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. x☒ Yes o☐ No

American Assets Trust, L.P. x☒ Yes o☐ No

(American Assets Trust, L.P. became subject to filing requirements under Section 13 of the Securities Exchange Act of 1934, as amended, upon effectiveness of its Registration Statement on Form S-3 on February 6, 2015 and has filed all required reports subsequent to that date.)

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

American Assets Trust, Inc. x☒ Yes o☐ No

American Assets Trust, L.P. x☒ Yes o☐ No

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

American Assets Trust, Inc.

Large Accelerated Filer

x☒

Accelerated Filer

o☐

Non-Accelerated Filer

o☐

(Do not check if a smaller reporting company)

Smaller reporting company

o☐

Emerging growth company

o☐

American Assets Trust, L.P.

Large Accelerated Filer

o☐

Accelerated Filer

o☐

Non-Accelerated Filer

x☒

(Do not check if a smaller reporting company)

Smaller reporting company

o☐

Emerging growth company

o☐

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☐

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. o☐ Yes x☒ No

American Assets Trust, L.P. o☐ Yes x☒ No

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



Name of Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
American Assets Trust, Inc.	Common Stock, par value $0.01 per share	AAT	New York Stock Exchange
American Assets Trust, L.P.	None	None	None

American Assets Trust, Inc. had ~~48,006,276~~60,067,910 shares of common stock, par value $0.01 per share, outstanding as of May ~~3, 2019.~~1, 2020.

Table of Contents

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, ~~2019~~2020 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 March 31, ~~2019,~~2020, American Assets Trust, Inc. owned an approximate ~~73.3%~~78.5% partnership interest in the Operating Partnership. The remaining ~~26.7%~~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 quarterly reports on Form 10-Q 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; and~~

◦Debt;

◦Equity/Partners' Capital; and

◦Earnings Per Share/Unit; and

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

Table of Contents

This report also includes separate Item 4. 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.

Table of Contents

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

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, ~~2019~~2020

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Financial Statements of American Assets Trust, Inc.:

Consolidated Balance Sheets as of March ~~31, 2019~~ 3 1 , 20 20 (unaudited) and December 31, ~~2018~~20 19

Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 3 1 , 2 020 and 201 9

Consolidated Statement of Equity (unaudited) for the three months ended March 3 1 , 20 20 and 20 19

Consolidated Statements of Cash Flows (unaudited) for the three months ended March 3 1 , 20 20 and 2 0 19

Consolidated Financial Statements of American Assets Trust, L.P.:

Consolidated Balance Sheets as of March 3 1 , 20 2 0 (unaudited) and December 31, 201 9

Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31 ~~2019~~, 20 20 and ~~2018~~201 9

~~Consolidated Statement of Equity (unaudited) for the three months ended March 31, 2019 and 2018~~

~~Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018~~

~~Consolidated Financial Statements of American Assets Trust, L.P.:~~

~~Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018~~

~~Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2019 and 2018~~

Consolidated Statement of Partners' Capital (unaudited) for the three months ended March ~~31, 2019~~ 3 1 , 20 20 and ~~2018~~201 9

Consolidated Statements of Cash Flows (unaudited) for the three months ended March ~~31, 2019~~ 3 1 , 20 20 and ~~2018~~201 9

Notes to Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2928

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

4443

PART II. OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

4546

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

American Assets Trust, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share Data)


	March 31,			December 31,				March 31,		December 31,
	2019			2018				2020		2019
	(unaudited)							(unaudited)
ASSETS							ASSETS
Real estate, at cost							Real estate, at cost
Operating real estate	$	2,569,407		$	2,549,571		Operating real estate	$	3,118,356	$	3,096,886
Construction in progress	77,094			71,228			Construction in progress	90,598		91,264
Held for development	9,392			9,392			Held for development	547		547
	2,655,893			2,630,191				3,209,501		3,188,697
Accumulated depreciation	(609,020		)	(590,338		)	Accumulated depreciation	(687,932)		(665,222)
Net real estate	2,046,873			2,039,853			Net real estate	2,521,569		2,523,475
Cash and cash equivalents	54,538			47,956			Cash and cash equivalents	52,371		99,303
Restricted cash	9,777			9,316			Restricted cash	4,457		10,148

Accounts receivable, net	9,137			9,289			Accounts receivable, net	8,621		12,016
Deferred rent receivables, net	40,554			39,815			Deferred rent receivables, net	56,869		52,171
Other assets, net	56,169			52,021			Other assets, net	112,298		93,220
TOTAL ASSETS	$	2,217,048		$	2,198,250		TOTAL ASSETS	$	2,756,185	$	2,790,333
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
LIABILITIES:							LIABILITIES:
Secured notes payable, net	$	162,688		$	182,572		Secured notes payable, net	$	110,892	$	161,879
Unsecured notes payable, net	1,045,709			1,045,863			Unsecured notes payable, net	1,196,036		1,195,780
Unsecured line of credit, net	86,438			62,337

