SEC Filing - American Assets Trust, Inc.

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aat-20200428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

April 28, 2020

_________________________

American Assets Trust, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Maryland	001-35030	27-3338708
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. 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)

Not Applicable

(Former name or former address, if changed since last report.)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2020, American Assets Trust, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ending March 31, 2020. Also on April 28, 2020, the Company made available on the "Investors" page of its website at www.americanassetstrust.com certain supplemental information concerning the Company’s financial results and operations for the quarter ending March 31, 2020. Copies of the press release and supplemental information are attached hereto as Exhibits 99.1 and 99.2, respectively.

Exhibits 99.1 and 99.2, are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure.

As discussed in Item 2.02 above, the Company issued a press release regarding its financial results for the quarter ending March 31, 2020 and made available on its website certain supplement information relating thereto.

The information being furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are filed herewith:


Exhibit Number						Exhibit Description
99.1**						Press release issued by American Assets Trust, Inc. on April 28 , 2020.
99.2**						American Assets Trust, Inc. Supplemental Information for the quarter ended March 31, 2020.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

_____________________

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	American Assets Trust, Inc.
	By:	/s/ Robert F. Barton
	Robert F. Barton Executive Vice President, CFO
April 28, 2020

Document

American Assets Trust, Inc. Reports First Quarter 2020 Financial Results and COVID-19 Operational Update

Net income available to common stockholders of $12.1 million for the first quarter, or $0.20 per diluted share

Funds From Operations per diluted share remained relatively unchanged year-over-year for the first quarter at $0.56 per diluted share

Same-store cash NOI increased 8.6% year-over-year for the first quarter

SAN DIEGO, California - 4/28/2020 - American Assets Trust, Inc. (NYSE: AAT) (the “company”) today reported financial results for its first quarter ended March 31, 2020.

First Quarter Highlights

• Net income available to common stockholders of $12.1 million for the first quarter, or $0.20 per diluted share

• Funds From Operations remained relatively unchanged year-over-year at $0.56 per diluted share for the first quarter. Excluding lease termination fees for the first quarter, Funds From Operations would have increased 14.3%

• Same-store cash NOI increased 8.6% year-over-year for the first quarter. Excluding lease termination fees for the first quarter, same-store cash NOI would have been 7.6%

• Leased approximately 181,000 comparable office square feet at an average straight-line basis and cash-basis contractual rent increase of 7% and 8%, respectively, for the first quarter

• Leased approximately 62,000 comparable retail square feet at an average straight-line basis and cash-basis contractual rent increase of 7% and decrease of 2%, respectively, during the first quarter

Financial Results

Net income attributable to common stockholders was $12.1 million, or $0.20 per basic and diluted share for the first quarter of 2020 compared to $11.1 million, or $0.24 per basic and diluted share for the first quarter of 2019. The year-over-year increase in net income attributable to common stockholders is primarily due to the increase in revenue from the acquisition of La Jolla Commons on June 20, 2019 and an increase in annualized base rents at The Landmark at One Market, Lloyd District Portfolio, Torrey Point, and City Center Bellevue offset by an increase in depreciation and amortization expense related La Jolla Commons, a decrease in lease termination fees at Carmel Mountain Plaza attributed to the termination of our former ground lease in the prior year, and a decrease in revenue at our Waikiki Beach Walk Retail and Embassy Suites Hotel due to the COVID-19 pandemic causing a decline in occupancy.

During the first quarter of 2020, the company generated funds from operations (“FFO”) for common stockholders of $42.8 million, or $0.56 per diluted share, compared to $35.7 million, or $0.56 per diluted share, for the first quarter of 2019. The lack of change in FFO from the corresponding period in 2019 was primarily due to the increase in annualized base rents at The Landmark at One Market, Lloyd District Portfolio, Torrey Point, and City Center Bellevue and the acquisition of La Jolla Commons on June 20, 2019 offset by the decrease in lease termination fees at Carmel Mountain Plaza attributed to the termination of our former ground lease and a decrease in revenue at our Waikiki Beach Walk Retail and Embassy Suites Hotel due to the COVID-19 pandemic causing a decline in occupancy.

FFO is a non-GAAP supplemental earnings measure which the company considers meaningful in measuring its operating performance. A reconciliation of FFO to net income is attached to this press release.

Leasing

The portfolio leased status as of the end of the indicated quarter was as follows:


	March 31, 2020	December 31, 2019	March 31, 2019
Total Portfolio
Office	94.3%	95.0%	92.3%
Retail	95.2%	97.8%	97.1%
Multifamily	93.0%	92.8%	93.9%
Mixed-Use:
Retail	98.5%	97.9%	98.2%
Hotel	75.4%	91.7%	91.8%

Same-Store Portfolio
Office ⁽¹⁾	95.7%	95.7%	92.0%
Retail ⁽²⁾	94.4%	97.6%	96.7%
Multifamily	93.0%	92.8%	93.9%

(1) Same-store office leased percentages includes the 830 building at Lloyd District Portfolio which was placed into operations on August 1, 2019 after renovating the building. Same-store office leased percentages excludes (i) La Jolla Commons, which was acquired on June 20, 2019 and (ii) One Beach Street due to significant redevelopment activity. La Jolla Commons will be included in same-store office leased percentages commencing in the third quarter of 2020.

(2) Same-store retail leased percentages exclude Waikele Center, due to significant redevelopment activity.

During the first quarter of 2020, the company signed 34 leases for approximately 274,400 square feet of office and retail space, as well as 375 multifamily apartment leases. Renewals accounted for 73% of the comparable office leases, 86% of the comparable retail leases, and 48% of the residential leases.

Office and Retail

On a comparable space basis (i.e. leases for which there was a former tenant) during the first quarter of 2020 and trailing four quarters ended March 31, 2020, our retail and office leasing spreads are shown below:


		Number of Leases Signed	Comparable Leased Sq. Ft.	Average Cash Basis % Change Over Prior Rent					Average Cash Contractual Rent Per Sq. Ft.	Prior Average Cash Contractual Rent Per Sq. Ft.	Straight-Line Basis % Change Over Prior Rent
Office	Q1 2020	11	181,000		8.4%		$40.84	$37.68		6.6%
		Last 4 Quarters	50	420,000		15.1%		$47.92	$41.65		25.0%

Retail	Q1 2020	14	62,000		(1.8)%		$32.41	$32.99		7.0%
		Last 4 Quarters	53	163,000		(0.3)%		$41.56	$41.69		8.8%

Multifamily

The average monthly base rent per leased unit for same-store properties for the first quarter of 2020 was $2,079 compared to an average monthly base rent per leased unit of $2,057 for the first quarter of 2019, which is an increase of approximately 1%.

Same-Store Cash Net Operating Income

For the first quarter of 2020, same-store cash NOI increased 8.6% compared to the first quarter of 2019. The same-store cash NOI by segment was as follows (in thousands):


	Three Months Ended ⁽¹⁾
	March 31,
	2020		2019		Change






Cash Basis:
Office ⁽²⁾	$	20,591	$	17,391	18.4	%
Retail ⁽²⁾	15,652		14,795		5.8
Multifamily	7,267		7,892		(7.9)
Mixed-Use	—		—		—
Same-store Cash NOI ⁽³⁾	$	43,510	$	40,078	8.6	%

(1) Same-store portfolio excludes (i) Waikele Center due to significant redevelopment activity; (ii) La Jolla Commons, which was acquired on June 20, 2019; (iii) One Beach Street due to significant redevelopment activity; (iv) Waikiki Beach Walk - Embassy Suites™ and Waikiki Beach Walk - Retail, due to significant spalling repair activity; and (v) land held for development.

(2) Same-store cash NOI for the three months ended March 31, 2020 includes cash lease termination fees received of $0.4 million. Excluding lease termination fees for the three months ended March 31, 2020, Office same-store cash NOI would have been 17.8%

(3) Excluding lease termination fees for the three months March 31, 2020, same-store cash NOI would have been 7.6%

Same-store cash NOI is a non-GAAP supplemental earnings measure which the company considers meaningful in measuring its operating performance. A reconciliation of same-store cash NOI to net income is attached to this press release.

Balance Sheet and Liquidity

At March 31, 2020, the company had gross real estate assets of $3.2 billion and liquidity of $402.4 million, comprised of cash and cash equivalents of $52.4 million and $350.0 million of availability on its line of credit, which the company believes is sufficient to meet the company's short-term liquidity requirements. At March 31, 2020, the company has no debt obligations maturing during the remainder of 2020; and only 1 out of 28 assets encumbered by a mortgage. The company has $150 million of debt obligations maturing in 2021, assuming the company exercises its option and satisfies the conditions to extend the maturity date of its $100 million term loan from January 9, 2021 to January 9, 2022.

Dividends

The company declared dividends on its shares of common stock of $0.30 per share for the first quarter of 2020. The dividends were paid on March 26, 2020.

In addition, the company has declared a dividend on its common stock of $0.20 per share for the second quarter of 2020. The dividend will be paid in cash on June 25, 2020 to stockholders of record on June 11, 2020. The company reduced the second quarter dividend by $0.10, or one-third, from the first quarter of 2020 out of an abundance of caution, recognizing the uncertainties that the COVID-19 pandemic has created in commercial real estate and the financial markets.

Guidance

In light of the ongoing COVID-19 pandemic, the company withdrew its full year 2020 guidance that was previously issued on October 29, 2019.

COVID-19 Operational Update

Employees

In response to the COVID-19 pandemic, including the "stay-at-home" order from the various municipalities in which we conduct business, the company initiated its business continuity and crisis management plans, and has directed all employees to work from home in order to maintain social distancing unless an employee was deemed to provide essential services to any of the company's properties and/or tenants. To date, the company is unaware of any employees having been infected by COVID-19.

Operations

As of April 27, 2020, we have collected 94% of office rents, 47% of retail rents (including the retail component of Waikiki Beach Walk) and 94% of multifamily rents, that were due in April 2020.

The company recently began negotiating and executing lease amendments to defer the rent obligations of certain retail, office and multifamily tenants that suffered and proven financial hardship due to the COVID-19 pandemic. The company believes that many rent relief requests from tenants are opportunistic and coming from tenants that likely have the finances to pay rent. As such, not all tenant requests will result in deferments. Additionally, in April 2020, due to the significant reduction in tourism, the company substantially reduced the scope of operations at its Waikiki Beach Walk - Embassy Suites Hotel in Honolulu, Hawaii.

As a result of the impact of the COVID-19 pandemic on non-essential retail and office business operations and the spike in unemployment, among other reasons, our ability to collect past due and future rent may deteriorate.

Financial Update

In April 2020, the company drew down $100 million out of the $350 million capacity under its revolving credit facility for working capital and general corporate purposes and to ensure future liquidity given the recent significant impact on global financial markets and the economy as a result of the COVID-19 pandemic.

Conference Call

The company will hold a conference call to discuss the results for the first quarter of 2020 on Wednesday, April 29, 2020 at 8:00 a.m. Pacific Time (“PT”). To participate in the event by telephone, please dial 1-877-868-5513 and use the pass code 4776946. A telephonic replay of the conference call will be available beginning at 2:00 p.m. PT on Wednesday, April 29, 2020 through Wednesday, May 6, 2020. To access the replay, dial 1-855-859-2056 and use the pass code 4776946. A live on-demand audio webcast of the conference call will be available on the company's website at www.americanassetstrust.com. A replay of the call will also be available on the company's website.

Supplemental Information

Supplemental financial information regarding the company's first quarter 2020 results may be found on the “Investors” page of the company's website at www.americanassetstrust.com . This supplemental information provides additional detail on items such as property occupancy, financial performance by property and debt maturity schedules.

