011	40 years
One Beach Street	—		15,332		18,017		3,353			15,332		21,370		(5,716		)	1924/1972/1987/1992	1/24/2012	40 years
Solana Beach Corporate Centre:
Solana Beach Corporate Centre I-II	10,270		7,111		17,100		6,876			7,111		23,976		(6,515		)	1982/2005	1/19/2011	40 years
Solana Beach Corporate Centre III-IV	—		7,298		27,887		4,448			7,298		32,335		(8,429		)	1982/2005	1/19/2011	40 years
Solana Beach Corporate Centre Land	—		487		—		60			547		—		—			N/A	1/19/2011	N/A
Torrey Reserve Campus:
Torrey Plaza	—		4,095		—		52,130			5,408		50,817		(18,440		)	1996-1997/2014	6/6/1989	40 years
Pacific North Court	—		3,263		—		26,182			4,309		25,136		(12,015		)	1997-1998	6/6/1989	40 years
Pacific South Court	—		3,285		—		39,489			4,226		38,548		(14,733		)	1996-1997	6/6/1989	40 years
Pacific VC	6,498		1,413		—		10,154			2,148		9,419		(5,234		)	1998/2000	6/6/1989	40 years
Pacific Torrey Daycare	—		715		—		1,914			911		1,718		(939		)	1996-1997	6/6/1989	40 years
Torrey Reserve Building 6	—		—		—		8,006			682		7,324		(1,787		)	2013	6/6/1989	40 years
Torrey Reserve Building 5	—		—		—		4,010			1,017		2,993		(358		)	2014	6/6/1989	40 years
Torrey Reserve Building 13 & 14	—		—		—		15,916			2,188		13,728		(1,981		)	2015	6/6/1989	40 years
Torrey Point	—		2,073		741		45,229			5,050		42,993		(1,655		)	2018	5/9/1997	40 years
La Jolla Commons
La Jolla Commons I-II	—		62,312		393,662		882			62,312		394,544		(8,060		)	2008-2014	6/20/2019	40 years
La Jolla Commons Land	—		20,446		—		1,592			20,446		1,592		—			N/A	6/20/2019	N/A
Imperial Beach Gardens	—		1,281		4,820		5,049			1,281		9,869		(8,209		)	1959/2008	7/31/1985	30 years
Loma Palisades	—		14,000		16,570		28,085			14,052		44,603		(29,226		)	1958/2001-2008	7/20/1990	30 years
Mariner’s Point	—		2,744		4,540		1,695			2,744		6,235		(3,683		)	1986	5/9/2001	30 years
Santa Fe Park RV Resort	—		401		928		1,061			401		1,989		(1,515		)	1971/2007-2008	6/1/1979	30 years
Pacific Ridge Apartments	—		47,971		178,497		1,643			47,971		180,140		(17,930		)	2013	4/28/2017	30 years
Hassalo on Eighth - Multifamily	—		—		—		178,075			6,219		171,856		(25,645		)	2015	7/1/2011	30 years

F-53

American Assets Trust, Inc. and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation

(In Thousands)

	Encumbrance as of December 31, 2019		Initial Cost				Cost Capitalized Subsequent to Acquisition		Gross Carrying Amount at December 31, 2019				Accumulated Depreciation and Amortization			Year Built/ Renovated	Date Acquired	Life on which depreciation in latest income statements is computed
Description			Land		Building and Improvements				Land		Building and Improvements
Waikiki Beach Walk:
Retail	—		45,995		74,943		851		45,995		75,794		(21,039		)	2006	1/19/2011	35 years
Hotel	—		30,640		60,029		10,329		30,640		70,358		(22,191		)	2008/2014	1/19/2011	35 years
	$	162,003	$	593,583	$	1,784,945	$	810,169	$	628,556	$	2,560,141	$	(665,222	)

(1) For Federal tax purposes, the aggregate tax basis is approximately $2.4 billion as of December 31, 2019.

F-54

American Assets Trust, Inc. and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation -(Continued)

(In Thousands)

 

	Year Ended December 31,
	2019			2018			2017
Real estate assets
Balance, beginning of period	$	2,630,191		2,614,138			2,301,006
Additions:
Property acquisitions	476,421			—			270,602
Improvements	101,285			62,790			44,755
Deductions:
Cost of Real Estate Sold	(8,845		)	—			—
Other (1)	(10,355		)	(46,737		)	(2,225		)
Balance, end of period	$	3,188,697		$	2,630,191		$	2,614,138
Accumulated depreciation
Balance, beginning of period	$	590,338		$	537,431		$	469,460
Additions—depreciation	85,428			99,644			70,196
Deductions:
Cost of Real Estate Sold	(189		)	—			—
Other (1)	(10,355		)	(46,737		)	(2,225		)
Balance, end of period	$	665,222		$	590,338		$	537,431

(1) Other deductions for the years ended December 31, 2019, 2018 and 2017 represent the write-off of fully depreciated assets.

F-55

EX-4.2

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

References to “we,” “us,” “our,” or “the company” mean, unless the context indicates otherwise, American Assets Trust, Inc., not including any of the entities/subsidiaries owned or controlled by American Assets Trust, Inc. When we refer to the company’s “Charter,” we mean the company’s articles of incorporation, as amended, supplemented and restated from time to time. When we refer to our “operating partnership” we mean American Assets Trust, L.P.

Description of Capital Stock

The following is a summary of the general terms of the company’s common stock. This description is not complete and is subject to, and qualified in its entirety by reference to, the Maryland General Corporation Law (or “MGCL”) and our Charter and Bylaws, copies of which are exhibits to this Annual Report on Form 10-K.

General

As of December 31, 2019, the total number of shares of stock of all classes which the company has authority to issue is 500,000,000 shares, consisting of 490,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. Our Charter authorizes the Board of Directors of the Company (the “Board of Directors”), with the approval of a majority of the entire Board of Directors and without any action by our stockholders, to amend our Charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of any class or series of our stock that we have the authority to issue.

Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

Common Stock

Dividends

Subject to the preferential rights of holders of any other class or series of our stock and to the provisions of our Charter regarding the restrictions on ownership and transfer of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by the Board of Directors out of assets legally available therefor and declared by us and to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all known debts and liabilities of our company..

Voting Rights

Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of our stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and the holders of shares of our common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the votes cast in the election of directors.

Other Rights

Holders of shares of our common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any securities of our company. Our Charter provides that our stockholders generally have no appraisal rights unless the Board of Directors determines prospectively that appraisal rights will apply to one or more transactions in which holders of our common stock would otherwise be entitled to exercise appraisal rights. Subject to the provisions of our Charter regarding the restrictions on ownership and transfer of our stock, holders of our common stock will have equal dividend, liquidation and other rights.

Liquidation Rights

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert, consolidate, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our Charter provides for approval of any of these matters by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on such matters, except that the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors is required to remove a director and the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on such matter is required to amend the provisions of our Charter relating to the removal of directors, specifying that our stockholders may act without a meeting only by unanimous consent, or specifying the vote required to amend such provisions. Maryland law also permits a Maryland corporation to transfer all or substantially all of its assets without the approval of its stockholders to an entity if all of the equity interests of the entity are owned, directly or indirectly, by the corporation. Because our operating assets may be held by our operating partnership or its subsidiaries, these subsidiaries may be able to merge or transfer all or substantially all of their assets without the approval of our stockholders.

Undesignated Stock

Our Charter authorizes the Board of Directors to reclassify any unissued shares of our common stock into other classes or series of stock, to establish the designation and number of shares of each such class or series and to set, subject to the provisions of our Charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions for redemption of each such class or series.

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of stock (after taking into account options to acquire shares of stock) may be owned, directly, indirectly or through application of certain attribution rules by five or fewer individuals (as defined in the Code to include certain entities such as private foundations) at any time during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our Charter contains restrictions on the ownership and transfer of our stock that are intended to assist us in complying with these requirements and continuing to qualify as a REIT. The relevant sections of our Charter provide that, subject to the exceptions described below, no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 7.275% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our common stock, or 7.275% in value of the aggregate of the outstanding shares of all classes and series of our stock, in each case excluding any shares of our common stock that are not treated as outstanding for federal income tax purposes. We refer to each of these restrictions as an “ownership limit” and collectively as the “ownership limits.” A person or entity that would have acquired actual, beneficial or constructive ownership of our stock but for the application of the ownership limits or any of the other restrictions on ownership and transfer of our stock discussed below is referred to as a “prohibited owner.”

The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 7.275% of our common stock (or the acquisition of an interest in an entity that owns, actually or constructively, our common stock) by an individual or entity, could, nevertheless cause that individual or entity, or another individual or entity, to own constructively in excess of 7.275% of our outstanding common stock and thereby violate the applicable ownership limit.

The Board of Directors, in its sole and absolute discretion, prospectively or retroactively, may exempt a person from either or both of the ownership limits if doing so would not result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT and our Board of Directors reasonably determines that such waiver will not cause or allow:

• five or fewer individuals to actually or beneficially own more than 49% in value of the aggregate of the outstanding shares of all classes and series of our stock; and

• subject to certain exceptions, us to own, actually or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of ours (or a tenant of an entity owned in whole or in part by us).

As a condition of the exception, our Board of Directors may require an opinion of counsel or Internal Revenue Service, or IRS, ruling, in either case in form and substance satisfactory to the Board of Directors, in its sole and absolute discretion, in order to determine or ensure our status as a REIT and such representations, covenants and undertakings from the person requesting the exception as are reasonably necessary or prudent to make the determinations above. The Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with such an exception.

In connection with past offerings of our common stock, the Board of Directors has granted to Mr. Rady (and certain of his affiliates) an exemption from the ownership limits that will allow him to own, in the aggregate, up to 19.9% in value or in number of shares, whichever is more restrictive, of our outstanding common stock, subject to various conditions and limitations.

In connection with a waiver of an ownership limit or at any other time, the Board of Directors may, in its sole and absolute discretion, increase or decrease one or both of the ownership limits for one or more persons, except that a decreased ownership limit will not be effective for any person whose actual, beneficial or constructive ownership of our stock exceeds the decreased ownership limit at the time of the decrease until the person’s actual, beneficial or constructive ownership of our stock equals or falls below the decreased ownership limit, although any further acquisition of our stock will violate the decreased ownership limit. The Board of Directors may not increase or decrease any ownership limit if, among other limitations, the new ownership limit would allow five or fewer persons to actually or beneficially own more than 49% in value of our outstanding stock or could otherwise cause us to fail to qualify as a REIT.

Our Charter provisions further prohibit:

• any person from actually, beneficially or constructively owning shares of our stock that could result in us being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT (including, but not limited to, actual, beneficial or constructive ownership of shares of our stock that could result in (i) us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code, or (ii) any manager of a “qualified lodging facility,” within the meaning of Section 856(d)(9)(D) of the Code, leased by us to one of our taxable REIT subsidiaries failing to qualify as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code, in each case if the income we derive from such tenant or such taxable REIT subsidiary, taking into account our other income that would not qualify under the gross income requirements of Section 856(c) of the Code, would cause us to fail to satisfy any of the gross income requirements imposed on REITs); and

• any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts or intends to acquire actual, beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the other restrictions on ownership and transfer of our stock described above must give written notice immediately to us or, in the case of a proposed or attempted transaction, provide us at least 15 days’ prior written notice, and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT.

The ownership limits and other restrictions on ownership and transfer of our stock described above will not apply if our Board of Directors determines that it is no longer in our best interest to attempt to qualify, or to continue to qualify, as a REIT or that compliance is no longer required in order for us to qualify as a REIT.

Pursuant to our Charter, if any purported transfer of our stock or any other event would otherwise result in any person violating the ownership limits or such other limit established by our Board of Directors, or could result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT, then that number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable organizations selected by us. The prohibited owner will have no rights in shares of our stock held by the trustee. The automatic transfer will be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the trust. Any dividend or other distribution paid to the prohibited owner prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction on ownership and transfer of our stock, then that transfer of the number of shares that otherwise would cause any person to violate the above restrictions will be void. If any transfer of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution), then any such purported transfer will be void and of no force or effect and the intended transferee will acquire no rights in the shares.

Shares of our stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share paid in the transaction that resulted in the transfer of the shares to the trust (or, in the event of a gift, devise or other such transaction, the last reported sale price on the NYSE on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (2) the last reported sale price on the NYSE on the date we accept, or our designee accepts, such offer. We must reduce the amount payable to the prohibited owner by the amount of dividends and other distributions paid to the prohibited owner and owed by the prohibited owner to the trustee and pay the amount of such reduction to the trustee for the benefit of the charitable beneficiary. We have the right to accept such offer until the trustee has sold the shares of our stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the prohibited owner, and any dividends or other distributions held by the trustee with respect to such stock will be paid to the charitable beneficiary.

If we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or persons designated by the trustee who could own the shares without violating the ownership limits or other restrictions on ownership and transfer of our stock. Upon such sale, the trustee must distribute to the prohibited owner an amount equal to the lesser of (1) the price paid by the prohibited owner for the shares (or, if the prohibited owner did not give value in connection with the transfer or other event that resulted in the transfer to the trust (e.g., a gift, devise or other such transaction), the last reported sale price on the NYSE on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (2) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee will reduce the amount payable to the prohibited owner by the amount of dividends and other distributions paid to the prohibited owner and owed by the prohibited owner to the trustee. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary, together with any dividends or other distributions thereon. In addition, if prior to discovery by us that shares of our stock have been transferred to the trustee, such shares of stock are sold by a prohibited owner, then such shares shall be deemed to have been sold on behalf of the trust and, to the extent that the prohibited owner received an amount for or in respect of such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount shall be paid to the trustee upon demand.

The trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the charitable beneficiary, all dividends and other distributions paid by us with respect to such shares, and may exercise all voting rights with respect to such shares for the exclusive benefit of the charitable beneficiary.

Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee may, at the trustee’s sole discretion:

• rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the trust; and

• recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.

However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.

If our Board of Directors determines in good faith that a proposed transfer or other event has taken place that violates the restrictions on ownership and transfer of our stock set forth in our Charter, our Board of Directors may take such action as it deems advisable in its sole discretion to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

Every owner of 5% or more (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of our stock, within 30 days after the end of each taxable year, must give written notice to us stating the name and address of such owner, the number of shares of each class and series of our stock that the owner beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s actual or beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, any person that is an actual owner, beneficial owner or constructive owner of shares of our stock and any person (including the stockholder of record) who is holding shares of our stock for an actual owner, beneficial owner or constructive owner must, on request, disclose to us such information as we may request in good faith in order to determine our status as a REIT and comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Any certificates representing shares of our stock will bear a legend referring to the restrictions on ownership and transfer of our stock described above.

These restrictions on ownership and transfer could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for our common stock that our stockholders believe to be in their best interest.

Listing

The common stock is listed on the New York Stock Exchange under the symbol “AAT.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Our Board of Directors

Our Charter and Bylaws provide that the number of directors of our company may be established, increased or decreased only by a majority of our entire Board of Directors but may not be fewer than the minimum number required under the MGCL nor, unless our Bylaws are amended, more than 15.

We have elected by a provision of our Charter to be subject to a provision of Maryland law requiring that, except as otherwise provided in the terms of any class or series of our stock, vacancies on our Board of Directors may be filled only by the remaining directors and that any individual elected to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor is duly elected and qualifies.

Removal of Directors

Our Charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our Charter) and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of

directors. This provision, when coupled with the exclusive power of our Board of Directors to fill vacant directorships, may preclude stockholders from removing incumbent directors except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain “business combinations” (including a merger, consolidation, share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Maryland law defines an interested stockholder as:

• any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or

• an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. In approving a transaction, however, a board of directors may provide that its approval is subject to compliance, at or after the time of the approval, with any terms and conditions determined by it.

After such five-year period, any such business combination must be recommended by the Board of Directors of the corporation and approved by the affirmative vote of at least:

• 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

• two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These supermajority approval requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our Board of Directors has, by board resolution, elected to opt out of the business combination provisions of the MGCL. However, our Board of Directors could opt to be subject to such business combination provisions in the future. Notwithstanding the foregoing, an alteration or repeal of this resolution will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.

Control Share Acquisitions

The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to any control shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors, generally, excluding shares of stock in a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (1) the person who made or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock that, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

• one-tenth or more but less than one-third;

• one-third or more but less than a majority; or

• a majority or more of all voting power.

Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved or, if no such meeting is held, as of the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to: (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions:

• a classified board,

• a two-thirds vote requirement to remove a director,

• a requirement that the number of directors be fixed only by the vote of the directors,

• a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred, or

• a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

We have elected by a provision in our Charter to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our Board of Directors. Through provisions in our Charter and Bylaws unrelated to Subtitle 8, we already (1) require a two-thirds vote for the removal of any director from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of directorships, subject to limitations set forth in our Charter and Bylaws, and (3) require, unless called by the chairman of our Board of Directors, our president, our chief executive officer or our Board of Directors, the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of stockholders. We have not elected to create a classified board. In the future, our Board of Directors may elect, without stockholder approval, to create a classified board or elect to be subject to one or more of the other provisions of Subtitle 8.

Amendments to Our Charter and Bylaws

Other than amendments to certain provisions of our charter described below and amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the charter, our Charter may

be amended only if such amendment is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. The provisions of our Charter relating to the removal of directors or specifying that our stockholders may act without a meeting only by unanimous consent, or the provision specifying the vote required to amend such provisions, may be amended only if such amendment is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all of the votes entitled to be cast on the matter. Our Board of Directors has the exclusive power to adopt, alter or repeal any provision of our Bylaws or to make new bylaws.

Transactions Outside the Ordinary Course of Business

We generally may not merge with or into, convert into or consolidate with another company, sell all or substantially all of our assets or engage in a statutory share exchange unless such transaction is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. In addition, to the extent that such a merger, conversion, consolidation, sale of assets of statutory share exchange would require the approval of our stockholders, such transaction may also require the approval of the limited partners of our operating partnership.

Dissolution of Our Company

The dissolution of our company must be declared advisable by a majority of our entire Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

Meetings of Stockholders

Under our Bylaws, annual meetings of stockholders must be held each year at a date, time and place determined by our Board of Directors. Special meetings of stockholders may be called by the chairman of our Board of Directors, our chief executive officer, our president and our Board of Directors. Additionally, subject to the provisions of our Bylaws, a special meeting of stockholders to act on any matter that may properly be considered at a meeting of stockholders must be called by our secretary upon the written request of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter at such meeting who have requested the special meeting in accordance with the procedures specified in our Bylaws and provided the information and certifications required by our Bylaws. Only matters set forth in the notice of a special meeting of stockholders may be considered and acted upon at such a meeting.

Advance Notice of Director Nominations and New Business

Our Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the Board of Directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

• pursuant to our notice of the meeting;

• by or at the direction of our Board of Directors; or

• by a stockholder who was a stockholder of record both at the time of giving of the notice required by our Bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has provided the information and certifications required by the advance notice procedures set forth in our Bylaws.

Our Bylaws provide that, with respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders, and nominations of individuals for election to our Board of Directors may be made only:

• by or at the direction of our Board of Directors; or

• provided that the meeting has been called for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of the notice required by our Bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has provided the information and certifications required by the advance notice procedures set forth in our Bylaws.

The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our Board of Directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our Board of Directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings.

Anti-takeover Effect of Certain Provisions of Our Charter and Bylaws

The restrictions on ownership and transfer of our stock, the provisions of our Charter regarding the removal of directors, the exclusive power of our Board of Directors to fill vacancies on the board and the advance notice provisions of our Bylaws could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or otherwise be in their best interests.

Indemnification and Limitation of Directors’ and Officers’ Liability

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our Charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law.

Our Charter and Bylaws also permit us, with the approval of our Board of Directors, to indemnify and advance expenses to any person who served a predecessor of ours as a director or officer and to any employee or agent of our company or a predecessor of our company.

We have entered into indemnification agreements with each of our executive officers and directors whereby we have agreed to indemnify such executive officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that, upon an application for indemnity by an executive officer or director to a court of appropriate jurisdiction, such court may order us to indemnify such executive officer or director.

The partnership agreement also provides that we, as general partner, and our directors, officers, employees, agents and designees are indemnified to the extent provided therein.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

REIT Qualification

Our Charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to continue to be qualified as a REIT.

EX-10.5

Executive Version (12-19)

AMERICAN ASSETS TRUST, INC.

2011 EQUITY INCENTIVE AWARD PLAN

RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT

American Assets Trust, Inc., a Maryland corporation (the “Company”), pursuant to its 2011 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”)the number of shares of the Company’s Stock (the “Shares”) set forth below. This Restricted Stock award (the “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.

Participant:	[__________]
Grant Date:	[__________]
Grant Number:	[__________]
Maximum Number of Shares of Restricted Stock (“Maximum Shares”):	[__________]
Target Number of Shares of Restricted Stock (“Target Shares”):	[__________]
Vesting Schedule:	This Award shall vest in accordance with the vesting schedule set forth on Exhibit C attached hereto.

By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement.

AMERICAN ASSETS TRUST, INC.		PARTICIPANT
By:		By:
	Ernest Rady, Chairman/President/CEO 11455 El Camino Real, #200 San Diego, CA 92130		11455 El Camino Real, #200 San Diego, CA 92130

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EXHIBIT A

TO RESTRICTED STOCK AWARD GRANT NOTICE

RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”)to which this Restricted Stock Award Agreement (this “Agreement”) isattached, American Assets Trust, Inc., a Maryland corporation (the “Company”),has granted to Participant the right to purchase the number of shares of Restricted Stock under the Company’s 2011 Equity Incentive Award Plan (the “Plan”)indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

ARTICLE I

ISSUANCE OF SHARES

1.1Issuance of Shares. Pursuant to the Plan and subject to the terms and conditions of this Agreement, effective on the Grant Date, the Company irrevocably grants to Participant the number of shares of Stock set forth in the Grant Notice (the “Shares”),in consideration of Participant’s employment with or service to the Company, the Partnership or one of their Subsidiaries on or before the Grant Date, for which the Administrator has determined Participant has not been fully compensated, and the Administrator has determined that the benefit received by the Company as a result of such employment or service has a value that exceeds the aggregate par value of the Shares, which Shares, when issued in accordance with the terms hereof, shall be fully paid and nonassessable.

1.2Issuance Mechanics. On the Grant Date, the Company shall issue the Shares to Participant and shall (a) cause a stock certificate or certificates representing the Shares to be registered in the name of Participant, or (b) cause such Shares to be held in book entry form. If a stock certificate is issued, it shall be delivered to and held in custody by the Company and shall bear the restrictive legends required by Section 4.1 below. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. Participant’s execution of a stock assignment in the form attached as Exhibit B to the Grant Notice (the “Stock Assignment”) shall be a condition to the issuance of the Shares.

ARTICLE II

FORFEITURE AND TRANSFER RESTRICTIONS

2.1Forfeiture Restriction. Subject to the provisions of Section 2.2 below, in the event of Participant’s cessation of Service for any reason, including as a result of Participant’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Unreleased Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being forfeited by Participant. The Unreleased Shares and Participant’s executed stock assignment in the form attached as Exhibit B to the Grant Notice shall be held by the Company in accordance with Section 2.4 until the Shares are forfeited as provided in this Section 2.1, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator, to transfer the Unreleased Shares which have been forfeited pursuant to this Section 2.1 from Participant to the Company.

2.2Release of Shares from Forfeiture Restriction. The Shares shall be released from the Forfeiture Restriction in accordance with the vesting schedule set forth in Exhibit C attached to the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” As soon as administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable, either deliver to Participant the certificate or certificates representing such Shares in the Company’s possession belonging to Participant, or, if the Shares are held in book entry form, then

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the Company shall remove the notations on the book form. Participant (or the beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery.

2.3Transfer Restriction. No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

2.4Escrow. The Unreleased Shares and Participant’s executed Stock Assignment shall be held by the Company until the Shares are forfeited as provided in Section 2.1, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. In such event, Participant shall not retain physical custody of any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

2.5Rights as Stockholder. Except as otherwise provided herein, upon issuance of the Shares by the Company, Participant shall have all the rights of a stockholder with respect to said Shares, subject to the restrictions herein, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.

2.6Ownership Limit and REIT Status. The Forfeiture Restriction on the Shares shall not lapse if the lapsing of such restrictions would likely result in any of the following:

(a)a violation of the restrictions or limitations on ownership provided for from time to time under the terms of the organizational documents of the Company; or

(b)income to the Company that could impair the Company’s status as a real estate investment trust, within the meaning of Section 856 through 860 of the Code.

ARTICLE III

TAXATION REPRESENTATIONS

3.1Tax Representation. Participant represents to the Company that Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agree-ment. Participant is relying solely on such advisors and not on any state-ments or represen-tations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contem-plated by this Agreement.

3.2No 83(b) Election Without Administrator Consent. Participant covenants that he or she will not make an election under Section 83(b) of the Code with respect to the receipt of any of the Shares without the consent of the Administrator, which the Administrator may grant or withhold in its sole discretion.

3.3Tax Withholding. Notwithstanding anything to the contrary in this Agreement, the Company, the Partnership and their Subsidiaries shall be entitled to require payment of any sums required by federal, state and local income and employment or payroll tax law to be withheld with respect to the issuance, lapsing of restrictions on or

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sale of the Shares. The Company, the Partnership and their Subsidiaries may withhold or the Participant may make such payment in one or more of the forms specified below:

(a) by cash or check made payable to the Company;

(b) by the deduction of such amount from other compensation payable to Participant;

(c) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to those Shares that are then becoming vested and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company, the Partnership or any Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company, the Partnership or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later the settlement of such;

(d)with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by requesting that the Company withhold a net number of vested Shares otherwise deliverable pursuant to this Agreement having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and their Subsidiariesbased on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes;

(e) with respect to any withholding taxes arising in connection with the vesting of the Shares, and with the consent of the Administrator, by tendering vested shares of Stock owned by Participant having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and theirSubsidiariesbased on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; or

(f) in any combination of the foregoing.

In the event Participant either (i) fails to provide timely payment of all sums required pursuant to this Section 3.3 or (ii) fails to inform the Company as to his or her intentions as to the method of payment of all sums required pursuant to this Section 3.3 at least five (5) days prior to the date on with any tax withholding obligation arises, the Company shall have the right and option, but not the obligation, to treat either of such failures as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to clauses (c) or (d) above, at the Company’s option. The Company shall not be obligated to deliver any stock certificate representing vested Shares to Participant or Participant’s legal representative, or, if the Shares are held in book entry form, to remove the notations on the book form, unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the issuance, lapsing of restrictions on or sale of the Shares.

In the event any tax withholding obligation arising in connection with the Shares will be satisfied under clause (c) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares of Stock from those Shares that are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company, the Partnership or any Subsidiarywith respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this paragraph, including the transactions described in the previous sentence, as applicable. The Company may refuse to deliver any certificate representing the Shares to Participant or his or her legal representative until the foregoing tax withholding obligations are satisfied. In the event of any broker-assisted sale of shares of Stock in connection with the payment of withholding taxes as provided in this Section 3.3: (i) any shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable; (ii) such shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees

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to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company, the Partnership or any Subsidiarywith respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s, the Partnership's or the applicable Subsidiary’s withholding obligation.

ARTICLE IV

RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS

4.1Legends. The certificate or certificates representing the Shares, if any, shall bear the following legend (as well as any legends required by the Company’s charter and applicable state and federal corporate and securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4.2Refusal to Transfer; Stop-Transfer Notices. The Company shall not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

4.3Removal of Legend. After such time as the Forfeiture Restriction shall have lapsed with respect to the Shares, and upon Participant’s request, a new certificate or certificates representing such Shares shall be issued without the legend referred to in Section 4.1, and delivered to Participant. If the Shares are held in book entry form, the Company shall cause any restrictions noted on the book form to be removed.

ARTICLE V

MISCELLANEOUS

5.1Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

5.2Entire Agreement; Enforcement of Rights. This Agreement and the Plan set forth the entire agreement and understanding of the parties relating to the subject matter herein and merge all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.

5.3Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

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Executive Version (12-19)

5.4Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by electronic mail (with return receipt requested and received) or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified, if to the Company, at its principal offices, and if to Participant, at Participant’s address, electronic mail address or fax number in the Company’s employee records or as subsequently modified by written notice.

5.5Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5.6Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The Company may assign its rights under this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company without the prior written consent of Participant. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

5.7Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Shares are to be issued, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8Electronic Signature. Company and Participant consent to the use of electronic signatures on this Agreement and all documents relating to this Agreement. Company and Participant agree that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and shall, for all purposes of this Amendment and applicable law, be deemed to be “written” or “in writing,” to have been executed, and to constitute an original written record when printed, and shall be fully admissible in any legal proceeding. For purposes hereof, “electronic signature” shall have the meaning set forth in the Uniform Electronic Transactions Act, as the same may be amended from time to time.

5.9No Right to Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE FORFEITURE RESTRICTION PURSUANT TO SECTION 2.1 HEREOF IS EARNED ONLY BY CONTINUING SERVICE TO THE COMPANY, THE PARTNERSHIP OR ONE OF THEIR SUBSIDIARIES AS AN “AT WILL” EMPLOYEE OR CONSULTANT OF THE COMPANY, THE PARTNERSHIP OR ONE OF THEIR SUBSIDIARIES OR AN INDEPENDENT DIRECTOR OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE FORFEITURE RESTRICTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR INDEPENDENT DIRECTOR FOR SUCH PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S, THE PARTNERSHIP’S OR ANY OF THEIR SUBSIDIARIES’ RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT OR SERVICE TO THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

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Executive Version (12-19)

EXHIBIT B

TO RESTRICTED STOCK AWARD GRANT NOTICE

STOCK ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, _________, hereby sells, assigns and transfers unto AMERICAN ASSETS TRUST, INC., a Maryland corporation, __________ shares of the Common Stock of AMERICAN ASSETS TRUST, INC., a Maryland corporation, standing in its name of the books of said corporation represented by Certificate No. __________ herewith and do hereby irrevocably constitute and appoint ___________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock Award Grant Notice and Restricted Stock Award Agreement between AMERICAN ASSETS TRUST, INC. and the undersigned dated December __, 2019.

Dated: _______________, ______________________________________

__________

INSTRUCTIONS: Please do not fill in the blanks other than the signature line. The purpose of this assignment is to enable the Company to enforce the Forfeiture Restriction as set forth in the Restricted Stock Award Grant Notice and Restricted Stock Award Agreement, without requiring additional signatures on the part of the stockholder.

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Executive Version (12-19)

EXHIBIT C

TO RESTRICTED STOCK AWARD GRANT NOTICE

VESTING SCHEDULE

Capitalized terms used in this Exhibit C and not defined in Section 3 below shall have the meanings given them in the Agreement to which this Exhibit C is attached.

1.Performance Vesting. Subject to clauses (b), (c) and (d) and Section 2 below, the Shares shall vest based on the Company’s Relative TSR Performance (as defined below) for the Performance Periods. Subject to clauses (c) and (d) below, with respect to each Performance Period, Participant must continue to be an Employee, Independent Director or Consultant on the applicable Measurement Date in order to be eligible to vest in the Shares pursuant to this Section 1.

(a)Performance Vesting. For each of the Performance Periods, such number of Shares shall vest on the applicable Determination Date based on the Company's Relative TSR Performance for such Performance Period as is determined by multiplying (i) the Target Shares set forth in the Grant Notice, by (ii) one-third (1/3), by (iii) the TSR Performance Multiplier (as determined below) for such Performance Period (rounded to the nearest whole Share). The “TSR Performance Multiplier” means, for each Performance Period, the performance multiplier determined pursuant to the chart below based on the Company’s Relative TSR Performance relative to the Index for such Performance Period. If the Company achieves a Relative TSR Performance that falls between the foregoing levels, the TSR Performance Multiplier will be determined by linear interpolation between the applicable levels.

Relative TSR Performance Relative to the Index for the Performance Period	TSR Performance Multiplier
+500 bps and above	150%
+400 bps	140%
+300 bps	130%
+200 bps	120%
+100 bps	110%
0 bps	100%
-100 bps	90%
-200 bps	80%
-300 bps	70%
-400 bps	60%
-499 bps	50%
-500 bps and below	Up to 50% as determined by the Administrator in its reasonable discretion based on the Administrator's qualitative assessment of overall Company and Participant performance during the Performance Period

The Administrator retains the discretion to adjust the TSR Performance Multiplier to address events or circumstances that are extraordinary or unusual in nature or infrequent in occurrence or that otherwise have an unintended effect on the calculation of the TSR Performance Multiplier.

(b)Effect of a Change in Control Prior to Final Measurement Date. In the event of a Change in Control prior to the Final Measurement Date, the number of Shares in which Participant shall be eligible to vest pursuant to this Award following the date of such Change in Control (the “Vesting Eligible Shares”) shall be equal to (i) the Maximum Shares set forth in the Grant Notice, multiplied by (ii) one-third (1/3), multiplied by (iii) the number of Performance Periods that have not yet been completed prior to the date of such Change in Control. The Vesting Eligible

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Shares will continue to vest in equal installments on each Measurement Date occurring following the Change in Control, subject to Participant'scontinued status as an Employee, Independent Director or Consultant on the applicable Measurement Date; provided, however, that in the event of Participant’s Qualifying Termination (as defined below) or termination as a result of death or Disability (as defined below) following the date of a Change in Control, all of the Vesting Eligible Shares shall vest as of the date of termination. In addition, if a Change in Control occurs following the occurrence of a Measurement Date but prior to the corresponding Determination Date, Participant shall vest on the date of such Change in Control in such number of Shares as is determined pursuant to this Section 1 for such completed Performance Period.