Accounts payable and accrued expenses	53,683			46,616			Accounts payable and accrued expenses	67,348		62,576
Security deposits payable	7,579			8,844			Security deposits payable	8,346		8,316
Other liabilities and deferred credits, net	55,618			49,547			Other liabilities and deferred credits, net	92,542		68,110
Total liabilities	1,411,715			1,395,779			Total liabilities	1,475,164		1,496,661
Commitments and contingencies (Note 11)							Commitments and contingencies (Note 11)
EQUITY:							EQUITY:
American Assets Trust, Inc. stockholders’ equity							American Assets Trust, Inc. stockholders’ equity
Common stock, $0.01 par value, 490,000,000 shares authorized, 47,486,894 and 47,335,409 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	475			474
Common stock, $0.01 par value, 490,000,000 shares authorized, 60,068,228 shares issued and outstanding at both March 31, 2020 and December 31, 2019							Common stock, $0.01 par value, 490,000,000 shares authorized, 60,068,228 shares issued and outstanding at both March 31, 2020 and December 31, 2019	601		601
Additional paid-in capital	928,792			920,661			Additional paid-in capital	1,453,264		1,452,014
Accumulated dividends in excess of net income	(130,841		)	(128,778		)	Accumulated dividends in excess of net income	(150,226)		(144,378)
Accumulated other comprehensive income	8,825			10,620			Accumulated other comprehensive income	603		5,680
Total American Assets Trust, Inc. stockholders’ equity	807,251			802,977			Total American Assets Trust, Inc. stockholders’ equity	1,304,242		1,313,917
Noncontrolling interests	(1,918		)	(506		)	Noncontrolling interests	(23,221)		(20,245)
Total equity	805,333			802,471			Total equity	1,281,021		1,293,672
TOTAL LIABILITIES AND EQUITY	$	2,217,048		$	2,198,250		TOTAL LIABILITIES AND EQUITY	$	2,756,185	$	2,790,333

Limited Partners' Capital ⁽¹⁾

General Partner's Capital ⁽²⁾
Accumulated Other Comprehensive Income (Loss) Total Capital
Units Amount Units Amount
Balance at December 31, 2018 17,177,608
$ (4,477 ) 47,335,409
$ 792,357
$ 14,591
$ 802,471
Net income —
4,055
—
11,188
—
15,243
Contributions from American Assets Trust, Inc. —
—
162,531
7,034
—
7,034
Forfeiture of restricted units —
—
(11,046 ) —
—
—
Distributions —
(4,810 ) —
(13,251 ) —
(18,061 )
Stock-based compensation —
—
—
1,098
—
1,098
Other comprehensive income - change in value of interest rate swap —
—
—
—
(2,132 ) (2,132 )
Reclassification of amortization of forward-starting swap included in interest expense —
—
—
—
(320 ) (320 )
Balance at March 31, 2019 17,177,608
$ (5,232 ) 47,486,894
$ 798,426
$ 12,139
$ 805,333


	Limited Partners' Capital ⁽¹⁾				General Partner's Capital ⁽²⁾						Accumulated Other Comprehensive Income (Loss)	Total Capital
	Units	Amount		Units	Amount
Balance at December 31, 2019	16,390,548	$	(22,281)	60,068,228	$	1,308,237	$	7,716	$	1,293,672
Net income	—	3,312		—	12,172		—		15,484




Distributions	—	(4,917)		—	(18,020)		—		(22,937)
Stock-based compensation	—	—		—	1,250		—		1,250

Other comprehensive loss - change in value of interest rate swap	—	—		—	—		(6,115)		(6,115)

Reclassification of amortization of forward-starting swap included in interest expense	—	—		—	—		(333)		(333)
Balance at March 31, 2020	16,390,548	$	(23,886)	60,068,228	$	1,303,639	$	1,268	$	1,281,021


	Limited Partners' Capital ⁽¹⁾				General Partner's Capital ⁽²⁾						Accumulated Other Comprehensive Income (Loss)	Total Capital
	Units	Amount		Units	Amount
Balance at December 31, 2018	17,177,608	$	(4,477)	47,335,409	$	792,357	$	14,591	$	802,471
Net income	—	4,055		—	11,188		—		15,243
Contributions from American Assets Trust, Inc.	—	—		162,531	7,034		—		7,034


Forfeiture of restricted units	—	—		(11,046)	—		—		—
Distributions	—	(4,810)		—	(13,251)		—		(18,061)
Stock-based compensation	—	—		—	1,098		—		1,098

Other comprehensive loss - change in value of interest rate swap	—	—		—	—		(2,132)		(2,132)

Reclassification of amortization of forward-starting swap included in interest expense	—	—		—	—		(320)		(320)
Balance at March 31, 2019	17,177,608	$	(5,232)	47,486,894	$	798,426	$	12,139	$	805,333

Table of Contents

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

Notes to Consolidated Financial Statements

March 31, ~~2019~~2020

(Unaudited)

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 on January 19, 2011. 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 real estate investment trust ("REIT") subsidiary ("TRS"). 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 full service, vertically integrated, and self-administered REIT with approximately ~~186~~205 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing.