Financial Information

American Assets Trust, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share Data)


	March 31, 2020			December 31, 2019

Assets	(unaudited)
Real estate, at cost
Operating real estate	$	3,118,356	$	3,096,886
Construction in progress		90,598		91,264
Held for development		547		547
		3,209,501		3,188,697
Accumulated depreciation		(687,932)		(665,222)
Net real estate		2,521,569		2,523,475
Cash and cash equivalents		52,371		99,303
Restricted cash		4,457		10,148
Accounts receivable, net		8,621		12,016
Deferred rent receivables, net		56,869		52,171
Other assets, net		112,298		93,220

Total assets	$	2,756,185	$	2,790,333
Liabilities and equity
Liabilities:
Secured notes payable, net	$	110,892	$	161,879
Unsecured notes payable, net		1,196,036		1,195,780

Accounts payable and accrued expenses		67,348		62,576
Security deposits payable		8,346		8,316
Other liabilities and deferred credits, net		92,542		68,110

Total liabilities		1,475,164		1,496,661
Commitments and contingencies
Equity:
American Assets Trust, Inc. stockholders' equity
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		1,453,264		1,452,014
Accumulated dividends in excess of net income		(150,226)		(144,378)
Accumulated other comprehensive income		603		5,680
Total American Assets Trust, Inc. stockholders' equity		1,304,242		1,313,917
Noncontrolling interests		(23,221)		(20,245)
Total equity		1,281,021		1,293,672
Total liabilities and equity	$	2,756,185	$	2,790,333

American Assets Trust, Inc.

Unaudited Consolidated Statements of Operations

(In Thousands, Except Shares and Per Share Data)


	Three Months Ended March 31,
	2020		2019
Revenue:
Rental income	$	92,070	$	76,831
Other property income	4,673		8,488
Total revenue	96,743		85,319
Expenses:
Rental expenses	22,568		20,796
Real estate taxes	11,045		9,046
General and administrative	6,820		6,073
Depreciation and amortization	27,462		20,583
Total operating expenses	67,895		56,498
Operating income	28,848		28,821
Interest expense	(13,472)		(13,349)

Other income (expense), net	108		(229)
Net income	15,484		15,243
Net income attributable to restricted shares	(104)		(93)
Net income attributable to unitholders in the Operating Partnership	(3,312)		(4,055)
Net income attributable to American Assets Trust, Inc. stockholders	$	12,068	$	11,095

Net income per share
Basic income attributable to common stockholders per share	$	0.20	$	0.24
Weighted average shares of common stock outstanding - basic	59,723,072		47,004,465

Diluted income attributable to common stockholders per share	$	0.20	$	0.24
Weighted average shares of common stock outstanding - diluted	76,113,620		64,182,073

Dividends declared per common share	$	0.30	$	0.28

Reconciliation of Net Income to Funds From Operations

The company's FFO attributable to common stockholders and operating partnership unitholders and reconciliation to net income is as follows (in thousands except shares and per share data, unaudited):


	Three Months Ended
	March 31, 2020
Funds From Operations (FFO)
Net income	$	15,484
Depreciation and amortization of real estate assets		27,462

FFO, as defined by NAREIT	$	42,946
Less: Nonforfeitable dividends on restricted stock awards		(102)
FFO attributable to common stock and units	$	42,844
FFO per diluted share/unit	$	0.56
Weighted average number of common shares and units, diluted		76,117,072

Reconciliation of Same-Store Cash NOI to Net Income

The company's reconciliation of Same-Store Cash NOI to Net Income is as follows (in thousands, unaudited):


	Three Months Ended ⁽¹⁾
	March 31,
	2020		2019
Same-store cash NOI	43,510		$	40,078
Non-same-store cash NOI	13,183		8,959
Tenant improvement reimbursements ⁽²⁾	2,796		991
Cash NOI	$	59,489	$	50,028
Non-cash revenue and other operating expenses ⁽³⁾	3,641		5,449
General and administrative	(6,820)		(6,073)
Depreciation and amortization	(27,462)		(20,583)
Interest expense	(13,472)		(13,349)

Other income (expense), net	108		(229)
Net income	$	15,484	$	15,243

Number of properties included in same-store analysis	24		24

(1) Same-store portfolio includes the 830 building at Lloyd District Portfolio which was placed into operations on August 1, 2019 after renovating the building. Same-store portfolio excludes (i) Waikele Center, due to significant redevelopment activity; (ii) La Jolla Commons, which was acquired on June 20, 2019; (iii) One Beach Street, due to significant redevelopment activity; (iv) Waikiki Beach Walk - Embassy Suites™ and Waikiki Beach Walk - Retail, due to significant spalling repair activity; and (v) land held for development.

(2) Tenant improvement reimbursements are excluded from same-store cash NOI to provide a more accurate measure of operating performance.

(3) Represents adjustments related to the straight-line rent income recognized during the period offset by cash received during the period and the provision for bad debts recorded for deferred rent receivable balances; the amortization of above (below) market rents, the amortization of lease incentives paid to tenants, the amortization of other lease intangibles, lease termination fees at Carmel Mountain Plaza, and straight-line rent expense for our lease of the Annex at The Landmark at One Market.

Reported results are preliminary and not final until the filing of the company's Form 10-Q with the Securities and Exchange Commission and, therefore, remain subject to adjustment.

Use of Non-GAAP Information

Funds from Operations

The company calculates FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (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 the company's 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. The company also believes that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare the company's operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the company's properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of the company's properties, all of which have real economic effects and could materially impact the company's results from operations, the utility of FFO as a measure of the company's performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as the company does, and, accordingly, the company's 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 the company's performance. FFO should not be used as a measure of the company's liquidity, nor is it indicative of funds available to fund the company's cash needs, including the company's 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.

Cash Net Operating Income

The company uses cash net operating income ("NOI") internally to evaluate and compare the operating performance of the company's properties. The company believes cash NOI provides useful information to investors regarding the company's financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the company's properties as this measure is not affected by (1) the non-cash revenue and expense recognition items, (2) the cost of funds of the property owner, (3) 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 (4) general and administrative expenses and other gains and losses that are specific to the property owner. The company believes the exclusion of these items from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the company's properties as well as trends in occupancy rates, rental rates and operating costs. Cash NOI is a measure of the operating performance of the company's properties but does not measure the company's performance as a whole. Cash NOI is therefore not a substitute for net income as computed in accordance with GAAP.

Cash NOI, is a non-GAAP financial measure of performance. The company defines cash 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), adjusted for non-cash revenue and operating expense items such as straight-line rent, amortization of lease intangibles, amortization of lease incentives and other adjustments. Cash NOI also excludes general and administrative expenses, depreciation and amortization, interest expense, other nonproperty income and losses, acquisition-related expense, gains and losses from property dispositions, extraordinary items, tenant improvements, and leasing commissions. Other REITs may use different methodologies for calculating cash NOI, and accordingly, the company's cash NOI may not be comparable to the cash NOIs of other REITs.

About American Assets Trust, Inc.

American Assets Trust, Inc. is a full service, vertically integrated and self-administered real estate investment trust, or REIT, headquartered in San Diego, California. The company has over 50 years of experience in acquiring, improving, developing and managing premier retail, office and residential properties throughout the United States in some of the nation’s most dynamic, high-barrier-to-entry markets primarily in Southern California, Northern California, Oregon, Washington, Texas and Hawaii. The company's office portfolio comprises approximately 3.4 million rentable square feet, and its retail portfolio comprises approximately 3.1 million square feet. In addition, the company owns one mixed-use property (including approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel) and 2,112 multifamily units. In 2011, the company was formed to succeed to the real estate business of American Assets, Inc., a privately held corporation founded in 1967 and, as such, has significant experience, long-standing relationships and extensive knowledge of its core markets, submarkets and asset classes. For additional information, please visit www.americanassetstrust.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” 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. While forward-looking statements reflect the company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. 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. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company's most recent annual report on Form 10-K, and other risks described in documents subsequently filed by the company from time to time with the Securities and Exchange Commission. The company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Source: American Assets Trust, Inc.

Investor and Media Contact:

American Assets Trust

Robert F. Barton

Executive Vice President and Chief Financial Officer

858-350-2607

Document



			FIRST QUARTER 2020
			Supplemental Information





Investor and Media Contact
American Assets Trust, Inc.
Robert F. Barton
Executive Vice President and Chief Financial Officer
858-350-2607

American Assets Trust, Inc.'s Portfolio is concentrated in high-barrier-to-entry markets

with favorable supply/demand characteristics







	Office	Retail	Multifamily			Mixed-Use
Market	Square Feet	Square Feet	Units			Square Feet		Suites
San Diego	1,549,860	1,322,817	1,455	(1)	—		—

San Francisco	520,040	35,159	—		—		—

Oahu	—	429,718	—		96,707		369

Monterey	—	673,572	—		—		—

San Antonio	—	588,148	—		—		—

Portland	876,491	44,236	657		—		—

Seattle	497,488	—	—		—		—

Total	3,443,879	3,093,650	2,112		96,707		369


			Square Feet				%		NOI % ⁽²⁾
Note: Circled areas represent all markets in which American Assets Trust, Inc. currently owns and operates its real estate properties. Size of circle denotes approximation of square feet / units. Net rentable square footage may be adjusted from the prior periods to reflect re-measurement of leased space at the properties.	Office		3.4	million		52%		52%
		Retail		3.1	million		48%		29%
Data is as of March 31, 2020.	Totals		6.5	million
(1) Includes 122 RV spaces.
(2) Percentage of Net Operating Income (NOI) calculated for the three months ended March 31, 2020. Reconciliation of NOI to net income is included in the Glossary of Terms.


First Quarter 2020 Supplemental Information			Page



INDEX


	FIRST QUARTER 2020 SUPPLEMENTAL INFORMATION
1.	FINANCIAL HIGHLIGHTS
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Funds From Operations (FFO), FFO As Adjusted & Funds Available for Distribution	7

	Same-Store Net Operating Income (NOI)	9
	Same-Store Cash NOI Comparison excluding Redevelopment	10
	Same-Store Cash NOI Comparison with Redevelopment	11
	Cash NOI By Region	12
	Cash NOI Breakdown	13
	Property Revenue and Operating Expenses	14
	Segment Capital Expenditures	16
	Summary of Outstanding Debt	17
	Market Capitalization	18
	Summary of Development Opportunities	19
2.	PORTFOLIO DATA
	Property Report	21
	Office Leasing Summary	24
	Retail Leasing Summary	25
	Multifamily Leasing Summary	26
	Mixed-Use Leasing Summary	28
	Lease Expirations	29
	Portfolio Leased Statistics	31
	Top Tenants - Office	32
	Top Tenants - Retail	33
3.	APPENDIX
	Glossary of Terms	35

This Supplemental Information contains 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). 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 us to continue to qualify as a 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. 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.

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, refer to our most recent Annual Report on Form 10-K and other risks described in documents subsequently filed by us from time to time with the Securities and Exchange Commission.