(c)Effect of Termination Due to Death or Disability Prior to Final Measurement Date and Prior to a Change in Control. In the event of Participant’s termination of Service as a result of his or her death or Disability prior to the Final Measurement Date and prior to a Change in Control, on the date of Participant's termination of Service, Participant shall vest in such number of Shares as is equal to (i) the Maximum Shares set forth in the Grant Notice, multiplied by (ii) one-third (1/3), multiplied by (iii) the number of Performance Periods that have not yet been completed prior to the date of such termination of Service. In addition, if Participant’s termination of Service as a result of his or her death or Disability occurs following the occurrence of any Measurement Date but prior to the corresponding Determination Date, Participant shall also remain eligible to vest on such Determination Date in such number of Shares as is determined pursuant to this Section 1 for such completed Performance Period.

(d)Effect of a Qualifying Termination Prior to Final Measurement Date and Prior to a Change in Control. In the event of Participant’s Qualifying Termination prior to the Final Measurement Date and prior to a Change in Control, on the date of Participant's termination of Service, Participant shall vest in such number of Shares as is equal to (i) the Maximum Shares set forth in the Grant Notice, multiplied by (ii) one-third (1/3), multiplied by (iii) the number of Performance Periods that have not yet been completed prior to the date of such termination of Service. In addition, if Participant’s Qualifying Termination occurs following the occurrence of any Measurement Date but prior to the corresponding Determination Date, Participant shall also remain eligible to vest on such Determination Date in such number of Shares as is determined pursuant to this Section 1 for such completed Performance Period.

(e)Maximum Shares. In no event shall a number of Shares greater than the Maximum Shares set forth in the Grant Notice vest pursuant to this Exhibit C.

2.Forfeiture. Any Unreleased Shares which do not vest pursuant to Section 1 above (or which are no longer eligible to vest pursuant to this Exhibit C for any future Performance Period after the completion of a Performance Period as a result of the TSR Performance Multiplier for such Performance Period being less than 150%) shall automatically and without further action be cancelled and forfeited by Participant, and Participant shall have no further right or interest in or with respect to such Unreleased Shares. In addition, in the event that Participant’s employment is terminated for any reason (other than as a result of his or her Qualifying Termination, Disability or death) prior to the Measurement Date for a Performance Period, then the remaining Unreleased Shares as of the date of such termination that would have been eligible to vest with respect to such Performance Period that has not yet been completed shall automatically and without further action be cancelled and forfeited by Participant, and Participant shall have no further right or interest in or with respect to such remaining Unreleased Shares.

3.Interaction with Employment Agreement. Notwithstanding anything to the contrary in the Employment Agreement (as defined below), the accelerated vesting of the Shares in the event of a Change in Control or Participant’s termination of Service by reason of death, Disability or a Qualifying Termination shall be governed by the terms of this Agreement and not the provisions of the Employment Agreement.

4.Definitions. For purposes of this Exhibit C, the following terms shall have the meanings given below:

(a)“Beginning Market Value” means, for each Performance Period, the Market Value on the first day of such Performance Period.

C-2

Executive Version (12-19)

(b)“Index” means the Bloomberg Shopping Center REIT Index, or, in the event such index is discontinued, such index’s methodology is significantly changed or such index no longer presents as a proper comparison to the Company, a comparable index selected by the Administrator in good faith.

(c)“Index TSR” means the compounded annual total shareholder return for the Index for a Performance Period (and, for the avoidance of doubt, assuming the reinvestment of all dividends).

(d)“Company TSR” means the Company’s compounded annual total shareholder return for a Performance Period calculated in accordance with the total shareholder return calculation methodology used in the Index (and, for the avoidance of doubt, assuming the reinvestment of all dividends paid on a share of Stock);provided, however, that for purposes of calculating the Company’s TSR for a Performance Period, the share price on the first day of the Performance Period shall be equal to the Beginning Market Value and the share price on the last day of the Performance Period shall be the Ending Market Value.

(e)“Determination Date” means, for each Performance Period, the date on which the Administrator certifies in writing the TSR Performance Multiplier for such Performance Period. The Determination Date will occur within ten (10) days following the applicable Measurement Date; provided that if a Change in Control occurs following a Measurement Date but prior to the occurrence of the Determination Date for the completed Performance Period, the Determination Date for such completed Performance Period shall occur in no event later than the date of such Change in Control.

(f)“Disability” shall have the meaning given to such term in the Employment Agreement.

(g)“Employment Agreement” means that certain Amended and Restated Employment Agreement between the Company and Participant effective as of March 25, 2014.

(h)“Ending Market Value” means, for each Performance Period, the Market Value on the Measurement Date for such Performance Period.

(i) “Final Measurement Date” means November 30, 2022.

(j)“First Performance Period” means the period beginning on December 1, 2019 and ending on the Measurement Date occurring on November 30, 2020.

(k)“Market Value” means the closing price per share of Stock for the date of determination as reported by the NYSE or such other authoritative source as the Administrator may determine.

(l)“Measurement Date” means each of November 30, 2020, 2021 and 2022, or, if any such date is not a trading day, the immediately preceding trading day.

(m)“Performance Periods” means each of the First Performance Period, the Second Performance Period and the Third Performance Period.

(n)“Qualifying Termination” means (i) a termination of Participant's employment by the Company without Cause (as defined in the Employment Agreement) (and other than by reason of Participant’s death or Disability), or (ii) a termination of Participant's employment by Participant for Good Reason (as defined in the Employment Agreement).

(o)“RelativeTSR Performance” means the Company TSR less the Index TSR, in each case for the applicable Performance Period, expressed in basis points.

(p)“Second Performance Period” means the period beginning on December 1, 2019 and ending on the Measurement Date occurring on November 30, 2021.

C-3

Executive Version (12-19)

(q)“Third Performance Period” means the period beginning on December 1, 2019 and ending on the Measurement Date occurring on November 30, 2022.

C-4

EX-10.12

AMERICAN ASSETS TRUST, INC.

AMERICAN ASSETS TRUST, L.P.

AMENDED AND RESTATED

INCENTIVE BONUS PLAN

This Amended and Restated Incentive Bonus Plan (the “Plan”) is intended to provide an additional incentive for employees of American Assets Trust, Inc. (the “REIT”), a Maryland corporation, and American Assets Trust, L.P. (the “Partnership”), a Maryland limited partnership, and their subsidiaries (collectively, the “Company”), to perform to the best of their abilities, to further the growth, development and financial success of the Company, and to enable the Company to attract and retain highly qualified employees. The Plan is for the benefit of the Participants (as defined below).

The Compensation Committee (the “Committee”) of the Board of Directors of the REIT (the “Board”) has adopted the Plan, to be effective December 5, 2019.

1.Participants. Participation in the Plan shall be limited to such employees of the Company and its subsidiaries whom the Committee from time to time determines shall be eligible to receive a bonus award (a “Bonus”) hereunder (the “Participants”).

2.Administration. The Plan shall be administered by the Committee. The Committee shall have the discretion and authority to administer and interpret the Plan, including the authority to establish bonus programs or guidelines under the Plan (the “Bonus Guidelines”) from time to time containing such terms and conditions as the Committee may determine or deem appropriate in its discretion, including, without limitation, terms and conditions relating to the administration of the Plan and/or the determination and payment of Bonuses hereunder. The Committee may modify, suspend, terminate or supersede the Bonus Guidelines at any time in its sole discretion. Any and all Bonus Guidelines adopted by the Committee shall be subject to the terms and conditions of the Plan. Any disputes under the Plan shall be resolved by the Committee or its designee, whose decision will be final.

3.Performance Goals. The Plan is intended to provide incentives for the achievement of approved annual corporate and individual objectives (the “Performance Goals”), as determined by the Committee with respect to each calendar year during the term of the Plan (each an “Incentive Plan Year”).

(a)Corporate Performance Goals. At the beginning of each Incentive Plan Year, the Committee shall select such objective corporate Performance Goals as the Committee may determine in its sole discretion. It is intended that the corporate performance goals be objectively determinable, with the weighting of the various corporate Performance Goals to be approved by the Committee.

(b)Individual Performance Goals. A portion of each Participant’s Bonus will be determined in the sole discretion of the Committee based on individual performance and the consideration of such other factors as the Committee determines to be appropriate. If individual Performance Goals are to be established for an Incentive Plan Year, each Participant in the Plan will work with his or her direct manager to develop a list of key individual Performance Goals. The Chairman of the Board of the REIT will work with the Committee to develop his individual Performance Goals.

A Performance Goal may be a single goal or a range of goals with a minimum goal up to a maximum goal. Unless otherwise determined by the Committee, the amount of each Participant’s Bonus shall be based upon a bonus formula determined by the Committee in its sole discretion that ties such Bonus to the attainment of the applicable Performance Goals. The Committee may in its sole discretion modify, change, add or remove the bonus formulas and/or Performance Goals at any time and from time to time during or upon completion of an Incentive Plan Year.

4.Target Bonuses. Each Participant will be assigned a “Target Bonus Percentage” based on his or her job classification and responsibilities. If a Participant moves from one Target Bonus Percentage level to another during an Incentive Plan Year, his or her Target Bonus Percentage will be based on the Target Bonus in effect at the end of

the Incentive Plan Year. A “Target Bonus” for each Participant will be determined by multiplying his or her Target Bonus Percentage by his or her Base Salary (as defined below) for the relevant Incentive Plan Year. For purposes of this Plan, “Base Salary” shall mean the actual base salary paid in effect for a Participant, at the end of the Incentive Plan Year. The Target Bonus Percentages for each Participant shall be approved by the Committee for each Incentive Plan Year. A Participant’s maximum Bonus under the Plan shall not exceed 250% of his or her Target Bonus, unless the Committee elects to amend the Plan with respect to a Participant or Participants.

Effective for 2020, and unless and until changed by the Committee, in its sole discretion, the Target Bonus Percentages for the executive officers of the Company for purposes of this Plan shall be as follows:

Position	Target Bonus Percentage (as % of Base Salary)
Executive Vice President and Chief Financial Officer	100%
Executive Vice President and Chief Operating Officer	85%
Vice President of Construction and Development	50%

The Chairman of the Board, President and Chief Executive Officer shall not be a Participant under the Plan; and as such, any cash bonus for the Chairman of the Board, President and Chief Executive Officer shall be entirely at the discretion of the Committee.

5.Performance Multipliers. Following the completion of each Incentive Plan Year, separate “Performance Multipliers” will be established by the Committee with respect to each of the corporate and individual components of each Bonus for each Incentive Plan Year.

(a)Corporate Performance Multiplier. The executive officers of the Company will present to the Committee for its approval their assessment of the level of the Company’s performance relative to the corporate Performance Goals, which performance levels will be used to calculate an overall Performance Multiplier for the corporate component of each Bonus. Such corporate Performance Multiplier shall be expressed as a percentage within the range specified by the Committee with respect to each Incentive Plan Year. The same Performance Multiplier, as approved by the Committee, shall be used for the corporate component of each Participant’s Bonus. The Committee may, in its discretion, establish minimum corporate Performance Multipliers which, if not achieved for an Incentive Plan Year, will result in no Bonuses being paid. The corporate Performance Multiplier will not exceed 200% of targeted levels.

(b)Individual/Discretionary Performance Multiplier. The Committee will establish an individual Performance Multiplier for the individual component of each Bonus based on individual performance, including performance relative to his or her individual Performance Goals, if any, and the consideration of such other factors as the Committee determines to be appropriate, in its sole discretion. The individual Performance Multiplier will not exceed 250% of targeted levels.

6.Calculation of Bonuses. The actual Bonus for a Participant will be calculated by the Committee (or the Corporation, upon the Committee’s request and ultimate approval) as soon as practicable following the completion of the relevant Incentive Plan year by applying the Performance Multipliers to the Target Bonusfor such Participant according to the weightings and methods approved by the Committee for such Incentive Plan Year. TheCommittee may, in its discretion, increase, reduce or eliminate a Bonus otherwise payable to any Participant. Any such increase, reduction or elimination may be made based on objective or subjective determinations as theCommittee determines appropriate.

7.Payment of Bonuses. The payment of Bonuses under the Plan shall be made in cash between December 1 (of the Incentive Plan Year to which such Bonuses relate) and March 15 (of the calendar year following the Incentive Plan Year to which such Bonuses relate) on such date or dates determined by the Committee and shall be subject to such terms and conditions as may be determined by the Committee in its sole discretion.

Except as otherwise provided in a written employment agreement between a Participant and the Company or as otherwise determined by the Committee, a Participant must be an active employee of the Company or its subsidiaries or affiliates and in good standing as of the date on which the Bonus is paid in order to be entitled to receive such Bonus. If a Participant dies or a Participant’s employment is terminated for any reason prior to the payment of his or her Bonus, the payment of any Bonus (and in the case of death, the person or persons to whom such payment shall be made) shall be determined at the sole discretion of the Committee.

8.Amendment, Suspension and Termination of the Plan. The Committee shall have the authority to amend, suspend or terminate the Plan at any time in its sole discretion.

9.Miscellaneous.

(a)The Company shall deduct all federal, state, and local taxes required by law or Company policy from any Bonuses paid hereunder.

(b)Nothing contained in this Plan shall confer upon any Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause. Notwithstanding anything to the contrary contained in the Plan, nothing in the Plan shall adversely affect any rights that a Participant may otherwise have under an employment or severance agreement or plan with or maintained by the Company to which such Participant is a party or under which such Participant is a beneficiary.

(c)The Plan shall be unfunded. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Bonus under the Plan. Any accounts under the Plan are for bookkeeping purposes only and do not represent a claim against the specific assets of the Company.

(d)Any payments made by the Company to a Participant as a “matching” contribution to a Participant’s 401(k) plan (or similar retirement plan) shall be separate and distinct from this Plan, and have no applicability hereunder.

(e)No Bonus granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated. All rights with respect to a Bonus granted to a Participant under the Plan shall be available during his or her lifetime only to the Participant.

(f)Notwithstanding anything in the Plan to the contrary, any and all amounts payable to any Participant under the Plan from time to time may, in the Committee’s sole discretion, be reduced or offset by any amounts then due or owing by such Participant to the Company or any of its affiliates pursuant to or in accordance with any benefit or compensation plan, program, policy or arrangement maintained by the Company or such affiliates.

(g)Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.

(h)The Plan shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of California. Should any provision of the Plan be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Any and all controversies or disputes involving, relating to, or arising out of, or under, this Plan, including but not limited to its construction, interpretation or enforcement, shall be litigated exclusively in the state or federal courts sitting in San Diego County, California. Each Participant is hereby deemed to irrevocably and unconditionally consent to the personal jurisdiction of the state courts in San Diego County, California with regard to any and all controversies or disputes involving, relating to, or arising out of, or under, the Plan. Each Participant is further deemed to irrevocably and unconditionally waive any defense or objection of lack of personal jurisdiction over Participant by the state or federal courts sitting in San Diego County, California.

(i)Bonus payments are not intended to constitute a deferral of compensation subject to Section 409A of the Code and are intended to satisfy the “short-term deferral” exemption under Section 409A of the Code and the Treasury Regulations issued thereunder. Accordingly, to the extent necessary to cause Bonus payments hereunder to satisfy the “short-term deferral” exemption under Section 409A of the Code and the Treasury Regulations issued thereunder, a Bonus payment shall be made not later than the later of (i) the fifteenth day of the third month following the Participant’s first taxable year in which the Bonus payment is no longer subject to a substantial risk of forfeiture, or (ii) the fifteenth day of the third month following the Company’s first taxable year in which the Bonus payment is no longer subject to a substantial risk of forfeiture; provided, however, that if due to administrative reasons Bonuses are not paid within the foregoing time periods, then such Bonuses will be paid as soon as administratively feasible but no later than the last day of the calendar year following the end of the Incentive Plan Year to which such Bonuses relate.

EX-21.1

Exhibit 21.1

Subsidiaries of American Assets Trust, Inc.

The following list sets forth American Assets Trust, Inc.'s subsidiaries as of December 31, 2019.

Name
	Jurisdiction of Formation/Incorporation
AAT CC Bellevue, LLC	Delaware
AAT Geary Marketplace, LLC	Delaware
AAT Lloyd District, LLC	Delaware
AAT La Jolla Commons, LLC	Delaware
AAT One Beach, LLC	Delaware
AAT Oregon Office I, LLC	Delaware
AAT Solana 101, LLC	Delaware
AAT Torrey Point, LLC	Delaware
AAT Torrey Reserve 5, LLC	Delaware
AAT Torrey Reserve 6, LLC	Delaware
AAT Torrey 13-14, LLC	Delaware
AAT Alamo Quarry, LLC	Delaware
AAT Del Monte, LLC	Delaware
AAT Del Monte 2, LLC	Delaware
AAT Waikele Center, LLC	Delaware
AAT Pacific Ridge, LLC	Delaware
AAT Gateway Marketplace, LLC	Delaware
ABW 2181 Holdings, LLC	Hawaii
ABW Holdings, LLC	Delaware
ABW Lewers, LLC	Hawaii
American Assets Services, Inc.	Delaware
American Assets Trust Management, LLC	Delaware
American Assets Trust, LP	Maryland
Beach Walk Holdings, LLC	Delaware
Broadway 225 Sorrento Holdings, LLC	Delaware
Broadway 225 Stonecrest Holdings, LLC	Delaware
Carmel County Plaza, LP	California
Carmel Mountain Pad, LLC	California
EBW Hotel, LLC	Hawaii
ICW Café Lessee, LLC	Delaware
AAT Torrey Plaza, LLC	Delaware
ICW Plaza Merger Sub, LLC	Delaware
Imperial Strand Holdings, LLC	Delaware
Landmark FireHill Holdings, LLC	Delaware
Landmark Venture Holdings, LLC	Delaware
Landmark Venture JV, LLC	Delaware
Lloyd District TRS, LLC	Delaware
Lomas Palisades CA general partnership	California
Lomas Palisades GP LLC	Delaware
Mariner's Point Holdings, LLC	Delaware
Pacific Carmel Mountain Assets, LLC	Delaware
Pacific Carmel Mountain Holdings, LP	California
Pacific Del Mar Assets, LLC	Delaware

Name
	Jurisdiction of Formation/Incorporation
Pacific Firecreek Holdings, LLC	Delaware
Pacific North Court GP, LLC	Delaware
Pacific North Court Holdings, LP	California
Pacific Santa Fe Assets, LLC	Delaware
Pacific Santa Fe Holdings, LP	California
Pacific Solana Beach Assets, LLC	Delaware
Pacific Solana Beach Holdings, LP	California
Pacific South Court Assets, LLC	Delaware
Pacific South Court Holdings, LP	California
Pacific Torrey Daycare Assets, LLC	Delaware
Pacific Torrey Daycare Holdings, LP	California
Pacific VC Holdings, LLC	Delaware
Pacific Waikiki Assets, LLC	Delaware
Pacific Waikiki Holdings, LP.	California
SB Corporate Centre III-IV, LLC	Delaware
SB Corporate Centre, LLC	California
SB Towne Centre, LLC	California
SBCC Holdings, LLC	Delaware
SBTC Holdings, LLC	Delaware
Southbay Marketplace Holding, LLC	Delaware
Waikele Venture Holdings, LLC	Delaware
WBW Hotel Lessee, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm for American Assets Trust, Inc.

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3ASR No. 333-222876) of American Assets Trust, Inc.,

(2) Registration Statement (Form S-3ASR No. 333-222882) of American Assets Trust, Inc. and American Assets Trust, L.P., and

(3) Registration Statement  (Form S-8 No. 333-171752) pertaining to the American Assets Trust, Inc. and American Assets Trust, L.P. 2011 Equity Incentive Award Plan;

of our reports dated February 14, 2020, with respect to the consolidated financial statements and schedule of American Assets Trust, Inc. and the effectiveness of internal control over financial reporting of American Assets Trust, Inc., included in this Annual Report (Form 10-K) of American Assets Trust, Inc. for the year ended December 31, 2019.

/s/ Ernst & Young LLP

San Diego, California

February 14, 2020

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm for American Assets Trust, L.P.

We consent to the incorporation by reference in the Registration Statement (Form S-3 ASR No. 333-222882) of American Assets Trust, Inc. and American Assets Trust, L.P., and in the related Prospectus, of our report dated February 14, 2020, with respect to the consolidated financial statements and schedule of American Assets Trust, L.P., included in this Annual Report (Form 10-K) for the year ended December 31, 2019.

/s/ Ernst & Young LLP

San Diego, California

February 14, 2020

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ernest Rady, certify that:

1. I have reviewed this annual report on Form 10-K of American Assets Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 14, 2020	/s/ ERNEST RADY
		Ernest Rady
		Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ernest Rady, certify that:

1. I have reviewed this annual report on Form 10-K of American Assets Trust, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 14, 2020	/s/ ERNEST RADY
		Ernest Rady
		Chairman, President and Chief Executive Officer

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert F. Barton, certify that:

1. I have reviewed this annual report on Form 10-K of American Assets Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 14, 2020	/s/ ROBERT F. BARTON
		Robert F. Barton
		EVP and Chief Financial Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert F. Barton, certify that:

1. I have reviewed this annual report on Form 10-K of American Assets Trust, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 14, 2020	/s/ ROBERT F. BARTON
		Robert F. Barton
		EVP and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

The undersigned, Ernest Rady and Robert F. Barton, the Chief Executive Officer and Chief Financial Officer, respectively, of American Assets Trust, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each hereby certifies that, to the best of his knowledge:

(i) the Annual Report for the period ended December 31, 2019 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ERNEST RADY

Ernest Rady

Chairman, President and Chief Executive Officer

/s/ ROBERT F. BARTON

Robert F. Barton

EVP and Chief Financial Officer

Date: February 14, 2020

EX-32.2

Exhibit 32.2

CERTIFICATION

The undersigned, Ernest Rady and Robert F. Barton, the Chief Executive Officer and Chief Financial Officer, respectively, of American Assets Trust, L.P. (the “Operating Partnership”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each hereby certifies that, to the best of his knowledge:

(i) the Annual Report for the period ended December 31, 2019 of the Operating Partnership (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

/s/ ERNEST RADY

Ernest Rady

Chairman, President and Chief Executive Officer

/s/ ROBERT F. BARTON

Robert F. Barton

EVP and Chief Financial Officer

Date: February 14, 2020

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Equity of American Assets Trust, Inc. Restricted Common Stock Issued (Details) - Restricted Stock - $ / shares	Dec. 09, 2019		Jun. 11, 2019	[1]	Dec. 06, 2018		Jun. 12, 2018	[1]	Dec. 15, 2017		Jun. 13, 2017	[1]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.30%				33.30%				33.30%
Granted, Weighted Average Grant Date Fair Value (in USD per share)			$ 45.35				$ 37.58		$ 27.27	[2]	$ 40.99
Granted, Shares	168,596	[3]	4,412		199,790	[4]	5,320		145,218	[2]	4,880
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Weighted Average Grant Date Fair Value (in USD per share)	$ 28.06	[3]			$ 25.68	[4]
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Weighted Average Grant Date Fair Value (in USD per share)	$ 30.97	[3]			$ 28.18	[4]

[1] Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.

[2] Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on performance calculations determined as of November 30, 2018, subject to the employee's continued employment on November 30, 2018, 2019 and 2020.

[3] Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2020, 2021 and 2022, subject to the employee's continued employment on those dates.

[4] Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2019, 2020 and 2021, subject to the employee's continued employment on those dates.

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Partners Capital of American Assets Trust, L.P. (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Common Stock
Capital Unit [Line Items]
Conversion of operating partnership units (in shares)	787,060	17,372	693,842
American Assets Trust, L.P.
Capital Unit [Line Items]
Ownership percent by parent	78.50%
American Assets Trust, L.P.
Capital Unit [Line Items]
Noncontrolling common units (in shares)	16,390,548
American Assets Trust, L.P. | Common Stock
Capital Unit [Line Items]
Conversion of operating partnership units (in shares)	787,060	17,372	693,842
Non-Affiliated Investors | American Assets Trust, L.P.
Capital Unit [Line Items]
Percentage of ownership interests classified as noncontrolling	21.50%

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Real Estate Pro Forma Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Real Estate [Line Items]
Total revenue	$ 98,947	$ 98,362	$ 84,113	$ 85,319	$ 82,605	$ 82,507	$ 85,023	$ 80,732	$ 366,741	$ 330,867	$ 314,983
Operating Expenses									253,056	251,332	221,337
Operating income (loss)	29,993	30,384	24,487	28,821	22,091	27,275	17,249	12,920	113,685	79,535	93,646
Net income	$ 16,485	$ 16,519	$ 11,941	$ 15,243	$ 9,209	$ 14,271	$ 4,413	$ (691)	60,188	27,202	$ 40,132
Pro Forma
Real Estate [Line Items]
Total revenue									383,125	365,326
Operating Expenses									264,107	281,253
Operating income (loss)									119,018	84,073
Net income									$ 64,278	$ 30,662

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Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Schedule of segments operating activity

The following table represents operating activity within our reportable segments (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total Office
Property revenue	144,683			112,362			105,694
Property expense	(42,234		)	(33,860		)	(33,120		)
Segment profit	102,449			78,502			72,574
Total Retail
Property revenue	$	107,604		$	105,552		$	103,968
Property expense	(30,633		)	(30,078		)	(28,524		)
Segment profit	76,971			75,474			75,444
Total Multifamily
Property revenue	51,066			50,627			43,533
Property expense	(20,863		)	(20,441		)	(17,898		)
Segment profit	30,203			30,186			25,635
Total Mixed-Use
Property revenue	63,388			62,326			61,788
Property expense	(38,250		)	(37,076		)	(37,135		)
Segment profit	25,138			25,250			24,653
Total segments’ profit	$	234,761		$	209,412		$	198,306

Reconciliation of segment profit to net income attributable to stockholders

 The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total segments' profit	$	234,761		$	209,412		$	198,306
General and administrative	(24,871		)	(22,784		)	(21,382		)
Depreciation and amortization	(96,205		)	(107,093		)	(83,278		)
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
Net income	60,188			27,202			40,132
Net income attributable to restricted shares	(381		)	(311		)	(241		)
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to American Assets Trust, Inc. stockholders	$	45,718		$	19,686		$	29,077

Net Real Estate and Secured note payable balances by Segments

The following table shows net real estate and secured note payable balances for each of the segments, along with their capital expenditures for each year (in thousands):

	December 31, 2019		December 31, 2018
Net real estate
Office	$	1,317,854	$	822,574
Retail	624,912		628,734
Multifamily	401,152		412,042
Mixed-Use	179,557		176,503
	$	2,523,475	$	2,039,853
Secured Notes Payable (1)
Office	$	127,768	$	147,757
Retail	34,235		35,008
	$	162,003	$	182,765
Capital Expenditures (2)
Office	$	64,549	$	45,192
Retail	22,844		14,219
Multifamily	3,711		3,659
Mixed-Use	8,490		1,277
	$	99,594	$	64,347

(1) Excludes unamortized debt issuance costs of $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively.

(2) Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) Employee Segment Room Property	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jan. 01, 2019 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Lease, Practical Expedient, Lease and Non-lease Components	$ 38,400,000
Document Period End Date	Dec. 31, 2019
Number of employees | Employee	206
Number of office, retail, multifamily and mixed-use operating properties | Property	28
Properties held for development | Property	3
Allowance for doubtful accounts	$ (1,200,000)	$ (600,000)
Total bad debt expense	1,800,000	800,000	$ 800,000
Real estate depreciation expense	$ 85,300,000	99,600,000	70,200,000
Short term liquid investments, initial maturity	3 months
Cash balance at banks, federally insured amount	$ 250,000
Cash balance at banks, excess of FDIC insured limit	36,200,000	42,400,000
Restricted cash	10,148,000	9,316,000	9,344,000
Incremental stock compensation cost from modification	$ 0	0	2,200,000
Number of operating segments | Segment	4
Rooms in mixed-use segment all-suite hotel | Room	369
Future minimum lease payments due	$ 5,600,000
Right-of-use asset, net	4,863,000	0		$ 7,700,000
Straight-line rent liability	16,903,000	7,393,000		$ 800,000
Lease liability	5,380,000	0
Money Market Funds
Summary Of Significant Accounting Policies [Line Items]
Cash balance at banks, excess of FDIC insured limit	$ 52,500,000	200,000
Minimum
Summary Of Significant Accounting Policies [Line Items]
Percentage of taxable income required to distribute to qualify as real estate investment trust (REIT)	90.00%
Building And Improvement | Minimum
Summary Of Significant Accounting Policies [Line Items]
Real Estate, estimated useful lives	30 years
Building And Improvement | Maximum
Summary Of Significant Accounting Policies [Line Items]
Real Estate, estimated useful lives	40 years
Furniture And Equipment | Minimum
Summary Of Significant Accounting Policies [Line Items]
Real Estate, estimated useful lives	3 years
Furniture And Equipment | Maximum
Summary Of Significant Accounting Policies [Line Items]
Real Estate, estimated useful lives	15 years
Deferred Rent Receivables
Summary Of Significant Accounting Policies [Line Items]
Allowance for doubtful accounts	$ (500,000)	(300,000)
Other Income
Summary Of Significant Accounting Policies [Line Items]
General excise tax recognized, gross	$ 3,500,000	$ 3,600,000	$ 3,700,000

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SCHEDULE III-Consolidated Real Estate and Accumulated Depreciation (Notes)

12 Months Ended

Dec. 31, 2019

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SCHEDULE III-Consolidated Real Estate and Accumulated Depreciation

	Encumbrance as of December 31, 2019		Initial Cost				Cost Capitalized Subsequent to Acquisition			Gross Carrying Amount at December 31, 2019				Accumulated Depreciation and Amortization			Year Built/ Renovated	Date Acquired	Life on which depreciation in latest income statements is computed
Description			Land		Building and Improvements					Land		Building and Improvements
Alamo Quarry Market	$	—	$	26,396	$	109,294	$	18,142		$	26,816	$	127,016	$	(61,257	)	1997/1999	12/9/2003	35 years
Carmel Country Plaza	—		4,200		—		12,899			4,200		12,899		(8,675		)	1991	1/10/1989	35 years
Carmel Mountain Plaza	—		22,477		65,217		38,563			31,034		95,223		(44,156		)	1994/2014	3/28/2003	35 years
Del Monte Center	—		27,412		87,570		34,379			27,117		122,244		(66,204		)	1967/1984/2006	4/8/2004	35 years
Gateway Marketplace	—		17,363		21,644		1,097			17,363		22,741		(2,040		)	1997/2016	7/6/2017	35 years
Geary Marketplace	—		8,239		12,353		171			8,239		12,524		(2,800		)	2012	12/19/2012	35 years
Hassalo on Eighth - Retail	—		—		—		28,364			597		27,767		(5,106		)	2015	7/1/2011	35 years
Lomas Santa Fe Plaza	—		8,600		11,282		13,805			8,620		25,067		(17,166		)	1972/1997	6/12/1995	35 years
The Shops at Kalakaua	—		13,993		10,817		(6		)	14,006		10,798		(4,674		)	1971/2006	3/31/2005	35 years
Solana Beach Towne Centre	34,235		40,980		38,842		4,222			40,980		43,064		(12,291		)	1973/2000/2004	1/19/2011	35 years
South Bay Marketplace	—		4,401		—		12,760			4,401		12,760		(7,695		)	1997	9/16/1995	35 years
Waikele Center	—		55,593		126,858		41,174			70,643		152,982		(62,126		)	1993/2008	9/16/2004	35 years
City Center Bellevue	111,000		25,135		190,998		46,320			25,135		237,318		(52,543		)	1987	8/21/2012	40 years
First & Main	—		14,697		109,739		7,708			14,697		117,447		(32,259		)	2010	3/11/2011	40 years
The Landmark at One Market	—		34,575		141,196		13,351			34,575		154,547		(36,102		)	1917/2000	6/30/2010	40 years
Lloyd District Portfolio	—		18,660		61,401		90,191			11,845		158,407		(34,828		)	1940-2015	7/1/2011	40 years
One Beach Street	—		15,332		18,017		3,353			15,332		21,370		(5,716		)	1924/1972/1987/1992	1/24/2012	40 years
Solana Beach Corporate Centre:
Solana Beach Corporate Centre I-II	10,270		7,111		17,100		6,876			7,111		23,976		(6,515		)	1982/2005	1/19/2011	40 years
Solana Beach Corporate Centre III-IV	—		7,298		27,887		4,448			7,298		32,335		(8,429		)	1982/2005	1/19/2011	40 years
Solana Beach Corporate Centre Land	—		487		—		60			547		—		—			N/A	1/19/2011	N/A
Torrey Reserve Campus:
Torrey Plaza	—		4,095		—		52,130			5,408		50,817		(18,440		)	1996-1997/2014	6/6/1989	40 years
Pacific North Court	—		3,263		—		26,182			4,309		25,136		(12,015		)	1997-1998	6/6/1989	40 years
Pacific South Court	—		3,285		—		39,489			4,226		38,548		(14,733		)	1996-1997	6/6/1989	40 years
Pacific VC	6,498		1,413		—		10,154			2,148		9,419		(5,234		)	1998/2000	6/6/1989	40 years
Pacific Torrey Daycare	—		715		—		1,914			911		1,718		(939		)	1996-1997	6/6/1989	40 years
Torrey Reserve Building 6	—		—		—		8,006			682		7,324		(1,787		)	2013	6/6/1989	40 years
Torrey Reserve Building 5	—		—		—		4,010			1,017		2,993		(358		)	2014	6/6/1989	40 years
Torrey Reserve Building 13 & 14	—		—		—		15,916			2,188		13,728		(1,981		)	2015	6/6/1989	40 years
Torrey Point	—		2,073		741		45,229			5,050		42,993		(1,655		)	2018	5/9/1997	40 years
La Jolla Commons
La Jolla Commons I-II	—		62,312		393,662		882			62,312		394,544		(8,060		)	2008-2014	6/20/2019	40 years
La Jolla Commons Land	—		20,446		—		1,592			20,446		1,592		—			N/A	6/20/2019	N/A
Imperial Beach Gardens	—		1,281		4,820		5,049			1,281		9,869		(8,209		)	1959/2008	7/31/1985	30 years
Loma Palisades	—		14,000		16,570		28,085			14,052		44,603		(29,226		)	1958/2001-2008	7/20/1990	30 years
Mariner’s Point	—		2,744		4,540		1,695			2,744		6,235		(3,683		)	1986	5/9/2001	30 years
Santa Fe Park RV Resort	—		401		928		1,061			401		1,989		(1,515		)	1971/2007-2008	6/1/1979	30 years
Pacific Ridge Apartments	—		47,971		178,497		1,643			47,971		180,140		(17,930		)	2013	4/28/2017	30 years
Hassalo on Eighth - Multifamily	—		—		—		178,075			6,219		171,856		(25,645		)	2015	7/1/2011	30 years

	Encumbrance as of December 31, 2019		Initial Cost				Cost Capitalized Subsequent to Acquisition		Gross Carrying Amount at December 31, 2019				Accumulated Depreciation and Amortization			Year Built/ Renovated	Date Acquired	Life on which depreciation in latest income statements is computed
Description			Land		Building and Improvements				Land		Building and Improvements
Waikiki Beach Walk:
Retail	—		45,995		74,943		851		45,995		75,794		(21,039		)	2006	1/19/2011	35 years
Hotel	—		30,640		60,029		10,329		30,640		70,358		(22,191		)	2008/2014	1/19/2011	35 years
	$	162,003	$	593,583	$	1,784,945	$	810,169	$	628,556	$	2,560,141	$	(665,222	)

(1) For Federal tax purposes, the aggregate tax basis is approximately $2.4 billion as of December 31, 2019.