As of March 31, ~~2019~~,2020, we owned or had a controlling interest in 2728 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of March 31, ~~2019~~,2020, we owned land at ~~three~~3 of our properties that we classify as held for development and/or 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

~~Retail~~Office

~~Carmel Country Plaza~~La Jolla Commons

~~Gateway Marketplace~~One Beach Street

~~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~~

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

~~One Beach Street~~

Multifamily

~~Multifamily~~

Loma Palisades

Hassalo on Eighth - Residential

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/or Construction in Progress

La Jolla Commons – Land

Solana Crossing – Land

~~Solana Beach – Highway 101 – Land~~

Lloyd District Portfolio – Construction in Progress

Table of Contents

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

Notes to Consolidated Financial Statements—(Continued)

March 31, ~~2019~~2020

(Unaudited)

~~NOTE 5. OTHER ASSETS~~

~~Other assets consist of the following (in thousands):~~

March 31, 2019 December 31, 2018
Leasing commissions, net of accumulated amortization of $29,537 and $28,597, respectively $ 28,895
$ 28,796
Interest rate swap asset 4,160
6,002
Acquired above market leases, net 376
518
Acquired in-place leases, net 5,826
6,281
Lease incentives, net of accumulated amortization of $385 and $299, respectively 676
747
Other intangible assets, net of accumulated amortization of $1,025 and $981, respectively 2,949
2,994
Right-of-use lease asset 6,973
—
Prepaid expenses and other 6,314
6,683
Total other assets $ 56,169
$ 52,021

NOTE 6. OTHER LIABILITIES AND DEFERRED CREDITS

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

March 31, 2019 December 31, 2018
Acquired below market leases, net $ 24,884
$ 25,952
Prepaid rent and deferred revenue 11,020
11,634
Interest rate swap liability 1,092
801
Deferred rent expense and lease intangible 1,424
2,210
Deferred compensation 1,438
1,424
Deferred tax liability 93
93
Straight-line rent liability 7,929
7,393
Lease liability 7,692
—
Other liabilities 46
40
Total other liabilities and deferred credits, net $ 55,618
$ 49,547


	March 31, 2020		December 31, 2019
Acquired below market leases, net	$	24,483	$	25,452
Prepaid rent and deferred revenue	13,311		16,969
Interest rate swap liability	6,997		1,317
Deferred rent expense and lease intangible	25		28
Deferred compensation	1,726		1,669
Deferred tax liability	332		332
Straight-line rent liability	18,848		16,903
Lease liability	26,781		5,380
Other liabilities	39		60
Total other liabilities and deferred credits, net	$	92,542	$	68,110

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.

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 obligations under the (i) amended and restated credit facility, (ii) term loans, and (iii) senior guaranteed notes. Additionally, American Assets Trust, Inc. has provided carve-out guarantees on certain property-level mortgage debt.

Debt of American Assets Trust, L.P.

Secured notes payable

The following is a summary of our total secured notes payable outstanding as of March 31, 2020 and December 31, 2019 (in thousands):


	Principal Balance as of						Stated Interest Rate	Stated Maturity Date
Description of Debt	March 31, 2020		December 31, 2019		as of March 31, 2020
Torrey Reserve—VCI, VCII, VCIII ⁽¹⁾⁽²⁾	—		6,498		6.36	%	June 1, 2020
Solana Crossing I-II ⁽¹⁾⁽²⁾	—		10,270		5.91	%	June 1, 2020
Solana Beach Towne Centre ⁽¹⁾⁽²⁾	—		34,235		5.91	%	June 1, 2020
City Center Bellevue ⁽³⁾	111,000		111,000		3.98	%	November 1, 2022
	111,000		162,003

Debt issuance costs, net of accumulated amortization of $313 and $449, respectively	(108)		(124)
Total Secured Notes Payable Outstanding	$	110,892	$	161,879

(1)Loan repaid in full, without premium or penalty, on March 2, 2020.

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

(3)Interest only.

Certain loans require us to comply with various financial covenants. As of March 31, 2020, the Operating Partnership was in compliance with these financial covenants.

Table of Contents

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

Notes to Consolidated Financial Statements—(Continued)

March 31, ~~2019~~2020

(Unaudited)

~~Debt of American Assets Trust, L.P.~~

~~Secured~~Unsecured notes payable

The following is a summary of ~~our~~the Operating Partnership's total ~~secured~~unsecured notes payable outstanding as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 (in thousands):


Description of Debt	Principal Balance as of									Stated Interest Rate		Stated Maturity Date
			March 31, 2020			December 31, 2019			as of March 31, 2020
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			150,000			3.91	%	⁽⁸⁾		July 30, 2030
	1,200,000			1,200,000
Debt issuance costs, net of accumulated amortization of $8,090 and $7,835, respectively	(3,964)			(4,220)
Total Unsecured Notes Payable	$	1,196,036		$	1,195,780

(1)The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A at approximately 4.13% through its stated maturity date, subject to adjustments based on our consolidated leverage ratio.

(2)The Operating Partnership 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. 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.

Principal Balance as of Stated Interest Rate Stated Maturity Date
Description of Debt March 31, 2019 December 31, 2018 as of March 31, 2019
Torrey Reserve—North Court ⁽¹⁾⁽²⁾
—
19,620
7.22 %
June 1, 2019
Torrey Reserve—VCI, VCII, VCIII ⁽²⁾
6,600
6,635
6.36 %
June 1, 2020
Solana Crossing I-II ⁽²⁾
10,444
10,502
5.91 %
June 1, 2020
Solana Beach Towne Centre ⁽²⁾
34,812
35,008
5.91 %
June 1, 2020
City Center Bellevue ⁽³⁾
111,000
111,000
3.98 %
November 1, 2022
162,856
182,765

Debt issuance costs, net of accumulated amortization of $406 and $671, respectively (168 ) (193 )
Total Secured Notes Payable Outstanding $ 162,688
$ 182,572

(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 2.65%, subject to adjustments based on our consolidated leverage ratio.