First Quarter 2020 Supplemental Information			Page

FINANCIAL HIGHLIGHTS


First Quarter 2020 Supplemental Information			Page



CONSOLIDATED BALANCE SHEETS


(Amounts in thousands, except shares and per share data)	March 31, 2020		December 31, 2019

ASSETS	(unaudited)		(audited)
Real estate, at cost
Operating real estate	$	3,118,356	$	3,096,886
Construction in progress	90,598		91,264
Held for development	547		547
	3,209,501		3,188,697
Accumulated depreciation	(687,932)		(665,222)
Net real estate	2,521,569		2,523,475
Cash and cash equivalents	52,371		99,303
Restricted cash	4,457		10,148

Accounts receivable, net	8,621		12,016
Deferred rent receivable, net	56,869		52,171
Other assets, net	112,298		93,220

TOTAL ASSETS	$	2,756,185	$	2,790,333
LIABILITIES AND EQUITY
LIABILITIES:
Secured notes payable, net	$	110,892	$	161,879
Unsecured notes payable, net	1,196,036		1,195,780

Accounts payable and accrued expenses	67,348		62,576
Security deposits payable	8,346		8,316
Other liabilities and deferred credits, net	92,542		68,110

Total liabilities	1,475,164		1,496,661
Commitments and contingencies
EQUITY:
American Assets Trust, Inc. stockholders' equity
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	1,453,264		1,452,014
Accumulated dividends in excess of net income	(150,226)		(144,378)
Accumulated other comprehensive income	603		5,680
Total American Assets Trust, Inc. stockholders' equity	1,304,242		1,313,917
Noncontrolling interests	(23,221)		(20,245)
Total equity	1,281,021		1,293,672
TOTAL LIABILITIES AND EQUITY	$	2,756,185	$	2,790,333


First Quarter 2020 Supplemental Information			Page



CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited, amounts in thousands, except shares and per share data)	Three Months Ended
	March 31,
	2020		2019
REVENUE:
Rental income	$	92,070	$	76,831
Other property income	4,673		8,488
Total revenue	96,743		85,319
EXPENSES:
Rental expenses	22,568		20,796
Real estate taxes	11,045		9,046
General and administrative	6,820		6,073
Depreciation and amortization	27,462		20,583
Total operating expenses	67,895		56,498
OPERATING INCOME	28,848		28,821
Interest expense	(13,472)		(13,349)

Other (expense) income, net	108		(229)
NET INCOME	15,484		15,243
Net income attributable to restricted shares	(104)		(93)
Net income attributable to unitholders in the Operating Partnership	(3,312)		(4,055)
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS	$	12,068	$	11,095

EARNINGS PER COMMON SHARE
Basic income from operations attributable to common stockholders per share	$	0.20	$	0.24
Weighted average shares of common stock outstanding - basic	59,723,072		47,004,465
Diluted income from continuing operations attributable to common stockholders per share	$	0.20	$	0.24
Weighted average shares of common stock outstanding - diluted	76,113,620		64,182,073


First Quarter 2020 Supplemental Information			Page



FUNDS FROM OPERATIONS, FFO AS ADJUSTED & FUNDS AVAILABLE FOR DISTRIBUTION


(Unaudited, amounts in thousands, except shares and per share data)	Three Months Ended
	March 31,
	2020		2019
Funds from Operations (FFO) ⁽¹⁾
Net income	$	15,484	$	15,243
Depreciation and amortization of real estate assets	27,462		20,583

FFO, as defined by NAREIT	42,946		35,826

Less: Nonforfeitable dividends on restricted stock awards	(102)		(91)
FFO attributable to common stock and common units	$	42,844	$	35,735

FFO per diluted share/unit	$	0.56	$	0.56

Weighted average number of common shares and common units, diluted ⁽²⁾	76,117,072		64,185,323

Funds Available for Distribution (FAD) ⁽¹⁾	$	19,065	$	13,873













Dividends
Dividends declared and paid	$	22,937	$	18,061
Dividends declared and paid per share/unit	$	0.30	$	0.28


First Quarter 2020 Supplemental Information			Page



FUNDS FROM OPERATIONS, FFO AS ADJUSTED & FUNDS AVAILABLE FOR DISTRIBUTION (CONTINUED)


(Unaudited, amounts in thousands, except shares and per share data)	Three Months Ended
	March 31,
	2020		2019
Funds Available for Distribution (FAD) ⁽¹⁾
FFO	$	42,946	$	35,826
Adjustments:
Tenant improvements, leasing commissions and maintenance capital expenditures	(21,762)		(17,879)
Net effect of straight-line rents ⁽³⁾	(2,752)		(203)
Amortization of net above (below) market rents ⁽⁴⁾	(947)		(925)
Net effect of other lease assets ⁽⁵⁾	58		(4,321)
Amortization of debt issuance costs and debt fair value adjustment	374		368
Non-cash compensation expense	1,250		1,098


Nonforfeitable dividends on restricted stock awards	(102)		(91)

FAD	$	19,065	$	13,873

Summary of Capital Expenditures
Tenant improvements and leasing commissions	$	15,032	$	10,993
Maintenance capital expenditures	6,730		6,886
	$	21,762	$	17,879

Notes:

(1) See Glossary of Terms.

(2) For the three months ended March 31, 2020 and 2019, the weighted average common shares and common units used to compute FFO per diluted share/unit include operating partnership common units and unvested restricted stock awards that are subject to time vesting. The shares/units used to compute FFO per diluted share/unit include additional shares/units which were excluded from the computation of diluted EPS, as they were anti-dilutive for the periods presented.

(3) Represents the straight-line rent income recognized during the period offset by cash received during the period and the provision for bad debts recorded for deferred rent receivable balances.

(4) Represents the adjustment related to the acquisition of buildings with above (below) market rents.

(5) Represents adjustments related to amortization of lease incentives paid to tenants, amortization of lease intangibles, lease termination fees at Carmel Mountain Plaza and straight-line rent expense for our leases at the Annex at The Landmark at One Market.


First Quarter 2020 Supplemental Information			Page



SAME-STORE NET OPERATING INCOME (NOI)


(Unaudited, amounts in thousands)	Three Months Ended March 31, 2020
	Office		Retail		Multifamily		Mixed-Use		Total
Real estate rental revenue
Same-store	$	33,596	$	21,601	$	12,825	$	—	$	68,022
Non-same store ⁽¹⁾	10,913		4,225		—		13,583		28,721
Total	44,509		25,826		12,825		13,583		96,743
Real estate expenses
Same-store	8,773		5,881		5,510		—		20,164
Non-same store ⁽¹⁾	3,020		1,450		—		8,979		13,449
Total	11,793		7,331		5,510		8,979		33,613
Net Operating Income (NOI)
Same-store	24,823		15,720		7,315		—		47,858
Non-same store ⁽¹⁾	7,893		2,775		—		4,604		15,272
Total	$	32,716	$	18,495	$	7,315	$	4,604	$	63,130
Same-store NOI	$	24,823	$	15,720	$	7,315	$	—	$	47,858
Net effect of straight-line rents ⁽²⁾	(1,046)		224		(48)		—		(870)
Amortization of net above (below) market rents ⁽³⁾	(411)		(291)		—		—		(702)
Net effect of other lease intangibles ⁽⁴⁾	20		—		—		—		20
Tenant improvement reimbursements ⁽⁵⁾	(2,795)		(1)		—		—		(2,796)
Same-store cash NOI ⁽⁵⁾	$	20,591	$	15,652	$	7,267	$	—	$	43,510

Notes:

(1) Same-store and non-same store classifications are determined based on properties held on March 31, 2020 and 2019. See Glossary of Terms.

(2) Represents the straight-line rent income recognized during the period offset by cash received during the period and the provision for bad debts recorded for deferred rent receivable balances.

(3) Represents the adjustment related to the acquisition of buildings with above (below) market rents.

(4) Represents adjustments related to amortization of lease incentives paid to tenants, amortization of lease intangibles and straight-line rent expense for our leases at the Annex at The Landmark at One Market.

(5) Tenant improvement reimbursements are excluded from same-store cash NOI to provide a more accurate measure of operating performance.

NOI and same-store cash NOI are non-GAAP supplemental earnings measures which we consider meaningful in measuring our operating performance. Reconciliations of NOI and same-store cash NOI to net income are included in the Glossary of Terms.


First Quarter 2020 Supplemental Information			Page



SAME-STORE CASH NOI COMPARISON EXCLUDING REDEVELOPMENT


(Unaudited, amounts in thousands)	Three Months Ended
	March 31,
	2020		2019		Change
Cash Basis:
Office	20,591		17,391		18.4	%
Retail	$	15,652	$	14,795	5.8
Multifamily	7,267		7,892		(7.9)
Mixed-Use	—		—		—
Same-store Cash NOI ⁽¹⁾⁽²⁾	$	43,510	$	40,078	8.6	%

Notes:

(1) Excluding lease termination fees, for the three months ended March 31, 2020 and 2019, same-store cash NOI would be 7.6%.

(2) See Glossary of Terms.

Same-store cash NOI is a non-GAAP supplemental earnings measure which we consider meaningful in measuring our operating performance. A reconciliation of same-store cash NOI to net income is included in the Glossary of Terms.


First Quarter 2020 Supplemental Information			Page



SAME-STORE CASH NOI COMPARISON WITH REDEVELOPMENT


(Unaudited, amounts in thousands)	Three Months Ended
	March 31,
	2020		2019		Change
Cash Basis:
Office	$	20,427	$	18,162	12.5	%
Retail	18,403		17,081		7.7
Multifamily	7,267		7,892		(7.9)
Mixed-Use	—		—		—
Same-store Cash NOI with Redevelopment ⁽¹⁾⁽²⁾	$	46,097	$	43,135	6.9	%

Notes:

(1) Excluding lease termination fees, for the three months ended March 31, 2020 and 2019, same-store cash NOI with redevelopment would be 6.0%.

(2) See Glossary of Terms.

Same-store cash NOI with redevelopment is a non-GAAP supplemental earnings measure which we consider meaningful in measuring our operating performance. A reconciliation of same-store cash NOI with redevelopment to net income is included in the Glossary of Terms.


First Quarter 2020 Supplemental Information			Page



CASH NOI BY REGION


(Unaudited, amounts in thousands)	Three Months Ended March 31, 2020
	Office		Retail		Multifamily		Mixed-Use		Total
Cash Basis:




Southern California	11,724		8,841		5,798		—		26,363





Northern California	5,254		2,586		—		—		7,840





Hawaii	—		3,205		—		4,500		7,705





Oregon	5,833		237		1,469		—		7,539




Texas	—		3,534		—		—		3,534





Washington	6,508		—		—		—		6,508





Total Cash NOI	$	29,319	$	18,403	$	7,267	$	4,500	$	59,489

Cash NOI is a non-GAAP supplemental earnings measure which we consider meaningful in measuring our operating performance. A reconciliation of cash NOI to net income is included in the Glossary of Terms.


First Quarter 2020 Supplemental Information			Page



CASH NOI BREAKDOWN


Three Months Ended March 31, 2020


Cash NOI Breakdown

Portfolio Diversification by Geographic Region						Portfolio Diversification by Segment


First Quarter 2020 Supplemental Information			Page



PROPERTY REVENUE AND OPERATING EXPENSES


(Unaudited, amounts in thousands)	Three Months Ended March 31, 2020
			Additional				Property
			Property		Billed Expense		Operating		Rental		Cash
Property	Base Rent ⁽¹⁾		Income ⁽²⁾		Reimbursements ⁽³⁾		Expenses ⁽⁴⁾		Adjustments ⁽⁵⁾		NOI ⁽⁶⁾
Office Portfolio
La Jolla Commons ⁽⁷⁾	$	6,109	$	234	$	2,450	$	(2,604)	$	(86)	$	6,103
Torrey Reserve Campus ⁽⁸⁾	5,123		40		263		(1,559)		(75)		3,792
Torrey Point	738		77		17		(360)		(160)		312
Solana Crossing ⁽⁸⁾	2,029		38		87		(573)		(58)		1,523
The Landmark at One Market	9,332		69		143		(2,428)		(1,789)		5,327
One Beach Street	439		—		21		(284)		(249)		(73)
First & Main	2,839		215		529		(967)		—		2,616
Lloyd District Portfolio ⁽⁸⁾	3,646		832		180		(1,300)		(49)		3,309
City Center Bellevue	5,145		759		239		(1,589)		1,954		6,508
Subtotal Office Portfolio	$	35,400	$	2,264	$	3,929	$	(11,664)	$	(512)	$	29,417
Retail Portfolio
Carmel Country Plaza	$	975	$	22	$	179	$	(172)	$	—	$	1,004
Carmel Mountain Plaza	3,530		43		824		(826)		—		3,571
South Bay Marketplace	619		32		204		(182)		—		673
Gateway Marketplace	581		2		182		(205)		(1)		559
Lomas Santa Fe Plaza	1,516		9		304		(379)		1		1,451
Solana Beach Towne Centre	1,617		15		506		(523)		(32)		1,583
Del Monte Center	2,569		109		889		(1,291)		—		2,276
Geary Marketplace	308		—		156		(154)		—		310
The Shops at Kalakaua	472		26		52		(97)		—		453
Waikele Center	3,108		221		872		(1,449)		—		2,752
Alamo Quarry Market	3,503		342		1,648		(1,959)		—		3,534
Hassalo on Eighth - Retail	237		50		44		(94)		—		237
Subtotal Retail Portfolio	$	19,035	$	871	$	5,860	$	(7,331)	$	(32)	$	18,403