	Year Ended December 31,
	2019			2018			2017
Real estate assets
Balance, beginning of period	$	2,630,191		2,614,138			2,301,006
Additions:
Property acquisitions	476,421			—			270,602
Improvements	101,285			62,790			44,755
Deductions:
Cost of Real Estate Sold	(8,845		)	—			—
Other (1)	(10,355		)	(46,737		)	(2,225		)
Balance, end of period	$	3,188,697		$	2,630,191		$	2,614,138
Accumulated depreciation
Balance, beginning of period	$	590,338		$	537,431		$	469,460
Additions—depreciation	85,428			99,644			70,196
Deductions:
Cost of Real Estate Sold	(189		)	—			—
Other (1)	(10,355		)	(46,737		)	(2,225		)
Balance, end of period	$	665,222		$	590,338		$	537,431

(1)

Other deductions for the years ended December 31, 2019, 2018 and 2017 represent the write-off of fully depreciated assets.

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Other Income (Expenses) (Notes)

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE)

OTHER INCOME (EXPENSE)

The principal components of other income (expense), net are as follows (in thousands):

    

	Year Ended December 31,
	2019			2018			2017
Interest and investment income	$	696		$	238		$	548
Income tax expense	(819		)	(327		)	(214		)
Other non-operating income	1			4			—
Total other income (expense)	$	(122	)	$	(85	)	$	334

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Acquired In-Place Leases and Above/Below Market Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Schedule of acquired lease intangibles included in other assets and other liabilities

Increases (decreases) in net income as a result of amortization of our in-place leases, above market leases and below market leases are as follows (in thousands): 

    

	Year Ended December 31,
	2019			2018			2017
Amortization of in-place leases	$	(4,762	)	$	(2,090	)	$	(8,769	)
Amortization of above market leases	(345		)	(660		)	(934		)
Amortization of below market leases	4,131			4,230			4,239
Net income (loss)	$	(976	)	$	1,480		$	(5,464	)

The following summarizes our acquired lease intangibles, which are included in other assets and other liabilities and deferred credits (in thousands):

    

	December 31, 2019			December 31, 2018
In-place leases	$	63,896		$	40,884
Accumulated amortization	(32,672		)	(34,603		)
Above market leases	7,534			11,963
Accumulated amortization	(7,351		)	(11,445		)
Acquired lease intangible assets, net	$	31,407		$	6,799
Below market leases	$	62,126		$	63,172
Accumulated accretion	(36,674		)	(37,220		)
Acquired lease intangible liabilities, net	$	25,452		$	25,952

Future Amortization for Acquired In-Place Leases

As of December 31, 2019, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands): 

    

	In-Place Leases		Above Market Leases		Below Market Leases
Year Ending December 31,
2020	$	4,903	$	62	$	3,382
2021	4,244		28		3,148
2022	3,589		28		2,579
2023	3,363		27		2,329
2024	3,178		24		2,038
Thereafter	11,947		14		11,976
	$	31,224	$	183	$	25,452

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Component of Rental Income and Expense (Tables)

12 Months Ended

Dec. 31, 2019

Operating Leases, Income Statement, Lease Revenue [Abstract]

Principal components of rental income

The principal components of rental income are as follows (in thousands): 

    

	Year Ended December 31,
	2019		2018		2017
Minimum rents
Office	$	136,118	$	95,081	$	93,128
Retail	99,601		77,147		76,201
Multifamily	47,448		46,897		40,217
Mixed-Use	15,702		11,019		10,564
Cost reimbursement	—		34,584		34,267
Percentage rent	2,476		3,149		3,214
Hotel revenue	40,297		40,049		39,545
Other	2,223		1,611		1,667
Total rental income	$	343,865	$	309,537	$	298,803

Principal components of rental expenses

The principal components of rental expenses are as follows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Rental operating	$	38,331	$	37,322	$	34,944
Hotel operating	24,522		24,030		24,254
Repairs and maintenance	17,035		13,486		13,136
Marketing	2,538		2,108		2,053
Rent	3,372		3,216		3,119
Hawaii excise tax	4,160		4,333		4,454
Management fees	2,009		1,987		2,046
Total rental expenses	$	91,967	$	86,482	$	84,006

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Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Financial liabilities measured at fair value on recurring basis

A summary of our financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy is as follows (in thousands):

	December 31, 2019								December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Deferred compensation liability	$	—	$	1,669	$	—	$	1,669	$	—	$	1,424	$	—	$	1,424
Interest rate swap asset	$	—	$	434	$	—	$	434	$	—	$	6,002	$	—	$	6,002
Interest rate swap liability	$	—	$	1,317	$	—	$	1,317	$	—	$	801	$	—	$	801

Carrying amount and fair value of financial instruments

A summary of the carrying amount and fair value of our financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands):

	December 31, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured notes payable	$	161,879	$	166,885	$	182,572	$	183,253
Unsecured term loan	$	248,864	$	250,000	$	248,765	$	250,000
Unsecured senior guaranteed notes	$	946,916	$	975,291	$	797,098	$	790,267
Unsecured line of credit	$	—	$	—	$	62,337	$	64,000

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Derivative and Hedging (Tables)

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

The following is a summary of the terms of the interest rate swaps as of December 31, 2019 (dollars in thousands):

Swap Counterparty	Notional Amount		Effective Date	Maturity Date	Fair Value
Bank of America, N.A.	$	100,000	1/9/2019	1/9/2021	$	(1,317	)
U.S. Bank N.A.	$	100,000	3/1/2016	3/1/2023	$	279
Wells Fargo Bank, N.A.	$	50,000	5/2/2016	3/1/2023	$	155

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
OPERATING ACTIVITIES
Net income	$ 60,188	$ 27,202	$ 40,132
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(6,985)	(1,157)	(2,547)
Depreciation and amortization	96,205	107,093	83,278
Amortization of debt issuance costs and debt fair value adjustments	1,467	1,530	3,058
Gain on sale of real estate	633	0	0
Stock-based compensation expense	4,477	3,039	4,735
Settlement of forward interest rate swap agreement	513	0	10,667
Lease termination income	(4,518)	0	0
Other noncash interest expense	(1,304)	(1,279)	(1,114)
Other, net	6,497	383	901
Changes in operating assets and liabilities
Change in accounts receivable	(1,071)	(336)	(1,116)
Change in other assets	(2,420)	(227)	(499)
Change in accounts payable and accrued expenses	5,956	(3,297)	7,632
Change in security deposits payable	(971)	2,274	456
Change in other liabilities and deferred credits	(3,585)	1,282	270
Net cash provided by operating activities	153,816	136,507	145,853
INVESTING ACTIVITIES
Acquisition of real estate, net	507,780	0	278,141
Capital expenditures	(88,327)	(54,411)	(47,496)
Proceeds from sale of real estate, net of selling costs	8,191	0	0
Leasing commissions	(11,267)	(9,936)	(4,927)
Net cash used in investing activities	(599,183)	(64,347)	(330,564)
FINANCING ACTIVITIES
Repayment of secured notes payable	(20,762)	(97,124)	(167,139)
Proceeds from unsecured line of credit	59,000	84,000	173,000
Repayment of unsecured line of credit	123,000	20,000	193,000
Proceeds from issuance of unsecured notes payable	150,000	0	450,000
Debt issuance costs	(1,103)	(2,727)	(2,401)
Proceeds from issuance of common stock, net	515,354	(236)	29,873
Dividends paid to common stock and unitholders	(80,605)	(70,228)	(67,537)
Shares withheld for employee taxes	(1,338)	(527)	(882)
Net cash provided by (used in) financing activities	497,546	(106,842)	221,914
Net (decrease) increase in cash and cash equivalents	52,179	(34,682)	37,203
Cash, cash equivalents and restricted cash, beginning of year	57,272	91,954	54,751
Cash, cash equivalents and restricted cash, end of year	109,451	57,272	91,954
Cash and cash equivalents	99,303	47,956	82,610
Restricted cash	10,148	9,316	9,344
American Assets Trust, L.P.
OPERATING ACTIVITIES
Net income	60,188	27,202	40,132
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(6,985)	(1,157)	(2,547)
Depreciation and amortization	96,205	107,093	83,278
Amortization of debt issuance costs and debt fair value adjustments	1,467	1,530	3,058
Gain on sale of real estate	633	0	0
Stock-based compensation expense	4,477	3,039	4,735
Settlement of forward interest rate swap agreement	513	0	10,667
Lease termination income	(4,518)	0	0
Other noncash interest expense	(1,304)	(1,279)	(1,114)
Other, net	6,497	383	901
Changes in operating assets and liabilities
Change in accounts receivable	(1,071)	(336)	(1,116)
Change in other assets	(2,420)	(227)	(499)
Change in accounts payable and accrued expenses	5,956	(3,297)	7,632
Change in security deposits payable	(971)	2,274	456
Change in other liabilities and deferred credits	(3,585)	1,282	270
Net cash provided by operating activities	153,816	136,507	145,853
INVESTING ACTIVITIES
Acquisition of real estate, net	507,780	0	278,141
Capital expenditures	(88,327)	(54,411)	(47,496)
Proceeds from sale of real estate, net of selling costs	8,191	0	0
Leasing commissions	(11,267)	(9,936)	(4,927)
Net cash used in investing activities	(599,183)	(64,347)	(330,564)
FINANCING ACTIVITIES
Repayment of secured notes payable	(20,762)	(97,124)	(167,139)
Proceeds from unsecured line of credit	59,000	84,000	173,000
Repayment of unsecured line of credit	123,000	20,000	193,000
Proceeds from issuance of unsecured notes payable	150,000	0	450,000
Debt issuance costs	(1,103)	(2,727)	(2,401)
Contributions from American Assets Trust, Inc.	515,354	(236)	29,873
Dividends paid to common stock and unitholders	(80,605)	(70,228)	(67,537)
Shares withheld for employee taxes	(1,338)	(527)	(882)
Net cash provided by (used in) financing activities	497,546	(106,842)	221,914
Net (decrease) increase in cash and cash equivalents	52,179	(34,682)	37,203
Cash, cash equivalents and restricted cash, beginning of year	57,272	91,954	54,751
Cash, cash equivalents and restricted cash, end of year	109,451	57,272	91,954
Cash and cash equivalents	99,303	47,956	82,610
Restricted cash	$ 10,148	$ 9,316	$ 9,344

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Income Taxes (Notes)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2011. As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. Taxable income from non-REIT activities managed through our TRS is subject to federal and state income taxes.

We lease our hotel property to a wholly owned TRS that is subject to federal and state income taxes. We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases. Additionally, we classify certain state taxes as income taxes for financial reporting purposes in accordance with ASC Topic 740, Income Taxes.

A deferred tax liability is included in our consolidated balance sheets of $0.3 million and $0.1 million as of December 31, 2019 and 2018, respectively, in relation to real estate asset basis differences and prepaid expenses for our TRS.

The income tax provision included in other income (expense) on the consolidated statement of income is as follows (in thousands):

	Year Ended December 31,
	2019			2018			2017
Current:
Federal	$	48		$	60		$	—
State	625			465			422
Deferred:
Federal	$	237		$	(6	)	$	—
State	(91		)	(192		)	(208		)
Provision for income taxes	$	819		$	327		$	214

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Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2019	Dec. 31, 2018
ASSETS
Operating real estate		$ 3,096,886	$ 2,549,571
Construction in progress		91,264	71,228
Held for development		547	9,392
Total Real estate, at cost		3,188,697	2,630,191
Accumulated depreciation		(665,222)	(590,338)
Net real estate		2,523,475	2,039,853
Cash and cash equivalents		99,303	47,956
Restricted cash		10,148	9,316
Accounts receivable, net		12,016	9,289
Deferred rent receivables, net		52,171	39,815
Other assets, net		93,220	52,021
TOTAL ASSETS		2,790,333	2,198,250
LIABILITIES AND EQUITY
Secured notes payable		161,879	182,572
Unsecured notes payable		1,195,780	1,045,863
Unsecured line of credit		0	62,337
Accounts payable and accrued expenses		62,576	46,616
Security deposits payable		8,316	8,844
Other liabilities and deferred credits		68,110	49,547
Total liabilities		1,496,661	1,395,779
Commitments and contingencies (Note 12)
American Assets Trust, Inc. stockholders' equity
Common stock, $0.01 par value, 490,000,000 shares authorized, 60,068,228 and 47,335,409 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively		601	474
Additional paid-in capital		1,452,014	920,661
Accumulated dividends in excess of net income		(144,378)	(128,778)
Accumulated other comprehensive income		5,680	10,620
Total American Assets Trust, Inc. stockholders' equity		1,313,917	802,977
Noncontrolling interests		(20,245)	(506)
Total equity		1,293,672	802,471
TOTAL LIABILITIES AND EQUITY		2,790,333	2,198,250
American Assets Trust, L.P.
ASSETS
Operating real estate		3,096,886	2,549,571
Construction in progress		91,264	71,228
Held for development		547	9,392
Total Real estate, at cost		3,188,697	2,630,191
Accumulated depreciation		(665,222)	(590,338)
Net real estate		2,523,475	2,039,853
Cash and cash equivalents		99,303	47,956
Restricted cash		10,148	9,316
Accounts receivable, net		12,016	9,289
Deferred rent receivables, net		52,171	39,815
Other assets, net		93,220	52,021
TOTAL ASSETS		2,790,333	2,198,250
LIABILITIES AND EQUITY
Secured notes payable		161,879	182,572
Unsecured notes payable		1,195,780	1,045,863
Unsecured line of credit		0	62,337
Accounts payable and accrued expenses		62,576	46,616
Security deposits payable		8,316	8,844
Other liabilities and deferred credits		68,110	49,547
Total liabilities		1,496,661	1,395,779
American Assets Trust, Inc. stockholders' equity
Accumulated other comprehensive income		7,716	14,591
TOTAL LIABILITIES AND EQUITY		2,790,333	2,198,250
Partners' Capital [Abstract]
Limited partners' capital, 16,390,548 and 17,177,608 units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively		(22,281)	(4,477)
General partner's capital, 60,068,228 and 47,335,409 units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively		1,308,237	792,357
Total capital		1,293,672	802,471
Limited Partner | American Assets Trust, L.P.
Partners' Capital [Abstract]
Total capital	[1]	(22,281)	(4,477)
General Partner | American Assets Trust, L.P.
Partners' Capital [Abstract]
Total capital	[2]	1,308,237	792,357
Accumulated Other Comprehensive Income (Loss) | American Assets Trust, L.P.
Partners' Capital [Abstract]
Total capital		$ 7,716	$ 14,591

[1] Consists of limited partnership interests held by third parties.

[2] Consists of general and limited partnership interests held by American Assets Trust, Inc.

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Debt (Notes)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

DEBT

DEBT

Debt of American Assets Trust, Inc.

American Assets Trust, Inc. does not hold any indebtedness. All debt is held directly or indirectly by the Operating Partnership; however, American Assets Trust, Inc. has guaranteed the Operating Partnership's Second Amended and Restated Credit Facility, term loan and carve-out guarantees on property-level debt.

Debt of American Assets Trust, L.P.

Secured notes payable

The following is a summary of the Operating Partnership's total secured notes payable outstanding as of December 31, 2019 and December 31, 2018 (in thousands):

Description of Debt	Principal Balance as of						Stated Interest Rate		Stated Maturity Date
	December 31, 2019			December 31, 2018			as of December 31, 2019
Torrey Reserve—North Court (1)(2)	—			19,620			7.22	%	June 1, 2019
Torrey Reserve—VCI, VCII, VCIII (2)	6,498			6,635			6.36	%	June 1, 2020
Solana Beach Corporate Centre I-II (2)	10,270			10,502			5.91	%	June 1, 2020
Solana Beach Towne Centre (2)	34,235			35,008			5.91	%	June 1, 2020
City Center Bellevue (3)	111,000			111,000			3.98	%	November 1, 2022
	162,003			182,765
Debt issuance costs, net of accumulated amortization of $449 and $671, respectively	(124		)	(193		)
Total Secured Notes Payable	$	161,879		$	182,572

(1) Loan repaid in full, without premium or penalty, on March 1, 2019.

(2) Principal payments based on a 30-year amortization schedule.

(3) Interest only.

Certain loans require us to comply with various financial covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2019, we were in compliance with all loan covenants.

Unsecured notes payable

The following is a summary of the Operating Partnership's total unsecured notes payable outstanding as of December 31, 2019 and December 31, 2018 (in thousands):

Description of Debt	Principal Balance as of						Stated Interest Rate			Stated Maturity Date
	December 31, 2019			December 31, 2018			as of December 31, 2019
Term Loan A	$	100,000		$	100,000		Variable		(1)	January 9, 2021
Senior Guaranteed Notes, Series A	150,000			150,000			4.04	%	(2)	October 31, 2021
Term Loan B	100,000			100,000			Variable		(3)	March 1, 2023
Term Loan C	50,000			50,000			Variable		(4)	March 1, 2023
Senior Guaranteed Notes, Series F	100,000			100,000			3.78	%	(5)	July 19, 2024
Senior Guaranteed Notes, Series B	100,000			100,000			4.45	%		February 2, 2025
Senior Guaranteed Notes, Series C	100,000			100,000			4.50	%		April 1, 2025
Senior Guaranteed Notes, Series D	250,000			250,000			4.29	%	(6)	March 1, 2027
Senior Guaranteed Notes, Series E	100,000			100,000			4.24	%	(7)	May 23, 2029
Senior Guaranteed Notes, Series G	150,000			—			3.91	%	(8)	July 30, 2030
	1,200,000			1,050,000
Debt issuance costs, net of accumulated amortization of $7,835 and $6,844, respectively	(4,220		)	(4,137		)
Total Unsecured Notes Payable	$	1,195,780		$	1,045,863

(1) The company has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately 3.08% through its maturity date and extension options, subject to adjustments based on the Operating Partnership's consolidated leverage ratio.

(2) The company entered into a one month forward-starting seven years swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $1.6 million (see Note 8). The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

(3) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan B at approximately 3.15% through its maturity date, subject to adjustments based on our consolidated leverage ratio. Effective March 1, 2018, the effective interest rate associated with Term Loan B is approximately 2.75%, subject to adjustments based on our consolidated leverage ratio.

(4) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan C at approximately 3.14% through its maturity date, subject to adjustments based on our consolidated leverage ratio. Effective March 1, 2018, the effective interest rate associated with Term Loan C is approximately 2.74%, subject to adjustments based on our consolidated leverage ratio.

(5) The Operating Partnership entered into a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85% per annum.

(6) The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million. The forward-starting interest swap rate contracts were deemed to be highly effective cash flow hedges, accordingly, the effective interest rate is approximately 3.87% per annum.

(7) The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $0.7 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18% per annum.

(8) The Operating Partnership entered into a treasury lock contract on June 20, 2019, which was settled on July 17, 2019 at a gain of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

On March 1, 2016, the Operating Partnership entered into a Term Loan Agreement with each lender from time to time party thereto, and U.S. Bank National Association, as Administrative Agent (as amended, the “Term Loan Agreement”). The Term Loan Agreement provides for a new, seven years unsecured term loan to the Operating Partnership of $100 million that matures on March 1, 2023 (“Term Loan B”). Concurrent with the closing of the Term Loan Agreement, the Operating Partnership drew down the entirety of Term Loan B.

On May 2, 2016, the Operating Partnership entered into a Joinder and First Amendment to the Term Loan Agreement to provide for a new lender to fund an incremental term loan. The Joinder and First Amendment provides for a new, seven years unsecured term loan to the Operating Partnership of $50 million that matures on March 1, 2023 ("Term Loan C"). Term Loan

C has the same borrowing terms as the Term Loan Agreement noted below. Concurrent with the closing of the Joinder and First Amendment, the Operating Partnership drew down the entirety of Term Loan C.

Borrowings under the Term Loan Agreement with respect to Term Loan B and Term Loan C bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from 1.70% to 2.35% based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) 0%, (b) the prime rate, (c) the federal funds rate plus 50 bps or (d) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.70% to 1.35% based on our consolidated leverage ratio. The company entered into interest rate swap agreements intended to fix the interest rates associated with Term Loan B and Term Loan C at approximately 3.15% and 3.14%, respectively, through the maturity dates, subject to adjustments based on our consolidated leverage ratio.

The Term Loan Agreement contains a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Term Loan Agreement, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest under Term Loan B or Term Loan C, and (ii) a default in the payment of certain other indebtedness of the Operating Partnership, the company or their subsidiaries, the principal and accrued and unpaid interest and prepayment penalties on the outstanding Term Loan B or Term Loan C will become due and payable at the option of the lenders.

On January 9, 2018, we entered into the Third Amendment (“Third Amendment”) to the Term Loan Agreement, which maintains the seven years $150 million unsecured term loan (Term Loan B and Term Loan C) to the Operating Partnership that matures on March 1, 2023 (the “$150mm Term Loan”). Effective as of March 1, 2018, borrowings under the Term Loan Agreement with respect to the $150mm Term Loan bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) LIBOR, plus a spread which ranges from 1.20% to 1.70% based on the Operating Partnership’s consolidated leverage ratio, or (2) a base rate equal to the highest of (a) 0%, (b) the prime rate, (c) the federal funds rate plus 50 bps or (d) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.70% to 1.35% based on the Operating Partnership’s consolidated leverage ratio. The foregoing rates are intended to be more favorable than previously contained in the Term Loan Agreement. Additionally, the Operating Partnership may elect for borrowings to bear interest based on a ratings-based pricing grid as per the Operating Partnership’s then-applicable investment grade debt ratings under the terms set forth in the Term Loan Agreement.

On October 31, 2014, the Operating Partnership entered into a note purchase agreement (the "Note Purchase Agreement") with a group of institutional purchasers that provided for the private placement of an aggregate of $350 million of senior guaranteed notes, of which (i) $150 million are designated as 4.04% Senior Guaranteed Notes, Series A, due October 31, 2021 (the “Series A Notes”), (ii) $100 million are designated as 4.45% Senior Guaranteed Notes, Series B, due February 2, 2025 (the “Series B Notes”) and (iii) $100 million are designated as 4.50% Senior Guaranteed Notes, Series C, due April 1, 2025 (the “Series C Notes”). The Series A Notes were issued on October 31, 2014, the Series B Notes were issued on February 2, 2015 and the Series C Notes were issued on April 2, 2015. The Series A Notes, the Series B Notes and the Series C Notes will pay interest quarterly on the last day of January, April, July and October until their respective maturities.

On March 1, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $250 million of 4.29% Senior Guaranteed Notes, Series D, due March 1, 2027 (the "Series D Notes"). The Series D Notes were issued on March 1, 2017 and will pay interest quarterly on the last day of January, April, July and October until their respective maturities.

On May 23, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 4.24% Senior Guaranteed Notes, Series E, due May 23, 2029 (the "Series E Notes"). The Series E Notes were issued on May 23, 2017 and will pay interest semi-annually on the 23rd of May and November until their respective maturities.

On July 19, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 3.78% Senior Guaranteed Notes, Series F, due July 19, 2024 (the "Series F Notes"). The Series F Notes were issued on July 19, 2017 and will pay interest semi-annually on the 31st of January and July until their respective maturities.

On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $150 million of 3.91% Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, and Series G Notes are referred to herein as, the

“Notes".) The Series G Notes were issued on July 30, 2019 and will pay interest semi-annually on the 30th of July and January until their maturity.

The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase Agreement).

The Note Purchase Agreements contain a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness by us or our subsidiaries, the principal, accrued and unpaid interest, and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the purchasers.

The Operating Partnership's obligations under the Notes are fully and unconditionally guaranteed by the Operating Partnership and certain of the Operating Partnership's subsidiaries.

Certain loans require the Operating Partnership to comply with various financial covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2019, the Operating Partnership was in compliance with all loan covenants.

Scheduled principal payments on secured and unsecured notes payable as of December 31, 2019 are as follows (in thousands):

2020	$	51,003
2021	250,000
2022	111,000
2023	150,000
2024	100,000
Thereafter	700,000
	$	1,362,003

Credit Facility

On January 9, 2014, the company and the Operating Partnership entered into an amended and restated credit agreement (the "Prior Credit Facility"), or the amended and restated credit facility, which amended and restated the then in-place credit facility. The amended and restated credit facility provides for aggregate, unsecured borrowing of $350 million, consisting of a revolving line of credit of $250 million (the "Prior Revolver Loan") and a term loan of $100 million (the "Term Loan A"). The Prior Credit Facility had an accordion feature that allowed the Operating Partnership to increase the availability thereunder up to an additional $250 million, subject to meeting specified requirements and obtaining additional commitments from lenders.

On October 16, 2014, we entered into a first amendment to the Prior Credit Agreement that amended provisions of the Prior Credit Agreement to, among other things, (1) describe the treatment of our pari passu obligations under the amended and restated credit agreement and (2) remove the material acquisition provisions previously set forth in the Prior Credit Agreement.

Borrowings under the Prior Credit Facility initially bore interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from (a) 1.35%-1.95% (with respect to the Prior Revolver Loan) and (b) 1.30% to 1.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, plus a spread which ranges from (i) 0.35%-0.95% (with respect to the Prior Revolver Loan) and (ii) 0.30% to 0.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio. The foregoing rates were more favorable than previously contained in the credit agreement in place as of December 31, 2013. If American Assets Trust, Inc. obtained an investment grade debt rating, under the terms set forth in the Prior Credit Facility, the spreads would further improve.

The Prior Revolver Loan initially matured on January 9, 2018, subject to the Operating Partnership's option to extend the Prior Revolver Loan up to two times, with each such extension for a six months period. The Term Loan initially matured on January 9, 2016, subject to our option to extend the Term Loan A up to three times, with each such extension for a 12-month

period. The foregoing extension options were exercisable by us subject to the satisfaction of certain conditions. Effective as of January 8, 2018, the Operating Partnership exercised the third of three options to extend the maturity date of Term Loan A to January 9, 2019.

Concurrent with the closing of the Prior Credit Facility, the Operating Partnership drew down on the entirety of the $100 million Term Loan, which remains outstanding and is included in unsecured notes payable as discussed above.

Additionally, the Prior Credit Facility included a number of financial covenants, including:

• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%,

• A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 40%,

• A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,

• A minimum unsecured interest coverage ratio of 1.75x,

• A maximum unsecured leverage ratio of 60%,

• A minimum tangible net worth of $721.16 million, and 75% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and

• Recourse indebtedness at any time cannot exceed 15% of total asset value.

The Prior Credit Facility provided that American Assets Trust, Inc.'s annual distributions may not exceed the greater of (1) 95% of our funds from operations (“FFO”) or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.

American Assets Trust, Inc. and certain of its subsidiaries guaranteed the obligations under the Prior Credit Agreement, and certain of its subsidiaries pledged specified equity interests in our subsidiaries as collateral for our obligations under the Prior Credit Facility.

On January 9, 2018, we entered into a second amended and restated credit agreement (the "Second Amended and Restated Credit Facility"), which amended and restated the Prior Credit Agreement. The Second Amended and Restated Credit Facility provides for aggregate, unsecured borrowing of $450 million, consisting of a revolving line of credit of $350 million (the "Revolver Loan") and a term loan of $100 million (the "Term Loan A"). The Second Amended and Restated Credit Facility has an accordion feature that may allow us to increase the availability thereunder up to an additional $250 million, subject to meeting specified requirements and obtaining additional commitments from lenders. At December 31, 2019, there was no outstanding balance under the Revolver Loan and we had incurred approximately $1.3 million of debt issuance costs, net, which are recorded in other assets, net on the consolidated balance sheet.

Borrowings under the Second Amended and Restated Credit Facility initially bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from (a) 1.05% to 1.50% (with respect to the Revolver Loan) and (b) 1.30% to 1.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) LIBOR plus 100 bps, plus a spread which ranges from (i) 0.10% to 0.50% (with respect to the Revolver Loan) and (ii) 0.30% to 0.90% (with respect to Term Loan A), in each case based on our consolidated leverage ratio. The foregoing rates are more favorable than previously contained in the Prior Credit Facility in place as of December 31, 2017. For the year-ended December 31, 2019, the weighted average interest rate on the Revolver Loan was 3.55%.

The Revolver Loan initially matures on January 9, 2022, subject to our option to extend the Revolver Loan up to two times, with each such extension for a six months period. The extension options are exercisable by us subject to the satisfaction of certain conditions.

On January 9, 2019, we entered into the first amendment (“First Amendment”) to the Second Amended and Restated Credit Facility, which extended the maturity date of Term Loan A to January 9, 2021, subject to three, one year extension options.   Additionally, in connection with the First Amendment, borrowings under the Second Amended and Restated Credit Facility with respect to Term Loan bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from 1.20% to 1.70% based on our consolidated total leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the

federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.20% to 0.70% based on our consolidated total leverage ratio. The foregoing rates are more favorable than previously contained in the Second Amended and Restated Credit Facility (prior to entry into the First Amendment) with respect to Term Loan A. 

Additionally, the Second Amended and Restated Credit Facility includes a number of customary financial covenants, including:

• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%,

• A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 40%,

• A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,

• A minimum unsecured interest coverage ratio of 1.75x,

• A maximum unsecured leverage ratio of 60%, and

• Recourse indebtedness at any time cannot exceed 15% of total asset value.

The Second Amended and Restated Credit Facility provides that our annual distributions may not exceed the greater of (1) 95% of our FFO or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.

As of December 31, 2019, the Operating Partnership was in compliance with all then in-place Second Amended and Restated Credit Facility covenants.