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

~~(2)~~

~~Principal payments based on a~~ 30~~-year amortization schedule.~~(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 2.64%, subject to adjustments based on our consolidated leverage ratio.


~~(3)~~	~~Interest only.~~

~~Certain loans require us~~(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 ~~comply with various financial covenants. As~~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 a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.87% per annum.

(7)~~March 31,~~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 July 30, 2019, the Operating Partnership ~~was~~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"). 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 Series G Notes, in ~~compliance with these financial covenants.~~an amount not less than 5% of the aggregate principal amount of any series of the Series G 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 for the Series G Notes).

Units Weighted Average Grant Date Fair Value
Nonvested at January 1, 2019 342,093
$28.33
Granted —
—
Vested —
—
Forfeited (11,046 ) $28.41
Nonvested at March 31, 2019 331,047
$28.32


	Units	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2020	345,153	$28.75
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at March 31, 2020	345,153	$28.75


	Three Months Ended March 31,
	2020			2019
Operating lease cost	$	844		$	833
Variable lease cost	—			—
Sublease income	(868)			(625)
Total lease (income) cost	$	(24)		$	208

Weighted-average remaining lease term - operating leases (in years)	10.8
Weighted-average discount rate - operating leases	3.24		%


	Three Months Ended March 31,
	2020		2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	846	$	827
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	22,188	$	7,661


	March 31, 2020		December 31, 2019
Net Real Estate
Office	$	1,323,207	$	1,317,854
Retail	620,598		624,912
Multifamily	398,459		401,152
Mixed-Use	179,305		179,557
	$	2,521,569	$	2,523,475
Secured Notes Payable ⁽¹⁾
Office	$	111,000	$	127,768
Retail	—		34,235


	$	111,000	$	162,003

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. 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, all of 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,” “pro forma,” “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. Currently, one of the most significant risk factors, is the potential adverse effect of the current COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the company, its tenants and guests, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company, its tenants and guests will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 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:

•the impacts from the COVID-19 outbreak and the actions taken by government authorities and others related thereto, including the ability of our company, our properties and our tenants to operate;

•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;

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•other factors affecting the real estate industry generally;

•limitations imposed on our business and our ability to satisfy complex rules in order for us 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,

new information, data or methods, future events or other changes. For a further discussion of these and other factors, see the section entitled “Item 1A. Risk Factors” contained herein and in our annual report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Overview

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 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 March 31, ~~2019~~,2020, our portfolio was comprised of twelve retail shopping centers; ~~eight~~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 March 31, ~~2019~~,2020, we owned land at three of our properties that we classified as held for development and/or 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 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 on January 19, 2011. Our Company, as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned ~~73.3%~~78.5% of our Operating Partnership as of March 31, ~~2019~~.2020. Accordingly, we consolidate the assets, liabilities and results of operations of our Operating Partnership.

Critical Accounting Policies

We identified certain critical accounting policies that affect certain of our more significant estimates and assumptions used in preparing our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, ~~2018~~.2019. We have not made any material changes to these policies during the periods covered by this report, other than those described in Footnote 1.

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 important measures because they assist 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 into same-store properties once they are stabilized. Properties are deemed stabilized typically at the earlier of (i) reaching 90% occupancy or (ii) 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

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calendar year. Our evaluation of significant impact related to development, redevelopment or expansion activity is based on quantitative and qualitative measures including, but not limited to the following: the total budgeted cost of planned construction activity compared to the property’s annualized base rent, occupancy and property operating income within the calendar year; percentage of development, redevelopment or expansion square footage to total property square footage; and the ability to maintain historic occupancy and rental rates. In consideration of these measures, we generally remove properties from same-store properties when we see a decline in a property's annualized base rent, occupancy and operating income within the calendar year as a direct result of ongoing redevelopment, development or expansion activity. Acquired properties are classified

into 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.

Below is a summary of our same-store composition for the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019. For the three months ended March 31, ~~2019, Pacific Ridge Apartments and Gateway Marketplace were~~2020, Torrey Point was reclassified to same-store properties when compared to the designations for the three months ended March 31, ~~2018~~2019 as the ~~entities were acquired on April 28, 2017~~entity was placed into operations and ~~July 6, 2017, respectively, and are comparable~~became available for ~~the the three months ended March 31, 2019.~~occupancy in August 2018. For the three months ended March 31, ~~2019, Waikiki~~2020, One Beach ~~Walk Retail and Embassy Suites™ Hotel~~Street was reclassified to non-same-store properties when compared to the ~~designation~~designations for the three months ended March 31, ~~2018~~2019 due to redevelopment activity to renovate the property. Waikiki Beach Walk Retail and Embassy Suites™ Hotel is classified as a non-same-store property due to spalling repair activity disrupting the hotel portion of the properties operations. Waikele Center is classified as a non-same-store property due to significant redevelopment activity. ~~Torrey Point was placed into operations and became available for occupancy in August 2018 and will be~~La Jolla Commons is classified as a non-same-store property, ~~until~~as it ~~becomes stabilized and comparable.~~was acquired on June 20, 2019.