First Quarter 2020 Supplemental Information			Page



PROPERTY REVENUE AND OPERATING EXPENSES (CONTINUED)


(Unaudited, amounts in thousands)	Three Months Ended March 31, 2020
			Additional				Property
			Property		Billed Expense		Operating		Rental		Cash
Property	Base Rent ⁽¹⁾		Income ⁽²⁾		Reimbursements ⁽³⁾		Expenses ⁽⁴⁾		Adjustments ⁽⁵⁾		NOI ⁽⁶⁾
Multifamily Portfolio
Loma Palisades	$	3,390	$	224	$	—	$	(1,412)	$	(8)	$	2,194
Imperial Beach Gardens	844		81		—		(364)		(3)		558
Mariner's Point	421		32		—		(184)		(2)		267
Santa Fe Park RV Resort	321		16		—		(217)		—		120
Pacific Ridge Apartments	4,258		160		—		(1,745)		(14)		2,659
Hassalo on Eighth - Multifamily	2,880		344		—		(1,586)		(169)		1,469
Subtotal Multifamily Portfolio	$	12,114	$	857	$	—	$	(5,508)	$	(196)	$	7,267
Mixed-Use Portfolio
Waikiki Beach Walk - Retail	$	2,758	$	920	$	1,070	$	(1,859)	$	—	$	2,889
Waikiki Beach Walk - Embassy Suites™	8,125		606		—		(7,120)		—		1,611
Subtotal Mixed-Use Portfolio	$	10,883	$	1,526	$	1,070	$	(8,979)	$	—	$	4,500
Subtotal Development Properties	$	—	$	33	$	—	$	(131)	$	—	$	(98)
Total	$	77,432	$	5,551	$	10,859	$	(33,613)	$	(740)	$	59,489

Cash NOI is a non-GAAP supplemental earnings measure which the company considers meaningful in measuring its operating performance. A reconciliation of total cash NOI to net income is included in the Glossary of Terms.

Notes:

(1) Base rent for our office and retail portfolio and the retail portion of our mixed-use portfolio represents base rent for the three months ended March 31, 2020 (before abatements and tenant improvement reimbursements) and excludes the impact of straight-line rent and above (below) market rent adjustments. Total abatements for our office and retail portfolio were approximately $3,307 and $33, respectively, for the three months ended March 31, 2020. There were no abatements for the retail portion of our mixed-use portfolio for the three months ended March 31, 2020. 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. Multifamily portfolio base rent represents base rent (including parking, before abatements) less vacancy allowance and employee rent credits and includes additional rents (additional rents include insufficient notice penalties, month-to-month charges and pet rent). There were $196 of abatements for our multifamily portfolio for the three months ended March 31, 2020. For Waikiki Beach Walk - Embassy Suites ^TM , base rent is equal to the actual room revenue for the three months ended March 31, 2020. Total tenant improvement reimbursements for our office and retail portfolio were approximately $2,795 and $1, respectively, for the three months ended March 31, 2020. There were no tenant improvement reimbursements for the retail portion of our mixed-use portfolio for the three months ended March 31, 2020.

(2) Represents additional property-related income for the three months ended March 31, 2020, which includes: (i) percentage rent, (ii) other rent (such as storage rent, license fees and association fees) and (iii) other property income (such as late fees, default fees, lease termination fees, parking revenue, the reimbursement of general excise taxes, laundry income and food and beverage sales).

(3) Represents billed tenant expense reimbursements for the three months ended March 31, 2020.

(4) Represents property operating expenses for the three months ended March 31, 2020. Property operating expenses includes all rental expenses, except non cash rent expense and the provision for bad debt recorded for deferred rent receivables.

(5) Represents various rental adjustments related to base rent (abatements and tenant improvement reimbursements).

(6) See Glossary of Terms.

(7) La Jolla Commons, consisting of approximately 724,000 square feet in two office towers, was acquired by us on June 20, 2019.

(8) Base rent shown includes amounts related to American Assets Trust, L.P.'s corporate leases at Torrey Reserve Campus, Solana Crossing and Lloyd District Portfolio. This intercompany rent is eliminated in the consolidated statement of operations. The base rent and abatements were both $385 for the three months ended March 31, 2020.


First Quarter 2020 Supplemental Information			Page



SEGMENT CAPITAL EXPENDITURES


(Unaudited, amounts in thousands)	Three Months Ended March 31, 2020
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	$	13,603	$	2,453	$	16,056	$	508	$	1,636	$	18,200
Retail Portfolio	1,407		2,132		3,539		19		—		3,558
Multifamily Portfolio	—		1,284		1,284		—		—		1,284
Mixed-Use Portfolio	22		861		883		—		—		883
Total	$	15,032	$	6,730	$	21,762	$	527	$	1,636	$	23,925


First Quarter 2020 Supplemental Information			Page



SUMMARY OF OUTSTANDING DEBT


(Unaudited, amounts in thousands)	Amount
	Outstanding at				Annual Debt
Debt	March 31, 2020		Interest Rate		Service ⁽¹⁾		Maturity Date
City Center Bellevue ⁽²⁾	111,000		3.98	%	4,479		November 1, 2022
Secured Notes Payable / Weighted Average ⁽³⁾	$	111,000	3.98	%	$	4,479

Term Loan A ⁽⁴⁾	$	100,000	4.13	%	$	103,614	January 9, 2021
Series A Notes ⁽⁵⁾	150,000		3.88	%	6,060		October 31, 2021
Term Loan B ⁽⁶⁾	100,000		2.65	%	2,749		March 1, 2023
Term Loan C ⁽⁷⁾	50,000		2.64	%	1,371		March 1, 2023
Series F Notes ⁽⁸⁾	100,000		3.85	%	3,780		July 19, 2024
Series B Notes	100,000		4.45	%	4,450		February 2, 2025
Series C Notes	100,000		4.50	%	4,500		April 1, 2025
Series D Notes ⁽⁹⁾	250,000		3.87	%	10,725		March 1, 2027
Series E Notes ⁽¹⁰⁾	100,000		4.18	%	4,240		May 23, 2029
Series G Notes ⁽¹¹⁾	150,000		3.88	%	5,865		July 30, 2030
Unsecured Notes Payable / Weighted Average ⁽¹²⁾	$	1,200,000	3.87	%	$	147,354

Unsecured Line of Credit ⁽¹³⁾	$	—

Notes:

(1) Includes interest and principal payments due over the next twelve months.

(2) Interest only.

(3) The Secured Notes Payable total does not include debt issuance costs, net of $0.1 million.

(4) Term Loan A has a stated maturity of January 9, 2021, subject to our option to extend Term Loan A up to three times, with each such extension for a one-year period. Term Loan A accrues interest at a variable rate, which we fixed as part of an interest rate swap for an effective interest rate of 4.13%, subject to adjustments based on our consolidated leverage ratio.

(5) $150 million of 4.04% Senior Guaranteed Notes, Series A, due October 31, 2021. Net of the settlement of the forward-starting interest rate swap, the effective interest rate for the Series A Notes is approximately 3.88% per annum, through maturity.

(6) Term Loan B matures on March 1, 2023. Term Loan B accrues interest at a variable rate, which we fixed as part of an interest rate swap for an all-in interest rate of 2.65%, subject to adjustments based on our consolidated leverage ratio.

(7) Term Loan C matures on March 1, 2023. Term Loan C accrues interest at a variable rate, which we fixed as part of an interest rate swap for an all-in interest rate of 2.64%, subject to adjustments based on our consolidated leverage ratio.

(8) $100 million of 3.78% Senior Guaranteed Notes, Series F, due July 19, 2024. Net of the settlement of the treasury lock contract, the effective interest rate for the Series F Notes is approximately 3.85%, through maturity.

(9) $250 million of 4.29% Senior Guaranteed Notes, Series D, due March 1, 2027. Net of the settlement of the forward-starting interest rate swap, the effective interest rate for the Series D Notes is approximately 3.87% per annum, through maturity.

(10) $100 million of 4.24% Senior Guaranteed Notes, Series E, due May 23, 2029. Net of the settlement of the treasury lock contract, the effective interest rate for the Series E Notes is approximately 4.18%, through maturity.

(11) $150 million of 3.91% Senior Guaranteed Notes, Series G, due July 30, 2030. Net of the settlement of the treasury lock contract, the effective interest rate for the Series G Notes is approximately 3.88% through maturity.

(12) The Unsecured Notes Payable total does not include debt issuance costs, net of $4.0 million.

(13) The unsecured revolving line of credit (the "Revolver Loan") has a capacity of $350 million plus 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. The Revolver Loan 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-month period. The Revolver Loan currently accrues interest at LIBOR, plus a spread which ranges from 1.05%-1.50%, based on our consolidated leverage ratio. The Revolver Loan total does not include debt issuance costs, net of $1.2 million.


First Quarter 2020 Supplemental Information			Page



MARKET CAPITALIZATION


(Unaudited, amounts in thousands, except per share data)

Market data	March 31, 2020
Common shares outstanding	60,068
Common units outstanding	16,390
Common shares and common units outstanding	76,458
Market price per common share	$	25.00
Equity market capitalization	$	1,911,450
Total debt	$	1,311,000
Total market capitalization	$	3,222,450
Less: Cash on hand	$	(52,371)
Total enterprise value	$	3,170,079

Total unencumbered assets, gross	$	3,157,487

Total debt/Total capitalization	40.7		%
Total debt/Total enterprise value	41.4		%
Net debt/Total enterprise value ⁽¹⁾	39.7		%


Total unencumbered assets, gross/Unsecured debt	263.1		%

Total debt/Adjusted EBITDA ⁽²⁾⁽³⁾	5.8x
Net debt/Adjusted EBITDA ^(1)(2)(3)	5.6x
Interest coverage ratio ⁽⁴⁾	4.3x
Fixed charge coverage ratio ⁽⁴⁾	4.3x


Weighted Average Fixed Interest Rate	2020	2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
		—	%	4.0	%	4.0	%	2.6	%	3.8	%	4.5	%	—	%	3.9	%	—	%	4.2	%	3.9	%


Total Weighed Average Fixed Interest Rate:			3.9%
Weighted Average Term to Maturity:			5.1 years

Credit Ratings

Rating Agency

Rating

Outlook

Fitch

BBB

Stable

Moody's

Baa3

Stable

Standard & Poors

BBB-

Stable

Notes:

(1) Net debt is equal to total debt less cash on hand.

(2) See Glossary of Terms for discussion of EBITDA and Adjusted EBITDA.

(3) As used here, Adjusted EBITDA represents the actual for the three months ended March 31, 2020, annualized.

(4) Calculated as Adjusted EBITDA divided by interest on borrowed funds, including capitalized interest and excluding debt fair value adjustments and loan fee amortization.

(5) Of this total, the company has an option to extend the maturity on $100 million from January 9, 2021 to January 9, 2022, subject to certain conditions.


First Quarter 2020 Supplemental Information			Page



SUMMARY OF DEVELOPMENT OPPORTUNITIES

Our portfolio has numerous potential opportunities to create future shareholder value. These opportunities could be subject to government approvals, lender consents, tenant consents, market conditions, availability of debt and/or equity financing, etc. Many of these opportunities are in their preliminary stages and may not ultimately come to fruition. This schedule will update as we modify various assumptions and markets conditions change. Square footages and units set forth below are estimates only and ultimately may differ materially from actual square footages and units.