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Commitments and Contingencies (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) Property mo Customer	Dec. 31, 2018
Commitment And Contingencies [Line Items]
Termination payment, as high as | $	$ 7.6
Transfer taxes accrued in connection with the Offering | $	$ 6.6
Maximum percentage of total revenue provided by any single tenant	10.00%	10.00%
Southern California
Commitment And Contingencies [Line Items]
Number of consolidated properties located in Southern California | Property	15
Total Revenue | Southern California
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	37.60%
Total Revenue | Hawaii
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	17.30%
Rental Income
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	13.90%
Number of tenants that comprise 13.9% of total annualized based rent | Customer	3
Total Revenues | Retail industry
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	29.30%	31.90%
Total Revenues | Office industry
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	39.50%	34.00%
Base Rent | LPL Holdings, LLC
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	7.50%
Alamo Quarry Market and Waikele Center | Total Revenue
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	10.00%	11.70%
Maximum | Tenants
Commitment And Contingencies [Line Items]
Percentage of total revenue provided by properties	2.00%
Maximum | Del Monte Center | Ground Water Contamination
Commitment And Contingencies [Line Items]
Environmental remediation monitoring period	7 years
Minimum | Del Monte Center | Ground Water Contamination
Commitment And Contingencies [Line Items]
Environmental remediation monitoring period	5 years
Waikiki Beach Walk - Retail
Commitment And Contingencies [Line Items]
Property management fee, percent	3.00%
Outrigger Hotels
Commitment And Contingencies [Line Items]
Property management fee, percent	6.00%
Number of calendar months termination fee is based	2 months
Maximum percentage of hotel's fiscal year gross revenues paid for aggregate yearly management fee	3.50%
Previous months of management fees	12 months
Hotel management agreement default penalty factor of previous twelve months of management fees in first 11 years of term	8
Years in hotel management agreement term	11 years
Hotel management agreement default penalty factor of previous twelve months of management fees in twelfth year of term	4
Hotel management agreement default penalty factor of previous twelve months of management fees in thirteenth year of term	3
Hotel management agreement default penalty factor of previous twelve months of management fees in fourteenth year of term	2
Hotel management agreement default penalty factor of previous twelve months of management fees in fifteenth year of term	1
Outrigger Hotels | Year of Agreement, 12th
Commitment And Contingencies [Line Items]
Years in hotel management agreement term	15 years
Outrigger Hotels | Year of Agreement, 13th
Commitment And Contingencies [Line Items]
Years in hotel management agreement term	14 years
Outrigger Hotels | Year of Agreement, 14th
Commitment And Contingencies [Line Items]
Years in hotel management agreement term	13 years
Outrigger Hotels | Year of Agreement, 15th
Commitment And Contingencies [Line Items]
Years in hotel management agreement term	12 years
Outrigger Hotels | Maximum
Commitment And Contingencies [Line Items]
Property management fee, percent	3.00%
Wbw Hotel Lessee Llc
Commitment And Contingencies [Line Items]
Years of contract	20 years
Percentage of hotel occupancy gross revenue paid for program fee	4.00%
Wbw Hotel Lessee Llc | Future Time Period Prior to 12-31-2021
Commitment And Contingencies [Line Items]
Percentage of hotel occupancy gross revenue paid for franchise royalty fee	4.00%
Wbw Hotel Lessee Llc | Future Time Period After 12-31-2021
Commitment And Contingencies [Line Items]
Percentage of hotel occupancy gross revenue paid for franchise royalty fee	5.00%

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Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Mar. 01, 2019	Jul. 01, 2017	Jul. 01, 2016	Jul. 01, 2015	Jul. 01, 2014
Related Party Transaction [Line Items]
Total rental income	$ 343,865	$ 309,537	$ 298,803
Investment in WBW CHP LLC, in percentage	47.70%
WBW CHP LLC
Related Party Transaction [Line Items]
Recovered reimbursements of operating expenses of WBW CHP LLC	$ 1,100	$ 1,100	$ 1,000
Common Stock
Related Party Transaction [Line Items]
Common shares issued (in shares)	11,871,552	0	700,000
Insurance Company of the West, Inc. | Board of Directors Chairman
Related Party Transaction [Line Items]
Total rental income	$ 0	$ 100	$ 100
Prepaid insurance					$ 200	$ 200	$ 200	$ 400
American Assets, Inc. | Board of Directors Chairman
Related Party Transaction [Line Items]
Total rental income	200	100
Lessor, Operating Lease, Term of Contract				3 years
EDisability, LLC | Board of Directors Chairman
Related Party Transaction [Line Items]
Total rental income	200	100
AAI Aviation, Inc. | Board of Directors Chairman
Related Party Transaction [Line Items]
Aviation expense	$ 200	$ 100	$ 100
Insurance Company of the West, Inc. | Board of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership interests classified as noncontrolling	32.00%
Insurance Company of the West, Inc. | Common Stock | Board of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership interests classified as noncontrolling	12.60%
Insurance Company of the West, Inc. | Member Units | Board of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership interests classified as noncontrolling	19.50%

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Segment Reporting Net Real Estate and Secured Note Payable Balances for Each Segment (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Net real estate		$ 2,523,475	$ 2,039,853
Secured Notes Payable	[1]	162,003	182,765
Capital Expenditures and Leasing Commissions	[2]	99,594	64,347
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively		1,256	0
Total Retail
Segment Reporting Information [Line Items]
Net real estate		624,912	628,734
Secured Notes Payable		34,235	35,008
Capital Expenditures and Leasing Commissions		22,844	14,219
Total Office
Segment Reporting Information [Line Items]
Net real estate		1,317,854	822,574
Secured Notes Payable		127,768	147,757
Capital Expenditures and Leasing Commissions		64,549	45,192
Total Multifamily
Segment Reporting Information [Line Items]
Net real estate		401,152	412,042
Capital Expenditures and Leasing Commissions		3,711	3,659
Total Mixed-Use
Segment Reporting Information [Line Items]
Net real estate		179,557	176,503
Capital Expenditures and Leasing Commissions		8,490	1,277
American Assets Trust, L.P.
Segment Reporting Information [Line Items]
Net real estate		2,523,475	2,039,853
Secured notes payable | American Assets Trust, L.P.
Segment Reporting Information [Line Items]
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively		$ 124	$ 193

[1] Excludes unamortized debt issuance costs of $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively.

[2] Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.

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LEASES - Lease Costs & Additional Lease Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Operating lease cost	$ 3,334
Variable lease cost	0
Sublease income	(3,098)
Lease cost	$ 236
Weighted-average remaining lease term - operating leases (in years)	1 year 8 months 12 days
Weighted-average discount rate - operating leases (as a percent)	4.13%

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Fair Value of Financial Instruments Carrying Amount and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Secured notes payable | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 161,879	$ 182,572
Secured notes payable | Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	166,885	183,253
Unsecured debt | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	248,864	248,765
Unsecured debt | Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	250,000	250,000
Unsecured senior guaranteed notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	946,916	797,098
Unsecured senior guaranteed notes | Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	975,291	790,267
Unsecured line of credit | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	0	62,337
Unsecured line of credit | Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 0	$ 64,000

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Acquired In-Place Leases and Above/Below Market Leases Increases (Decreases) in Net Income as Result of Amortization of In-Place Leases Above Market Leases and Below Market Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of leases	$ (976)	$ 1,480	$ (5,464)
Amortization of below market leases	4,131	4,230	4,239
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of leases	(4,762)	(2,090)	(8,769)
Above market leases
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of leases	$ (345)	$ (660)	$ (934)

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Debt Summary of Total Unsecured Notes Payable Outstanding (Details) $ in Thousands																12 Months Ended
		Jul. 17, 2019 USD ($)	Jan. 09, 2019 Extension_Option	Jun. 23, 2017 USD ($)	May 31, 2017	May 11, 2017 USD ($)	Apr. 25, 2017	Jan. 18, 2017 USD ($)	May 02, 2016	Apr. 07, 2016	Mar. 29, 2016	Mar. 23, 2016	Mar. 01, 2016	Jan. 29, 2016	Sep. 19, 2014 USD ($)	Dec. 31, 2019 USD ($)		Dec. 31, 2018 USD ($)	Jul. 19, 2017	May 23, 2017	Mar. 01, 2017	Jan. 09, 2014 USD ($)
Debt Instrument [Line Items]
Debt issuance costs, net																$ (1,256)		$ 0
Unsecured notes payable																1,195,780		1,045,863
Debt issuance costs, accumulated amortization																814		0
American Assets Trust, L.P.
Debt Instrument [Line Items]
Unsecured notes payable																$ 1,195,780		$ 1,045,863
American Assets Trust, L.P. | Interest Rate Swap
Debt Instrument [Line Items]
Fixed interest rate on derivative																3.08%
Term of derivative contract					7 years		10 years			10 years	10 years					7 years
American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Term of derivative contract																1 month
Gain on derivatives		$ 500				$ 700		$ 10,400							$ 1,600
Loss on derivatives				$ 500
Term Loan A | American Assets Trust, L.P.
Debt Instrument [Line Items]
Unsecured notes payable																						$ 100,000
Term Loan A | American Assets Trust, L.P. | Interest Rate Swap
Debt Instrument [Line Items]
Fixed interest rate on derivative																4.13%
Senior Guaranteed Notes, Series A | American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Effective interest rate (percent)																3.88%
Term Loan B | American Assets Trust, L.P.
Debt Instrument [Line Items]
Stated Maturity Date													Mar. 01, 2023	Mar. 01, 2023
Term Loan B | American Assets Trust, L.P. | Interest Rate Swap
Debt Instrument [Line Items]
Fixed interest rate on derivative																2.75%		3.15%
Term Loan C | American Assets Trust, L.P.
Debt Instrument [Line Items]
Stated Maturity Date									Mar. 01, 2023			Mar. 01, 2023
Term Loan C | American Assets Trust, L.P. | Interest Rate Swap
Debt Instrument [Line Items]
Fixed interest rate on derivative																2.74%		3.14%
Senior Guaranteed Notes, Series F | American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Effective interest rate (percent)																3.85%
Senior Guaranteed Notes, Series D | American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Effective interest rate (percent)																3.87%
Senior Guaranteed Notes, Series E | American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Effective interest rate (percent)																4.18%
Senior Guaranteed Notes, Series G [Member] | American Assets Trust, L.P. | Forward Contracts
Debt Instrument [Line Items]
Effective interest rate (percent)																3.88%
Unsecured debt | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 1,200,000		$ 1,050,000
Debt issuance costs, net																(4,220)		(4,137)
Unsecured notes payable																1,195,780		1,045,863
Debt issuance costs, accumulated amortization																7,835		6,844
Unsecured debt | Term Loan A | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Maturity Date																Jan. 09, 2021
Number of extensions available | Extension_Option			3
Extension term (in months)			1 year
Unsecured debt | Senior Guaranteed Notes, Series A | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 150,000		150,000
Stated Interest Rate	[1]															4.04%
Stated Maturity Date																Oct. 31, 2021
Unsecured debt | Term Loan B | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Maturity Date																Mar. 01, 2023
Unsecured debt | Term Loan C | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 50,000		50,000
Stated Maturity Date																Mar. 01, 2023
Unsecured debt | Senior Guaranteed Notes, Series F | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Interest Rate																3.78%	[2]		3.78%
Stated Maturity Date																Jul. 19, 2024
Unsecured debt | Senior Guaranteed Notes, Series B | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Interest Rate																4.45%
Stated Maturity Date																Feb. 02, 2025
Unsecured debt | Senior Guaranteed Notes, Series C | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Interest Rate																4.50%
Stated Maturity Date																Apr. 01, 2025
Unsecured debt | Senior Guaranteed Notes, Series D | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 250,000		250,000
Stated Interest Rate																4.29%	[3]				4.29%
Stated Maturity Date																Mar. 01, 2027
Unsecured debt | Senior Guaranteed Notes, Series E | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 100,000		100,000
Stated Interest Rate																4.24%	[4]			4.24%
Stated Maturity Date																May 23, 2029
Unsecured debt | Senior Guaranteed Notes, Series G [Member] | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance																$ 150,000		$ 0
Stated Interest Rate	[5]															3.91%
Stated Maturity Date																Jul. 30, 2030

[1] The company entered into a one month forward-starting seven years swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $1.6 million (see Note 8). The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

[2] The Operating Partnership entered into a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85% per annum.

[3] The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million. The forward-starting interest swap rate contracts were deemed to be highly effective cash flow hedges, accordingly, the effective interest rate is approximately 3.87% per annum.

[4] The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $0.7 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18% per annum.

[5] The Operating Partnership entered into a treasury lock contract on June 20, 2019, which was settled on July 17, 2019 at a gain of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Components of Prepaid Expenses and Other Assets

Other assets consist of the following (in thousands): 

	December 31, 2019		December 31, 2018
Leasing commissions, net of accumulated amortization of $30,775 and $28,597, respectively	$	42,539	$	28,796
Interest rate swap asset	434		6,002
Acquired above market leases, net	183		518
Acquired in-place leases, net	31,224		6,281
Lease incentives, net of accumulated amortization of $565 and $299, respectively	2,603		747
Other intangible assets, net of accumulated amortization of $1,031 and $981, respectively	2,893		2,994
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively	1,256		—
Right-of-use lease asset, net	4,863		—
Prepaid expenses, deposits and other	7,225		6,683
Total other assets	$	93,220	$	52,021

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Equity of American Assets Trust, Inc. (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Dividends declared and paid on shares of common stock and noncontrolling common units

The following table lists the dividends declared and paid on our shares of common stock and Noncontrolling Common Units for the years ended December 31, 2019, 2018 and 2017:

Period	Amount per Share/Unit		Period Covered	Dividend Paid Date
First Quarter 2017	$	0.26	January 1, 2017 to March 31, 2017	March 30, 2017
Second Quarter 2017	$	0.26	April 1, 2017 to June 30, 2017	June 29, 2017
Third Quarter 2017	$	0.26	July 1, 2017 to September 30, 2017	September 28, 2017
Fourth Quarter 2017	$	0.27	October 1, 2017 to December 31, 2017	December 21, 2017
First Quarter 2018	$	0.27	January 1, 2018 to March 31, 2018	March 19, 2018
Second Quarter 2018	$	0.27	April 1, 2018 to June 30, 2018	June 28, 2018
Third Quarter 2018	$	0.27	July 1, 2018 to September 30, 2018	September 27, 2018
Fourth Quarter 2018	$	0.28	October 1, 2018 to December 31, 2018	December 27, 2018
First Quarter 2019	$	0.28	January 1, 2019 to March 31, 2019	March 28, 2019
Second Quarter 2019	$	0.28	April 1, 2019 to June 30, 2019	June 27, 2019
Third Quarter 2019	$	0.28	July 1, 2019 to September 30, 2019	September 26, 2019
Fourth Quarter 2019	$	0.30	October 1, 2019 to December 31, 2019	December 26, 2019

Summary of income tax status of dividends per share paid

A summary of the income tax status of dividends per share paid is as follows:

	Year Ended December 31,
	2019				2018				2017
	Per Share		%		Per Share		%		Per Share		%
Ordinary income	$	1.09	95.6	%	$	1.05	96.3	%	$	1.05	100.0	%
Capital gain	—		—	%	—		—	%	—		—	%
Return of capital	0.05		4.4	%	0.04		3.7	%	—		—	%
Total	$	1.14	100.0	%	$	1.09	100.0	%	$	1.05	100.0	%

Schedule of restricted common stock

The following shares of restricted common stock have been issued as of December 31, 2019:

Grant	Fair Value at Grant Date	Number
June 13, 2017 (1)	$40.99	4,880
December 15, 2017 (2)	$27.27	145,218
June 12, 2018 (1)	$37.58	5,320
December 6, 2018 (3)	$25.68 - $28.18	199,790
June 11, 2019 (1)	$45.35	4,412
December 9, 2019 (4)	$28.06 - $30.97	168,596

(1) Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.

(2)

Activity of restricted stock awards

The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2019:

	2019
	Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	342,093		$	28.33
Granted	173,008		29.99
Vested	(99,304	)	28.23
Forfeited	(70,644	)	30.44
Balance at end of year	345,153		$	28.75

Computation of basic and diluted EPS

The computation of basic and diluted EPS for American Assets Trust, Inc. is presented below (dollars in thousands, except share and per share amounts):

	Year Ended December 31,
	2019			2018			2017
NUMERATOR
Net income	$	60,188		$	27,202		$	40,132
Less: Net income attributable to restricted shares	(381		)	(311		)	(241		)
Less: Income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to common stockholders—basic	$	45,718		$	19,686		$	29,077
Income attributable to American Assets Trust, Inc. common stockholders—basic	$	45,718		$	19,686		$	29,077
Plus: Income attributable to unitholders in the Operating Partnership	14,089			7,205			10,814
Net income attributable to common stockholders—diluted	$	59,807		$	26,891		$	39,891
DENOMINATOR
Weighted average common shares outstanding—basic	54,110,949			46,950,812			46,715,520
Effect of dilutive securities—conversion of Operating Partnership units	16,675,183			17,185,747			17,371,730
Weighted average common shares outstanding—diluted	70,786,132			64,136,559			64,087,250
Earnings per common share, basic	$	0.84		$	0.42		$	0.62
Earnings per common share, diluted	$	0.84		$	0.42		$	0.62

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Other Income (Expenses) (Tables)

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

Principal components of other income (expense), net

The principal components of other income (expense), net are as follows (in thousands):

    

	Year Ended December 31,
	2019			2018			2017
Interest and investment income	$	696		$	238		$	548
Income tax expense	(819		)	(327		)	(214		)
Other non-operating income	1			4			—
Total other income (expense)	$	(122	)	$	(85	)	$	334

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Real Estate (Notes)

12 Months Ended

Dec. 31, 2019

Real Estate [Line Items]

REAL ESTATE

REAL ESTATE

A summary of our real estate investments is as follows (in thousands):

	Retail			Office			Multifamily			Mixed-Use			Total
December 31, 2019
Land	$	254,016		$	225,238		$	72,668		$	76,635		$	628,557
Buildings	523,645			1,132,990			390,379			126,726			2,173,740
Land improvements	46,335			11,097			7,106			2,606			67,144
Tenant improvements	87,707			151,662			—			2,252			241,621
Furniture, fixtures, and equipment	911			3,065			14,995			7,187			26,158
Construction in progress	6,487			35,397			2,212			7,381			51,477			(1)
	919,101			1,559,449			487,360			222,787			3,188,697
Accumulated depreciation	(294,189		)	(241,595		)	(86,208		)	(43,230		)	(665,222		)
Net real estate	$	624,912		$	1,317,854		$	401,152		$	179,557		$	2,523,475
December 31, 2018
Land	$	262,860		$	143,467		$	72,668		$	76,635		$	555,630
Buildings	516,566			743,474			389,831			125,859			1,775,730
Land improvements	43,412			8,825			6,778			2,606			61,621
Tenant improvements	70,210			91,612			—			1,918			163,740
Furniture, fixtures, and equipment	570			2,671			13,844			6,826			23,911
Construction in progress	8,598			39,511			854			596			49,559			(1)
	902,216			1,029,560			483,975			214,440			2,630,191
Accumulated depreciation	(273,482		)	(206,986		)	(71,933		)	(37,937		)	(590,338		)
Net real estate	$	628,734		$	822,574		$	412,042		$	176,503		$	2,039,853

(1) Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

Dispositions

On May 22, 2019, we sold Solana Beach – Highway 101. The property is located in Solana Beach, California and was previously included in our retail segment. The sales price of this property was approximately $9.4 million, less costs to sell, and resulted in net proceeds to us of approximately $9.4 million. Accordingly, we recorded a gain on sale of approximately $0.6 million and nil for the years ended December 31, 2019 and 2018, respectively.

Property Asset Acquisitions

On April 28, 2017, we acquired the Pacific Ridge Apartments, a 533-unit luxury apartment community located in San

Diego, California. The purchase price was approximately $232 million, excluding closing costs of approximately $0.1 million.

On July 6, 2017, we acquired Gateway Marketplace, an approximately 128,000 square feet dual-grocery anchored

shopping center located in Chula Vista, California. The purchase price was approximately $42 million, excluding closing costs

of approximately $0.1 million.

On June 20, 2019, we acquired La Jolla Commons, consisting of two office towers totaling approximately 724,000 square feet, an entitled development parcel and two parking structures, located in San Diego, California. The acquisition was classified as an asset acquisition with a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million. The property was acquired with proceeds

from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility (defined herein).

The financial information set forth below summarizes the company’s purchase price allocations for La Jolla Commons during the year ended December 31, 2019 (in thousands):

 

	La Jolla Commons
Land	$	82,759
Building	361,471
Land improvements	1,359
Furniture, fixtures, and equipment	30,822
Total real estate	476,411
Lease intangibles	40,082
Prepaid expenses and other assets	13
Assets acquired	$	516,506
Accounts payable and accrued expenses	$	3,578
Security deposits payable	443
Other liabilities and deferred credits	3,817
Liabilities assumed	$	7,838

The value allocated to lease intangibles is amortized over the related lease term as depreciation and amortization expense in the statement of comprehensive income. The remaining weighted average amortization period as of December 31, 2019, is 8.2 years.

The following table summarizes the operating results for the La Jolla Commons included in the company’s historical consolidated statement of comprehensive income and in the office segment for the period of acquisition through December 31, 2019 (in thousands):

	June 20, 2019 through December 31, 2019
Revenues	$	20,579
Operating expenses	$	18,140
Operating income	$	2,439
Net income attributable to American Assets Trust, Inc.	$	2,650

Pro Forma Financial Information (Unaudited)

The pro forma financial information set forth below is based upon the company’s historical consolidated statements of operations for the year ended December 31, 2019 and 2018, adjusted to give effect to the acquisition of La Jolla Commons, described above, as if such transaction had been completed on January 1, 2018. The pro forma financial information includes adjustments to depreciation expense for acquired property and equipment and adjustments to amortization charges for acquired intangible assets and liabilities. The pro forma financial information set forth below is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2018, nor does it purport to represent the results of future operations (in thousands). 

	Year Ended December 31, 2019				Year Ended December 31, 2018
	As Reported		ProForma		As Reported		ProForma
Total revenue	$	366,741	$	383,125	$	330,867	$	365,326
Total operating expenses	$	253,056	$	264,107	$	251,332	$	281,253
Operating income	$	113,685	$	119,018	$	79,535	$	84,073
Net income	$	60,188	$	64,278	$	27,202	$	30,662

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Equity of American Assets Trust, Inc. (Notes)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

EQUITY OF AMERICAN ASSETS TRUST, INC.

EQUITY OF AMERICAN ASSETS TRUST, INC.

Stockholders' Equity

On May 6, 2013, we entered into an at-the-market (“ATM”) equity program with four sales agents pursuant to which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $150.0 million. We completed $150.0 million of issuances under such ATM program on May 21, 2015. On May 27, 2015, we entered into a new ATM equity program with five sales agents under which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $250.0 million. The sales of shares of our common stock made through the ATM equity program are made in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended. For the year ended December 31, 2019, we issued 946,552 shares of common stock through the ATM equity program at a weighted average price per share of $46.04 for gross proceeds of $43.6 million and paid $0.4 million in sales agent compensation and $0.5 million in additional offering expenses related to the sales of these shares of common stock.

We intend to use the net proceeds from the ATM equity program to fund our development or redevelopment activities, repay amounts outstanding from time to time under our revolving line of credit or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes. As of December 31, 2019, we had the capacity to issue up to an additional $132.6 million in shares of our common stock under our ATM equity program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under the active ATM equity program.

In June 2019, we issued and sold 10,925,000 shares of common stock in an underwritten public offering. The shares of

common stock that we issued and sold included the full exercise of the underwriters' option to purchase 1,425,000 additional

shares. We received net proceeds of approximately $472.6 million, after deducting underwriting discounts, commissions and

offering expenses.

Preferred Stock Authorized Shares

We have been authorized to issue 10,000,000 shares of preferred stock with a par value of $0.01, of which no shares were outstanding at December 31, 2019. Upon issuance, our board of directors has the ability to define the terms of the preferred shares, including voting rights, liquidation preferences, conversion and redemption provisions and dividend rates. 

Dividends

The following table lists the dividends declared and paid on our shares of common stock and Noncontrolling Common Units for the years ended December 31, 2019, 2018 and 2017:

Period	Amount per Share/Unit		Period Covered	Dividend Paid Date
First Quarter 2017	$	0.26	January 1, 2017 to March 31, 2017	March 30, 2017
Second Quarter 2017	$	0.26	April 1, 2017 to June 30, 2017	June 29, 2017
Third Quarter 2017	$	0.26	July 1, 2017 to September 30, 2017	September 28, 2017
Fourth Quarter 2017	$	0.27	October 1, 2017 to December 31, 2017	December 21, 2017
First Quarter 2018	$	0.27	January 1, 2018 to March 31, 2018	March 19, 2018
Second Quarter 2018	$	0.27	April 1, 2018 to June 30, 2018	June 28, 2018
Third Quarter 2018	$	0.27	July 1, 2018 to September 30, 2018	September 27, 2018
Fourth Quarter 2018	$	0.28	October 1, 2018 to December 31, 2018	December 27, 2018
First Quarter 2019	$	0.28	January 1, 2019 to March 31, 2019	March 28, 2019
Second Quarter 2019	$	0.28	April 1, 2019 to June 30, 2019	June 27, 2019
Third Quarter 2019	$	0.28	July 1, 2019 to September 30, 2019	September 26, 2019
Fourth Quarter 2019	$	0.30	October 1, 2019 to December 31, 2019	December 26, 2019

Taxability of Dividends

Earnings and profits, which determine the taxability of distributions to stockholders and holders of common units, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation. A summary of the income tax status of dividends per share paid is as follows:

	Year Ended December 31,
	2019				2018				2017
	Per Share		%		Per Share		%		Per Share		%
Ordinary income	$	1.09	95.6	%	$	1.05	96.3	%	$	1.05	100.0	%
Capital gain	—		—	%	—		—	%	—		—	%
Return of capital	0.05		4.4	%	0.04		3.7	%	—		—	%
Total	$	1.14	100.0	%	$	1.09	100.0	%	$	1.05	100.0	%

Stock-Based Compensation

The company has established the 2011 Equity Incentive Award Plan (the "2011 Plan"), which provides for grants to directors, employees and consultants of the company and the Operating Partnership of stock options, restricted stock, dividend equivalents, stock payments, performance shares, LTIP units, stock appreciation rights and other incentive awards. An aggregate of 4,054,411 shares of our common stock are authorized for issuance under awards granted pursuant to the 2011 Plan, and as of December 31, 2019, 2,422,181 shares of common stock remain available for future issuance.

The following shares of restricted common stock have been issued as of December 31, 2019:

Grant	Fair Value at Grant Date	Number
June 13, 2017 (1)	$40.99	4,880
December 15, 2017 (2)	$27.27	145,218
June 12, 2018 (1)	$37.58	5,320
December 6, 2018 (3)	$25.68 - $28.18	199,790
June 11, 2019 (1)	$45.35	4,412
December 9, 2019 (4)	$28.06 - $30.97	168,596

(1) Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.

(2) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on performance calculations determined as of November 30, 2018, subject to the employee's continued employment on November 30, 2018, 2019 and 2020.

(3) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2019, 2020 and 2021, subject to the employee's continued employment on those dates.

(4) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2020, 2021 and 2022, subject to the employee's continued employment on those dates.

For the performance-based stock awards, the fair value of the awards was estimated using a Monte Carlo Simulation model. Our stock price, along with the stock prices of the group of peer REITs, is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the stock price of the company and the group REITs were estimated based on a three year look-back period. The expected growth rate of the stock prices over the “derived service period” of the employee is determined with consideration of the risk free rate as of the grant date. For the restricted stock grants that are time-vesting, we estimate the stock compensation expense based on the fair value of the stock at the grant date.

The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2019:

	2019
	Units		Weighted Average Grant Date Fair Value
Balance at beginning of year	342,093		$	28.33
Granted	173,008		29.99
Vested	(99,304	)	28.23
Forfeited	(70,644	)	30.44
Balance at end of year	345,153		$	28.75

We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $4.5 million, $3.0 million and $4.7 million in noncash compensation expense for the years ended December 31, 2019, 2018 and 2017, respectively, each of which is included in general and administrative expense on the statement of income. Unrecognized compensation expense was $7.1 million at December 31, 2019, which will be recognized over a weighted-average period of 1.6 years.

Earnings Per Share

We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating security is calculated according to dividends declared and participation rights in undistributed earnings. For the years ended December 31, 2019, 2018 and 2017, we had a weighted average of approximately 330,197 shares, 271,905 shares and 230,602 unvested shares outstanding, respectively, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares.

Diluted EPS is calculated by dividing the net income attributable to common stockholders for the period by the weighted average number of common and dilutive instruments outstanding during the period using the treasury stock method. For the year ended December 31, 2019, diluted shares exclude incentive restricted stock as these awards are considered contingently issuable. Additionally, the unvested restricted stock awards subject to time vesting are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

Earnings Per Unit of the Operating Partnership

Basic earnings (loss) per unit (“EPU”) of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted average Operating Partnership units outstanding, as adjusted for the effect of participating securities. Operating Partnership units granted in equity-based payment transactions are considered participating securities prior to vesting. The impact of unvested Operating Partnership unit awards on EPU has been calculated using the two-class method whereby earnings are allocated to the unvested Operating Partnership unit awards based on distributions and the unvested Operating Partnership units’ participation rights in undistributed earnings (losses).

The calculation of diluted earnings per unit for the year ended December 31, 2019, 2018 and 2017 does not include 330,197 units, 271,905 units, and 230,602 unvested weighted average Operating Partnership units, respectively, as these equity securities are either considered contingently issuable or the effect of including these equity securities was anti-dilutive.

The computation of basic and diluted EPS for American Assets Trust, Inc. is presented below (dollars in thousands, except share and per share amounts):

	Year Ended December 31,
	2019			2018			2017
NUMERATOR
Net income	$	60,188		$	27,202		$	40,132
Less: Net income attributable to restricted shares	(381		)	(311		)	(241		)
Less: Income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to common stockholders—basic	$	45,718		$	19,686		$	29,077
Income attributable to American Assets Trust, Inc. common stockholders—basic	$	45,718		$	19,686		$	29,077
Plus: Income attributable to unitholders in the Operating Partnership	14,089			7,205			10,814
Net income attributable to common stockholders—diluted	$	59,807		$	26,891		$	39,891
DENOMINATOR
Weighted average common shares outstanding—basic	54,110,949			46,950,812			46,715,520
Effect of dilutive securities—conversion of Operating Partnership units	16,675,183			17,185,747			17,371,730
Weighted average common shares outstanding—diluted	70,786,132			64,136,559			64,087,250
Earnings per common share, basic	$	0.84		$	0.42		$	0.62
Earnings per common share, diluted	$	0.84		$	0.42		$	0.62

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
American Assets Trust, L.P.
Limited Partners' Capital Account, Units Issued	16,390,548	17,177,608
Limited Partners' Capital Account, Units Outstanding	16,390,548	17,177,608
General Partners' Capital Account, Units Issued	60,068,228	47,335,409
General Partners' Capital Account, Units Outstanding	60,068,228	47,335,409
Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	60,068,228	47,335,409
Common stock, shares outstanding	60,068,228	47,335,409

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Other Liabilities and Deferred Credits (Notes)

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES AND DEFERRED CREDITS

OTHER LIABILITIES AND DEFERRED CREDITS

Other liabilities and deferred credits consist of the following (in thousands):

    

	December 31, 2019		December 31, 2018
Acquired below market leases, net	$	25,452	$	25,952
Prepaid rent and deferred revenue	16,969		11,634
Interest rate swap liability	1,317		801
Straight-line rent liability	16,903		7,393
Deferred rent expense and lease intangible	28		2,210
Deferred compensation	1,669		1,424
Deferred tax liability	332		93
Lease liability	5,380		—
Other liabilities	60		40
Total other liabilities and deferred credits, net	$	68,110	$	49,547

Straight-line rent liability relates to leases which have rental payments that decrease over time or one-time upfront payments for which the rental revenue is deferred and recognized on a straight-line basis.