In our determination of same-store and redevelopment same-store properties for the three months ended March 31, ~~2019,~~2020, Waikele Center ~~has~~and One Beach Street have been identified as a same-store redevelopment ~~property~~properties due to significant ~~construction~~redevelopment activity. Retail same-store net operating income ~~increased~~decreased approximately ~~26.9%~~21.3% for the three months ended March 31, ~~2019~~2020 compared to the same period in ~~2018.~~2019. Retail redevelopment same-store net operating income ~~increased~~decreased approximately ~~15.1%~~17.1% for the three months ended March 31, ~~2019~~2020 compared to the same period in ~~2018.~~2019. Office same-store net operating income increased 33.2% for the three months ended March 31, 2020 compared to the same period in 2019. Office redevelopment same-store net operating income increased 28.7% for the three months ended March 31, 2020 compared to the same period in 2019.


	Three Months Ended March 31,
	2020	2019
Same-Store	24	24
Non-Same-Store	4	3
Total Properties	28	27

Redevelopment Same-Store	26	25

Total Development Properties	3	3


	Three Months Ended March 31,							Three Months Ended March 31,
	2019			2018				2020		2019
REVENUE:							REVENUE:
Rental income	$	76,831		$	76,201		Rental income	$	92,070	$	76,831
Other property income	8,488			4,531			Other property income	4,673		8,488
Total revenue	85,319			80,732			Total revenue	96,743		85,319
EXPENSES:							EXPENSES:
Rental expenses	20,796			20,420			Rental expenses	22,568		20,796
Real estate taxes	9,046			8,546			Real estate taxes	11,045		9,046
General and administrative	6,073			5,567			General and administrative	6,820		6,073
Depreciation and amortization	20,583			33,279			Depreciation and amortization	27,462		20,583
Total operating expenses	56,498			67,812			Total operating expenses	67,895		56,498
OPERATING INCOME	28,821			12,920			OPERATING INCOME	28,848		28,821
Interest expense	(13,349		)	(13,820		)	Interest expense	(13,472)		(13,349)
Other (expense) income, net	(229		)	209
NET INCOME (LOSS)	15,243			(691		)
Net (income) loss attributable to restricted shares	(93		)	72
Net (income) loss attributable to unitholders in the Operating Partnership	(4,055		)	166
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$	11,095		$	(453	)

EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share, basic	$	0.24		$	(0.01	)
Other income (expense), net							Other income (expense), net	108		(229)

NET INCOME							NET INCOME	15,484		15,243
Net income attributable to restricted shares							Net income attributable to restricted shares	(104)		(93)
Net income attributable to unitholders in the Operating Partnership							Net income attributable to unitholders in the Operating Partnership	(3,312)		(4,055)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS							NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$	12,068	$	11,095

EARNINGS PER COMMON SHARE							EARNINGS PER COMMON SHARE
Earnings per common share, basic							Earnings per common share, basic	$	0.20	$	0.24
Weighted average shares of common stock outstanding - basic	47,004,465			46,935,820			Weighted average shares of common stock outstanding - basic	59,723,072		47,004,465

Earnings (loss) per common share, diluted	$	0.24		$	(0.01	)
Earnings per common share, diluted							Earnings per common share, diluted	$	0.20	$	0.24
Weighted average shares of common stock outstanding - diluted	64,182,073			46,935,820			Weighted average shares of common stock outstanding - diluted	76,113,620		64,182,073

DIVIDENDS DECLARED PER COMMON SHARE	$	0.28		$	0.27		DIVIDENDS DECLARED PER COMMON SHARE	$	0.30	$	0.28

COMPREHENSIVE INCOME							COMPREHENSIVE INCOME
Net income (loss)	$	15,243		$	(691	)
Other comprehensive (loss) income - unrealized (loss) income on swap derivative during the period	(2,132		)	2,861
Net income							Net income	$	15,484	$	15,243
Other comprehensive (loss) income - unrealized (loss) income on swap derivatives during the period							Other comprehensive (loss) income - unrealized (loss) income on swap derivatives during the period	(6,115)		(2,132)

Reclassification of amortization of forward-starting swap included in interest expense	(320		)	(320		)	Reclassification of amortization of forward-starting swap included in interest expense	(333)		(320)
Comprehensive income	12,791			1,850			Comprehensive income	9,036		12,791
Comprehensive income attributable to non-controlling interest	(3,398		)	(502		)
Comprehensive income attributable to non-controlling interests							Comprehensive income attributable to non-controlling interests	(1,941)		(3,398)
Comprehensive income attributable to American Assets Trust, Inc.	$	9,393		$	1,348		Comprehensive income attributable to American Assets Trust, Inc.	$	7,095	$	9,393



	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		Additional Paid-in Capital			Accumulated Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017	47,204,588		$	473	$	919,066		$	(97,280	)	$	11,451		$	10,434		$	844,144
Net loss	—		—		—			(525		)	—			(166		)	(691		)
Forfeiture of restricted stock	(1,104	)	—		—			—			—			—			—
Dividends declared and paid	—		—		—		��	(12,745		)	—			(4,643		)	(17,388		)
Stock-based compensation	—		—		727			—			—			—			727
Other comprehensive income - change in value of interest rate swaps	—		—		—			—			2,107			754			2,861
Reclassification of amortization of forward-starting swap included in interest expense	—		—		—			—			(234		)	(86		)	(320		)
Balance at March 31, 2018	47,203,484		$	473	$	919,793		$	(110,550	)	$	13,324		$	6,293		$	829,333