Development Projects

Project Costs (in thousands) ⁽³⁾

Start
Date

Completion Date

Estimated Stabilized

Yield ⁽¹⁾

Rentable Square Feet

Percent
Leased

Estimated Stabilization Date ⁽²⁾

Cost Incurred to Date

Total Estimated Investment

Property

Location

Office Property:

Torrey Point

San Diego, CA

2015

July 31, 2017

6.75% - 7.75%

90,000

59.5%

2020

$45,559

$55,800

Development/Redevelopment Pipeline

Property

Property Type

Location

Estimated Rentable
Square Feet

Multifamily Units

Opportunity

La Jolla Commons

Office

University Town Center, San Diego, CA

214,000

N/A

Development of approximately 214,000 square feet class A+ office, hotel

One Beach

Office

San Francisco, CA

85,000

N/A

Modernize and expand office building to include roof-top deck

Waikele Center

Retail

Honolulu, HI

90,000

N/A

Development of 90,000 square feet retail building (former KMart Space)

Lomas Santa Fe Plaza

Retail

Solana Beach, CA

45,000

N/A

Development of 45,000 square feet retail building

Lloyd District Portfolio - multiple phases ⁽⁴⁾

Mixed Use

Portland, OR

TBD

Phase 2A - Oregon Square

33,000

N/A

Remodel and repurpose a 33,000 square feet office building into flexible creative office space

Phase 2B - Oregon Square

TBD

Development of mixed-use residential tower and/or build-to-suit office tower

Notes:

(1) The estimated stabilized yield is calculated based on total estimated project costs, as defined above, when the project has reached stabilized occupancy.

(2) Based on management's estimation of stabilized occupancy (90%).

(3) Project costs exclude capitalized interest cost which is calculated in accordance with Accounting Standards Codification 835-20-50-1.

(4) The Lloyd District Portfolio was acquired in 2011, consisting of approximately 600,000 rentable square feet on more than 16 acres located in the Lloyd District of Portland, Oregon. The portion of the property that has been designated for additional development is expected to include a high density, transit oriented, mixed-use urban village, with the potential to be in excess of approximately three million square feet. The entitlement for such development opportunity allows a 12:1 Floor Area Ratio with a 250 foot height limit and provides for retail, office and/or multifamily development. Additional development plans are in the early stages and will continue to progress as demand and economic conditions allow.


First Quarter 2020 Supplemental Information			Page

PORTFOLIO DATA


First Quarter 2020 Supplemental Information			Page



PROPERTY REPORT


As of March 31, 2020					Retail and Office Portfolios
				Net				Annualized
			Number	Rentable				Base Rent per
		Year Built/	of	Square	Percentage	Annualized		Square
Property	Location	Renovated	Buildings	Feet ⁽¹⁾	Leased ⁽²⁾	Base Rent ⁽³⁾		Foot ⁽⁴⁾		Retail Anchor Tenant(s) ⁽⁵⁾		Other Principal Retail Tenants ⁽⁶⁾
Office Properties
La Jolla Commons	San Diego, CA	2008/2014	2	723,945	98.5%	$	38,187,533	$53.55
Torrey Reserve Campus	San Diego, CA	1996-2000/2014-2016	14	521,311	88.7%	21,277,332		46.01
Torrey Point	San Diego, CA	2017	2	91,990	59.5	3,011,459		55.02
Solana Crossing	Solana Beach, CA	1982/2005	4	212,614	97.7	8,727,669		42.02
The Landmark at One Market ⁽⁷⁾	San Francisco, CA	1917/2000	1	422,426	100.0	37,336,839		88.39
One Beach Street	San Francisco, CA	1924/1972/1987/1992	1	97,614	22.8	1,318,001		59.22
First & Main	Portland, OR	2010	1	360,641	98.7	11,373,978		31.95
Lloyd District Portfolio	Portland, OR	1940-2015	2	515,850	100.0	15,264,800		29.59
City Center Bellevue	Bellevue, WA	1987	1	497,488	98.9	21,918,975		44.55
Subtotal/Weighted Average Office Portfolio ⁽⁸⁾				28	3,443,879	94.3%		$	158,416,586	$48.78
Retail Properties
Carmel Country Plaza	San Diego, CA	1991	9	78,098	95.0%	$	4,020,796	$54.19				Sharp Healthcare, San Diego County Credit Union
Carmel Mountain Plaza ⁽⁹⁾	San Diego, CA	1994/2014	15	528,416	97.0	13,912,434		27.14		At Home Stores		Dick's Sporting Goods, Saks Fifth Avenue Off 5th
South Bay Marketplace ⁽⁹⁾	San Diego, CA	1997	9	132,877	100.0	2,474,185		18.62				Ross Dress for Less, Grocery Outlet
Gateway Marketplace	San Diego, CA	1997/2016	3	127,861	100.0	2,480,141		19.40		Hobby Lobby		Smart & Final, Aldi
Lomas Santa Fe Plaza	Solana Beach, CA	1972/1997	9	208,030	97.7	6,117,658		30.10				Vons, Home Goods
Solana Beach Towne Centre	Solana Beach, CA	1973/2000/2004	12	247,535	97.7	6,596,535		27.28				Dixieline Probuild, Marshalls
Del Monte Center ⁽⁹⁾	Monterey, CA	1967/1984/2006	16	673,572	88.8	11,141,366		18.63		Macy's		Century Theatres, Whole Foods Market
Geary Marketplace	Walnut Creek, CA	2012	3	35,159	100.0	1,233,763		35.09				Sprouts Farmer Market, Freebirds Wild Burrito
The Shops at Kalakaua	Honolulu, HI	1971/2006	3	11,671	100.0	1,894,936		162.36				Hawaii Beachware & Fashion, Diesel U.S.A. Inc.
Waikele Center	Waipahu, HI	1993/2008	9	418,047	100.0	12,289,174		29.40		Lowe's, Safeway		UFC Gym, Old Navy
Alamo Quarry Market ⁽⁹⁾	San Antonio, TX	1997/1999	16	588,148	93.5	13,961,746		25.39		Regal Cinemas		Bed Bath & Beyond, Whole Foods Market
Hassalo on Eighth	Portland, OR	2015	3	44,236	89.5	991,585		25.05				Providence Health & Services, Green Zebra Grocery
Subtotal/Weighted Average Retail Portfolio ⁽⁸⁾				107	3,093,650	95.2%		$	77,114,319	$26.18
Total/Weighted Average Office and Retail Portfolio ⁽⁸⁾					135	6,537,529		94.7%		$	235,530,905	$38.04


First Quarter 2020 Supplemental Information			Page



PROPERTY REPORT (CONTINUED)


As of March 31, 2020
			Number						Average Monthly
		Year Built/	of		Percentage		Annualized		Base Rent per
Property	Location	Renovated	Buildings	Units	Leased ⁽²⁾		Base Rent ⁽³⁾		Leased Unit ⁽⁴⁾
Loma Palisades	San Diego, CA	1958/2001-2008	80	548	97.8%		$	13,644,120	$	2,122
Imperial Beach Gardens	Imperial Beach, CA	1959/2008	26	160	95.0		3,638,724		$	1,995
Mariner's Point	Imperial Beach, CA	1986	8	88	94.3		1,746,528		$	1,754
Santa Fe Park RV Resort ⁽¹⁰⁾	San Diego, CA	1971/2007-2008	1	126	73.0		1,305,348		$	1,183
Pacific Ridge Apartments	San Diego, CA	2013	3	533	97.9		17,782,764		$	2,840
Hassalo on Eighth - Velomor	Portland, OR	2015	1	177	87.5		3,024,684		$	1,627
Hassalo on Eighth - Aster Tower	Portland, OR	2015	1	337	89.6		6,301,200		$	1,739
Hassalo on Eighth - Elwood	Portland, OR	2015	1	143	85.3		2,365,236		$	1,616
Total/Weighted Average Multifamily Portfolio				121	2,112		93.0%		$	49,808,604	$	2,113

Mixed-Use Portfolio
			Number	Net Rentable					Annualized Base
		Year Built/	of	Square	Percentage		Annualized		Rent per Leased		Retail
Retail Portion	Location	Renovated	Buildings	Feet ⁽¹⁾	Leased ⁽²⁾		Base Rent ⁽³⁾		Square Foot ⁽⁴⁾		Anchor Tenant(s) ⁽⁵⁾		Other Principal Retail Tenants ⁽⁶⁾
Waikiki Beach Walk - Retail	Honolulu, HI	2006	3	96,707	98.5	%	$	11,411,642	$	119.80			Yard House, Roy's

			Number						Annualized
		Year Built/	of		Average		Average		Revenue per
Hotel Portion	Location	Renovated	Buildings	Units	Occupancy ⁽¹¹⁾		Daily Rate ⁽¹¹⁾		Available Room ⁽¹¹⁾
Waikiki Beach Walk - Embassy Suites™	Honolulu, HI	2008/2014	2	369	75.4	%	$	320.96	$	241.98

Notes:

(1) 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 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 periods to reflect re-measurement of leased space at the properties.

(2) Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property includes square footage under leases as of March 31, 2020, including leases which may not have commenced as of March 31, 2020. Percentage leased for our multifamily properties includes total units rented as of March 31, 2020.

(3) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) under commenced leases for the month ended March 31, 2020 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 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 $27,342,896 to our estimate of annual triple net operating expenses of $10,844,637 for an estimated annualized base rent on a modified gross lease basis of $38,187,533 for La Jolla Commons.

(4) Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of March 31, 2020. Annualized base rent per leased unit is calculated by dividing annualized base rent by units under lease as of March 31, 2020. The foregoing notwithstanding, the annualized base rent per leased square foot 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. See footnote 3 for further explanation.

(5) Retail anchor tenants are defined as retail tenants leasing 50,000 square feet or more.

(6) Other principal retail tenants are defined as the two tenants leasing the most square footage, excluding anchor tenants.

(7) 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, 2026, which we have the option to extend until 2031 pursuant to one five-year extension option.


First Quarter 2020 Supplemental Information			Page



PROPERTY REPORT (CONTINUED)

(8) Lease data for signed but not commenced leases as of March 31, 2020 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	95,616	$	4,550,424	$	47.59	$	53.52
Retail Portfolio	31,748	$	1,105,932	$	34.83	$	26.56
Total Retail and Office Portfolio	127,364	$	5,656,356	$	44.41	$	41.90

(a) Office portfolio leases signed but not commenced of 54,047, 22,654, 2,627, and 16,288 square feet are expected to commence during the second, third and fourth quarters of 2020 and the first quarter of 2021, respectively. Retail portfolio leases signed but not commenced of 4,821, 1,700 and 25,227 square feet are expected to commence during the second, third 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 March 31, 2020 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 March 31, 2020 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 March 31, 2020, by square footage under lease as of March 31, 2020.

(9) Net rentable square feet at certain of our retail properties includes pad sites leased pursuant to the ground leases 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	$	798,468
South Bay Marketplace	1	2,824	$	102,276
Del Monte Center	1	212,500	$	96,000
Alamo Quarry Market	3	20,694	$	385,512

(10) The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. During the 12 months ended March 31, 2020, the highest average monthly occupancy rate for this property was 95%, occurring in August 2019. The number of units at the Santa Fe Park RV Resort includes 122 RV spaces and four apartments.

(11) Average occupancy represents the percentage of available units that were sold during the three months ended March 31, 2020, 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 three months ended March 31, 2020 by the number of units sold. Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the three months ended March 31, 2020 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.