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LEASES - Narrative (Details)	12 Months Ended
	Dec. 31, 2019 state lease
Lessor, Lease, Description [Line Items]
Years, minimum term range of office and retail leases	3 years
Years, maximum term range of office and retail leases	10 years
Months, minimum term of apartment leases	7 months
Months, maximum term of apartment leases	15 months
Operating leases rental period terms	12 months
Number Of States | state	5
Minimum
Lessor, Lease, Description [Line Items]
Lease extension option period	3 years
Lease extension options exercise period	6 months
Maximum
Lessor, Lease, Description [Line Items]
Lease extension option period	10 years
Lease extension options exercise period	12 months
The Land Mark at One Market
Lessor, Lease, Description [Line Items]
Number of lease extension options	2
Lease extension option exercise period	5 years
Retail Or Office
Lessor, Lease, Description [Line Items]
Number of leases	861
Residential Property
Lessor, Lease, Description [Line Items]
Number of leases	1,849

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Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2019 Segment Room
Segment Reporting [Abstract]
Number of operating segments | Segment	4
Rooms in mixed-use segment all-suite hotel | Room	369

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Quarterly Financial Information (Unaudited) Selected Quarterly Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Quarterly Financial Information [Line Items]
Total revenue	$ 98,947	$ 98,362	$ 84,113	$ 85,319	$ 82,605	$ 82,507	$ 85,023	$ 80,732	$ 366,741	$ 330,867	$ 314,983
Operating income (loss)	29,993	30,384	24,487	28,821	22,091	27,275	17,249	12,920	113,685	79,535	93,646
Net income	16,485	16,519	11,941	15,243	9,209	14,271	4,413	(691)	60,188	27,202	40,132
Net income attributable to restricted shares	(104)	(92)	(92)	(93)	(96)	(71)	(216)	72	(381)	(311)	(241)
Net income attributable to unitholders in the Operating Partnership	(3,536)	(3,565)	(2,933)	(4,055)	(2,440)	(3,806)	(1,125)	166	(14,089)	(7,205)	(10,814)
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$ 12,845	$ 12,862	$ 8,916	$ 11,095	$ 6,673	$ 10,394	$ 3,072	$ (453)	45,718	19,686	29,077
Net income attributable to common stockholders - basic and diluted (in dollars per share)	$ 0.22	$ 0.22	$ 0.18	$ 0.24	$ 0.14	$ 0.22	$ 0.07	$ (0.01)
American Assets Trust, L.P.
Quarterly Financial Information [Line Items]
Total revenue	$ 98,947	$ 98,362	$ 84,113	$ 85,319	$ 82,605	$ 82,507	$ 85,023	$ 80,732	366,741	330,867	314,983
Operating income (loss)	29,993	30,384	24,487	28,821	22,091	27,275	17,249	12,920	113,685	79,535	93,646
Net income	16,485	16,519	11,941	15,243	9,209	14,271	4,413	(691)	60,188	27,202	40,132
Net income attributable to restricted shares	(104)	(92)	(92)	(93)	(96)	(71)	(216)	72	(381)	(311)	(241)
Net income (loss) attributable to American Assets Trust, Inc. stockholders									$ 59,807	$ 26,891	$ 39,891
Net income attributable to American Assets Trust, L.P. unit holders	$ 16,381	$ 16,427	$ 11,849	$ 15,150	$ 9,113	$ 14,200	$ 4,197	$ (619)
Net income attributable to common stockholders - basic and diluted (in dollars per share)	$ 0.22	$ 0.22	$ 0.18	$ 0.24	$ 0.14	$ 0.22	$ 0.07	$ (0.01)

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LEASES - Supplemental Lease Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$ 3,347
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$ 7,661

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Debt Summary of Total Secured Notes Payable Outstanding (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Debt issuance costs, net	$ (1,256)	$ 0
Notes payable, total	1,362,003
Debt issuance costs, accumulated amortization	814	0
Secured notes payable | American Assets Trust, L.P.
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	162,003	182,765
Debt issuance costs, net	(124)	(193)
Notes payable, total	$ 161,879	182,572
Number of year amortization schedule	30 years
Debt issuance costs, accumulated amortization	$ 449	671
Secured notes payable | American Assets Trust, L.P. | Torrey Reserve - North Court
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	$ 0	19,620
Stated Interest Rate	7.22%
Stated Maturity Date	Jun. 01, 2019
Secured notes payable | American Assets Trust, L.P. | Torrey Reserve-VCI, VCII, VCIII
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	$ 6,498	6,635
Stated Interest Rate	6.36%
Stated Maturity Date	Jun. 01, 2020
Secured notes payable | American Assets Trust, L.P. | Solana Beach Corporate Centre I-II
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	$ 10,270	10,502
Stated Interest Rate	5.91%
Stated Maturity Date	Jun. 01, 2020
Secured notes payable | American Assets Trust, L.P. | Solana Beach Towne Centre
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	$ 34,235	35,008
Stated Interest Rate	5.91%
Stated Maturity Date	Jun. 01, 2020
Secured notes payable | American Assets Trust, L.P. | City Center Bellevue
Debt Instrument [Line Items]
Long-term Debt, Principal Balance	$ 111,000	$ 111,000
Stated Interest Rate	3.98%
Stated Maturity Date	Nov. 01, 2022

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Fair Value of Financial Instruments (Details) - Fair Value, Inputs, Level 2	Dec. 31, 2019
Minimum
Fair Value Inputs Disclosures
Fair value assumptions, interest rate	0.029
Maximum
Fair Value Inputs Disclosures
Fair value assumptions, interest rate	0.041

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Acquired In-Place Leases and Above/Below Market Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of acquired above and below market leases	$ 3.8	$ 3.6	$ 3.3
Weighted-average amortization period of below market leases	11 years
Acquired lease, below market renewal options	$ 12.3
Weighted-average amortization period of acquired leases prior to the commencement of renewal option	8 years 10 months 24 days
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of acquired leases	8 years 6 months
Above market leases
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of acquired leases	4 years 7 months 6 days

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Equity of American Assets Trust, Inc. Summary of Income Tax Status of Dividends Per Share Paid (Details) - $ / shares	3 Months Ended												12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Ordinary income (in USD per share)													$ 1.09	$ 1.05	$ 1.05
Capital gain (in USD per share)													0	0	0
Return of capital (in USD per share)													0.05	0.04	0
Total (in USD per share)	$ 0.30	$ 0.28	$ 0.28	$ 0.28	$ 0.28	$ 0.27	$ 0.27	$ 0.27	$ 0.27	$ 0.26	$ 0.26	$ 0.26	$ 1.14	$ 1.09	$ 1.05
Ordinary income													95.60%	96.30%	100.00%
Capital gain													0.00%	0.00%	0.00%
Return of capital													4.40%	3.70%	0.00%
Total													100.00%	100.00%	100.00%

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Derivative and Hedging (Details) - USD ($)																	12 Months Ended
	Jul. 17, 2019	Jun. 20, 2019	Jan. 09, 2018	Jun. 23, 2017	May 31, 2017	May 11, 2017	Apr. 25, 2017	Mar. 31, 2017	Jan. 18, 2017	May 02, 2016	Apr. 07, 2016	Mar. 29, 2016	Mar. 23, 2016	Mar. 01, 2016	Jan. 29, 2016	Sep. 19, 2014	Dec. 31, 2019	Dec. 31, 2018	May 23, 2017
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months																	$ 1,300,000
Derivative liabilities at fair value																	(1,317,000)	$ (801,000)
Derivative assets at fair value																	$ 434,000	$ 6,002,000
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount											$ 100,000,000	$ 150,000,000
Fixed interest rate on derivative											1.748%	1.88%
American Assets Trust, L.P. | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fixed interest rate on derivative																	3.08%
Term of derivative contract					7 years		10 years				10 years	10 years					7 years
American Assets Trust, L.P. | Forward Contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term of derivative contract																	1 month
Gain on derivatives	$ 500,000					$ 700,000			$ 10,400,000							$ 1,600,000
American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount													$ 50,000,000		$ 100,000,000		$ 100,000,000
Fixed interest rate on derivative													1.441%		1.4485%		3.08%
Term of derivative contract													7 years		7 years
Maturity date											Mar. 31, 2027	Mar. 31, 2027	Mar. 01, 2023		Mar. 01, 2023
Effective date											Mar. 31, 2017	Mar. 31, 2017	May 02, 2016		Mar. 01, 2016
Loss recognized in other comprehensive income (loss)									$ 10,400,000
American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Treasury Lock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount					$ 100,000,000		$ 100,000,000
Fixed interest rate on derivative					2.064%		2.313%
Maturity date					Jul. 26, 2017
Loss recognized in other comprehensive income (loss)				$ 500,000		$ 700,000
Bank of America, N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap, 1/9/2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount																	$ 100,000,000
Maturity date																	Jan. 09, 2021
Effective date																	Jan. 09, 2019
Derivative liabilities at fair value																	$ (1,317,000)
U.S. Bank N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap, 3/1/2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount																	$ 100,000,000
Maturity date																	Mar. 01, 2023
Effective date																	Mar. 01, 2016
Derivative assets at fair value																	$ 279,000
Wells Fargo Bank, N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap, 3/31/2027 $150M
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount												$ 150,000,000
Wells Fargo Bank, N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap, 3/31/2027 $100M
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount											$ 100,000,000
Wells Fargo Bank, N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Treasury Lock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount		$ 100,000,000
Fixed interest rate on derivative		1.9925%
Term of derivative contract		10 years
Maturity date		Jul. 31, 2019
Amortization Period of Deferred Gain (Loss) on Discontinuation of Fair Value Hedge		10 years
Wells Fargo Bank, N.A. | American Assets Trust, L.P. | Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap, 3/1/2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount																	$ 50,000,000
Maturity date																	Mar. 01, 2023
Effective date																	May 02, 2016
Derivative assets at fair value																	$ 155,000
Term Loan B | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date														Mar. 01, 2023	Mar. 01, 2023
Face amount of debt														$ 100,000,000
Number of year amortization schedule			7 years											7 years
Term Loan B | American Assets Trust, L.P. | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fixed interest rate on derivative																	2.75%	3.15%
Term Loan C | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date										Mar. 01, 2023			Mar. 01, 2023
Face amount of debt										$ 50,000,000
Number of year amortization schedule			7 years							7 years
Term Loan C | American Assets Trust, L.P. | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fixed interest rate on derivative																	2.74%	3.14%
Unsecured debt | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of year amortization schedule								10 years
Term Loan A | American Assets Trust, L.P. | Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fixed interest rate on derivative																	4.13%
Unsecured debt | Term Loan B | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date																	Mar. 01, 2023
Face amount of debt														$ 100,000,000
Unsecured debt | Term Loan C | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date																	Mar. 01, 2023
Face amount of debt										$ 50,000,000
Unsecured debt | Senior Guaranteed Notes, Series E | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date																	May 23, 2029
Face amount of debt																			$ 100,000,000
Number of year amortization schedule							12 years
Unsecured debt | Term Loan A | American Assets Trust, L.P.
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Stated Maturity Date																	Jan. 09, 2021

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Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Information

The tables below reflect selected American Assets Trust, Inc. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income loss attributable to unitholders in the Operating Partnership	(3,536		)	(3,565		)	(2,933		)	(4,055		)
Net income attributable to American Assets Trust, Inc. stockholders	$	12,845		$	12,862		$	8,916		$	11,095
Net income per share attributable to common stockholders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net (income) loss attributable to unitholders in the Operating Partnership	(2,440		)	(3,806		)	(1,125		)	166
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$	6,673		$	10,394		$	3,072		$	(453	)
Net income (loss) per share attributable to common stockholders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

The tables below reflect selected American Assets Trust, L.P. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income attributable to American Assets Trust, L.P. unit holders	$	16,381		$	16,427		$	11,849		$	15,150
Net income per unit attributable to unit holders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net income (loss) attributable to American Assets Trust, L.P. unit holders	$	9,113		$	14,200		$	4,197		$	(619	)
Net income per unit attributable to common unit holders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

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Real Estate La Jolla Commons Financial Results (Details) - USD ($) $ in Thousands	3 Months Ended								6 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Real Estate [Line Items]
Total revenue	$ 98,947	$ 98,362	$ 84,113	$ 85,319	$ 82,605	$ 82,507	$ 85,023	$ 80,732		$ 366,741	$ 330,867	$ 314,983
Operating Expenses										253,056	251,332	221,337
Operating income (loss)	29,993	30,384	24,487	28,821	22,091	27,275	17,249	12,920		113,685	79,535	93,646
Net income	$ 16,485	$ 16,519	$ 11,941	$ 15,243	$ 9,209	$ 14,271	$ 4,413	$ (691)		$ 60,188	$ 27,202	$ 40,132
La Jolla Commons
Real Estate [Line Items]
Total revenue									$ 20,579
Operating Expenses									18,140
Operating income (loss)									2,439
Net income									$ 2,650

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Acquired In-Place Leases and Above/Below Market Leases Summary of Acquired Lease Intangibles (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Gross [Abstract]
Acquired lease intangible assets	$ 183	$ 518
Net of accumulated amortization of other intangible assets	(1,031)	(981)
Below Market Lease [Abstract]
Below market leases	62,126	63,172
Accumulated accretion	(36,674)	(37,220)
Acquired lease intangible liabilities, net	25,452	25,952
In-place leases
Finite-Lived Intangible Assets, Gross [Abstract]
Acquired lease intangible assets	63,896	40,884
Net of accumulated amortization of other intangible assets	(32,672)	(34,603)
Acquired lease intangible assets, net	31,224
Above market leases
Finite-Lived Intangible Assets, Gross [Abstract]
Acquired lease intangible assets	7,534	11,963
Net of accumulated amortization of other intangible assets	(7,351)	(11,445)
Acquired lease intangible assets, net	183
Acquired lease intangible assets
Finite-Lived Intangible Assets, Gross [Abstract]
Acquired lease intangible assets, net	$ 31,407	$ 6,799

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Properties Owned

A summary of the properties owned by us is as follows:

Retail
Carmel Country Plaza	Gateway Marketplace	Alamo Quarry Market
Carmel Mountain Plaza	Del Monte Center	Hassalo on Eighth - Retail
South Bay Marketplace	Geary Marketplace
Lomas Santa Fe Plaza	The Shops at Kalakaua
Solana Beach Towne Centre	Waikele Center

Office
La Jolla Commons	One Beach Street
Torrey Reserve Campus	First & Main
Torrey Point	Lloyd District Portfolio
Solana Crossing (formerly Solana Beach Corporate Centre)	City Center Bellevue
The Landmark at One Market

Multifamily
Loma Palisades	Hassalo on Eighth - Multifamily
Imperial Beach Gardens
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments

Mixed-Use

Waikiki Beach Walk Retail and Embassy Suites™ Hotel

Held for Development and Construction in Progress

La Jolla Commons - Land

Solana Crossing – Land

Lloyd District Portfolio – Construction in Progress

A summary of our real estate investments is as follows (in thousands):

	Retail			Office			Multifamily			Mixed-Use			Total
December 31, 2019
Land	$	254,016		$	225,238		$	72,668		$	76,635		$	628,557
Buildings	523,645			1,132,990			390,379			126,726			2,173,740
Land improvements	46,335			11,097			7,106			2,606			67,144
Tenant improvements	87,707			151,662			—			2,252			241,621
Furniture, fixtures, and equipment	911			3,065			14,995			7,187			26,158
Construction in progress	6,487			35,397			2,212			7,381			51,477			(1)
	919,101			1,559,449			487,360			222,787			3,188,697
Accumulated depreciation	(294,189		)	(241,595		)	(86,208		)	(43,230		)	(665,222		)
Net real estate	$	624,912		$	1,317,854		$	401,152		$	179,557		$	2,523,475
December 31, 2018
Land	$	262,860		$	143,467		$	72,668		$	76,635		$	555,630
Buildings	516,566			743,474			389,831			125,859			1,775,730
Land improvements	43,412			8,825			6,778			2,606			61,621
Tenant improvements	70,210			91,612			—			1,918			163,740
Furniture, fixtures, and equipment	570			2,671			13,844			6,826			23,911
Construction in progress	8,598			39,511			854			596			49,559			(1)
	902,216			1,029,560			483,975			214,440			2,630,191
Accumulated depreciation	(273,482		)	(206,986		)	(71,933		)	(37,937		)	(590,338		)
Net real estate	$	628,734		$	822,574		$	412,042		$	176,503		$	2,039,853

(1) Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

Consolidated Statements of Cash Flows-Supplemental Disclosures

The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Supplemental cash flow information
Total interest costs incurred	$	54,636	$	53,736	$	55,418
Interest capitalized	$	628	$	1,488	$	1,570
Interest expense	$	54,008	$	52,248	$	53,848
Cash paid for interest, net of amounts capitalized	$	51,975	$	52,632	$	47,473
Cash paid for income taxes	$	971	$	462	$	461
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress	$	25,413	$	14,440	$	6,863
Accrued leasing commissions	$	3,345	$	5,229	$	1,694
Reduction to capital for prepaid equity financing costs	$	—	$	241	$	—
Building recorded in termination of ground lease	$	4,518	$	—	$	—

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Quarterly Financial Information (Unaudited) (Notes)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The tables below reflect selected American Assets Trust, Inc. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income loss attributable to unitholders in the Operating Partnership	(3,536		)	(3,565		)	(2,933		)	(4,055		)
Net income attributable to American Assets Trust, Inc. stockholders	$	12,845		$	12,862		$	8,916		$	11,095
Net income per share attributable to common stockholders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net (income) loss attributable to unitholders in the Operating Partnership	(2,440		)	(3,806		)	(1,125		)	166
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$	6,673		$	10,394		$	3,072		$	(453	)
Net income (loss) per share attributable to common stockholders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

The tables below reflect selected American Assets Trust, L.P. quarterly information for 2019 and 2018 (in thousands, except per shares data):

	Three Months Ended
	December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Total revenue	$	98,947		$	98,362		$	84,113		$	85,319
Operating income	29,993			30,384			24,487			28,821
Net income	16,485			16,519			11,941			15,243
Net income attributable to restricted shares	(104		)	(92		)	(92		)	(93		)
Net income attributable to American Assets Trust, L.P. unit holders	$	16,381		$	16,427		$	11,849		$	15,150
Net income per unit attributable to unit holders - basic and diluted	$	0.22		$	0.22		$	0.18		$	0.24
	Three Months Ended
	December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Total revenue	$	82,605		$	82,507		$	85,023		$	80,732
Operating income	22,091			27,275			17,249			12,920
Net income (loss)	9,209			14,271			4,413			(691		)
Net (income) loss attributable to restricted shares	(96		)	(71		)	(216		)	72
Net income (loss) attributable to American Assets Trust, L.P. unit holders	$	9,113		$	14,200		$	4,197		$	(619	)
Net income per unit attributable to common unit holders - basic and diluted	$	0.14		$	0.22		$	0.07		$	(0.01	)

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Component of Rental Income and Expense (Notes)

12 Months Ended

Dec. 31, 2019

Operating Leases, Income Statement, Lease Revenue [Abstract]

COMPONENTS OF RENTAL INCOME AND EXPENSE

COMPONENTS OF RENTAL INCOME AND EXPENSE

The principal components of rental income are as follows (in thousands): 

    

	Year Ended December 31,
	2019		2018		2017
Minimum rents
Office	$	136,118	$	95,081	$	93,128
Retail	99,601		77,147		76,201
Multifamily	47,448		46,897		40,217
Mixed-Use	15,702		11,019		10,564
Cost reimbursement	—		34,584		34,267
Percentage rent	2,476		3,149		3,214
Hotel revenue	40,297		40,049		39,545
Other	2,223		1,611		1,667
Total rental income	$	343,865	$	309,537	$	298,803

Minimum rents include $3.2 million, $2.4 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $3.8 million, $3.6 million and $3.3 million for the years ended December 31, 2019, 2018 and 2017, respectively, to recognize the amortization of above and below market leases.

The principal components of rental expenses are as follows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Rental operating	$	38,331	$	37,322	$	34,944
Hotel operating	24,522		24,030		24,254
Repairs and maintenance	17,035		13,486		13,136
Marketing	2,538		2,108		2,053
Rent	3,372		3,216		3,119
Hawaii excise tax	4,160		4,333		4,454
Management fees	2,009		1,987		2,046
Total rental expenses	$	91,967	$	86,482	$	84,006

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Derivative and Hedging (Notes)

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE AND HEDGING ACTIVITIES

DERIVATIVE AND HEDGING ACTIVITIES

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movement.  To accomplish these objectives, we use interest rate swaps as part of our interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. 

Concurrent with the closing of our amended and restated credit facility, we entered into an interest rate swap agreement that is intended to fix the interest rate associated with our term loan of $100 million at approximately 3.08% through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio.

On January 29, 2016, we entered into a forward-starting interest rate swap contract with U.S. Bank National Association to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective $100 million seven-year term loan.  The forward-starting seven years swap contract had a notional amount of $100 million, a termination date of March 1, 2023, a fixed pay rate of 1.4485%, and a receive rate equal to the one-month LIBOR, with fixed rate payments due monthly commencing April 1, 2016, floating payments due monthly commencing April 1, 2016, and floating reset dates two days prior to the first day of each calculation period.  The forward-starting seven-year swap contract accrual period, March 1, 2016 to March 1, 2023, was designed to match the expected tenor of our then prospective $100 million seven years term loan, which successfully closed on March 1, 2016.

On March 23, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective incremental $50 million seven-year term loan.  The forward-starting seven years swap contract had a notional amount of $50 million, a termination date of March 1, 2023, a fixed pay rate of 1.4410%, and a receive rate equal to the one-month LIBOR, with fixed rate payments due monthly commencing June 1, 2016, floating payments due monthly commencing June 1, 2016, and floating reset dates two days prior to the first day of each calculation period.  The forward-starting seven-year swap contract accrual period, May 2, 2016 to March 1, 2023, was designed to match the expected tenor of our then prospective incremental $50 million seven years term loan, which successfully closed on May 2, 2016.

On March 29, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year

debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017).  The forward-starting ten years swap contract had a notional amount of $150 million, a termination date of March 31, 2027, a fixed pay rate of 1.8800%, and a receive rate equal to the three-month LIBOR, with fixed rate payments due semi-annually commencing September 29, 2017, floating payments due semi-annually commencing September 29, 2017, and floating reset dates the first day of each quarterly period.  The forward-starting ten-year swap contract accrual period, March 31, 2017 to March 31, 2027, was designed to match the expected tenor of our prospective new ten years debt offering (private placement, investment grade bonds, term loan or otherwise).

On April 7, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017). The forward-starting ten years swap contract had a notional amount of $100 million, a termination date of March 31, 2027, a fixed pay rate of 1.7480%, and a receive rate equal to the three-month LIBOR, with fixed rate payments due semi-annually commencing September 29, 2017, floating payments due semi-annually commencing September 29, 2017, and floating reset dates the first day of each quarterly period. The forward-starting ten-year swap contract accrual period, March 31, 2017 to March 31, 2027, was designed to match the expected tenor of our prospective new ten years debt offering (private placement, investment grade bonds, term loan or otherwise).

On January 18, 2017, we settled the March 29, 2016 $150 million and April 7, 2016 $100 million ten-year forward-starting interest rate swaps resulting in an aggregate gain of approximately $10.4 million. This gain is included in accumulated other comprehensive income and will be amortized to interest expense over the life of the Series D Notes. The forward-starting interest rate swap contracts have been deemed to be highly effective cash flow hedges and we elected to designate all the forward-starting swap contracts as accounting hedges.

On April 25, 2017, we entered into a treasury lock contract (the "April 2017 Treasury Lock") with Bank of America, National Association, to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective new twelve years private placement. The April 2017 Treasury Lock had a notional amount of $100 million, termination date of May 18, 2017, a fixed pay rate of 2.313%, and a receive rate equal to the ten years treasury rate on the settlement date.

On May 11, 2017, we settled the April 2017 Treasury Lock, resulting in a gain of approximately $0.7 million. This gain is included in accumulated other comprehensive income and will be amortized to interest expense over ten years. The April 2017 Treasury Lock has been deemed to be a highly effective cash flow hedge and we elected to designate the April 2017 Treasury Lock as an accounting hedge.

On May 31, 2017, we entered into a treasury lock contract (the "May 2017 Treasury Lock") with Bank of America, National Association, to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective new seven years private placement. The May 2017 Treasury Lock had a notional amount of $100 million, termination date of July 26, 2017, a fixed pay rate of 2.064%, and a receive rate equal to the seven years treasury rate on the settlement date.

On June 23, 2017, we settled the May 2017 Treasury Lock, resulting in a loss of approximately $0.5 million. This loss is included in accumulated other comprehensive income and will be amortized to interest expense over seven years. The May 2017 Treasury Lock has been deemed to be a highly effective cash flow hedge and we elected to designate the May 2017 Treasury Lock as an accounting hedge.

On November 26, 2018, we entered into an interest rate swap agreement with Bank of America, National Association, to fix the interest rate associated with Term Loan A associated with our then prospective First Amendment at approximately 4.13% through its maturity date of January 9, 2021, subject to adjustments based on our consolidated leverage ratio.

On June 20, 2019, we entered into a treasury lock contract (the "June 2019 Treasury Lock") with Wells Fargo Bank, N.A., to reduce the interest rate variability exposure of the projected interest cash flows of our then prospective eleven-year private placement. The treasury lock contract has a notional amount of $100 million, termination date of July 31, 2019, a fixed pay rate of 1.9925%, and a receive rate equal to the ten years treasury rate on the settlement date.

On July 17, 2019, we settled the June 2019 Treasury Lock, resulting in a gain of approximately $0.5 million, which is included in accumulated other comprehensive income and will be amortized to interest expense over ten years. The treasury lock contract has been deemed to be a highly effective cash flow hedge and we elected to designate the treasury lock contract as an accounting hedge.

The forward-starting interest rate swap contracts have been deemed to be highly effective cash flow hedges and we elected to designate all the forward-starting swap contracts as accounting hedges.

The following is a summary of the terms of the interest rate swaps as of December 31, 2019 (dollars in thousands):

Swap Counterparty	Notional Amount		Effective Date	Maturity Date	Fair Value
Bank of America, N.A.	$	100,000	1/9/2019	1/9/2021	$	(1,317	)
U.S. Bank N.A.	$	100,000	3/1/2016	3/1/2023	$	279
Wells Fargo Bank, N.A.	$	50,000	5/2/2016	3/1/2023	$	155

The effective portion of changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded as accumulated other comprehensive income and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. During the next twelve months, we estimate that $1.3 million will be reclassified as a decrease to interest expense.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative.  This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities.  The fair value of the interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

XML

Consolidated Statements of Equity - USD ($) $ in Thousands		Total	American Assets Trust, L.P.	Limited Partner American Assets Trust, L.P.		General Partner American Assets Trust, L.P.		Accumulated Other Comprehensive Income (Loss) American Assets Trust, L.P.	Swap	Swap American Assets Trust, L.P.	Swap Accumulated Other Comprehensive Income (Loss) American Assets Trust, L.P.	Forward Contracts	Forward Contracts American Assets Trust, L.P.	Forward Contracts Accumulated Other Comprehensive Income (Loss) American Assets Trust, L.P.	Common Stock	Common Stock American Assets Trust, L.P.	Additional Paid-in Capital	Accumulated dividends in excess of net income	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Swap	Accumulated Other Comprehensive Income (Loss) Forward Contracts	Noncontrolling Interests - Unitholders in the Operating Partnership	Noncontrolling Interests - Unitholders in the Operating Partnership Swap	Noncontrolling Interests - Unitholders in the Operating Partnership Forward Contracts
Beginning balance (in shares) at Dec. 31, 2016															45,732,109
Beginning balance at Dec. 31, 2016		$ 838,551													$ 457		$ 874,597	$ (77,296)	$ 11,798			$ 28,995
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		40,132	$ 40,132	$ 10,814	[1]	$ 29,318	[2]											29,318				10,814
Common shares issued (in shares)															700,000
Common shares issued		29,873													$ 7		29,866
Issuance of restricted stock (in shares)															150,098
Issuance of restricted stock		0													$ 2		(2)
Forfeiture of restricted stock (in shares)															(48,624)
Forfeiture of restricted stock		0													$ 0		0
Conversion of operating partnership units (in shares)															693,842	693,842
Conversion of operating partnership units		0													$ 7		10,752					(10,759)
Dividends declared and paid		(67,537)																(49,302)
Dividends declared and paid (noncontrolling interest)																						18,235
Stock-based compensation		4,735															4,735
Shares withheld for employee taxes (in shares)						(22,837)	[2]								(22,837)
Shares withheld for employee taxes		(882)	(882)			$ (882)	[2]								$ 0		(882)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		386							$ (10,281)	$ (10,281)	$ (10,281)	$ 10,667	$ 10,667	$ 10,667						$ (7,310)	$ 7,775		$ (2,971)	$ 2,892
Reclassification of amortization of forward starting swap included in interest expense		1,114	1,114					$ 1,114											812			302
Ending balance (in shares) at Dec. 31, 2017															47,204,588
Ending balance at Dec. 31, 2017		844,144													$ 473		919,066	(97,280)	11,451			10,434
Beginning balance (in shares) at Dec. 31, 2016				17,888,822	[1]	45,732,109	[2]
Beginning balance at Dec. 31, 2016			838,551	$ 24,315	[1]	$ 797,758	[2]	16,478
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income		40,132	40,132	$ 10,814	[1]	$ 29,318	[2]											29,318				10,814
Contributions from American Assets Trust, Inc. (in shares)	[2]					700,000
Contributions from American Assets Trust, Inc.			29,873			$ 29,873	[2]
Conversion of operating partnership units (in shares)				(693,842)	[1]	693,842	[2]
Conversion of operating partnership units				$ (10,759)	[1]	$ 10,759	[2]
Issuance of restricted units (in shares)	[2]					150,098
Forfeiture of restricted units (in shares)	[2]					(48,624)
Distributions			(67,537)	$ (18,235)	[1]	$ (49,302)	[2]
Stock-based compensation			4,735			$ 4,735	[2]
Shares withheld for employee taxes (in shares)						(22,837)	[2]								(22,837)
Units withheld for employee taxes		(882)	(882)			$ (882)	[2]								$ 0		(882)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		386							(10,281)	(10,281)	(10,281)	10,667	10,667	10,667						(7,310)	7,775		(2,971)	2,892
Reclassification of amortization of forward starting swap included in interest expense		1,114	1,114					1,114											812			302
Ending balance (in shares) at Dec. 31, 2017				17,194,980	[1]	47,204,588	[2]
Ending balance at Dec. 31, 2017			844,144	$ 6,135	[1]	$ 822,259	[2]	15,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		27,202	27,202	7,205	[1]	$ 19,997	[2]											19,997				7,205
Common shares issued (in shares)															0
Common shares issued		0													$ 0		0
Issuance of restricted stock (in shares)															205,110
Issuance of restricted stock		0													$ 2		(2)
Forfeiture of restricted stock (in shares)															(78,975)
Forfeiture of restricted stock		0													$ (1)		1
Conversion of operating partnership units (in shares)															17,372	17,372
Conversion of operating partnership units		0													$ 0		(916)					916
Dividends declared and paid		(70,228)																(51,495)
Dividends declared and paid (noncontrolling interest)																						18,733
Stock-based compensation		3,039															3,039
Shares withheld for employee taxes (in shares)						(12,686)	[2]								(12,686)
Shares withheld for employee taxes		(527)	(527)			$ (527)	[2]								$ 0		(527)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		120							120	120	120									105			15
Reclassification of amortization of forward starting swap included in interest expense		1,279	1,279					1,279											936			343
Ending balance (in shares) at Dec. 31, 2018															47,335,409
Ending balance at Dec. 31, 2018		802,471													$ 474		920,661	(128,778)	10,620			(506)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income		27,202	27,202	$ 7,205	[1]	$ 19,997	[2]											19,997				7,205
Conversion of operating partnership units (in shares)				(17,372)	[1]	17,372	[2]
Conversion of operating partnership units				$ 916	[1]	$ (916)	[2]
Issuance of restricted units (in shares)	[2]					205,110
Forfeiture of restricted units (in shares)	[2]					(78,975)
Distributions			(70,228)	$ (18,733)	[1]	$ (51,495)	[2]
Stock-based compensation			3,039			$ 3,039	[2]
Shares withheld for employee taxes (in shares)						(12,686)	[2]								(12,686)
Units withheld for employee taxes		(527)	(527)			$ (527)	[2]								$ 0		(527)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		120							120	120	120									105			15
Reclassification of amortization of forward starting swap included in interest expense		1,279	1,279					1,279											936			343
Ending balance (in shares) at Dec. 31, 2018				17,177,608	[1]	47,335,409	[2]
Ending balance at Dec. 31, 2018			802,471	$ (4,477)	[1]	$ 792,357	[2]	14,591
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		60,188	60,188	14,089		$ 46,099												46,099				14,089
Common shares issued (in shares)															11,871,552
Common shares issued		515,354													$ 118		515,236
Issuance of restricted stock (in shares)															173,008
Issuance of restricted stock		0													$ 2		(2)
Forfeiture of restricted stock (in shares)															(70,641)
Forfeiture of restricted stock		0													$ (1)		1
Conversion of operating partnership units (in shares)															787,060	787,060
Conversion of operating partnership units		0													$ 8		12,979		148			(13,135)
Dividends declared and paid		(80,605)																(61,699)
Dividends declared and paid (noncontrolling interest)																						18,906
Stock-based compensation		4,477															4,477
Shares withheld for employee taxes (in shares)						(28,160)									(28,160)
Shares withheld for employee taxes		(1,338)	(1,338)			$ (1,338)									$ 0		(1,338)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		(5,571)							(6,084)	(6,084)	(6,084)	513	513	513						(4,482)	392		(1,602)	121
Reclassification of amortization of forward starting swap included in interest expense		1,304	1,304					1,304											998			306
Ending balance (in shares) at Dec. 31, 2019															60,068,228
Ending balance at Dec. 31, 2019		1,293,672													$ 601		1,452,014	(144,378)	5,680			(20,245)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income		60,188	60,188	$ 14,089		$ 46,099												$ 46,099				14,089
Contributions from American Assets Trust, Inc. (in shares)						11,871,552
Contributions from American Assets Trust, Inc.			515,354			$ 515,354
Conversion of operating partnership units (in shares)				(787,060)		787,060
Conversion of operating partnership units				$ (12,987)		$ 12,987
Issuance of restricted units (in shares)						173,008
Forfeiture of restricted units (in shares)						(70,641)
Distributions			(80,605)	$ (18,906)		$ (61,699)
Stock-based compensation			4,477			$ 4,477
Shares withheld for employee taxes (in shares)						(28,160)									(28,160)
Units withheld for employee taxes		(1,338)	(1,338)			$ (1,338)									$ 0		$ (1,338)
Other comprehensive income (loss) unrealized gain (loss) on derivatives		(5,571)							$ (6,084)	$ (6,084)	$ (6,084)	$ 513	$ 513	$ 513						$ (4,482)	$ 392		$ (1,602)	$ 121
Reclassification of amortization of forward starting swap included in interest expense		$ 1,304	1,304					1,304											$ 998			$ 306
Ending balance (in shares) at Dec. 31, 2019				16,390,548	[1]	60,068,228	[2]
Ending balance at Dec. 31, 2019			$ 1,293,672	$ (22,281)	[1]	$ 1,308,237	[2]	$ 7,716

[1] Consists of limited partnership interests held by third parties.

[2] Consists of general and limited partnership interests held by American Assets Trust, Inc.

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Fair Value of Financial Instruments (Notes)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows:

1. Level 1 Inputs—quoted prices in active markets for identical assets or liabilities

2. Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities

3. Level 3 Inputs—unobservable inputs

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. Financial assets and liabilities whose fair values we measure on a recurring basis using Level 2 inputs consist of our deferred compensation liability and interest rate swap liability. We measure the fair values of these liabilities based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques provided by third parties using proprietary valuation models and analytical tools as of December 31, 2019 and 2018. These valuation models and analytical tools use market pricing or similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers.

A summary of our financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy is as follows (in thousands):

	December 31, 2019								December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Deferred compensation liability	$	—	$	1,669	$	—	$	1,669	$	—	$	1,424	$	—	$	1,424
Interest rate swap asset	$	—	$	434	$	—	$	434	$	—	$	6,002	$	—	$	6,002
Interest rate swap liability	$	—	$	1,317	$	—	$	1,317	$	—	$	801	$	—	$	801

The fair value of our secured notes payable and unsecured notes payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable, using rates ranging from 2.9% to 4.1%.

Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. The carrying values of our line of credit and term loan set forth below are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. A summary of the carrying amount and fair value of our financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands):

	December 31, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured notes payable	$	161,879	$	166,885	$	182,572	$	183,253
Unsecured term loan	$	248,864	$	250,000	$	248,765	$	250,000
Unsecured senior guaranteed notes	$	946,916	$	975,291	$	797,098	$	790,267
Unsecured line of credit	$	—	$	—	$	62,337	$	64,000

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Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2019	Feb. 14, 2020	Jun. 30, 2019
Document Information [Line Items]
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Trading Symbol	AAT
Entity Central Index Key	0001500217
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity Registrant Name	AMERICAN ASSETS TRUST, INC.
Entity File Number	001-35030
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-3338708
Entity Address, Address Line One	11455 El Camino Real
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	350-2600
Title of 12(b) Security	Common Stock, $.01 par value per share
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 2,491,000,000
Entity Common Stock, Shares Outstanding		60,068,228
American Assets Trust, L.P.
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001509570
Document Type	10-K
Entity Registrant Name	AMERICAN ASSETS TRUST, L.P.
Entity File Number	33-202342-01
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-3338894
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		0

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Acquired In-Place Leases and Above/Below Market Leases (Notes)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES

ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES

The following summarizes our acquired lease intangibles, which are included in other assets and other liabilities and deferred credits (in thousands):

    

	December 31, 2019			December 31, 2018
In-place leases	$	63,896		$	40,884
Accumulated amortization	(32,672		)	(34,603		)
Above market leases	7,534			11,963
Accumulated amortization	(7,351		)	(11,445		)
Acquired lease intangible assets, net	$	31,407		$	6,799
Below market leases	$	62,126		$	63,172
Accumulated accretion	(36,674		)	(37,220		)
Acquired lease intangible liabilities, net	$	25,452		$	25,952

The value allocated to in-place leases is amortized over the related lease term as depreciation and amortization expense in the statement of income. Above and below market leases are amortized over the related lease term as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of income. Rental income (loss) includes net amortization from acquired above and below market leases of $3.8 million, $3.6 million and $3.3 million in 2019, 2018 and 2017, respectively. The remaining weighted-average amortization period as of December 31, 2019, is 8.5 years, 4.6 years and 11.0 years for in-place leases, above market leases and below market leases, respectively. Below market leases include $12.3 million related to below market renewal options, and the weighted-average period prior to the commencement of the renewal options is 8.9 years.

Increases (decreases) in net income as a result of amortization of our in-place leases, above market leases and below market leases are as follows (in thousands): 

    

	Year Ended December 31,
	2019			2018			2017
Amortization of in-place leases	$	(4,762	)	$	(2,090	)	$	(8,769	)
Amortization of above market leases	(345		)	(660		)	(934		)
Amortization of below market leases	4,131			4,230			4,239
Net income (loss)	$	(976	)	$	1,480		$	(5,464	)

As of December 31, 2019, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands): 

    

	In-Place Leases		Above Market Leases		Below Market Leases
Year Ending December 31,
2020	$	4,903	$	62	$	3,382
2021	4,244		28		3,148
2022	3,589		28		2,579
2023	3,363		27		2,329
2024	3,178		24		2,038
Thereafter	11,947		14		11,976
	$	31,224	$	183	$	25,452

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Commitments and Contingencies (Notes)

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Legal

We are sometimes involved in various disputes, lawsuits, warranty claims, environmental and other matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.

We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the operation of the properties by the tenant.

Commitments

See Footnote 13 for description of our leases, as a lessee.

We have management agreements with Outrigger Hotels & Resorts or an affiliate thereof (“Outrigger”) pursuant to which Outrigger manages each of the retail and hotel portions of the Waikiki Beach Walk property. Under the management agreement with Outrigger relating to the retail portion of Waikiki Beach Walk (the “retail management agreement”), we pay Outrigger a monthly management fee of 3.0% of net revenues from the retail portion of Waikiki Beach Walk. Pursuant to the terms of the retail management agreement, if the agreement is terminated in certain instances, including our election not to repair damage or destruction at the property, a condemnation or our failure to make required working capital infusions, we would be obligated to pay Outrigger a termination fee equal to the sum of the management fees paid for the two months immediately preceding the termination date. The retail management agreement may not be terminated by us or by Outrigger without cause. Under our management agreement with Outrigger relating to the hotel portion of Waikiki Beach Walk (the “hotel management agreement”), we pay Outrigger a monthly management fee of 6.0% of the hotel's gross operating profit, as well as 3.0% of the hotel's gross revenues; provided that the aggregate management fee payable to Outrigger for any year shall not exceed 3.5% of the hotel's gross revenues for such fiscal year. Pursuant to the terms of the hotel management agreement, if the agreement is terminated in certain instances, including upon a transfer by us of the hotel or upon a default by us under the hotel management agreement, we would be required to pay a cancellation fee calculated by multiplying (1) the management fees for the previous 12 months by (2) (a) eight, if the agreement is terminated in the first 11 years of its term, or (b) four, three, two or one, if the agreement is terminated in the twelfth, thirteenth, fourteenth or fifteenth year, respectively, of its term. The hotel management agreement may not be terminated by us or by Outrigger without cause.

A wholly owned subsidiary of our Operating Partnership, WBW Hotel Lessee LLC, entered into a franchise license agreement with Embassy Suites Franchise LLC, the franchisor of the brand “Embassy Suites™,” to obtain the non-exclusive right to operate the hotel under the Embassy Suites brand for 20 years. The franchise license agreement provides that WBW Hotel Lessee LLC must comply with certain management, operational, record keeping, accounting, reporting and marketing standards and procedures. In connection with this agreement, we are also subject to the terms of a product improvement plan pursuant to which we expect to undertake certain actions to ensure that our hotel's infrastructure is maintained in compliance with the franchisor's brand standards. In addition, we must pay to Embassy Suites Franchise LLC a monthly franchise royalty fee equal to 4.0% of the hotel's gross room revenue through December 2021 and 5.0% of the hotel's gross room revenue thereafter, as well as a monthly program fee equal to 4.0% of the hotel's gross room revenue. If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which could be as high as $7.6 million based on operating performance through December 31, 2019.

Our Del Monte Center property has ongoing environmental remediation related to ground water contamination. The environmental issue existed at purchase and is currently in the final stages of remediation. The final stages of the remediation will include routine, long term ground monitoring by the appropriate regulatory agency over the next five years to seven years years. The work performed is financed through an escrow account funded by the seller upon our purchase of the Del Monte Center. We believe the funds in the escrow account are sufficient for the remaining work to be performed. However, if further work is required costing more than the remaining escrow funds, we could be required to pay such overage, although we may have a contractual claim for such costs against the prior owner or our environmental remediation consultant.

As of December 31, 2019, the company accrued approximately $6.6 million for transfer taxes in connection with its Offering. The company believes that it has filed all necessary forms with the requisite taxing authorities.

Concentrations of Credit Risk

Our properties are located in Southern California, Northern California, Hawaii, Oregon, Texas and Washington. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate. Fifteen of our consolidated properties, representing 37.6% of our total revenue for the year ended December 31, 2019, are located in Southern California, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Our mixed-use property located in Honolulu, Hawaii accounted for 17.3% of total revenues for the year ended December 31, 2019.

Tenants in the retail industry accounted for 29.3% and 31.9% of total revenues for the years December 31, 2019 and 2018, respectively. This makes us susceptible to demand for retail rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the retail industry. Two retail properties, Alamo Quarry Market and Waikele Center, accounted for 10.0% and 11.7% of total revenues for the years ended December 31, 2019 and 2018, respectively.

Tenants in the office industry accounted for 39.5% and 34.0% of total revenues for the years December 31, 2019 and 2018, respectively. This makes us susceptible to demand for office rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the office industry.

For the years ended December 31, 2019 and 2018, no tenant accounted for more than 10.0% of our total rental revenue. At December 31, 2019, LPL Holdings, Inc. at La Jolla Commons accounted for 7.5% of total annualized base rent. Three other tenants (Google LLC, Autodesk, Inc., and Lowe's) comprise 13.9% of our total annualized base rent at December 31, 2019, in the aggregate. No other tenants represent greater than 2.0% of our total annualized base rent. Total annualized base rent used for the percentage calculations includes the annualized base rent as of December 31, 2019 for our office properties, retail properties and the retail portion of our mixed-use property.

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Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Summary of total secured notes payable outstanding

The following is a summary of the Operating Partnership's total secured notes payable outstanding as of December 31, 2019 and December 31, 2018 (in thousands):

Description of Debt	Principal Balance as of						Stated Interest Rate		Stated Maturity Date
	December 31, 2019			December 31, 2018			as of December 31, 2019
Torrey Reserve—North Court (1)(2)	—			19,620			7.22	%	June 1, 2019
Torrey Reserve—VCI, VCII, VCIII (2)	6,498			6,635			6.36	%	June 1, 2020
Solana Beach Corporate Centre I-II (2)	10,270			10,502			5.91	%	June 1, 2020
Solana Beach Towne Centre (2)	34,235			35,008			5.91	%	June 1, 2020
City Center Bellevue (3)	111,000			111,000			3.98	%	November 1, 2022
	162,003			182,765
Debt issuance costs, net of accumulated amortization of $449 and $671, respectively	(124		)	(193		)
Total Secured Notes Payable	$	161,879		$	182,572

(1) Loan repaid in full, without premium or penalty, on March 1, 2019.

(2) Principal payments based on a 30-year amortization schedule.

(3) Interest only.

Scheduled principal payments on notes payable

Scheduled principal payments on secured and unsecured notes payable as of December 31, 2019 are as follows (in thousands):

2020	$	51,003
2021	250,000
2022	111,000
2023	150,000
2024	100,000
Thereafter	700,000
	$	1,362,003

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LEASES (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Future minimum rental payments for operating leases

As of December 31, 2019, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows for the years ended December 31 (in thousands):

2020	$	216,969
2021	212,728
2022	196,345
2023	175,686
2024	146,164
Thereafter	523,183
Total	$	1,471,075

Current minimum annual payments under the leases

Current annual payments under the operating leases are as follows, as of December 31, 2019 (in thousands): 

Year Ending December 31,
2020	$	3,422
2021	2,153
2022	—
2023	—
2024	—
Thereafter	—
Total lease payments	$	5,575
Imputed interest	$	(195	)
Present value of lease liability	$	5,380

Lease costs under operating leases and supplemental cash flow information of leases

Lease costs under the operating leases are as follows (in thousands):    

	Year Ended December 31,
	2019
Operating lease cost	$	3,334
Variable lease cost	—
Sublease income	(3,098		)
Total lease (income) cost	$	236
Weighted-average remaining lease term - operating leases (in years)	1.7
Weighted-average discount rate - operating leases	4.13		%

Supplemental cash flow information and non-cash activity related to our operating leases are as follow (in thousands):

	Year Ended December 31,
	2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	3,347
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	7,661

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Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Leasing commissions, net of accumulated amortization of $30,775 and $28,597, respectively	$ 42,539		$ 28,796
Interest rate swap asset	434		6,002
Acquired above market leases, net	183		518
Acquired in-place leases, net	31,224		6,281
Lease incentives, net of accumulated amortization of $565 and $299, respectively	2,603		747
Other intangible assets, net of accumulated amortization of $1,031 and $981, respectively	2,893		2,994
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively	1,256		0
Right-of-use asset, net	4,863	$ 7,700	0
Prepaid expenses, deposits and other	7,225		6,683
Total other assets	93,220		52,021
Leasing commissions, accumulative amortization	30,775		28,597
Lease incentives, accumulated amortization	565		299
Other intangible assets, accumulated amortization	1,031		981
Debt issuance costs, accumulated amortization	$ 814		$ 0

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Acquired In-Place Leases and Above/Below Market Leases Amortization for Acquired In-Place Leases During Next Five Years and Thereafter Assuming No Early Lease Terminations (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract]
2020	$ 3,382
2021	3,148
2022	2,579
2023	2,329
2024	2,038
Thereafter	11,976
Acquired lease intangible liabilities, net	25,452	$ 25,952
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
2020	4,903
2021	4,244
2022	3,589
2023	3,363
2024	3,178
Thereafter	11,947
Acquired lease intangible assets, net	31,224
Above market leases
Acquired Finite-Lived Intangible Assets [Line Items]
2020	62
2021	28
2022	28
2023	27
2024	24
Thereafter	14
Acquired lease intangible assets, net	$ 183

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Component of Rental Income and Expense Components of Rental Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Rental Income [Line Items]
Cost reimbursement	$ 0	$ 34,584	$ 34,267
Percentage rent	2,476	3,149	3,214
Hotel revenue	40,297	40,049	39,545
Other	2,223	1,611	1,667
Total rental income	343,865	309,537	298,803
Total Retail
Rental Income [Line Items]
Minimum rents	99,601	77,147	76,201
Total Office
Rental Income [Line Items]
Minimum rents	136,118	95,081	93,128
Total Multifamily
Rental Income [Line Items]
Minimum rents	47,448	46,897	40,217
Total Mixed-Use
Rental Income [Line Items]
Minimum rents	$ 15,702	$ 11,019	$ 10,564

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SCHEDULE III-Consolidated Real Estate and Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Real estate assets
Balance, beginning of period		$ 2,630,191	$ 2,614,138	$ 2,301,006
Property acquisitions		476,421	0	270,602
Improvements		101,285	62,790	44,755
Cost of Real Estate Sold		(8,845)	0	0
Other	[1]	(10,355)	(46,737)	(2,225)
Balance, end of period		3,188,697	2,630,191	2,614,138
Accumulated depreciation
Balance, beginning of period		590,338	537,431	469,460
Additions-depreciation		85,428	99,644	70,196
Cost of Real Estate Sold		(189)	0	0
Other	[1]	(10,355)	(46,737)	(2,225)
Balance, end of period		$ 665,222	$ 590,338	$ 537,431

[1] Other deductions for the years ended December 31, 2019, 2018 and 2017 represent the write-off of fully depreciated assets.

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Income Taxes Income Tax Provision Included in Other Income Expense on Consolidated Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Federal	$ 48	$ 60	$ 0
State	625	465	422
Federal	237	(6)	0
State	(91)	(192)	(208)
Provision for income taxes	$ 819	$ 327	$ 214

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Other Income (Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Other Income and Expenses [Abstract]
Interest and investment income	$ 696	$ 238	$ 548
Income tax expense	(819)	(327)	(214)
Other non-operating income	1	4	0
Total other income (expense)	$ (122)	$ (85)	$ 334

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Segment Reporting Reconciliation of Segment Profit to Net Income Attributable to Stockholders (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting [Abstract]
Total segments' profit									$ 234,761	$ 209,412	$ 198,306
General and administrative									(24,871)	(22,784)	(21,382)
Depreciation and amortization									(96,205)	(107,093)	(83,278)
Interest expense									54,008	52,248	53,848
Gain on sale of real estate									633	0	0
Other income (expense), net									(122)	(85)	334
Net income	$ 16,485	$ 16,519	$ 11,941	$ 15,243	$ 9,209	$ 14,271	$ 4,413	$ (691)	60,188	27,202	40,132
Net income attributable to restricted shares	(104)	(92)	(92)	(93)	(96)	(71)	(216)	72	(381)	(311)	(241)
Net income attributable to unitholders in the Operating Partnership	(3,536)	(3,565)	(2,933)	(4,055)	(2,440)	(3,806)	(1,125)	166	(14,089)	(7,205)	(10,814)
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$ 12,845	$ 12,862	$ 8,916	$ 11,095	$ 6,673	$ 10,394	$ 3,072	$ (453)	$ 45,718	$ 19,686	$ 29,077

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LEASES - Lease Obligations - Minimum Future Rental Payments from Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
2020	$ 3,422
2021	2,153
2022	0
2023	0
2024	0
Thereafter	0
Total lease payments	5,575
Imputed interest	(195)
Present value of lease liability	$ 5,380	$ 0

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Real Estate Summary of Real Estate Investments (Details) - USD ($) $ in Thousands		Dec. 31, 2019	Dec. 31, 2018
Real Estate Properties [Line Items]
Construction in progress		$ 91,264	$ 71,228
Total Real estate, at cost		3,188,697	2,630,191
Accumulated depreciation		(665,222)	(590,338)
Net real estate		2,523,475	2,039,853
Total Retail
Real Estate Properties [Line Items]
Net real estate		624,912	628,734
Total Office
Real Estate Properties [Line Items]
Net real estate		1,317,854	822,574
Real Estate Investment
Real Estate Properties [Line Items]
Land		628,557	555,630
Buildings		2,173,740	1,775,730
Land improvements		67,144	61,621
Tenant improvements		241,621	163,740
Furniture, fixtures, and equipment		26,158	23,911
Construction in progress	[1]	51,477	49,559
Total Real estate, at cost		3,188,697	2,630,191
Accumulated depreciation		(665,222)	(590,338)
Net real estate		2,523,475	2,039,853
Real Estate Investment | Total Retail
Real Estate Properties [Line Items]
Land		254,016	262,860
Buildings		523,645	516,566
Land improvements		46,335	43,412
Tenant improvements		87,707	70,210
Furniture, fixtures, and equipment		911	570
Construction in progress		6,487	8,598
Total Real estate, at cost		919,101	902,216
Accumulated depreciation		(294,189)	(273,482)
Net real estate		624,912	628,734
Real Estate Investment | Total Office
Real Estate Properties [Line Items]
Land		225,238	143,467
Buildings		1,132,990	743,474
Land improvements		11,097	8,825
Tenant improvements		151,662	91,612
Furniture, fixtures, and equipment		3,065	2,671
Construction in progress		35,397	39,511
Total Real estate, at cost		1,559,449	1,029,560
Accumulated depreciation		(241,595)	(206,986)
Net real estate		1,317,854	822,574
Real Estate Investment | Total Multifamily
Real Estate Properties [Line Items]
Land		72,668	72,668
Buildings		390,379	389,831
Land improvements		7,106	6,778
Tenant improvements		0	0
Furniture, fixtures, and equipment		14,995	13,844
Construction in progress		2,212	854
Total Real estate, at cost		487,360	483,975
Accumulated depreciation		(86,208)	(71,933)
Net real estate		401,152	412,042
Real Estate Investment | Total Mixed-Use
Real Estate Properties [Line Items]
Land		76,635	76,635
Buildings		126,726	125,859
Land improvements		2,606	2,606
Tenant improvements		2,252	1,918
Furniture, fixtures, and equipment		7,187	6,826
Construction in progress		7,381	596
Total Real estate, at cost		222,787	214,440
Accumulated depreciation		(43,230)	(37,937)
Net real estate		$ 179,557	$ 176,503

[1] Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

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Real Estate Property Asset Acquisitions (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Real Estate [Line Items]
Acquired in-place leases, net	$ 31,224	$ 6,281
Prepaid expenses, deposits and other	7,225	6,683
TOTAL ASSETS	2,790,333	2,198,250
Accounts payable and accrued expenses	62,576	46,616
Security deposits payable	8,316	8,844
Other liabilities and deferred credits	68,110	49,547
Liabilities	1,496,661	$ 1,395,779
La Jolla Commons
Real Estate [Line Items]
Land	82,759
Buildings	361,471
Land improvements	1,359
Furniture, fixtures, and equipment	30,822
Total real estate	476,411
Acquired in-place leases, net	40,082
Prepaid expenses, deposits and other	13
TOTAL ASSETS	516,506
Accounts payable and accrued expenses	3,578
Security deposits payable	443
Other liabilities and deferred credits	3,817
Liabilities	$ 7,838

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Equity of American Assets Trust, Inc. (Details)				12 Months Ended
	Jun. 14, 2019 USD ($) shares	May 27, 2015 USD ($) Agent	May 06, 2013 USD ($) Agent	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares
Equity [Line Items]
Preferred stock, shares authorized (in shares)				10,000,000
Preferred stock, par-value (in dollars per share) | $ / shares				$ 0.01
Preferred stock, shares issued (in shares)				0
Preferred stock, shares outstanding (in shares)				0
Equity incentive award plan, common stock authorized for issuance (in shares)				4,054,411
Equity incentive award plan, common stock available for future issuance (in shares)				2,422,181
Noncash compensation expense | $				$ 4,500,000	$ 3,000,000.0	$ 4,700,000
Unrecognized compensation expense | $				7,100,000
Weighted average unvested shares outstanding (in shares)						230,602
Proceeds from issuance of common stock, net | $	$ 472,600,000			$ 515,354,000	$ (236,000)	$ 29,873,000
Common stock, shares issued	10,925,000
Option Indexed to Issuer's Equity, Indexed Shares	1,425,000
American Assets Trust, L.P.
Equity [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)				330,197	271,905	230,602
Restricted Stock
Equity [Line Items]
Unrecognized compensation expense, weighted-average recognition period (in years)				1 year 7 months 6 days
At The Market Equity Program
Equity [Line Items]
Aggregate offering price of common share | $		$ 250,000,000.0	$ 150,000,000.0
Common shares issued (in shares)				946,552
Remaining capacity available for issuance | $				$ 132,600,000
Common Stock Issued During Period, Weighted Price per Share | $ / shares				$ 46.04
Proceeds from Issuance of Common Stock, Gross | $				$ 43,600,000
$150.0 Million ATM | At The Market Equity Program
Equity [Line Items]
Number of sales agents | Agent			4
$250.0 Million ATM | At The Market Equity Program
Equity [Line Items]
Number of sales agents | Agent		5
Commissions | At The Market Equity Program
Equity [Line Items]
Payments of Stock Issuance Costs | $				400,000
Other Offering Costs | At The Market Equity Program
Equity [Line Items]
Payments of Stock Issuance Costs | $				$ 500,000
Operating Partnership Units | American Assets Trust, L.P.
Equity [Line Items]
Weighted average unvested shares outstanding (in shares)				330,197	271,905

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Debt Scheduled Principal Payments on Notes Payable (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Debt Disclosure [Abstract]
2019	$ 51,003
2020	250,000
2021	111,000
2022	150,000
2023	100,000
Thereafter	700,000
Notes payable, total	$ 1,362,003

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Equity of American Assets Trust, Inc. Summary of Activity of Restricted Stock Awards (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Nonvested, Number of Shares
Nonvested, Beginning, Shares | shares	342,093
Granted, Shares | shares	173,008
Vested, Shares | shares	(99,304)
Forfeited, Shares | shares	(70,644)
Nonvested, Ending, Shares | shares	345,153
Nonvested, Weighted Average Grant Date Fair Value
Nonvested, Beginning, Weighted Average Grant Date Fair Value (in USD per Share) | $ / shares	$ 28.33
Granted, Weighted Average Grant Date Fair Value (in USD per share) | $ / shares	29.99
Vested, Weighted Average Grant Date Fair Value (in USD per share) | $ / shares	28.23
Forfeited, Weighted Average Grant Date Fair Value (in USD per share) | $ / shares	30.44
Nonvested, End of Year, Weighted Average Grant Date Fair Value (in USD per Share) | $ / shares	$ 28.75

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Business and Organization

Business and Organization

American Assets Trust, Inc. (which may be referred to in these financial statements as the “company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering (the “Offering”) and the related acquisition on January 19, 2011 of certain assets of a combination of entities whose assets included entities owned and/or controlled by Ernest S. Rady and his affiliates, including the Rady Trust, which in turn owned (1) controlling interests in entities owning 17 properties and the property management business of American Assets, Inc. and (2) noncontrolling interests in entities owning four properties. The company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The company's operations are carried on through our Operating Partnership and its subsidiaries, including our taxable REIT subsidiary. Since the formation of our Operating Partnership, the company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations.

We are a vertically integrated and self-administered REIT with 206 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing.

Any reference to the number of properties or units, square footage or acres, employees; or references to beneficial ownership interests, are unaudited and outside the scope of our independent registered public accounting firm's audit of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

As of December 31, 2019, we owned or had a controlling interest in 28 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of December 31, 2019, we owned land at three of our properties that we classify as held for development and construction in progress. A summary of the properties owned by us is as follows:

Retail
Carmel Country Plaza	Gateway Marketplace	Alamo Quarry Market
Carmel Mountain Plaza	Del Monte Center	Hassalo on Eighth - Retail
South Bay Marketplace	Geary Marketplace
Lomas Santa Fe Plaza	The Shops at Kalakaua
Solana Beach Towne Centre	Waikele Center

Office
La Jolla Commons	One Beach Street
Torrey Reserve Campus	First & Main
Torrey Point	Lloyd District Portfolio
Solana Crossing (formerly Solana Beach Corporate Centre)	City Center Bellevue
The Landmark at One Market

Multifamily
Loma Palisades	Hassalo on Eighth - Multifamily
Imperial Beach Gardens
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments

Mixed-Use

Waikiki Beach Walk Retail and Embassy Suites™ Hotel

Held for Development and Construction in Progress

La Jolla Commons - Land

Solana Crossing – Land

Lloyd District Portfolio – Construction in Progress

Basis of Presentation

Basis of Presentation

Our consolidated financial statements include the accounts of the company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests.

All significant intercompany transactions and balances are eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Consolidated Statements of Cash Flows-Supplemental Disclosures

Consolidated Statements of Cash Flows-Supplemental Disclosures

The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Supplemental cash flow information
Total interest costs incurred	$	54,636	$	53,736	$	55,418
Interest capitalized	$	628	$	1,488	$	1,570
Interest expense	$	54,008	$	52,248	$	53,848
Cash paid for interest, net of amounts capitalized	$	51,975	$	52,632	$	47,473
Cash paid for income taxes	$	971	$	462	$	461
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress	$	25,413	$	14,440	$	6,863
Accrued leasing commissions	$	3,345	$	5,229	$	1,694
Reduction to capital for prepaid equity financing costs	$	—	$	241	$	—
Building recorded in termination of ground lease	$	4,518	$	—	$	—

Revenue Recognition and Accounts Receivable

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed rent escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, based on management's assessment of credit, collection and other business risks. When we determine that we are the owner of tenant improvements and the tenant has reimbursed us for a portion or all of the tenant improvement costs, we consider the amount paid to be additional rent, which is recognized on a straight-line basis over the term of the related lease. For first generation tenants, in instances in which we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Percentage rents, which represent additional rents based upon the level of sales achieved by

certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Other property income includes parking income, general excise tax billed to tenants and fees charged to tenants at our multifamily properties. Other property income is recognized when we satisfy performance obligations as evidenced by the transfer of control of our services to customers. We measure other property income based on the amount of consideration we expect to be entitled to in exchange for the services provided. We recognize general excise tax gross, with the amounts billed to tenants and customers recorded in other property income and the related taxes paid as rental expense. The general excise tax included in other income was $3.5 million, $3.6 million and $3.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the later of the termination date or the satisfaction of all conditions precedent to the lease termination, including, without limitation, payment of all lease termination fees. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Current accounts receivable from tenants primarily relate to contractual minimum rent and percentage rent as well as real estate tax and other cost reimbursements. Accounts receivable from straight-line rent is typically longer term in nature and relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the contractual lease agreement.

We recognize revenue on the hotel portion of our mixed-use property from the rental of hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when the rooms are occupied and services have been provided. Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs. Revenue from room rental is included in rental revenue on the statement of income. Revenue from other sales and services provided is included in other property income on the statement of income.

We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management. The collectability of receivables is affected by numerous different factors including current economic conditions, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement. If our assessment of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.

At December 31, 2019 and December 31, 2018, our allowance for doubtful accounts was $1.2 million and $0.6 million, respectively. Our allowance for deferred rent receivables at December 31, 2019 and December 31, 2018 was $0.5 million and $0.3 million, respectively. Total bad debt expense was $1.8 million, $0.8 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Total bad debt expense for the year ended December 31, 2019 was included as a reduction to rental income on the statement of income while the total bad debt expense for the years ended December 31, 2018 and 2017 were included in rental income on the statement of income.

Effective January 1, 2018, (upon the adoption of ASU 2014-09, Revenue from Contracts with Customers) sales of real estate are recognized generally upon the transfer of control, which usually occurs when the real estate is legally sold. Prior to January 1, 2018, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and we had no significant continuing involvement. The application of these criteria can be complex and required us to make assumptions. We believe the relevant criteria were met for all real estate sold during the periods presented.

Real Estate

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 years to 15 years.

Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to the contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. For the years ended December 31, 2019, 2018 and 2017, real estate depreciation expense was $85.3 million, $99.6 million and $70.2 million, respectively.

Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. Such valuations include a consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below market renewal options are determined based on a review of several qualitative and quantitative factors on a lease-by-lease basis at acquisition to determine whether it is probable that the tenant would exercise its option to renew the lease agreement. These factors include: (1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew. The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of income.

The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of income. The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods. If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and amortization expense.

Capitalized Costs

Capitalized Costs

We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance and construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and significant redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine that the completion of development or redevelopment is no longer probable, we expense all capitalized costs which are not recoverable.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

We review for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell.

Financial Instruments

Financial Instruments

The estimated fair values of financial instruments are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair values. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.

Derivative Instruments

Derivative Instruments

At times, we may use derivative instruments to manage exposure to variable interest rate risk. We may enter into interest rate swaps to manage our exposure to variable interest rate risk. If and when we enter into derivative instruments, we ensure that such instruments qualify as cash flow hedges and would not enter into derivative instruments for speculative purposes.

Any interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected.

Cash and Cash Equivalents

Cash and Cash Equivalents

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity of less than 3 months. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the "FDIC"). No losses have been experienced related to such accounts.

Restricted Cash

Restricted Cash

Restricted cash consists of amounts held by lenders to provide for future real estate tax expenditures, insurance expenditures and reserves for capital improvements.

Other Assets

Other Assets

Other assets consist primarily of lease costs, lease incentives, acquired in-place leases and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions related to obtaining a lease. Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of income. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow. Therefore, we classify cash outflows for lease costs as an investing activity in our consolidated statements of cash flows.

Variable Interest Entities

Variable Interest Entities

Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as variable interest entities (“VIEs”). VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is the party that has a controlling interest in the VIE. Identifying the party with the controlling interest requires a focus on which entity has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (1) the obligation to absorb the expected losses of the VIE or (2) the right to receive the benefits from the VIE.

Stock-Based Compensation

Stock-Based Compensation

We grant stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, options to purchase common stock and/or shares of common stock. We measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.

Deferred Compensation

Deferred Compensation

Our Operating Partnership has adopted the American Assets Trust Executive Deferral Plan V (“EDP V”) and the American Assets Trust Executive Deferral Plan VI (“EDP VI”). These plans were adopted by our Operating Partnership as successor plans to those deferred compensation plans maintained by American Assets Inc. ("AAI") in which certain employees of AAI, who were transferred to us in connection with the Offering (the “Transferred Participants”), participated prior to the Offering. EDP V and EDP VI contain substantially the same terms and conditions as these predecessor plans. AAI transferred to our Operating Partnership the Transferred Participants' account balances under the predecessor plans. These transferred account balances represent amounts deferred by the Transferred Participants prior to the Offering while they were employed by AAI.

At the time eligible participants defer compensation, we record compensation cost and a corresponding deferred compensation plan liability, which is included in other liabilities and deferred credits on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost.

Income Taxes

Income Taxes

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2011. To maintain our qualification as a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular U.S. federal income tax. We are subject to certain state and local income taxes.

 We, together with one of our subsidiaries, have elected to treat such subsidiary as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes.

Segment Information

Segment Information

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four reportable segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides the principles for the recognition, measurement, presentation and disclosure of leases. This ASU significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.

We adopted the provisions of ASU No. 2016-02 effective January 1, 2019 using the modified retrospective approach. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows lessors to elect a practical expedient by class of underlying assets to not separate non-lease components from the lease component if certain conditions are met. The lessor’s practical expedient election would be limited to circumstances in which the non-lease components otherwise would be accounted for under the new revenue guidance and both (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component would be classified as an operating lease. The company elected the practical expedient, which allows the company the ability to combine the lease and non-lease components if the underlying asset meets the criteria above. Due to our election of the practical expedient approach, for the year ended December 31, 2019, approximately $38.4 million of non-lease components are combined with lease rental income. ASU 2018-11 also includes an optional transition method in addition to the existing requirements for transition to the new standard by recognizing a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption. Consequently, a company’s reporting for the comparative periods presented in the financial statements would continue to be in accordance with previous GAAP (Topic 840). The company elected this practical expedient as well. Further, bad debt expense, which has previously been recorded in rental expenses, has now been classified as a contra-revenue account in rental income in the company’s consolidated statements of comprehensive income beginning in the year ended December 31, 2019.

We evaluated all leases within this scope under existing accounting standards and under the new ASU lease standard recognized approximately $7.7 million of right-of-use assets and lease liabilities for the year ended December 31, 2019. Effective January 1, 2019, approximately $0.8 million of deferred rent expense was reclassified to lease liability within the other liabilities and deferred credits, net. As of December 31, 2019, the remaining contractual payments under lease agreements for which the company is the lessee aggregated approximately $5.6 million.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and International Financial Reporting Standards. The pronouncement is effective for reporting periods beginning after December 15, 2017. We adopted the provisions of the ASU effective January 1, 2018 using the modified retrospective approach. As discussed above, lease are specifically excluded from this and will be governed by the applicable lease codification.

We evaluated the revenue recognition for all contracts within this scope under existing accounting standards and under the new revenue recognition ASU and confirmed that there were no differences in the amounts recognized or the pattern of recognition. This evaluation included revenues from the hotel portion of our mixed-use property, parking income and excise taxes charged to customers. Therefore, the adoption of this ASU did not result in an adjustment to the company’s retained earnings on January 1, 2018.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Topics. The pronouncement requires

companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other

receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments,

including trade receivables. The pronouncement is effective for fiscal years and for interim periods within those fiscal years,

beginning after December 15, 2019, with early adoption permitted. In November 2018, the FASB issued ASU 2018-19,

Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from

operating leases are not within the scope of the pronouncement. We evaluated the impact this pronouncement will

have on our consolidated financial statements and do not believe that the pronouncement will have a material impact on our consolidated financial statements as the majority of our receivables are derived from operating leases and

are excluded from this standard.