	Three Months Ended March 31,
	2019			2018
OPERATING ACTIVITIES
Net income (loss)	$	15,243		$	(691	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(1,111		)	47
Depreciation and amortization	20,583			33,279
Amortization of debt issuance costs and debt fair value adjustments	368			446
Stock-based compensation expense	1,098			727
Lease termination income	(4,518		)	—
Other noncash interest expense	(320		)	(320		)
Other, net	678			2,031
Changes in operating assets and liabilities
Change in accounts receivable	466			577
Change in other assets	45			(337		)
Change in accounts payable and accrued expenses	7,150			5,434
Change in security deposits payable	(1,265		)	2,113
Change in other liabilities and deferred credits	(1,586		)	666
Net cash provided by operating activities	36,831			43,972
INVESTING ACTIVITIES
Capital expenditures	(20,932		)	(10,138		)
Leasing commissions	(1,505		)	(1,227		)
Net cash used in investing activities	(22,437		)	(11,365		)
FINANCING ACTIVITIES
Repayment of secured notes payable	(19,909		)	(74,116		)
Proceeds from unsecured line of credit	24,000			35,000
Debt issuance costs	(415		)	(2,656		)
Proceeds from issuance of common stock, net	7,034			(176		)
Dividends paid to common stock and unitholders	(18,061		)	(17,388		)
Net cash used in financing activities	(7,351		)	(59,336		)
Net increase (decrease) in cash and cash equivalents	7,043			(26,729		)
Cash, cash equivalents and restricted cash, beginning of period	57,272			91,954
Cash, cash equivalents and restricted cash, end of period	$	64,315		$	65,225


	Three Months Ended March 31,
	2020		2019
OPERATING ACTIVITIES
Net income	$	15,484	$	15,243


Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles	(3,762)		(1,111)
Depreciation and amortization	27,462		20,583
Amortization of debt issuance costs and debt fair value adjustments	374		368




Stock-based compensation expense	1,250		1,098


Lease termination income	—		(4,518)
Other noncash interest expense	(333)		(320)
Other, net	(3,570)		678
Changes in operating assets and liabilities
Change in accounts receivable	3,632		466
Change in other assets	616		45
Change in accounts payable and accrued expenses	4,435		7,150
Change in security deposits payable	30		(1,265)
Change in other liabilities and deferred credits	(257)		(1,586)


Net cash provided by operating activities	45,361		36,831
INVESTING ACTIVITIES

Capital expenditures	(20,531)		(20,932)

Leasing commissions	(3,394)		(1,505)

Net cash used in investing activities	(23,925)		(22,437)
FINANCING ACTIVITIES

Repayment of secured notes payable	(51,003)		(19,909)


Proceeds from unsecured line of credit	—		24,000





Debt issuance costs	—		(415)
Proceeds from issuance of common stock, net	(119)		7,034

Dividends paid to common stock and unitholders	(22,937)		(18,061)


Net cash used in financing activities	(74,059)		(7,351)
Net (decrease) increase in cash and cash equivalents	(52,623)		7,043
Cash, cash equivalents and restricted cash, beginning of period	109,451		57,272
Cash, cash equivalents and restricted cash, end of period	$	56,828	$	64,315


	Three Months Ended March 31,							Three Months Ended March 31,
	2019			2018				2020		2019
REVENUE:							REVENUE:
Rental income	$	76,831		$	76,201		Rental income	$	92,070	$	76,831
Other property income	8,488			4,531			Other property income	4,673		8,488
Total revenue	85,319			80,732			Total revenue	96,743		85,319
EXPENSES:							EXPENSES:
Rental expenses	20,796			20,420			Rental expenses	22,568		20,796
Real estate taxes	9,046			8,546			Real estate taxes	11,045		9,046
General and administrative	6,073			5,567			General and administrative	6,820		6,073
Depreciation and amortization	20,583			33,279			Depreciation and amortization	27,462		20,583
Total operating expenses	56,498			67,812			Total operating expenses	67,895		56,498
OPERATING INCOME	28,821			12,920			OPERATING INCOME	28,848		28,821
Interest expense	(13,349		)	(13,820		)	Interest expense	(13,472)		(13,349)
Other (expense) income, net	(229		)	209
NET INCOME (LOSS)	15,243			(691		)
Net income (loss) attributable to restricted shares	(93		)	72
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.	$	15,150		$	(619	)

EARNINGS (LOSS) PER UNIT - BASIC
Earnings (loss) per unit, basic	$	0.24		$	(0.01	)
Other income (expense), net							Other income (expense), net	108		(229)

NET INCOME							NET INCOME	15,484		15,243
Net income attributable to restricted shares							Net income attributable to restricted shares	(104)		(93)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.							NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.	$	15,380	$	15,150

EARNINGS PER UNIT - BASIC							EARNINGS PER UNIT - BASIC
Earnings per unit, basic							Earnings per unit, basic	$	0.20	$	0.24
Weighted average units outstanding - basic	64,182,073			64,130,800			Weighted average units outstanding - basic	76,113,620		64,182,073