First Quarter 2020 Supplemental Information			Page



OFFICE LEASING SUMMARY


As of March 31, 2020
Total Lease Summary - Comparable ⁽¹⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	11	100%	181,104	$40.84	$37.68		$	572,471	8.4	%	6.6	%	8.8	$	3,694,865	$20.40
4th Quarter 2019	9	100%	81,188	$56.13	$43.82		$	999,611	28.1	%	58.5	%	6.8	$	3,990,311	$49.15
3rd Quarter 2019	14	100%	70,907	$51.95	$46.40		$	393,387	12.0	%	29.2	%	6.1	$	3,237,139	$45.65
2nd Quarter 2019	16	100%	86,779	$51.70	$44.00		$	668,474	17.5	%	26.7	%	5.8	$	3,659,392	$42.17
Total 12 months	50	100%	419,978	$47.92	$41.65		$	2,633,943	15.1	%	25.0	%	7.3	$	14,581,707	$34.72

New Lease Summary - Comparable ⁽¹⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	3	27%	7,995	$49.70	$46.50		$	25,606	6.9	%	10.4	%	5.3	$	255,914	$32.01
4th Quarter 2019	4	44%	59,048	$60.94	$45.49		$	912,011	34.0	%	71.6	%	7.3	$	3,515,026	$59.53
3rd Quarter 2019	5	36%	43,678	$56.18	$48.18		$	349,643	16.6	%	33.8	%	7.0	$	2,420,924	$55.43
2nd Quarter 2019	6	38%	45,570	$54.27	$44.20		$	458,844	22.8	%	30.9	%	6.5	$	3,379,047	$74.15
Total 12 months	18	36%	156,291	$57.09	$45.92		$	1,746,104	24.3	%	44.6	%	6.9	$	9,570,911	$61.24

Renewal Lease Summary - Comparable ⁽¹⁾⁽⁵⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	8	73%	173,109	$40.44	$37.28		$	546,865	8.5	%	6.4	%	9.0	$	3,438,951	$19.87
4th Quarter 2019	5	56%	22,140	$43.30	$39.34		$	87,600	10.1	%	21.9	%	5.4	$	475,285	$21.47
3rd Quarter 2019	9	64%	27,229	$45.16	$43.56		$	43,744	3.7	%	20.4	%	4.7	$	816,215	$29.98
2nd Quarter 2019	10	63%	41,209	$48.87	$43.78		$	209,630	11.6	%	21.7	%	5.0	$	280,345	$6.80
Total 12 months	32	64%	263,687	$42.48	$39.12		$	887,839	8.6	%	11.8	%	7.6	$	5,010,796	$19.01

Total Lease Summary - Comparable and Non-Comparable
	Number of Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	17	208,041	$40.90	8.8	$	5,704,727	$27.42
4th Quarter 2019	15	138,036	$52.41	6.9	$	8,109,268	$58.75
3rd Quarter 2019	21	98,410	$51.36	6.1	$	5,263,390	$53.48
2nd Quarter 2019	23	197,661	$47.92	8.0	$	14,827,884	$75.02
Total 12 months	76	642,148	$47.14	7.7	$	33,905,269	$52.80

Notes:

(1) Comparable leases represent those leases signed on spaces for which there was a previous lease.

(2) Contractual rent represents contractual minimum rent under the new lease for the first twelve months of the term.

(3) Prior rent represents the minimum rent paid under the previous lease in the final twelve months of the term.

(4) Weighted average is calculated on the basis of square footage.

(5) Excludes renewals at fixed contractual rates specified in the lease.


First Quarter 2020 Supplemental Information			Page



RETAIL LEASING SUMMARY


As of March 31, 2020
Total Lease Summary - Comparable ⁽¹⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	14	100%	61,916	$32.41	$32.99		$	(36,351)	(1.8)	%	7.0	%	3.8	$	728,927	$11.77
4th Quarter 2019	10	100%	32,869	$53.80	$55.97		$	(71,256)	(3.9)	%	8.0	%	5.2	$	879,307	$26.75
3rd Quarter 2019	19	100%	30,019	$59.44	$57.81		$	48,980	2.8	%	9.3	%	3.5	$	108,000	$3.60
2nd Quarter 2019	10	100%	37,843	$31.71	$30.75		$	36,300	3.1	%	12.5	%	7.4	$	267,740	$7.08
Total 12 months	53	100%	162,647	$41.56	$41.69		$	(22,327)	(0.3)	%	8.8	%	4.9	$	1,983,974	$12.20

New Lease Summary - Comparable ⁽¹⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	2	14%	8,794	$32.12	$34.16		$	(17,925)	(6.0)	%	2.5	%	7.3	$	199,700	$22.71
4th Quarter 2019	2	20%	8,874	$39.13	$41.06		$	(17,114)	(4.7)	%	28.7	%	9.0	$	874,307	$98.52
3rd Quarter 2019	2	11%	4,094	$88.85	$80.99		$	32,185	9.7	%	5.3	%	5.0	$	96,500	$23.57
2nd Quarter 2019	2	20%	16,900	$14.44	$15.40		$	(16,172)	(6.2)	%	(2.9)	%	9.5	$	222,740	$13.18
Total 12 months	8	15%	38,662	$32.01	$32.50		$	(19,026)	(1.5)	%	8.6	%	8.4	$	1,393,247	$36.04

Renewal Lease Summary - Comparable ⁽¹⁾⁽⁵⁾
	Number of Leases Signed	% of Comparable Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Prior Rent Per Sq. Ft. ⁽³⁾		Annual Change in Rent		Cash Basis % Change Over Prior Rent		Straight-Line Basis % Change Over Prior Rent		Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	12	86%	53,122	$32.45	$32.80		$	(18,426)	(1.1)	%	7.8	%	3.3	$	529,227	$9.96
4th Quarter 2019	8	80%	23,995	$59.23	$61.48		$	(54,142)	(3.7)	%	3.7	%	3.8	$	5,000	$0.21
3rd Quarter 2019	17	89%	25,925	$54.79	$54.14		$	16,795	1.2	%	10.2	%	3.2	$	11,500	$0.44
2nd Quarter 2019	8	80%	20,943	$45.64	$43.13		$	52,472	5.8	%	17.3	%	5.8	$	45,000	$2.15
Total 12 months	45	85%	123,985	$44.53	$44.56		$	(3,301)	(0.1)	%	8.8	%	3.8	$	590,727	$4.76

Total Lease Summary - Comparable and Non-Comparable ⁽¹⁾
	Number of Leases Signed	Net Rentable Square Feet Signed	Contractual Rent Per Sq. Ft. ⁽²⁾	Weighted Average Lease Term ⁽⁴⁾	Tenant Improvements & Incentives		Tenant Improvements & Incentives Per Sq. Ft.


Quarter
1st Quarter 2020	17	66,426	$32.90	4.0	$	1,259,098	$18.95
4th Quarter 2019	15	55,252	$46.85	5.7	$	3,520,679	$63.72
3rd Quarter 2019	22	34,850	$56.63	3.7	$	355,825	$10.21
2nd Quarter 2019	13	46,609	$32.27	7.8	$	730,310	$15.67
Total 12 months	67	203,137	$40.62	5.3	$	5,865,912	$28.88

Notes:

(1) Comparable leases represent those leases signed on spaces for which there was a previous lease, including leases signed for the retail portion of our mixed-use property.

(2) Contractual rent represents contractual minimum rent under the new lease for the first twelve months of the term.

(3) Prior rent represents the minimum rent paid under the previous lease in the final twelve months of the term.

(4) Weighted average is calculated on the basis of square footage.

(5) Excludes renewals at fixed contractual rates specified in the lease.


First Quarter 2020 Supplemental Information			Page



MULTIFAMILY LEASING SUMMARY


As of March 31, 2020
Lease Summary - Loma Palisades
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	536	97.8%	$13,644,120	$2,122
4th Quarter 2019	526	96.0%	$13,966,392	$2,212
3rd Quarter 2019	501	91.4%	$12,754,848	$2,122
2nd Quarter 2019	528	96.4%	$13,918,368	$2,196

Lease Summary - Imperial Beach Gardens
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	152	95.0%	$3,638,724	$1,995
4th Quarter 2019	149	93.1%	$3,578,328	$2,002
3rd Quarter 2019	145	90.6%	$3,575,256	$2,055
2nd Quarter 2019	150	93.8%	$3,653,532	$2,029

Lease Summary - Mariner's Point
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	83	94.3%	$1,746,528	$1,754
4th Quarter 2019	82	93.2%	$1,775,364	$1,804
3rd Quarter 2019	82	93.2%	$1,768,140	$1,797
2nd Quarter 2019	84	95.5%	$1,808,868	$1,794

Lease Summary - Santa Fe Park RV Resort
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	92	73.0%	$1,305,348	$1,183
4th Quarter 2019	111	88.1%	$1,367,484	$1,027
3rd Quarter 2019	91	72.2%	$1,229,112	$1,126
2nd Quarter 2019	110	87.3%	$1,867,584	$1,415

Lease Summary - Pacific Ridge Apartments
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	522	97.9%	$17,782,764	$2,840
4th Quarter 2019	503	94.4%	$17,277,480	$2,862
3rd Quarter 2019	496	93.1%	$16,521,048	$2,774
2nd Quarter 2019	471	88.4%	$15,804,348	$2,795


First Quarter 2020 Supplemental Information			Page



MULTIFAMILY LEASING SUMMARY (CONTINUED)


As of March 31, 2020
Lease Summary - Hassalo on Eighth - Velomor
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	155	87.5%	$3,024,684	$1,627
4th Quarter 2019	158	89.3%	$3,048,972	$1,607
3rd Quarter 2019	160	90.4%	$3,110,592	$1,620
2nd Quarter 2019	170	96.1%	$3,240,348	$1,588

Lease Summary - Hassalo on Eighth - Aster Tower
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	302	89.6%	$6,301,200	$1,739
4th Quarter 2019	313	92.9%	$6,112,248	$1,627
3rd Quarter 2019	306	90.8%	$6,150,696	$1,675
2nd Quarter 2019	317	94.1%	$6,289,680	$1,653

Lease Summary - Hassalo on Eighth - Elwood
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	122	85.3%	$2,365,236	$1,616
4th Quarter 2019	118	82.5%	$2,234,496	$1,578
3rd Quarter 2019	130	90.9%	$2,454,264	$1,573
2nd Quarter 2019	125	87.4%	$2,410,944	$1,608

Total Multifamily Lease Summary
	Number of Leased Units	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Average Monthly Base Rent per Leased Unit ⁽³⁾
Quarter
1st Quarter 2020	1,964	93.0%	$49,808,604	$2,113
4th Quarter 2019	1,960	92.8%	$49,360,764	$2,099
3rd Quarter 2019	1,911	90.5%	$47,563,956	$2,074
2nd Quarter 2019	1,955	92.6%	$48,993,672	$2,088

Notes:

(1) Percentage leased for our multifamily properties includes total units rented as of each respective quarter end date.

(2) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) as of each respective quarter end date.

(3) Annualized base rent per leased unit is calculated by dividing annualized base rent, by units under lease as of each respective quarter end date.


First Quarter 2020 Supplemental Information			Page



MIXED-USE LEASING SUMMARY


As of March 31, 2020
Lease Summary - Retail Portion
	Number of Leased Square Feet	Percentage leased ⁽¹⁾	Annualized Base Rent ⁽²⁾	Annualized Base Rent per Leased Square Foot ⁽³⁾
Quarter
1st Quarter 2020	95,216	98.5%	$11,411,642	$120
4th Quarter 2019	94,701	97.9%	$11,130,250	$118
3rd Quarter 2019	94,766	98.0%	$10,773,409	$114
2nd Quarter 2019	94,934	98.2%	$11,184,771	$118

Lease Summary - Hotel Portion
	Number of Leased Units	Average Occupancy ⁽⁴⁾	Average Daily Rate ⁽⁴⁾	Annualized Revenue per Available Room ⁽⁴⁾
Quarter
1st Quarter 2020	278	75.4%	$321	$242
4th Quarter 2019	335	90.7%	$323	$293
3rd Quarter 2019	343	92.9%	$357	$332
2nd Quarter 2019	338	91.6%	$308	$282

Notes:

(1) Percentage leased for mixed-use property includes square footage under leases as of March 31, 2020, including leases which may not have commenced as of March 31, 2020.

(2) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended March 31, 2020 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.

(3) Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of March 31, 2020.

(4) Average occupancy represents the percentage of available units that were sold during the three months ended March 31, 2020, 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 each respective quarter period by the number of units sold. Revenue per available room, or RevPAR, represents the total unit revenue per total available units for each respective quarter period 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.