Fair Value Measurements

FAIR VALUE OF FINANCIAL INSTRUMENTS

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows:

1. Level 1 Inputs—quoted prices in active markets for identical assets or liabilities

2. Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities

3. Level 3 Inputs—unobservable inputs

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

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Related Party Transactions (Notes)

12 Months Ended

Dec. 31, 2019

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

At Torrey Reserve Campus, we previously leased space to ICW, an entity owned and controlled by Ernest Rady. Rental revenue recognized on the leases of $0.0 million, $0.1 million and $0.1 million for the years ended December 31, 2019, 2018 and 2017, respectively, is included in rental income. Additionally, on July 1, 2014, we entered into a workers' compensation insurance policy with ICW. The policy premium was approximately $0.4 million for the period July 1, 2014 through July 1, 2015. We renewed this policy with ICW on July 1, 2015 and the premium was approximately $0.2 million for the period July 1, 2015 through July 1, 2016. We renewed this policy with ICW on July 1, 2016 and the premium was approximately $0.2 million for the period July 1, 2016 through July 1, 2017. We renewed this policy with ICW on June 30, 2017 and the premium is approximately $0.2 million for the period July 1, 2017 through July 1, 2018. We did not renew this policy with ICW during the second quarter of 2018 and commencing July 1, 2018, we entered into a workers' compensation policy with an unaffiliated third-party insurer.

During the first quarter of 2019, we terminated the lease agreement with American Assets, Inc. ("AAI"), an entity owned and controlled by Mr. Rady, and entered into a new lease agreement with AAI for office space at Torrey Reserve Campus. Rents commenced on March 1, 2019 for an initial lease term of three years at an average annual rental rate of $0.2 million. Rental revenue recognized on the leases of $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.

At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Ernest Rady. Rent revenue recognized on the lease of $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.

On occasion, the company utilizes aircraft services provided by AAI Aviation, Inc. ("AAIA"), an entity owned and controlled by Ernest Rady. For the years ending December 31, 2019, 2018 and 2017, we incurred approximately $0.2 million, $0.1 million and $0.1 million, respectively, of expenses related to aircraft services of AAIA or reimbursement to Mr. Rady (or his trust) for use of the aircraft owned by AAIA. These expenses are recorded as general and administrative expenses in our consolidated statements of comprehensive income.

As of December 31, 2019, Mr. Rady and his affiliates owned approximately 12.6% of our outstanding common stock and 19.5% of our outstanding common units, which together represent an approximate 32% beneficial interest in our company on a fully diluted basis.

The Waikiki Beach Walk entities have a 47.7% investment in WBW CHP LLC, an entity that was formed to, among other things, construct a chilled water plant to provide air conditioning to the property and other adjacent facilities. The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $1.1 million, $1.1 million and $1.0 million were made for the years ended December 31, 2019, 2018 and 2017, respectively, and included in rental expenses on the statements of income.

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Real Estate (Details) $ in Thousands					12 Months Ended
	Jun. 20, 2019 USD ($) ft²	May 22, 2019 USD ($)	Jul. 06, 2017 USD ($) ft²	Apr. 28, 2017 USD ($) unit	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Real Estate [Line Items]
Proceeds from sale of real estate, net of selling costs					$ 8,191	$ 0	$ 0
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					8 years 2 months 12 days
Solana Beach Highway 101 Land
Real Estate [Line Items]
Sales price of property sold		$ 9,400
Proceeds from sale of real estate, net of selling costs		$ 9,400
Gain on sale of real estate					$ 600	$ 0
Pacific Ridge Apartments
Real Estate [Line Items]
Number of units in real estate property | unit				533
Purchase price consideration				$ 232,000
Acquisition cost capitalized				$ 100
Gateway Marketplace
Real Estate [Line Items]
Purchase price consideration			$ 42,000
Acquisition cost capitalized			$ 100
Area of real estate property | ft²			128,000
La Jolla Commons
Real Estate [Line Items]
Purchase price consideration	$ 525,000
Purchase Price Seller Credits - Speculative Lease-up	11,500
Purchase Price Seller Credits - Assumed Contractual Liabilities	4,200
Purchase Price Seller Credits - Closing Prorations	1,700
Acquisition cost capitalized	$ 200
Area of real estate property | ft²	724,000

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Summary of Significant Accounting Policies Supplemental Disclosures Related to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Supplemental cash flow information
Total interest costs incurred	$ 54,636	$ 53,736	$ 55,418
Interest capitalized	628	1,488	1,570
Interest expense	54,008	52,248	53,848
Cash paid for interest, net of amounts capitalized	51,975	52,632	47,473
Cash paid for income taxes	971	462	461
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress	25,413	14,440	6,863
Accrued leasing commissions	3,345	5,229	1,694
Reduction to capital for prepaid equity financing costs	0	241	0
Building recorded in termination of ground lease	$ 4,518	$ 0	$ 0

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Equity of American Assets Trust, Inc. Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
NUMERATOR
Net income from operations									$ 60,188	$ 27,202	$ 40,132
Less: Net income attributable to restricted shares	$ (104)	$ (92)	$ (92)	$ (93)	$ (96)	$ (71)	$ (216)	$ 72	(381)	(311)	(241)
Less: Income attributable to unitholders in the Operating Partnership									14,089	7,205	10,814
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$ 12,845	$ 12,862	$ 8,916	$ 11,095	$ 6,673	$ 10,394	$ 3,072	$ (453)	45,718	19,686	29,077
Income attributable to American Assets Trust, Inc. common stockholders—basic									45,718	19,686	29,077
Plus: Income attributable to unitholders in the Operating Partnership									(14,089)	(7,205)	(10,814)
Net income attributable to common stockholders-diluted									$ 59,807	$ 26,891	$ 39,891
DENOMINATOR
Weighted average shares of common stock outstanding-basic (in shares)									54,110,949	46,950,812	46,715,520
Effect of dilutive securities-conversion of Operating Partnership units (in shares)									16,675,183	17,185,747	17,371,730
Weighted average common shares outstanding - diluted (in shares)									70,786,132	64,136,559	64,087,250
Earnings (loss) per common share-basic
Basic net income attributable to common stockholders per share (in dollars per share)									$ 0.84	$ 0.42	$ 0.62
Earnings (loss) per common share-diluted
Diluted net income attributable to common stockholders per share (in dollars per share)									$ 0.84	$ 0.42	$ 0.62

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Equity of American Assets Trust, Inc. Dividends Declared and Paid on Shares of Common Stock and Noncontrolling Common Units (Details) - $ / shares	3 Months Ended												12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Dividends period	Fourth Quarter 2019	Third Quarter 2019	Second Quarter 2019	First Quarter 2019	Fourth Quarter 2018	Third Quarter 2018	Second Quarter 2018	First Quarter 2018	Fourth Quarter 2017	Third Quarter 2017	Second Quarter 2017	First Quarter 2017
Amount per Share/Unit (in USD per unit)	$ 0.30	$ 0.28	$ 0.28	$ 0.28	$ 0.28	$ 0.27	$ 0.27	$ 0.27	$ 0.27	$ 0.26	$ 0.26	$ 0.26	$ 1.14	$ 1.09	$ 1.05
Date dividend to be paid	Dec. 26, 2019	Sep. 26, 2019	Jun. 27, 2019	Mar. 28, 2019	Dec. 27, 2018	Sep. 27, 2018	Jun. 28, 2018	Mar. 19, 2018	Dec. 21, 2017	Sep. 28, 2017	Jun. 29, 2017	Mar. 30, 2017

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Debt (Details)											12 Months Ended
		Jan. 09, 2019 Extension_Option	Jan. 09, 2018 USD ($) Extension_Option	Apr. 25, 2017	May 02, 2016 USD ($)	Mar. 23, 2016	Mar. 01, 2016 USD ($)	Jan. 29, 2016	Oct. 31, 2014 USD ($)	Jan. 09, 2014 USD ($) Extension_Option	Dec. 31, 2019 USD ($)		Dec. 31, 2018 USD ($)	Jul. 19, 2017 USD ($)	May 23, 2017 USD ($)	Mar. 01, 2017 USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate During Period											3.55%
Unsecured line of credit											$ 0		$ 62,337,000
Unsecured notes payable											1,195,780,000		1,045,863,000
Unsecured line of credit
Debt Instrument [Line Items]
Maximum leverage ratio of revolving credit facility			60.00%
Maximum secured leverage ratio on revolving credit facility			40.00%
Minimum fixed charge coverage ratio covenant threshold			1.5							1.5
Minimum interest coverage ratio covenant threshold			175.00%							175.00%
Maximum unsecured leverage ratio (in percents)			60.00%
Minimum tangible net worth										$ 721,160,000
Percent of net proceeds of any additional equity issuances in relation to net proceeds as of Offering										75.00%
Maximum recourse indebtedness of total asset value (in percents)			15.00%
Percentage annual distributions cannot exceed funds from operations										95.00%
Unsecured line of credit | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.50%							0.50%
Unsecured line of credit | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.00%							1.00%
Term Loan A | Unsecured debt | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on federal funds rate		0.50%
Term Loan A | Unsecured debt | Eurodollar
Debt Instrument [Line Items]
Basis spread on Eurodollar rate		1.00%
Term Loan B | Unsecured debt | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on federal funds rate			0.50%				0.50%
Term Loan B | Unsecured debt | Eurodollar
Debt Instrument [Line Items]
Basis spread on Eurodollar rate			0.10%				1.00%
Term Loan C | Unsecured debt | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on federal funds rate			0.50%
Term Loan C | Unsecured debt | Eurodollar
Debt Instrument [Line Items]
Basis spread on Eurodollar rate			0.10%
American Assets Trust, L.P.
Debt Instrument [Line Items]
Unsecured line of credit											0		62,337,000
Unsecured notes payable											1,195,780,000		1,045,863,000
American Assets Trust, L.P. | Unsecured line of credit | Base Rate
Debt Instrument [Line Items]
Variable rate basis										base rate
American Assets Trust, L.P. | Unsecured line of credit | Revolving Credit Facility
Debt Instrument [Line Items]
Number of extensions available | Extension_Option										2
Extension term (in months)										6 months
American Assets Trust, L.P. | Unsecured debt
Debt Instrument [Line Items]
Long-term Debt, Principal Balance											1,200,000,000		1,050,000,000
Unsecured notes payable											$ 1,195,780,000		1,045,863,000
American Assets Trust, L.P. | Term Loan A
Debt Instrument [Line Items]
Unsecured notes payable										$ 100,000,000
American Assets Trust, L.P. | Term Loan A | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)		0.20%
American Assets Trust, L.P. | Term Loan A | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)		0.70%
American Assets Trust, L.P. | Term Loan A | Unsecured debt
Debt Instrument [Line Items]
Stated Maturity Date											Jan. 09, 2021
Long-term Debt, Principal Balance											$ 100,000,000		100,000,000
Number of extensions available | Extension_Option		3
Extension term (in months)		1 year
American Assets Trust, L.P. | Term Loan A | Unsecured debt | LIBOR
Debt Instrument [Line Items]
Variable rate basis		LIBOR
American Assets Trust, L.P. | Term Loan A | Unsecured debt | Base Rate
Debt Instrument [Line Items]
Prime rate		prime rate
Federal funds rate		federal funds rate
Eurodollar		Eurodollar
American Assets Trust, L.P. | Term Loan A | Unsecured debt | Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)		1.20%
American Assets Trust, L.P. | Term Loan A | Unsecured debt | Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)		1.70%
American Assets Trust, L.P. | Term Loan B
Debt Instrument [Line Items]
Number of year amortization schedule			7 years				7 years
Face amount of debt							$ 100,000,000
Stated Maturity Date							Mar. 01, 2023	Mar. 01, 2023
American Assets Trust, L.P. | Term Loan B | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.70%				0.70%
American Assets Trust, L.P. | Term Loan B | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.35%				1.35%
American Assets Trust, L.P. | Term Loan B | Unsecured debt
Debt Instrument [Line Items]
Face amount of debt							$ 100,000,000
Stated Maturity Date											Mar. 01, 2023
Long-term Debt, Principal Balance											$ 100,000,000		100,000,000
American Assets Trust, L.P. | Term Loan B | Unsecured debt | LIBOR
Debt Instrument [Line Items]
Variable rate basis			LIBOR				LIBOR
American Assets Trust, L.P. | Term Loan B | Unsecured debt | Base Rate
Debt Instrument [Line Items]
Minimum base rate			0.00%				0.00%
Prime rate			prime rate				prime rate
Federal funds rate			federal funds rate				federal funds rate
Eurodollar			Eurodollar				Eurodollar
American Assets Trust, L.P. | Term Loan B | Unsecured debt | Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.20%				1.70%
American Assets Trust, L.P. | Term Loan B | Unsecured debt | Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.70%				2.35%
American Assets Trust, L.P. | Term Loan B & Term Loan C | Unsecured debt
Debt Instrument [Line Items]
Face amount of debt			$ 150,000,000
American Assets Trust, L.P. | Term Loan C
Debt Instrument [Line Items]
Number of year amortization schedule			7 years		7 years
Face amount of debt					$ 50,000,000
Stated Maturity Date					Mar. 01, 2023	Mar. 01, 2023
American Assets Trust, L.P. | Term Loan C | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.70%		0.70%
American Assets Trust, L.P. | Term Loan C | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.35%		1.35%
American Assets Trust, L.P. | Term Loan C | Unsecured debt
Debt Instrument [Line Items]
Face amount of debt					$ 50,000,000
Stated Maturity Date											Mar. 01, 2023
Long-term Debt, Principal Balance											$ 50,000,000		50,000,000
American Assets Trust, L.P. | Term Loan C | Unsecured debt | LIBOR
Debt Instrument [Line Items]
Variable rate basis			LIBOR		LIBOR
American Assets Trust, L.P. | Term Loan C | Unsecured debt | Base Rate
Debt Instrument [Line Items]
Minimum base rate			0.00%		0.00%
Prime rate			prime rate		prime rate
Federal funds rate			federal funds rate		federal funds rate
Eurodollar			Eurodollar		Eurodollar
American Assets Trust, L.P. | Term Loan C | Unsecured debt | Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.20%		1.70%
American Assets Trust, L.P. | Term Loan C | Unsecured debt | Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.70%		2.35%
American Assets Trust, L.P. | Note Purchase Agreement | Senior Guaranteed Notes
Debt Instrument [Line Items]
Face amount of debt									$ 350,000,000
Partial debt repayment, minimum percentage of principal (in percent)									5.00%
Full debt repayment percentage of principal plus a Make-Whole Amount (in percent)									100.00%
American Assets Trust, L.P. | Note Purchase Agreement | Senior Guaranteed Notes, Series A
Debt Instrument [Line Items]
Face amount of debt									$ 150,000,000
Stated Interest Rate									4.04%
American Assets Trust, L.P. | Note Purchase Agreement | Senior Guaranteed Notes, Series B
Debt Instrument [Line Items]
Face amount of debt									$ 100,000,000
Stated Interest Rate									4.45%
American Assets Trust, L.P. | Note Purchase Agreement | Senior Guaranteed Notes, Series C
Debt Instrument [Line Items]
Face amount of debt									$ 100,000,000
Stated Interest Rate									4.50%
American Assets Trust, L.P. | Amended and Restated Credit Facility
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity										350,000,000
Allowable additional borrowing capacity										$ 250,000,000
American Assets Trust, L.P. | Amended and Restated Credit Facility | Minimum | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										0.35%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Maximum | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										0.95%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured line of credit | Base Rate
Debt Instrument [Line Items]
Prime rate										prime rate
Federal funds rate										federal funds rate
Eurodollar										Eurodollar
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured line of credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity										$ 250,000,000
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured line of credit | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Variable rate basis										LIBOR
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured line of credit | Minimum | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										1.35%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured line of credit | Maximum | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										1.95%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured debt
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity										$ 100,000,000
Number of extensions available | Extension_Option										3
Extension term (in months)										12 months
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured debt | Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										1.30%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured debt | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										0.30%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured debt | Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										1.90%
American Assets Trust, L.P. | Amended and Restated Credit Facility | Unsecured debt | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)										0.90%
American Assets Trust, L.P. | Senior Guaranteed Notes, Series D | Unsecured debt
Debt Instrument [Line Items]
Face amount of debt																$ 250,000,000
Stated Maturity Date											Mar. 01, 2027
Stated Interest Rate											4.29%	[1]				4.29%
Long-term Debt, Principal Balance											$ 250,000,000		250,000,000
American Assets Trust, L.P. | Senior Guaranteed Notes, Series E | Unsecured debt
Debt Instrument [Line Items]
Number of year amortization schedule				12 years
Face amount of debt															$ 100,000,000
Stated Maturity Date											May 23, 2029
Stated Interest Rate											4.24%	[2]			4.24%
Long-term Debt, Principal Balance											$ 100,000,000		100,000,000
American Assets Trust, L.P. | Senior Guaranteed Notes, Series F | Unsecured debt
Debt Instrument [Line Items]
Face amount of debt														$ 100,000,000
Stated Maturity Date											Jul. 19, 2024
Stated Interest Rate											3.78%	[3]		3.78%
Long-term Debt, Principal Balance											$ 100,000,000		100,000,000
American Assets Trust, L.P. | Senior Guaranteed Notes, Series G [Member] | Unsecured debt
Debt Instrument [Line Items]
Stated Maturity Date											Jul. 30, 2030
Stated Interest Rate	[4]										3.91%
Long-term Debt, Principal Balance											$ 150,000,000		$ 0
American Assets Trust, L.P. | Second Amended and Restated Credit Facility
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity			$ 450,000,000
Allowable additional borrowing capacity			$ 250,000,000
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit
Debt Instrument [Line Items]
Unsecured line of credit											0
Debt issuance costs, net, revolving credit facility											$ 1,300,000
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Base Rate
Debt Instrument [Line Items]
Prime rate			prime rate
Federal funds rate			federal funds rate
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity			$ 350,000,000
Number of extensions available | Extension_Option			2
Extension term (in months)			6 months
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Variable rate basis			LIBOR
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Minimum | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.05%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Minimum | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.10%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Maximum | Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.50%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured line of credit | Maximum | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.50%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured debt
Debt Instrument [Line Items]
Revolving credit facility borrowing limit, maximum borrowing capacity			$ 100,000,000
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured debt | Minimum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.30%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured debt | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.30%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured debt | Maximum | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			1.90%
American Assets Trust, L.P. | Second Amended and Restated Credit Facility | Unsecured debt | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percents)			0.90%
Interest Rate Swap | American Assets Trust, L.P.
Debt Instrument [Line Items]
Fixed interest rate on derivative											3.08%
Interest Rate Swap | American Assets Trust, L.P. | Term Loan A
Debt Instrument [Line Items]
Fixed interest rate on derivative											4.13%
Interest Rate Swap | American Assets Trust, L.P. | Term Loan B
Debt Instrument [Line Items]
Fixed interest rate on derivative											2.75%		3.15%
Interest Rate Swap | American Assets Trust, L.P. | Term Loan C
Debt Instrument [Line Items]
Fixed interest rate on derivative											2.74%		3.14%

[1] The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million. The forward-starting interest swap rate contracts were deemed to be highly effective cash flow hedges, accordingly, the effective interest rate is approximately 3.87% per annum.

[2] The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $0.7 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18% per annum.

[3] The Operating Partnership entered into a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85% per annum.

[4] The Operating Partnership entered into a treasury lock contract on June 20, 2019, which was settled on July 17, 2019 at a gain of approximately $0.5 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.

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Real Estate (Tables)

12 Months Ended

Dec. 31, 2019

Real Estate [Line Items]

Summary of Real Estate Investments

A summary of the properties owned by us is as follows:

Retail
Carmel Country Plaza	Gateway Marketplace	Alamo Quarry Market
Carmel Mountain Plaza	Del Monte Center	Hassalo on Eighth - Retail
South Bay Marketplace	Geary Marketplace
Lomas Santa Fe Plaza	The Shops at Kalakaua
Solana Beach Towne Centre	Waikele Center

Office
La Jolla Commons	One Beach Street
Torrey Reserve Campus	First & Main
Torrey Point	Lloyd District Portfolio
Solana Crossing (formerly Solana Beach Corporate Centre)	City Center Bellevue
The Landmark at One Market

Multifamily
Loma Palisades	Hassalo on Eighth - Multifamily
Imperial Beach Gardens
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments

Mixed-Use

Waikiki Beach Walk Retail and Embassy Suites™ Hotel

Held for Development and Construction in Progress

La Jolla Commons - Land

Solana Crossing – Land

Lloyd District Portfolio – Construction in Progress

A summary of our real estate investments is as follows (in thousands):

	Retail			Office			Multifamily			Mixed-Use			Total
December 31, 2019
Land	$	254,016		$	225,238		$	72,668		$	76,635		$	628,557
Buildings	523,645			1,132,990			390,379			126,726			2,173,740
Land improvements	46,335			11,097			7,106			2,606			67,144
Tenant improvements	87,707			151,662			—			2,252			241,621
Furniture, fixtures, and equipment	911			3,065			14,995			7,187			26,158
Construction in progress	6,487			35,397			2,212			7,381			51,477			(1)
	919,101			1,559,449			487,360			222,787			3,188,697
Accumulated depreciation	(294,189		)	(241,595		)	(86,208		)	(43,230		)	(665,222		)
Net real estate	$	624,912		$	1,317,854		$	401,152		$	179,557		$	2,523,475
December 31, 2018
Land	$	262,860		$	143,467		$	72,668		$	76,635		$	555,630
Buildings	516,566			743,474			389,831			125,859			1,775,730
Land improvements	43,412			8,825			6,778			2,606			61,621
Tenant improvements	70,210			91,612			—			1,918			163,740
Furniture, fixtures, and equipment	570			2,671			13,844			6,826			23,911
Construction in progress	8,598			39,511			854			596			49,559			(1)
	902,216			1,029,560			483,975			214,440			2,630,191
Accumulated depreciation	(273,482		)	(206,986		)	(71,933		)	(37,937		)	(590,338		)
Net real estate	$	628,734		$	822,574		$	412,042		$	176,503		$	2,039,853

(1) Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

Schedule of Purchase Price Allocations

The financial information set forth below summarizes the company’s purchase price allocations for La Jolla Commons during the year ended December 31, 2019 (in thousands):

 

	La Jolla Commons
Land	$	82,759
Building	361,471
Land improvements	1,359
Furniture, fixtures, and equipment	30,822
Total real estate	476,411
Lease intangibles	40,082
Prepaid expenses and other assets	13
Assets acquired	$	516,506
Accounts payable and accrued expenses	$	3,578
Security deposits payable	443
Other liabilities and deferred credits	3,817
Liabilities assumed	$	7,838

Schedule of Operating Results

The following table summarizes the operating results for the La Jolla Commons included in the company’s historical consolidated statement of comprehensive income and in the office segment for the period of acquisition through December 31, 2019 (in thousands):

	June 20, 2019 through December 31, 2019
Revenues	$	20,579
Operating expenses	$	18,140
Operating income	$	2,439
Net income attributable to American Assets Trust, Inc.	$	2,650

Schedule of Pro Forma Financial Information

The pro forma financial information set forth below is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2018, nor does it purport to represent the results of future operations (in thousands). 

	Year Ended December 31, 2019				Year Ended December 31, 2018
	As Reported		ProForma		As Reported		ProForma
Total revenue	$	366,741	$	383,125	$	330,867	$	365,326
Total operating expenses	$	253,056	$	264,107	$	251,332	$	281,253
Operating income	$	113,685	$	119,018	$	79,535	$	84,073
Net income	$	60,188	$	64,278	$	27,202	$	30,662

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Segment Reporting (Notes)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. However, we have aggregated our properties into reportable segments as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies.

We operate in four business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel.

We evaluate the performance of our segments based on segment profit which is defined as property revenue less property expenses. We do not use asset information as a measure to assess performance and make decisions to allocate resources. Therefore, depreciation and amortization expense is not allocated among segments. General and administrative expenses,

interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level.

Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate segment profit in the same manner. We consider segment profit to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our properties.

The following table represents operating activity within our reportable segments (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total Office
Property revenue	144,683			112,362			105,694
Property expense	(42,234		)	(33,860		)	(33,120		)
Segment profit	102,449			78,502			72,574
Total Retail
Property revenue	$	107,604		$	105,552		$	103,968
Property expense	(30,633		)	(30,078		)	(28,524		)
Segment profit	76,971			75,474			75,444
Total Multifamily
Property revenue	51,066			50,627			43,533
Property expense	(20,863		)	(20,441		)	(17,898		)
Segment profit	30,203			30,186			25,635
Total Mixed-Use
Property revenue	63,388			62,326			61,788
Property expense	(38,250		)	(37,076		)	(37,135		)
Segment profit	25,138			25,250			24,653
Total segments’ profit	$	234,761		$	209,412		$	198,306

 The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands):

	Year Ended December 31,
	2019			2018			2017
Total segments' profit	$	234,761		$	209,412		$	198,306
General and administrative	(24,871		)	(22,784		)	(21,382		)
Depreciation and amortization	(96,205		)	(107,093		)	(83,278		)
Interest expense	(54,008		)	(52,248		)	(53,848		)
Gain on sale of real estate	633			—			—
Other income (expense), net	(122		)	(85		)	334
Net income	60,188			27,202			40,132
Net income attributable to restricted shares	(381		)	(311		)	(241		)
Net income attributable to unitholders in the Operating Partnership	(14,089		)	(7,205		)	(10,814		)
Net income attributable to American Assets Trust, Inc. stockholders	$	45,718		$	19,686		$	29,077

The following table shows net real estate and secured note payable balances for each of the segments, along with their capital expenditures for each year (in thousands):

	December 31, 2019		December 31, 2018
Net real estate
Office	$	1,317,854	$	822,574
Retail	624,912		628,734
Multifamily	401,152		412,042
Mixed-Use	179,557		176,503
	$	2,523,475	$	2,039,853
Secured Notes Payable (1)
Office	$	127,768	$	147,757
Retail	34,235		35,008
	$	162,003	$	182,765
Capital Expenditures (2)
Office	$	64,549	$	45,192
Retail	22,844		14,219
Multifamily	3,711		3,659
Mixed-Use	8,490		1,277
	$	99,594	$	64,347

(1) Excludes unamortized debt issuance costs of $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively.

(2)

Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.

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Summary of Significant Accounting Policies (Notes)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

American Assets Trust, Inc. (which may be referred to in these financial statements as the “company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering (the “Offering”) and the related acquisition on January 19, 2011 of certain assets of a combination of entities whose assets included entities owned and/or controlled by Ernest S. Rady and his affiliates, including the Rady Trust, which in turn owned (1) controlling interests in entities owning 17 properties and the property management business of American Assets, Inc. and (2) noncontrolling interests in entities owning four properties. The company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The company's operations are carried on through our Operating Partnership and its subsidiaries, including our taxable REIT subsidiary. Since the formation of our Operating Partnership, the company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations.

We are a vertically integrated and self-administered REIT with 206 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing.

Any reference to the number of properties or units, square footage or acres, employees; or references to beneficial ownership interests, are unaudited and outside the scope of our independent registered public accounting firm's audit of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

As of December 31, 2019, we owned or had a controlling interest in 28 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of December 31, 2019, we owned land at three of our properties that we classify as held for development and construction in progress. A summary of the properties owned by us is as follows:

Retail
Carmel Country Plaza	Gateway Marketplace	Alamo Quarry Market
Carmel Mountain Plaza	Del Monte Center	Hassalo on Eighth - Retail
South Bay Marketplace	Geary Marketplace
Lomas Santa Fe Plaza	The Shops at Kalakaua
Solana Beach Towne Centre	Waikele Center

Office
La Jolla Commons	One Beach Street
Torrey Reserve Campus	First & Main
Torrey Point	Lloyd District Portfolio
Solana Crossing (formerly Solana Beach Corporate Centre)	City Center Bellevue
The Landmark at One Market

Multifamily
Loma Palisades	Hassalo on Eighth - Multifamily
Imperial Beach Gardens
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments

Mixed-Use

Waikiki Beach Walk Retail and Embassy Suites™ Hotel

Held for Development and Construction in Progress

La Jolla Commons - Land

Solana Crossing – Land

Lloyd District Portfolio – Construction in Progress

Basis of Presentation

Our consolidated financial statements include the accounts of the company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests.

All significant intercompany transactions and balances are eliminated in consolidation. Certain reclassifications have been made to conform to current period presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Consolidated Statements of Cash Flows-Supplemental Disclosures

The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands):

	Year Ended December 31,
	2019		2018		2017
Supplemental cash flow information
Total interest costs incurred	$	54,636	$	53,736	$	55,418
Interest capitalized	$	628	$	1,488	$	1,570
Interest expense	$	54,008	$	52,248	$	53,848
Cash paid for interest, net of amounts capitalized	$	51,975	$	52,632	$	47,473
Cash paid for income taxes	$	971	$	462	$	461
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress	$	25,413	$	14,440	$	6,863
Accrued leasing commissions	$	3,345	$	5,229	$	1,694
Reduction to capital for prepaid equity financing costs	$	—	$	241	$	—
Building recorded in termination of ground lease	$	4,518	$	—	$	—

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed rent escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, based on management's assessment of credit, collection and other business risks. When we determine that we are the owner of tenant improvements and the tenant has reimbursed us for a portion or all of the tenant improvement costs, we consider the amount paid to be additional rent, which is recognized on a straight-line basis over the term of the related lease. For first generation tenants, in instances in which we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Percentage rents, which represent additional rents based upon the level of sales achieved by

certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Other property income includes parking income, general excise tax billed to tenants and fees charged to tenants at our multifamily properties. Other property income is recognized when we satisfy performance obligations as evidenced by the transfer of control of our services to customers. We measure other property income based on the amount of consideration we expect to be entitled to in exchange for the services provided. We recognize general excise tax gross, with the amounts billed to tenants and customers recorded in other property income and the related taxes paid as rental expense. The general excise tax included in other income was $3.5 million, $3.6 million and $3.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the later of the termination date or the satisfaction of all conditions precedent to the lease termination, including, without limitation, payment of all lease termination fees. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Current accounts receivable from tenants primarily relate to contractual minimum rent and percentage rent as well as real estate tax and other cost reimbursements. Accounts receivable from straight-line rent is typically longer term in nature and relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the contractual lease agreement.

We recognize revenue on the hotel portion of our mixed-use property from the rental of hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when the rooms are occupied and services have been provided. Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs. Revenue from room rental is included in rental revenue on the statement of income. Revenue from other sales and services provided is included in other property income on the statement of income.

We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management. The collectability of receivables is affected by numerous different factors including current economic conditions, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement. If our assessment of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.

At December 31, 2019 and December 31, 2018, our allowance for doubtful accounts was $1.2 million and $0.6 million, respectively. Our allowance for deferred rent receivables at December 31, 2019 and December 31, 2018 was $0.5 million and $0.3 million, respectively. Total bad debt expense was $1.8 million, $0.8 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Total bad debt expense for the year ended December 31, 2019 was included as a reduction to rental income on the statement of income while the total bad debt expense for the years ended December 31, 2018 and 2017 were included in rental income on the statement of income.

Effective January 1, 2018, (upon the adoption of ASU 2014-09, Revenue from Contracts with Customers) sales of real estate are recognized generally upon the transfer of control, which usually occurs when the real estate is legally sold. Prior to January 1, 2018, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and we had no significant continuing involvement. The application of these criteria can be complex and required us to make assumptions. We believe the relevant criteria were met for all real estate sold during the periods presented.

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 years to 15 years.

Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to the contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. For the years ended December 31, 2019, 2018 and 2017, real estate depreciation expense was $85.3 million, $99.6 million and $70.2 million, respectively.

Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. Such valuations include a consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below market renewal options are determined based on a review of several qualitative and quantitative factors on a lease-by-lease basis at acquisition to determine whether it is probable that the tenant would exercise its option to renew the lease agreement. These factors include: (1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew. The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of income.

The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of income. The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods. If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and amortization expense.

Transaction costs related to the acquisition of a business, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and included in “general and administrative expenses” in our consolidated statements of comprehensive income. For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.

Capitalized Costs

We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance and construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and significant redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine that the completion of development or redevelopment is no longer probable, we expense all capitalized costs which are not recoverable.

Impairment of Long Lived Assets

We review for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the years ended December 31, 2019, 2018 and 2017.

Financial Instruments

The estimated fair values of financial instruments are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair values. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.

Derivative Instruments

At times, we may use derivative instruments to manage exposure to variable interest rate risk. We may enter into interest rate swaps to manage our exposure to variable interest rate risk. If and when we enter into derivative instruments, we ensure that such instruments qualify as cash flow hedges and would not enter into derivative instruments for speculative purposes.

Any interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. See the discussion under Note 8 for certain quantitative details related to interest rate swaps and for a discussion on how we value derivative financial instruments.  

Cash and Cash Equivalents

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity of less than 3 months. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the "FDIC"). No losses have been experienced related to such accounts. At December 31, 2019 and December 31, 2018, we had $36.2 million and $42.4 million, respectively, in excess of the FDIC insured limit. At December 31, 2019 and December 31, 2018, we had $52.5 million and $0.2 million, respectively, in money market funds that are not FDIC insured.

Restricted Cash

Restricted cash consists of amounts held by lenders to provide for future real estate tax expenditures, insurance expenditures and reserves for capital improvements. At December 31, 2019 and 2018, we had $10.1 million and $9.3 million, respectively, in restricted cash.

Other Assets

Other assets consist primarily of lease costs, lease incentives, acquired in-place leases and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions related to obtaining a lease. Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of income. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow. Therefore, we classify cash outflows for lease costs as an investing activity in our consolidated statements of cash flows.

Variable Interest Entities

Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as variable interest entities (“VIEs”). VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is the party that has a controlling interest in the VIE. Identifying the party with the controlling interest requires a focus on which entity has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (1) the obligation to absorb the expected losses of the VIE or (2) the right to receive the benefits from the VIE. At December 31, 2019 and December 31, 2018 we had no investments in real estate joint ventures, and no other interests in VIEs to be evaluated for consolidated.

Stock-Based Compensation

We grant stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, options to purchase common stock and/or shares of common stock. We measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.