EARNINGS (LOSS) PER UNIT - DILUTED
Earnings (loss) per unit, diluted	$	0.24		$	(0.01	)
EARNINGS PER UNIT - DILUTED							EARNINGS PER UNIT - DILUTED
Earnings per unit, diluted							Earnings per unit, diluted	$	0.20	$	0.24
Weighted average units outstanding - diluted	64,182,073			64,130,800			Weighted average units outstanding - diluted	76,113,620		64,182,073

DISTRIBUTIONS PER UNIT	$	0.28		$	0.27		DISTRIBUTIONS PER UNIT	$	0.30	$	0.28

COMPREHENSIVE INCOME							COMPREHENSIVE INCOME
Net income (loss)	$	15,243		$	(691	)
Net income							Net income	$	15,484	$	15,243
Other comprehensive income (loss) - unrealized income (loss) on swap derivative during the period	(2,132		)	2,861			Other comprehensive income (loss) - unrealized income (loss) on swap derivative during the period	(6,115)		(2,132)

Reclassification of amortization of forward-starting swap included in interest expense	(320		)	(320		)	Reclassification of amortization of forward-starting swap included in interest expense	(333)		(320)
Comprehensive income	12,791			1,850			Comprehensive income	9,036		12,791
Comprehensive income attributable to Limited Partners	(3,398		)	(502		)	Comprehensive income attributable to Limited Partners	(1,941)		(3,398)
Comprehensive income attributable to General Partner	$	9,393		$	1,348		Comprehensive income attributable to General Partner	$	7,095	$	9,393


x	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~


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


	March 31, 2020		December 31, 2019
In-place leases	$	63,657	$	63,896
Accumulated amortization	(33,876)		(32,672)
Above market leases	7,534		7,534
Accumulated amortization	(7,373)		(7,351)
Acquired lease intangible assets, net	$	29,942	$	31,407
Below market leases	$	62,126	$	62,126
Accumulated accretion	(37,643)		(36,674)
Acquired lease intangible liabilities, net	$	24,483	$	25,452



	March 31, 2019			December 31, 2018
In-place leases	$	40,884		$	40,884
Accumulated amortization	(35,058		)	(34,603		)
Above market leases	11,963			11,963
Accumulated amortization	(11,587		)	(11,445		)
Acquired lease intangible assets, net	$	6,202		$	6,799
Below market leases	$	63,172		$	63,172
Accumulated accretion	(38,288		)	(37,220		)
Acquired lease intangible liabilities, net	$	24,884		$	25,952


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~~



	March 31, 2019								December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Deferred compensation liability	$	—	$	1,438	$	—	$	1,438	$	—	$	1,424	$	—	$	1,424
Interest rate swap asset	$	—	$	4,160	$	—	$	4,160	$	—	$	6,002	$	—	$	6,002
Interest rate swap liability	$	—	$	1,092	$	—	$	1,092	$	—	$	801	$	—	$	801


	March 31, 2020						December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Secured notes payable, net	$	110,892	$	111,750	$	161,879	$	166,885
Unsecured term loans, net	$	248,988	$	250,000	$	248,864	$	250,000
Unsecured senior guaranteed notes, net	$	947,048	$	1,036,521	$	946,916	$	975,291
Unsecured line of credit	$	—	$	—	$	—	$	—



Swap Counterparty	Notional Amount		Effective Date	Maturity Date	Fair Value
Bank of America, N.A.	$	100,000	1/9/2019	1/9/2021	$	(1,092	)
U.S. Bank N.A.	$	100,000	3/1/2016	3/1/2023	$	2,763
Wells Fargo Bank, N.A.	$	50,000	5/2/2016	3/1/2023	$	1,397


	March 31, 2020		December 31, 2019
Leasing commissions, net of accumulated amortization of $32,180 and $30,775, respectively	$	42,782	$	42,539
Interest rate swap asset	—		434
Acquired above market leases, net	161		183
Acquired in-place leases, net	29,781		31,224
Lease incentives, net of accumulated amortization of $623 and $565, respectively	1,760		2,603
Other intangible assets, net of accumulated amortization of $1,113 and $1,031, respectively	2,809		2,893
Debt issuance costs, net of accumulated amortization of $916 and $814, respectively	1,154		1,256

Right-of-use lease asset, net	26,338		4,863
Prepaid expenses and other	7,513		7,225
Total other assets	$	112,298	$	93,220


~~(1)~~	The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A at approximately 4.13% through its stated maturity date, subject to adjustments based on our consolidated leverage ratio.


~~(2)~~	The Operating Partnership 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. 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.