First Quarter 2020 Supplemental Information			Page



LEASE EXPIRATIONS


As of March 31, 2020
Assumes no exercise of lease options
	Office												Retail										Mixed-Use (Retail Portion Only)	Total
			% of		% of		Annualized		% of		% of		Annualized		% of		% of		Annualized		% of		Annualized
	Expiring		Office		Total		Base Rent	Expiring	Retail		Total		Base Rent	Expiring	Mixed-Use		Total		Base Rent	Expiring	Total		Base Rent
Year	Sq. Ft.		Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Per Sq. Ft. ⁽¹⁾
Month to Month	24,190		0.7	%	0.4	%	$8.71	19,856	0.6	%	0.3	%	$33.73	5,068	5.2	%	0.1	%	$47.98	49,114	0.7	%	$22.88
2020	87,491		2.5		1.3		$38.64	133,879	4.3		2.0		$33.58	7,943	8.2		0.1		$52.69	229,313	3.5		$36.17
2021	208,600		6.1		3.1		$42.18	187,375	6.1		2.8		$43.49	19,177	19.8		0.3		$199.30	415,152	6.3		$50.03
2022	304,496		8.8		4.6		$46.38	430,219	13.9		6.5		$31.78	6,271	6.5		0.1		$197.59	740,986	11.2		$39.18
2023	345,875		10.0		5.2		$53.30	311,669	10.1		4.7		$24.94	6,432	6.7		0.1		$78.92	663,976	10.0		$40.24
2024	188,592		5.5		2.8		$46.39	458,124	14.8		6.9		$29.23	12,886	13.3		0.2		$154.07	659,602	9.9		$36.58
2025	329,389		9.6		5.0		$37.76	252,415	8.2		3.8		$25.89	15,501	16.0		0.2		$54.57	597,305	9.0		$33.18
2026	266,149		7.7		4.0		$40.49	115,759	3.7		1.7		$28.70	—	—		—		—	381,908	5.8		$36.92
2027	183,343	⁽²⁾	5.3		2.8		$45.19	112,600	3.6		1.7		$26.28	13,118	13.6		0.2		76.80	309,061	4.7		$39.64
2028	117,868		3.4		1.8		$44.54	481,296	15.6		7.3		$14.56	8,820	9.1		0.1		$152.24	607,984	9.2		$22.37
2029	732,798	⁽³⁾⁽⁴⁾	21.3		11.0		$60.47	190,674	6.2		2.9		$20.67	—	—		—		—	923,472	13.9		$52.25
Thereafter	361,743		10.5		5.5		$35.43	219,002	7.1		3.3		$23.75	—	—		—		—	580,745	8.8		$31.03
Signed Leases Not Commenced	95,616		2.8		1.4		—	31,748	1.0		0.5		—	—	—		—		—	127,364	1.9		—
Available	197,729		5.7		3.0		—	149,034	4.8		2.2		—	1,491	1.5		—		—	348,254	5.2		—
Total ⁽⁵⁾	3,443,879		100.0	%	51.9	%	$42.85	3,093,650	100.0	%	46.6	%	$24.93	96,707	100.0	%	1.5	%	$118.00	6,634,236	100.0	%	$35.59

Assumes all lease options are exercised
	Office												Retail										Mixed-Use (Retail Portion Only)	Total
			% of		% of		Annualized		% of		% of		Annualized		% of		% of		Annualized		% of		Annualized
	Expiring		Office		Total		Base Rent	Expiring	Retail		Total		Base Rent	Expiring	Mixed-Use		Total		Base Rent	Expiring	Total		Base Rent
Year	Sq. Ft.		Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Sq. Ft.		Per Sq. Ft. ⁽¹⁾	Sq. Ft.	Sq. Ft.		Per Sq. Ft. ⁽¹⁾
Month to Month	24,190		0.7	%	0.4	%	$8.71	19,856	0.6	%	0.3	%	$33.73	5,068	5.2	%	0.1	%	$47.98	49,114	0.7	%	$22.88
2020	80,045		2.3		1.2		$38.39	111,539	3.6		1.7		$32.82	2,569	2.7		—		$22.83	194,153	2.9		$34.98
2021	117,890		3.4		1.8		$42.55	104,758	3.4		1.6		$45.23	19,177	19.8		0.3		$199.30	241,825	3.6		$56.14
2022	73,114		2.1		1.1		$46.44	99,678	3.2		1.5		$40.63	6,271	6.5		0.1		$197.59	179,063	2.7		$48.50
2023	101,289		2.9		1.5		$43.94	66,334	2.1		1.0		$36.02	6,432	6.7		0.1		$78.92	174,055	2.6		$42.21
2024	44,318		1.3		0.7		$41.30	203,698	6.6		3.1		$32.29	7,484	7.7		0.1		$206.47	255,500	3.9		$38.95
2025	76,416		2.2		1.2		$40.55	87,101	2.8		1.3		$28.30	9,317	9.6		0.1		$76.07	172,834	2.6		$36.29
2026	94,586		2.7		1.4		$39.61	42,305	1.4		0.6		$43.60	—	—		—		—	136,891	2.1		$40.84
2027	133,704		3.9		2.0		$36.65	152,203	4.9		2.3		$30.60	13,118	13.6		0.2		76.80	299,025	4.5		$35.33
2028	160,912		4.7		2.4		$44.37	195,886	6.3		3.0		$22.24	1,906	2.0		—		$203.52	358,704	5.4		$33.13
2029	147,441		4.3		2.2		$48.38	107,586	3.5		1.6		$29.73	5,402	5.6		0.1		81.47	260,429	3.9		$41.36
Thereafter	2,096,629	^(2)(3)(4)	60.9		31.6		$49.40	1,721,924	55.7		26.0		$22.36	18,472	19.1		0.3		$78.59	3,837,025	57.8		$37.41
Signed Leases Not Commenced	95,616		2.8		1.4		—	31,748	1.0		0.5		—	—	—		—		—	127,364	1.9		—
Available	197,729		5.7		3.0		—	149,034	4.8		2.2		—	1,491	1.5		—		—	348,254	5.2		—
Total ⁽⁵⁾	3,443,879		100.0	%	51.9	%	$42.85	3,093,650	100.0	%	46.6	%	$24.93	96,707	100.0	%	1.5	%	$118.00	6,634,236	100.0	%	$35.59


First Quarter 2020 Supplemental Information			Page



LEASE EXPIRATIONS (CONTINUED)

As of March 31, 2020

Notes:

(1) Annualized base rent per leased square foot is calculated by dividing (i) annualized base rent for leases expiring during the applicable period, by (ii) square footage under such expiring leases. Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents (before abatements)) for the month ended March 31, 2020 for the leases expiring during the applicable period by (ii) 12 months.

(2) The expirations include 24,227 square feet leased by several tenants at La Jolla Commons through June 30, 2020, for which an S&P 500 member has signed an agreement to lease such space beginning July 1, 2020 through October 31, 2027 with options to extend the lease through October 31, 2032.

(3) The expirations include 18,244 square feet leased by Alibaba Group (U.S.) Inc. at City Center Bellevue through October 31, 2020, for which Smartsheet, Inc. has an agreement to lease such space beginning March 1, 2021 through April 30, 2029 with options to extend the lease through April 30, 2034.

(4) The expirations include 32,304 square feet leased by GE Healthcare at City Center Bellevue through December 31, 2021, for which Smartsheet, Inc. has signed an agreement to lease such space beginning May 1, 2022 through April 30, 2029 with options to extend the lease through April 30, 2034.

(5) Individual items may not add up to total due to rounding.


First Quarter 2020 Supplemental Information			Page



PORTFOLIO LEASED STATISTICS


	At March 31, 2020								At March 31, 2019
Type	Size	Leased ⁽¹⁾		Leased %		Size	Leased ⁽¹⁾		Leased %
Overall Portfolio ⁽²⁾ Statistics
Office Properties (square feet)	3,443,879	3,246,150		94.3	%	2,656,486	2,451,794		92.3	%
Retail Properties (square feet)	3,093,650	2,944,616		95.2	%	3,093,581	3,004,957		97.1	%
Multifamily Properties (units)	2,112	1,964		93.0	%	2,112	1,983		93.9	%
Mixed-Use Properties (square feet)	96,707	95,216		98.5	%	96,707	94,934		98.2	%
Mixed-Use Properties (units)	369	278	⁽³⁾	75.4	%	369	339	⁽³⁾	91.8	%

Same-Store ⁽²⁾ Statistics
Office Properties (square feet) ⁽⁴⁾	2,622,320	2,510,816		95.7	%	2,558,872	2,354,180		92.0	%
Retail Properties (square feet) ⁽⁵⁾	2,675,603	2,526,569		94.4	%	2,675,534	2,586,910		96.7	%
Multifamily Properties (units)	2,112	1,964		93.0	%	2,112	1,983		93.9	%

Notes:

(1) Leased square feet includes square feet under lease as of each date, including leases which may not have commenced as of that date. Leased units for our multifamily properties include total units rented as of that date.

(2) See Glossary of Terms.

(3) Represents average occupancy for the three months ended March 31, 2020 and 2019.

(4) The same-store portfolio includes the 830 building at Lloyd District Portfolio which was placed into operations on August 1, 2019. The same-store portfolio excludes La Jolla Commons, which was acquired on June 20, 2019 and One Beach Street due to significant redevelopment activity.

(5) The same-store portfolio excludes Waikele Center due to significant redevelopment activity.


First Quarter 2020 Supplemental Information			Page



TOP TENANTS - OFFICE


As of March 31, 2020
	Tenant	Property	Lease Expiration	Total Leased Square Feet	Rentable Square Feet as a Percentage of Total Office		Rentable Square Feet as a Percentage of Total		Annualized Base Rent			Annualized Base Rent as a Percentage of Total Office			Annualized Base Rent as a Percentage of Total
1	Google LLC	The Landmark at One Market	12/31/2029	253,198	7.4	%	3.8	%	$	24,178,824		16.4		%	10.2	%
2	LPL Holdings, Inc.	La Jolla Commons	4/30/2020 4/30/2029	426,125	12.4		6.4		17,562,831			11.9			7.4
3	Autodesk, Inc.	The Landmark at One Market	12/31/2022 12/31/2023	138,615	4.0		2.1		12,273,512			8.3			5.2
4	VMware, Inc.	City Center Bellevue	11/30/2022 5/31/2025 7/31/2027 9/30/2027	109,807	3.2		1.7		4,434,807			3.0			1.9
5	Smartsheet, Inc.	City Center Bellevue	12/31/2026 4/30/2029	73,669	2.1		1.1		3,517,695			2.4			1.5
6	Veterans Benefits Administration	First & Main	8/31/2020 8/31/2030	93,572	2.7		1.4		3,006,453			2.0			1.3
7	Clearesult Operating, LLC	First & Main	4/30/2025	101,848	3.0		1.5		2,877,062			1.9			1.2
8	Illumina, Inc.	La Jolla Commons	10/31/2027	48,784	1.4		0.7		2,868,499			1.9			1.2
9	State of Oregon: Department of Environmental Quality	Lloyd District Portfolio	10/31/2031	87,787	2.5		1.3		2,685,963			1.8			1.1
10	Treasury Call Center	First & Main	8/31/2030	63,648	1.8		1.0		2,184,302			1.5			0.9
	Top 10 Office Tenants Total				1,397,053		40.5	%	21.0		%	$	75,589,948		51.1	%	31.9	%


First Quarter 2020 Supplemental Information			Page



TOP TENANTS - RETAIL


As of March 31, 2020
	Tenant	Property(ies)	Lease Expiration	Total Leased Square Feet	Rentable Square Feet as a Percentage of Total Retail		Rentable Square Feet as a Percentage of Total		Annualized Base Rent			Annualized Base Rent as a Percentage of Total Retail			Annualized Base Rent as a Percentage of Total
1	Lowe's	Waikele Center	5/31/2028	155,000	5.0	%	2.3	%	$	3,720,000		4.8		%	1.6	%
2	Nordstrom Rack	Carmel Mountain Plaza, Alamo Quarry Market	9/30/2022 10/31/2022	69,047	2.2		1.0		2,189,648			2.8			0.9
3	Sprouts Farmers Market	Solana Beach Towne Centre, Carmel Mountain Plaza, Geary Marketplace	6/30/2024 3/31/2025 9/30/2032	71,431	2.3		1.1		2,044,771			2.7			0.9
4	Marshalls	Solana Beach Towne Centre, Carmel Mountain Plaza	1/31/2025 1/31/2029	68,055	2.2		1.0		1,728,228			2.2			0.7
5	Vons	Lomas Santa Fe Plaza	12/31/2022	49,895	1.6		0.8		1,399,205			1.8			0.6
6	Old Navy	South Bay Marketplace, Alamo Quarry Market, Waikele Center	4/30/2021 9/30/2022 7/31/2030	59,780	1.9		0.9		*			*			*
7	At Home Stores	Carmel Mountain Plaza	7/31/2029	107,870	3.5		1.6		1,384,552			1.8			0.6
8	Regal Cinemas	Alamo Quarry Market	3/31/2023	72,447	2.3		1.1		1,231,599			1.6			0.5
9	Safeway	Waikele Center	1/31/2040	50,050	1.6		0.8		1,201,200			1.6			0.5
10	Michaels	Carmel Mountain Plaza Alamo Quarry Market	1/31/2024 2/29/2028	46,850	1.5		0.7		1,072,635			1.4			0.5
	Top 10 Retail Tenants Total				750,425		24.1	%	11.3		%	$	15,971,838		20.7	%	6.8	%


*			Data withheld at tenant's request.