Modifications of stock-based compensation awards are treated as an exchange of the original award for a new award with the resulting total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original option measured immediately before its terms are modified. For the year ended December 31, 2017, we incurred incremental compensation cost of approximately $2.2 million related to the discretionary vesting of previously granted restricted stock awards that did not meet the original vesting criteria. For the years ended December 31, 2019 and 2018, there were no modifications of stock-based compensation awards.

Deferred Compensation

Our Operating Partnership has adopted the American Assets Trust Executive Deferral Plan V (“EDP V”) and the American Assets Trust Executive Deferral Plan VI (“EDP VI”). These plans were adopted by our Operating Partnership as successor plans to those deferred compensation plans maintained by American Assets Inc. ("AAI") in which certain employees of AAI, who were transferred to us in connection with the Offering (the “Transferred Participants”), participated prior to the Offering. EDP V and EDP VI contain substantially the same terms and conditions as these predecessor plans. AAI transferred to our Operating Partnership the Transferred Participants' account balances under the predecessor plans. These transferred account balances represent amounts deferred by the Transferred Participants prior to the Offering while they were employed by AAI.

At the time eligible participants defer compensation, we record compensation cost and a corresponding deferred compensation plan liability, which is included in other liabilities and deferred credits on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost.

Income Taxes

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2011. To maintain our qualification as a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular U.S. federal income tax. We are subject to certain state and local income taxes.

 We, together with one of our subsidiaries, have elected to treat such subsidiary as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes.

Segment Information

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four reportable segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides the principles for the recognition, measurement, presentation and disclosure of leases. This ASU significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.

We adopted the provisions of ASU No. 2016-02 effective January 1, 2019 using the modified retrospective approach. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows lessors to elect a practical expedient by class of underlying assets to not separate non-lease components from the lease component if certain conditions are met. The lessor’s practical expedient election would be limited to circumstances in which the non-lease components otherwise would be accounted for under the new revenue guidance and both (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component would be classified as an operating lease. The company elected the practical expedient, which allows the company the ability to combine the lease and non-lease components if the underlying asset meets the criteria above. Due to our election of the practical expedient approach, for the year ended December 31, 2019, approximately $38.4 million of non-lease components are combined with lease rental income. ASU 2018-11 also includes an optional transition method in addition to the existing requirements for transition to the new standard by recognizing a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption. Consequently, a company’s reporting for the comparative periods presented in the financial statements would continue to be in accordance with previous GAAP (Topic 840). The company elected this practical expedient as well. Further, bad debt expense, which has previously been recorded in rental expenses, has now been classified as a contra-revenue account in rental income in the company’s consolidated statements of comprehensive income beginning in the year ended December 31, 2019.

We evaluated all leases within this scope under existing accounting standards and under the new ASU lease standard recognized approximately $7.7 million of right-of-use assets and lease liabilities for the year ended December 31, 2019. Effective January 1, 2019, approximately $0.8 million of deferred rent expense was reclassified to lease liability within the other liabilities and deferred credits, net. As of December 31, 2019, the remaining contractual payments under lease agreements for which the company is the lessee aggregated approximately $5.6 million.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and International Financial Reporting Standards. The pronouncement is effective for reporting periods beginning after December 15, 2017. We adopted the provisions of the ASU effective January 1, 2018 using the modified retrospective approach. As discussed above, lease are specifically excluded from this and will be governed by the applicable lease codification.

We evaluated the revenue recognition for all contracts within this scope under existing accounting standards and under the new revenue recognition ASU and confirmed that there were no differences in the amounts recognized or the pattern of recognition. This evaluation included revenues from the hotel portion of our mixed-use property, parking income and excise taxes charged to customers. Therefore, the adoption of this ASU did not result in an adjustment to the company’s retained earnings on January 1, 2018.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Topics. The pronouncement requires

companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other

receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments,

including trade receivables. The pronouncement is effective for fiscal years and for interim periods within those fiscal years,

beginning after December 15, 2019, with early adoption permitted. In November 2018, the FASB issued ASU 2018-19,

Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from

operating leases are not within the scope of the pronouncement. We evaluated the impact this pronouncement will

have on our consolidated financial statements and do not believe that the pronouncement will have a material impact on our consolidated financial statements as the majority of our receivables are derived from operating leases and

are excluded from this standard.

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LEASES

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

LEASES

LEASES

Lessor Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

Our leases with office, retail, mixed-use and residential tenants are classified as operating leases. Leases at our office and retail properties and the retail portion of our mixed-use property generally range from three years to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for cost recoveries for the tenant’s share of certain operating costs. Our leases may also include variable lease payments in the form of percentage rents based on the tenant’s level of sales achieved in excess of a breakpoint threshold. Leases on apartments generally range from seven months to fifteen months, with a majority having 12 months lease terms. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.

Leases at our office and retail properties and the retail portion of our mixed-use property may contain lease extension options, at our lessee's discretion. The extension options are generally for 3 to 10 years and contain primarily rent at fixed rates or the prevailing market rent. The extension options are generally exercisable 6 to 12 months prior to the expiration of the lease and require the lessee to not be in default of the lease terms.

We attempt to maximize the amount we expect to derive from the underlying real estate property following the end of a lease, to the extent it is not extended.  We maintain a proactive leasing and capital improvement program that, combined with

the quality and locations of our properties, has made our properties attractive to tenants. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. 

At December 31, 2019, our retail, office and mixed-use properties are located in five states: California, Oregon, Hawaii, Washington and Texas. At December 31, 2019, we had approximately 861 leases with office and retail tenants, including the retail portion of our mixed-use property. Our multifamily properties are located in Southern California and Portland, Oregon, and we had approximately 1,849 leases with residential tenants at December 31, 2019, excluding Santa Fe Park RV Resort.

As of December 31, 2019, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows for the years ended December 31 (in thousands):

2020	$	216,969
2021	212,728
2022	196,345
2023	175,686
2024	146,164
Thereafter	523,183
Total	$	1,471,075

The above future minimum rentals exclude residential leases, which are typically range from seven months to fifteen months, and exclude the hotel, as rooms are rented on a nightly basis.  

Lessee Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark at One Market under an operating lease effective through June 30, 2021, which we have the option to extend until 2031 by way of two five years extension options (the "Annex Lease"). The lease payments under the extension options provided for under the Annex Lease will be equal to the fair rental value at the time the extension option is exercised. The extension options are not included in the calculation of the right-of-use asset or lease liability due to electing the practical expedient to not reassess the lease term of existing leases.

At Waikiki Beach Walk, we lease a portion of the building of which Quiksilver is currently in possession, under an operating lease effective through December 31, 2021.

Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments.

Current annual payments under the operating leases are as follows, as of December 31, 2019 (in thousands): 

Year Ending December 31,
2020	$	3,422
2021	2,153
2022	—
2023	—
2024	—
Thereafter	—
Total lease payments	$	5,575
Imputed interest	$	(195	)
Present value of lease liability	$	5,380

Lease costs under the operating leases are as follows (in thousands):    

	Year Ended December 31,
	2019
Operating lease cost	$	3,334
Variable lease cost	—
Sublease income	(3,098		)
Total lease (income) cost	$	236
Weighted-average remaining lease term - operating leases (in years)	1.7
Weighted-average discount rate - operating leases	4.13		%

Supplemental cash flow information and non-cash activity related to our operating leases are as follow (in thousands):

	Year Ended December 31,
	2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	3,347
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	7,661

Subleases

At The Landmark at One Market, we (as sublandlord) sublease the Annex Lease building under operating leases effective through December 31, 2029. The subleases contain extension options, subject to our ability to extend the Annex Lease, that can extend the subleases through December 31, 2039 at the fair rental value at the time the extension option is exercised.

At Waikiki Beach Walk, we (as sublandlord) sublease a portion of the building to Quiksilver under an operating lease effective through December 31, 2021.

LEASES

LEASES

Lessor Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

Our leases with office, retail, mixed-use and residential tenants are classified as operating leases. Leases at our office and retail properties and the retail portion of our mixed-use property generally range from three years to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for cost recoveries for the tenant’s share of certain operating costs. Our leases may also include variable lease payments in the form of percentage rents based on the tenant’s level of sales achieved in excess of a breakpoint threshold. Leases on apartments generally range from seven months to fifteen months, with a majority having 12 months lease terms. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.

Leases at our office and retail properties and the retail portion of our mixed-use property may contain lease extension options, at our lessee's discretion. The extension options are generally for 3 to 10 years and contain primarily rent at fixed rates or the prevailing market rent. The extension options are generally exercisable 6 to 12 months prior to the expiration of the lease and require the lessee to not be in default of the lease terms.

We attempt to maximize the amount we expect to derive from the underlying real estate property following the end of a lease, to the extent it is not extended.  We maintain a proactive leasing and capital improvement program that, combined with

the quality and locations of our properties, has made our properties attractive to tenants. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. 

At December 31, 2019, our retail, office and mixed-use properties are located in five states: California, Oregon, Hawaii, Washington and Texas. At December 31, 2019, we had approximately 861 leases with office and retail tenants, including the retail portion of our mixed-use property. Our multifamily properties are located in Southern California and Portland, Oregon, and we had approximately 1,849 leases with residential tenants at December 31, 2019, excluding Santa Fe Park RV Resort.

As of December 31, 2019, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows for the years ended December 31 (in thousands):

2020	$	216,969
2021	212,728
2022	196,345
2023	175,686
2024	146,164
Thereafter	523,183
Total	$	1,471,075

The above future minimum rentals exclude residential leases, which are typically range from seven months to fifteen months, and exclude the hotel, as rooms are rented on a nightly basis.  

Lessee Operating Leases

We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.

At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark at One Market under an operating lease effective through June 30, 2021, which we have the option to extend until 2031 by way of two five years extension options (the "Annex Lease"). The lease payments under the extension options provided for under the Annex Lease will be equal to the fair rental value at the time the extension option is exercised. The extension options are not included in the calculation of the right-of-use asset or lease liability due to electing the practical expedient to not reassess the lease term of existing leases.

At Waikiki Beach Walk, we lease a portion of the building of which Quiksilver is currently in possession, under an operating lease effective through December 31, 2021.

Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments.

Current annual payments under the operating leases are as follows, as of December 31, 2019 (in thousands): 

Year Ending December 31,
2020	$	3,422
2021	2,153
2022	—
2023	—
2024	—
Thereafter	—
Total lease payments	$	5,575
Imputed interest	$	(195	)
Present value of lease liability	$	5,380

Lease costs under the operating leases are as follows (in thousands):    

	Year Ended December 31,
	2019
Operating lease cost	$	3,334
Variable lease cost	—
Sublease income	(3,098		)
Total lease (income) cost	$	236
Weighted-average remaining lease term - operating leases (in years)	1.7
Weighted-average discount rate - operating leases	4.13		%

Supplemental cash flow information and non-cash activity related to our operating leases are as follow (in thousands):

	Year Ended December 31,
	2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	3,347
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	7,661

Subleases

At The Landmark at One Market, we (as sublandlord) sublease the Annex Lease building under operating leases effective through December 31, 2029. The subleases contain extension options, subject to our ability to extend the Annex Lease, that can extend the subleases through December 31, 2039 at the fair rental value at the time the extension option is exercised.

At Waikiki Beach Walk, we (as sublandlord) sublease a portion of the building to Quiksilver under an operating lease effective through December 31, 2021.

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Partners Capital of American Assets Trust, L.P. (Notes)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

PARTNERS' CAPITAL OF AMERICAN ASSETS TRUST, L.P.

PARTNERS' CAPITAL OF AMERICAN ASSETS TRUST, L.P.

As of December 31, 2019, the Operating Partnership had 16,390,548 common units (the “Noncontrolling Common Units”) outstanding. American Assets Trust, Inc. owned 78.5% of the Operating Partnership at December 31, 2019. The remaining 21.5% of the partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. Common units and shares of the company's common stock have essentially the same economic characteristics in that common units and shares of the company's common stock share equally in the total net income or loss distributions of the Operating Partnership.

American Assets Trust, Inc. is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the company effectively controls the ability to issue common stock of American Assets Trust, Inc. upon a limited partner’s notice of redemption. Investors who own common units have the right to cause the Operating Partnership to redeem any or all of their common units for cash equal to the then-current market value of one share of the company's common stock, or, at the company's election, shares of the company's common stock on a one-for-one basis. In addition, American Assets Trust, Inc. has generally acquired common units upon a limited partner’s notice of redemption in exchange for shares of the company's common stock. The redemption provisions of common units owned by limited partners that permit the Operating Partnership to settle in either cash or common stock at the option of the company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these common units meet the requirements to qualify for presentation as permanent equity.

During the years ended December 31, 2019, 2018 and 2017, approximately 787,060, 17,372 and 693,842, respectively, common units were converted into shares of the company's common stock.

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018		Dec. 31, 2017
REVENUE:
Rental income	$ 343,865	$ 309,537		$ 298,803
Other property income	22,876	21,330		16,180
Total revenue	366,741	330,867		314,983
EXPENSES:
Rental expenses	91,967	86,482		84,006
Real estate taxes	40,013	34,973		32,671
General and administrative	24,871	22,784		21,382
Depreciation and amortization	96,205	107,093		83,278
Total operating expenses	253,056	251,332		221,337
Operating income (loss)	113,685	79,535		93,646
Interest expense	(54,008)	(52,248)		(53,848)
Gain on sale of real estate	633	0		0
Other income (expense), net	(122)	(85)		334
Net income	60,188	27,202		40,132
Net income attributable to restricted shares	(381)	(311)		(241)
Net income attributable to unitholders in the Operating Partnership	(14,089)	(7,205)		(10,814)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$ 45,718	$ 19,686		$ 29,077
EARNINGS PER COMMON SHARE, BASIC
Basic net income attributable to common stockholders per share (in dollars per share)	$ 0.84	$ 0.42		$ 0.62
Weighted average shares of common stock outstanding-basic (in shares)	54,110,949	46,950,812		46,715,520
EARNINGS PER COMMON SHARE, DILUTED
Diluted net income attributable to common stockholders per share (in dollars per share)	$ 0.84	$ 0.42		$ 0.62
Weighted average shares of common stock outstanding-diluted (in shares)	70,786,132	64,136,559		64,087,250
COMPREHENSIVE INCOME
Net income	$ 60,188	$ 27,202		$ 40,132
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(5,571)	120		386
Reclassification of amortization of forward starting swap included in interest expense	(1,304)	(1,279)		(1,114)
Comprehensive income	53,313	26,043		39,404
Comprehensive income attributable to noncontrolling interest	(12,301)	(6,877)		(10,433)
Comprehensive income attributable to American Assets Trust, Inc.	41,012	19,166		28,971
American Assets Trust, L.P.
REVENUE:
Rental income	343,865	309,537		298,803
Other property income	22,876	21,330		16,180
Total revenue	366,741	330,867		314,983
EXPENSES:
Rental expenses	91,967	86,482		84,006
Real estate taxes	40,013	34,973		32,671
General and administrative	24,871	22,784		21,382
Depreciation and amortization	96,205	107,093		83,278
Total operating expenses	253,056	251,332		221,337
Operating income (loss)	113,685	79,535		93,646
Interest expense	(54,008)	(52,248)		(53,848)
Gain on sale of real estate	633	0		0
Other income (expense), net	(122)	(85)		334
Net income	60,188	27,202		40,132
Net income attributable to restricted shares	(381)	(311)		(241)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$ 59,807	$ 26,891		$ 39,891
EARNINGS PER COMMON SHARE, BASIC
Basic net income attributable to common stockholders per share (in dollars per share)	$ 0.84	$ 0.42		$ 0.62
Weighted average shares of common stock outstanding-basic (in shares)	70,786,132	64,136,559		64,087,250
EARNINGS PER COMMON SHARE, DILUTED
Diluted net income attributable to common stockholders per share (in dollars per share)	$ 0.84	$ 0.42		$ 0.62
Weighted average shares of common stock outstanding-diluted (in shares)	70,786,132	64,136,559		64,087,250
DISTRIBUTIONS PER UNIT (in dollars per share)	$ 1.14	$ 1.09		$ 1.05
COMPREHENSIVE INCOME
Net income	$ 60,188	$ 27,202		$ 40,132
Reclassification of amortization of forward starting swap included in interest expense	(1,304)	(1,279)		(1,114)
Comprehensive income	53,313	26,043		39,404
American Assets Trust, L.P. | Limited Partner
EXPENSES:
Net income	14,089	7,205	[1]	10,814	[1]
COMPREHENSIVE INCOME
Net income	14,089	7,205	[1]	10,814	[1]
Comprehensive income attributable to American Assets Trust, Inc.	(12,301)	(6,877)		(10,433)
American Assets Trust, L.P. | General Partner
EXPENSES:
Net income	46,099	19,997	[2]	29,318	[2]
COMPREHENSIVE INCOME
Net income	46,099	19,997	[2]	29,318	[2]
Comprehensive income attributable to American Assets Trust, Inc.	41,012	19,166		28,971
Interest Rate Swap | American Assets Trust, L.P.
COMPREHENSIVE INCOME
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(5,571)	120		386
Swap
COMPREHENSIVE INCOME
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(6,084)	120		(10,281)
Swap | American Assets Trust, L.P.
COMPREHENSIVE INCOME
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	(6,084)	$ 120		(10,281)
Forward Contracts
COMPREHENSIVE INCOME
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	513			10,667
Forward Contracts | American Assets Trust, L.P.
COMPREHENSIVE INCOME
Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period	$ 513			$ 10,667

[1] Consists of limited partnership interests held by third parties.

[2] Consists of general and limited partnership interests held by American Assets Trust, Inc.

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Other Assets (Notes)

12 Months Ended

Dec. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

Other assets consist of the following (in thousands): 

	December 31, 2019		December 31, 2018
Leasing commissions, net of accumulated amortization of $30,775 and $28,597, respectively	$	42,539	$	28,796
Interest rate swap asset	434		6,002
Acquired above market leases, net	183		518
Acquired in-place leases, net	31,224		6,281
Lease incentives, net of accumulated amortization of $565 and $299, respectively	2,603		747
Other intangible assets, net of accumulated amortization of $1,031 and $981, respectively	2,893		2,994
Debt issuance costs, net of accumulated amortization of $814 and $0, respectively	1,256		—
Right-of-use lease asset, net	4,863		—
Prepaid expenses, deposits and other	7,225		6,683
Total other assets	$	93,220	$	52,021

Lease incentives are amortized over the term of the related lease and included as a reduction of rental income in the statement of income.

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Other Liabilities and Deferred Credits (Tables)

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Other liabilities and deferred credits

Other liabilities and deferred credits consist of the following (in thousands):

    

	December 31, 2019		December 31, 2018
Acquired below market leases, net	$	25,452	$	25,952
Prepaid rent and deferred revenue	16,969		11,634
Interest rate swap liability	1,317		801
Straight-line rent liability	16,903		7,393
Deferred rent expense and lease intangible	28		2,210
Deferred compensation	1,669		1,424
Deferred tax liability	332		93
Lease liability	5,380		—
Other liabilities	60		40
Total other liabilities and deferred credits, net	$	68,110	$	49,547

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income tax provision

The income tax provision included in other income (expense) on the consolidated statement of income is as follows (in thousands):

	Year Ended December 31,
	2019			2018			2017
Current:
Federal	$	48		$	60		$	—
State	625			465			422
Deferred:
Federal	$	237		$	(6	)	$	—
State	(91		)	(192		)	(208		)
Provision for income taxes	$	819		$	327		$	214

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Other Liabilities and Deferred Credits (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Acquired below market leases, net	$ 25,452		$ 25,952
Prepaid rent and deferred revenue	16,969		11,634
Interest rate swap liability	1,317		801
Straight-line rent liability	16,903	$ 800	7,393
Deferred rent expense and lease intangible	28		2,210
Deferred compensation	1,669		1,424
Deferred tax liability	332		93
Lease liability	5,380		0
Other liabilities	60		40
Total other liabilities and deferred credits, net	$ 68,110		$ 49,547

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Fair Value of Financial Instruments Liabilities Fair Value Measurement on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation liability	$ 1,669	$ 1,424
Interest rate swap asset	434	6,002
Interest rate swap liability	1,317	801
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation liability	0	0
Interest rate swap asset	0	0
Interest rate swap liability	0	0
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation liability	0	0
Interest rate swap asset	0	0
Interest rate swap liability	0	0
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation liability	1,669	1,424
Interest rate swap asset	434	6,002
Interest rate swap liability	$ 1,317	$ 801

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Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Deferred tax liabilities	$ 332	$ 93

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Component of Rental Income and Expense Components of Rental Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Leases, Income Statement, Lease Revenue [Abstract]
Rental operating	$ 38,331	$ 37,322	$ 34,944
Hotel operating	24,522	24,030	24,254
Repairs and maintenance	17,035	13,486	13,136
Marketing	2,538	2,108	2,053
Rent	3,372	3,216	3,119
Hawaii excise tax	4,160	4,333	4,454
Management fees	2,009	1,987	2,046
Total rental expenses	$ 91,967	$ 86,482	$ 84,006

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Segment Reporting Operating Activity Within Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Operating income (loss)	$ 29,993	$ 30,384	$ 24,487	$ 28,821	$ 22,091	$ 27,275	$ 17,249	$ 12,920	$ 113,685	$ 79,535	$ 93,646
Total segments' profit									234,761	209,412	198,306
Total Retail
Segment Reporting Information [Line Items]
Property revenue									107,604	105,552	103,968
Property expense									(30,633)	(30,078)	(28,524)
Operating income (loss)									76,971	75,474	75,444
Total Office
Segment Reporting Information [Line Items]
Property revenue									144,683	112,362	105,694
Property expense									(42,234)	(33,860)	(33,120)
Operating income (loss)									102,449	78,502	72,574
Total Multifamily
Segment Reporting Information [Line Items]
Property revenue									51,066	50,627	43,533
Property expense									(20,863)	(20,441)	(17,898)
Operating income (loss)									30,203	30,186	25,635
Total Mixed-Use
Segment Reporting Information [Line Items]
Property revenue									63,388	62,326	61,788
Property expense									(38,250)	(37,076)	(37,135)
Operating income (loss)									$ 25,138	$ 25,250	$ 24,653

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LEASES - Minimum Future Rentals from Noncancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Leases [Abstract]
2020	$ 216,969
2021	212,728
2022	196,345
2023	175,686
2024	146,164
Thereafter	523,183
Total	$ 1,471,075

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Component of Rental Income and Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Leases, Income Statement, Lease Revenue [Abstract]
Recognition of straight-line rents	$ 3.2	$ (2.4)	$ (0.8)
Recognition of amortization of above and below market leases	$ 3.8	$ 3.6	$ 3.3

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SCHEDULE III-Consolidated Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	$ 162,003
Initial Cost, Land	593,583
Initial Cost, Building and Improvements	1,784,945
Cost Capitalized Subsequent to Acquisition	810,169
Gross Carrying Amount, Land	628,556
Gross Carrying Amount, Building and Improvements	2,560,141
Accumulated Depreciation and Amortization	(665,222)	$ (590,338)	$ (537,431)	$ (469,460)
The aggregate tax basis for Federal tax purposes	2,400,000
Alamo Quarry Market
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	26,396
Initial Cost, Building and Improvements	109,294
Cost Capitalized Subsequent to Acquisition	18,142
Gross Carrying Amount, Land	26,816
Gross Carrying Amount, Building and Improvements	127,016
Accumulated Depreciation and Amortization	(61,257)
Carmel Country Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	4,200
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	12,899
Gross Carrying Amount, Land	4,200
Gross Carrying Amount, Building and Improvements	12,899
Accumulated Depreciation and Amortization	(8,675)
Carmel Mountain Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	22,477
Initial Cost, Building and Improvements	65,217
Cost Capitalized Subsequent to Acquisition	38,563
Gross Carrying Amount, Land	31,034
Gross Carrying Amount, Building and Improvements	95,223
Accumulated Depreciation and Amortization	(44,156)
Del Monte Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	27,412
Initial Cost, Building and Improvements	87,570
Cost Capitalized Subsequent to Acquisition	34,379
Gross Carrying Amount, Land	27,117
Gross Carrying Amount, Building and Improvements	122,244
Accumulated Depreciation and Amortization	(66,204)
Gateway Marketplace
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	17,363
Initial Cost, Building and Improvements	21,644
Cost Capitalized Subsequent to Acquisition	1,097
Gross Carrying Amount, Land	17,363
Gross Carrying Amount, Building and Improvements	22,741
Accumulated Depreciation and Amortization	(2,040)
Geary Marketplace
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	8,239
Initial Cost, Building and Improvements	12,353
Cost Capitalized Subsequent to Acquisition	171
Gross Carrying Amount, Land	8,239
Gross Carrying Amount, Building and Improvements	12,524
Accumulated Depreciation and Amortization	(2,800)
Hassalo on Eighth - Retail
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	0
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	28,364
Gross Carrying Amount, Land	597
Gross Carrying Amount, Building and Improvements	27,767
Accumulated Depreciation and Amortization	(5,106)
Lomas Santa Fe Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	8,600
Initial Cost, Building and Improvements	11,282
Cost Capitalized Subsequent to Acquisition	13,805
Gross Carrying Amount, Land	8,620
Gross Carrying Amount, Building and Improvements	25,067
Accumulated Depreciation and Amortization	(17,166)
The Shops at Kalakaua
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	13,993
Initial Cost, Building and Improvements	10,817
Cost Capitalized Subsequent to Acquisition	(6)
Gross Carrying Amount, Land	14,006
Gross Carrying Amount, Building and Improvements	10,798
Accumulated Depreciation and Amortization	(4,674)
Solana Beach Towne Centre
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	34,235
Initial Cost, Land	40,980
Initial Cost, Building and Improvements	38,842
Cost Capitalized Subsequent to Acquisition	4,222
Gross Carrying Amount, Land	40,980
Gross Carrying Amount, Building and Improvements	43,064
Accumulated Depreciation and Amortization	(12,291)
South Bay Marketplace
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	4,401
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	12,760
Gross Carrying Amount, Land	4,401
Gross Carrying Amount, Building and Improvements	12,760
Accumulated Depreciation and Amortization	(7,695)
Waikele Center
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	55,593
Initial Cost, Building and Improvements	126,858
Cost Capitalized Subsequent to Acquisition	41,174
Gross Carrying Amount, Land	70,643
Gross Carrying Amount, Building and Improvements	152,982
Accumulated Depreciation and Amortization	(62,126)
City Center Bellevue
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	111,000
Initial Cost, Land	25,135
Initial Cost, Building and Improvements	190,998
Cost Capitalized Subsequent to Acquisition	46,320
Gross Carrying Amount, Land	25,135
Gross Carrying Amount, Building and Improvements	237,318
Accumulated Depreciation and Amortization	(52,543)
First & Main
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	14,697
Initial Cost, Building and Improvements	109,739
Cost Capitalized Subsequent to Acquisition	7,708
Gross Carrying Amount, Land	14,697
Gross Carrying Amount, Building and Improvements	117,447
Accumulated Depreciation and Amortization	(32,259)
The Land Mark at One Market
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	34,575
Initial Cost, Building and Improvements	141,196
Cost Capitalized Subsequent to Acquisition	13,351
Gross Carrying Amount, Land	34,575
Gross Carrying Amount, Building and Improvements	154,547
Accumulated Depreciation and Amortization	(36,102)
Lloyd District Portfolio
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	18,660
Initial Cost, Building and Improvements	61,401
Cost Capitalized Subsequent to Acquisition	90,191
Gross Carrying Amount, Land	11,845
Gross Carrying Amount, Building and Improvements	158,407
Accumulated Depreciation and Amortization	(34,828)
One Beach Street
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	15,332
Initial Cost, Building and Improvements	18,017
Cost Capitalized Subsequent to Acquisition	3,353
Gross Carrying Amount, Land	15,332
Gross Carrying Amount, Building and Improvements	21,370
Accumulated Depreciation and Amortization	(5,716)
Solana Beach Corporate Centre I-II
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	10,270
Initial Cost, Land	7,111
Initial Cost, Building and Improvements	17,100
Cost Capitalized Subsequent to Acquisition	6,876
Gross Carrying Amount, Land	7,111
Gross Carrying Amount, Building and Improvements	23,976
Accumulated Depreciation and Amortization	(6,515)
Solana Beach Corporate Centre III-IV
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	7,298
Initial Cost, Building and Improvements	27,887
Cost Capitalized Subsequent to Acquisition	4,448
Gross Carrying Amount, Land	7,298
Gross Carrying Amount, Building and Improvements	32,335
Accumulated Depreciation and Amortization	(8,429)
Solana Beach Corporate Centre Land
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	487
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	60
Gross Carrying Amount, Land	547
Gross Carrying Amount, Building and Improvements	0
Accumulated Depreciation and Amortization	0
Torrey Plaza
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	4,095
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	52,130
Gross Carrying Amount, Land	5,408
Gross Carrying Amount, Building and Improvements	50,817
Accumulated Depreciation and Amortization	(18,440)
Pacific North Court
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	3,263
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	26,182
Gross Carrying Amount, Land	4,309
Gross Carrying Amount, Building and Improvements	25,136
Accumulated Depreciation and Amortization	(12,015)
Pacific South Court
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	3,285
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	39,489
Gross Carrying Amount, Land	4,226
Gross Carrying Amount, Building and Improvements	38,548
Accumulated Depreciation and Amortization	(14,733)
Pacific VC
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	6,498
Initial Cost, Land	1,413
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	10,154
Gross Carrying Amount, Land	2,148
Gross Carrying Amount, Building and Improvements	9,419
Accumulated Depreciation and Amortization	(5,234)
Pacific Torrey Daycare
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	715
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	1,914
Gross Carrying Amount, Land	911
Gross Carrying Amount, Building and Improvements	1,718
Accumulated Depreciation and Amortization	(939)
Torrey Reserve Building 6
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	0
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	8,006
Gross Carrying Amount, Land	682
Gross Carrying Amount, Building and Improvements	7,324
Accumulated Depreciation and Amortization	(1,787)
Torrey Reserve Building 5
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	0
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	4,010
Gross Carrying Amount, Land	1,017
Gross Carrying Amount, Building and Improvements	2,993
Accumulated Depreciation and Amortization	(358)
Torrey Reserve Building 13 & 14
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	0
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	15,916
Gross Carrying Amount, Land	2,188
Gross Carrying Amount, Building and Improvements	13,728
Accumulated Depreciation and Amortization	(1,981)
Torrey Point
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	2,073
Initial Cost, Building and Improvements	741
Cost Capitalized Subsequent to Acquisition	45,229
Gross Carrying Amount, Land	5,050
Gross Carrying Amount, Building and Improvements	42,993
Accumulated Depreciation and Amortization	(1,655)
La Jolla Commons One & Two
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	62,312
Initial Cost, Building and Improvements	393,662
Cost Capitalized Subsequent to Acquisition	882
Gross Carrying Amount, Land	62,312
Gross Carrying Amount, Building and Improvements	394,544
Accumulated Depreciation and Amortization	(8,060)
La Jolla Commons - Land
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	20,446
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	1,592
Gross Carrying Amount, Land	20,446
Gross Carrying Amount, Building and Improvements	1,592
Accumulated Depreciation and Amortization	0
Imperial Beach Gardens
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	1,281
Initial Cost, Building and Improvements	4,820
Cost Capitalized Subsequent to Acquisition	5,049
Gross Carrying Amount, Land	1,281
Gross Carrying Amount, Building and Improvements	9,869
Accumulated Depreciation and Amortization	(8,209)
Loma Palisades
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	14,000
Initial Cost, Building and Improvements	16,570
Cost Capitalized Subsequent to Acquisition	28,085
Gross Carrying Amount, Land	14,052
Gross Carrying Amount, Building and Improvements	44,603
Accumulated Depreciation and Amortization	(29,226)
Mariner's Point
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	2,744
Initial Cost, Building and Improvements	4,540
Cost Capitalized Subsequent to Acquisition	1,695
Gross Carrying Amount, Land	2,744
Gross Carrying Amount, Building and Improvements	6,235
Accumulated Depreciation and Amortization	(3,683)
Santa Fe Park Rv Resort
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	401
Initial Cost, Building and Improvements	928
Cost Capitalized Subsequent to Acquisition	1,061
Gross Carrying Amount, Land	401
Gross Carrying Amount, Building and Improvements	1,989
Accumulated Depreciation and Amortization	(1,515)
Pacific Ridge Apartments
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	47,971
Initial Cost, Building and Improvements	178,497
Cost Capitalized Subsequent to Acquisition	1,643
Gross Carrying Amount, Land	47,971
Gross Carrying Amount, Building and Improvements	180,140
Accumulated Depreciation and Amortization	(17,930)
Hassalo on Eighth - Residential
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	0
Initial Cost, Building and Improvements	0
Cost Capitalized Subsequent to Acquisition	178,075
Gross Carrying Amount, Land	6,219
Gross Carrying Amount, Building and Improvements	171,856
Accumulated Depreciation and Amortization	(25,645)
Waikiki Beach Walk - Retail
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	45,995
Initial Cost, Building and Improvements	74,943
Cost Capitalized Subsequent to Acquisition	851
Gross Carrying Amount, Land	45,995
Gross Carrying Amount, Building and Improvements	75,794
Accumulated Depreciation and Amortization	(21,039)
Waikiki Beach Walk Hotel
Real Estate and Accumulated Depreciation [Line Items]
Encumbrance as of December 31, 2019	0
Initial Cost, Land	30,640
Initial Cost, Building and Improvements	60,029
Cost Capitalized Subsequent to Acquisition	10,329
Gross Carrying Amount, Land	30,640
Gross Carrying Amount, Building and Improvements	70,358
Accumulated Depreciation and Amortization	$ (22,191)