~~(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 a highly effective cash flow hedge, 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.~~



	Three Months Ended March 31, 2019
Number of shares of common stock issued through ATM programs	162,531
Weighted average price per share	$45.53

Proceeds, gross	$	7,401
Sales agent compensation	(74		)
Offering costs	(293		)
Proceeds, net	$	7,034



Period	Amount per Share/Unit		Period Covered	Dividend Paid Date
First Quarter 2019	$	0.28	January 1, 2019 to March 31, 2019	March 28, 2019



	Units		Weighted Average Grant Date Fair Value
Nonvested at January 1, 2019	342,093		$28.33
Granted	—		—
Vested	—		—
Forfeited	(11,046	)	$28.41
Nonvested at March 31, 2019	331,047		$28.32



Year Ending December 31,
2019 (nine months ending December 31, 2019)	$	179,634
2020	179,925
2021	164,848
2022	146,016
2023	124,300
Thereafter	436,240
Total	$	1,230,963


Year Ending December 31,
2020 (nine months ending December 31, 2020)	$	162,470
2021	221,027
2022	206,536
2023	186,300
2024	156,339
Thereafter	559,024
Total	$	1,491,696



Year Ending December 31,
2019 (nine months ending December 31, 2019)	$	2,519
2020	3,422
2021	2,153
2022	—
2023	—
Thereafter	—
Total lease payments	$	8,094
Imputed interest	$	(402	)
Present value of lease liability	$	7,692


Year Ending December 31,
2020 (nine months ending December 31, 2020)	$	2,576
2021	3,502
2022	2,697
2023	2,697
2024	2,697
Thereafter	17,533
Total lease payments	$	31,702
Imputed interest	$	(4,921)
Present value of lease liability	$	26,781


~~(1)~~	~~Excludes debt issuance costs of $0.2 million and $0.2 million for each of the periods ending~~ ~~March 31, 2019~~ ~~and~~ ~~December 31, 2018, respectively.~~


~~(1)~~	~~Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid.~~


	Three Months Ended March 31,						Change			%			Three Months Ended March 31,						Change		%
	2019			2018									2020		2019
Revenues												Revenues
Rental income	$	76,831		$	76,201		$	630		1	%	Rental income	$	92,070	$	76,831	$	15,239	20	%
Other property income	8,488			4,531			3,957			87		Other property income	4,673		8,488		(3,815)		(45)
Total property revenues	85,319			80,732			4,587			6		Total property revenues	96,743		85,319		11,424		13
Expenses												Expenses
Rental expenses	20,796			20,420			376			2		Rental expenses	22,568		20,796		1,772		9
Real estate taxes	9,046			8,546			500			6		Real estate taxes	11,045		9,046		1,999		22
Total property expenses	29,842			28,966			876			3		Total property expenses	33,613		29,842		3,771		13
Total property income	55,477			51,766			3,711			7		Total property income	63,130		55,477		7,653		14
General and administrative	(6,073		)	(5,567		)	(506		)	9		General and administrative	(6,820)		(6,073)		(747)		12
Depreciation and amortization	(20,583		)	(33,279		)	12,696			(38	)	Depreciation and amortization	(27,462)		(20,583)		(6,879)		33
Interest expense	(13,349		)	(13,820		)	471			(3	)	Interest expense	(13,472)		(13,349)		(123)		1
Other (expense) income, net	(229		)	209			(438		)	(210	)
Net income (loss)	15,243			(691		)	15,934			(2,306	)
Net (income) loss attributable to restricted shares	(93		)	72			(165		)	(229	)
Net (income) loss attributable to unitholders in the Operating Partnership	(4,055		)	166			(4,221		)	(2,543	)
Net income (loss) attributable to American Assets Trust, Inc. stockholders	$	11,095		$	(453	)	$	11,548		(2,549	)%

Other income (expense), net												Other income (expense), net	108		(229)		337		(147)

Net income												Net income	15,484		15,243		241		2
Net income attributable to restricted shares												Net income attributable to restricted shares	(104)		(93)		(11)		12
Net income attributable to unitholders in the Operating Partnership												Net income attributable to unitholders in the Operating Partnership	(3,312)		(4,055)		743		(18)
Net income attributable to American Assets Trust, Inc. stockholders												Net income attributable to American Assets Trust, Inc. stockholders	$	12,068	$	11,095	$	973	9	%


	Percentage Leased ⁽¹⁾
	March 31,
	2020				2019
Office	94.3	%	92.3	%
Retail	95.2	%	97.1	%
Multifamily	93.0	%	93.9	%
Mixed-Use ⁽²⁾	98.5	%	98.2	%


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


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


																			Total Portfolio														Same-Store Portfolio⁽¹⁾
	Total Portfolio									Same-Store Portfolio⁽¹⁾									Three Months Ended March 31,						Change		%		Three Months Ended March 31,							Change	%
	Three Months Ended March 31,				Change			%		Three Months Ended March 31,				Change		%			2020		2019								2020		2019
	2019		2018							2019		2018
Office																		Office	$	42,513	$	26,343	$	16,170			61		$	31,835	$	25,222	$	6,613		26
Retail	$	24,734	$	25,808	$	(1,074	)	(4	)%	$	21,220	$	21,196	$	24	—	%	Retail	25,291		24,734		557		2		21,242		21,220		22		—
Office	26,343		24,979		1,364			5		26,005		24,973		1,032		4
Multifamily	12,044		11,535		509			4		12,044		11,535		509		4		Multifamily	12,014		12,044		(30)		—		12,014		12,044		(30)		—
Mixed-Use	13,710		13,879		(169		)	(1	)	—		—		—		—		Mixed-Use	12,252		13,710		(1,458)		(11)		—		—		—		—
	$	76,831	$	76,201	$	630		1	%	$	59,269	$	57,704	$	1,565	3	%		$	92,070	$	76,831	$	15,239	20	%	$	65,091	$	58,486	$	6,605	11		%


~~(1)~~	For this table and tables following, 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 and (iii) land held for development.