First Quarter 2020 Supplemental Information			Page

APPENDIX


First Quarter 2020 Supplemental Information			Page



GLOSSARY OF TERMS

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA): EBITDA is a non-GAAP measure that means net income or loss plus depreciation and amortization, net interest expense, income taxes, gain or loss on sale of real estate and impairments of real estate, if any. EBITDA is presented because it approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of net income to EBITDA for the three months ended March 31, 2020 and 2019 is as follows:


	Three Months Ended
	March 31,
	2020		2019
Net income	$	15,484	$	15,243
Depreciation and amortization	27,462		20,583
Interest expense	13,472		13,349
Interest income	(312)		(7)
Income tax expense	206		236

EBITDA	$	56,312	$	49,404

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP measure that begins with EBITDA and includes adjustments for certain items that we believe are not representative of ongoing operating performance. Specifically, we include a pro forma adjustment to reflect a full period of NOI on the operating properties we acquire during the quarter, to assume all transactions occurred at the beginning of the quarter. We use Adjusted EBITDA as a supplemental performance measure because we believe these items create significant earnings volatility which in turn results in less comparability between reporting periods and less predictability regarding future earnings potential.


	Three Months Ended
	March 31,
	2020		2019
EBITDA	$	56,312	$	49,404
Pro forma adjustments	—		—

Adjusted EBITDA	$	56,312	$	49,404

Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (EBITDA re ): EBITDA re is a supplemental non-GAAP measure of real estate companies' operating performances. The National Association of Real Estate Investment Trusts (NAREIT) defines EBITDA re as follows: net income or loss, computed in accordance with GAAP plus depreciation and amortization, net interest expense, income taxes, gain or loss on sale of real estate including gain or loss on change of control, impairments of real estate, and adjustments to reflect the entity's share of EBITDA re of unconsolidated affiliates, if any. EBITDA re is presented because it approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of net income to EBITDA re for the three months ended March 31, 2020 and 2019 is as follows:


	Three Months Ended
	March 31,
	2020		2019
Net income	$	15,484	$	15,243
Depreciation and amortization	27,462		20,583
Interest expense	13,472		13,349
Interest income	(312)		(7)
Income tax expense	206		236

EBITDA re	$	56,312	$	49,404


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GLOSSARY OF TERMS (CONTINUED)

Funds From Operations (FFO): FFO is a supplemental measure of real estate companies' operating performances. The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as follows: net income, computed in accordance with GAAP plus depreciation and amortization of real estate assets and excluding extraordinary items, gains and losses on sale of real estate and impairment losses. NAREIT developed FFO as a relative measure of performance and liquidity of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP. However, FFO does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); should not be considered an alternative to net income as an indication of our performance; and is not necessarily indicative of cash flow as a measure of liquidity or ability to pay dividends. We consider FFO a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

Funds Available for Distribution (FAD): FAD is a supplemental measure of our liquidity. We compute FAD by subtracting from FFO As Adjusted tenant improvements, leasing commissions and maintenance capital expenditures, eliminating the net effect of straight-line rents, amortization of above (below) market rents for acquisition properties, the effects of other lease intangibles, adding noncash amortization of deferred financing costs and debt fair value adjustments, adding noncash compensation expense, and adding (subtracting) unrealized losses (gains) on marketable securities. FAD provides an additional perspective on our ability to fund cash needs and make distributions by adjusting FFO for the impact of certain cash and noncash items, as well as adjusting FFO for recurring capital expenditures and leasing costs. However, other REITs may use different methodologies for calculating FAD and, accordingly, our FAD may not be comparable to other REITs.

Net Operating Income (NOI): 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 nonproperty 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. Since NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expenses, other nonproperty income and losses, gains and losses from property dispositions, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. However, NOI should not be viewed as an alternative measure of our financial performance since it does not reflect general and administrative expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations.


	Three Months Ended
	March 31,
Reconciliation of NOI to net income	2020		2019
Total NOI	$	63,130	$	55,477
General and administrative	(6,820)		(6,073)
Depreciation and amortization	(27,462)		(20,583)
Operating Income	$	28,848	$	28,821
Interest expense	(13,472)		(13,349)

Other income (expense), net	108		(229)





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

Overall Portfolio: Includes all operating properties owned by us as of March 31, 2020.

Cash NOI: We define cash 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), adjusted for non-cash revenue and operating expense items such as straight-line rent, amortization of lease intangibles, amortization of lease incentives and other adjustments. Cash NOI also excludes general and administrative expenses, depreciation and amortization, interest expense, other non-property income and losses, acquisition-related expense, gains and losses from property dispositions, extraordinary items, tenant improvements, and leasing commissions. Other REITs may use different methodologies for calculating cash NOI, and accordingly, our cash NOI may not be comparable to the cash NOIs of other REITs. We believe cash NOI provides useful information to investors regarding the company's financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the company's properties as this measure is not affected by (1) the non-cash revenue and expense recognition items, (2) the cost of funds of the property owner, (3) 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 (4) general and administrative expenses and other gains and losses that are specific to the property owner. We believe the exclusion of these items from net (loss) income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the company's properties as well as trends in occupancy rates, rental rates and operating costs. Cash NOI is


First Quarter 2020 Supplemental Information			Page



GLOSSARY OF TERMS (CONTINUED)

a measure of the operating performance of the company's properties but does not measure the company's performance as a whole. Cash NOI is therefore not a substitute for net income as computed in accordance with GAAP. A Reconciliation of Total Cash NOI to Operating Income is presented below:


	Three Months Ended
	March 31,
Reconciliation of Total Cash NOI to Net Income	2020		2019
Total Cash NOI	$	59,489	$	50,028
Non-cash revenue and other operating expenses ⁽¹⁾	3,641		5,449
General and administrative	(6,820)		(6,073)
Depreciation and amortization	(27,462)		(20,583)
Operating income	$	28,848	$	28,821
Interest expense	(13,472)		(13,349)

Other income (expense), net	108		(229)
Net income	$	15,484	$	15,243

(1) Represents adjustments related to the straight-line rent income recognized during the period offset by cash received during the period and the provision for bad debts recorded for deferred rent receivable balances; the amortization of above (below) market rents, the amortization of lease incentives paid to tenants, the amortization of other lease intangibles, lease termination fees at Carmel Mountain Plaza, and straight-line rent expense for our leases of the Annex at The Landmark at One Market.

Same-Store Cash NOI Comparison with Redevelopment: As noted below in the definition of Same-Store, Non-Same Store and Redevelopment Same-Store, 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. Redevelopment same-store is considered by management to be an important measure because it assists in eliminating disparities due to the redevelopment 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. We present Same-Store Cash NOI Comparison with Redevelopment using cash NOI to evaluate and compare the operating performance of the company's properties, as defined above. A reconciliation of Same-Store Cash NOI Comparison with Redevelopment on a cash basis to operating income is presented below:


	Three Months Ended ⁽¹⁾
	March 31,
Reconciliation of Same-Store Cash NOI Comparison with Redevelopment to Operating Income	2020		2019
Same-Store Cash NOI	$	43,510	$	40,078
Redevelopment Cash NOI ⁽²⁾	2,587		3,057
Same-Store Cash NOI with Redevelopment	46,097		43,135
Tenant improvement reimbursements	2,796		991
Total Same-Store Cash NOI with Redevelopment	$	48,893	$	44,126
Non-Same Store Cash NOI	10,596		5,902
Total Cash NOI	$	59,489	$	50,028
Non-cash revenue and other operating expenses ⁽³⁾	3,641		5,449
General and administrative	(6,820)		(6,073)
Depreciation and amortization	(27,462)		(20,583)
Operating income	$	28,848	$	28,821
Interest expense	(13,472)		(13,349)

Other income (expense), net	108		(229)
Net income	$	15,484	$	15,243

(1) Same-store excludes (i) Waikele Center, due to significant redevelopment activity; (ii) La Jolla Commons, which was acquired on June 20, 2019; (iii) Waikiki Beach Walk - Embassy Suites™ and Waikiki Beach Walk - Retail, due to significant spalling repair activity; and (iv) land held for development.

(2) Redevelopment property refers to Waikele Center and Lloyd District Portfolio - Land.


First Quarter 2020 Supplemental Information			Page



GLOSSARY OF TERMS (CONTINUED)


First Quarter 2020 Supplemental Information			Page



GLOSSARY OF TERMS (CONTINUED)

Same-Store Portfolio, Non-Same Store Portfolio and Redevelopment Same-Store: 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. The following table shows the properties included in the same-store, non-same store and redevelopment same-store portfolio for the comparative periods presented.

Comparison of Three Months Ended

March 31, 2020 to 2019

Same-Store

Non Same-Store

Redevelopment Same-Store

Office Properties

La Jolla Commons

Torrey Reserve Campus

Torrey Point

Solana Crossing (formerly Solana Beach Corporate Centre)

The Landmark at One Market

One Beach Street

First & Main

Lloyd District Portfolio ⁽¹⁾

City Center Bellevue

Retail Properties

Carmel Country Plaza

Carmel Mountain Plaza

South Bay Marketplace

Gateway Marketplace

Lomas Santa Fe Plaza

Solana Beach Towne Centre

Del Monte Center

Geary Marketplace

The Shops at Kalakaua

Waikele Center

Alamo Quarry Market

Hassalo on Eighth - Retail

Multifamily Properties

Loma Palisades

Imperial Beach Gardens

Mariner's Point

Santa Fe Park RV Resort

Pacific Ridge Apartments

Hassalo on Eighth

Mixed-Use Properties

Waikiki Beach Walk - Retail

Waikiki Beach Walk - Embassy Suites™

Development Properties

La Jolla Commons - Land

Solana Crossing - Land

Lloyd District Portfolio - Land


First Quarter 2020 Supplemental Information			Page



GLOSSARY OF TERMS (CONTINUED)

(1) Lloyd District Portfolio includes the 830 building which we placed into operations on August 1, 2019 after renovating the building.

Tenant Improvements and Incentives: Represents not only the total dollars committed for the improvement (fit-out) of a space as it relates to a specific lease but may also include base building costs (i.e. expansion, escalators, new entrances, etc.) 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.


First Quarter 2020 Supplemental Information			Page