Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.28M
7: EX-4.3 Description of Securities HTML 78K
8: EX-10.5 Form of American Assets Trust, Inc. Restricted HTML 116K
Stock Award
9: EX-21.1 List of Subsidiaries HTML 46K
10: EX-22.1 Subsidiary Guarantors and Issuers of Guaranteed HTML 32K
Securities
11: EX-23.1 Consent of Ernst & Young LLP for Inc HTML 34K
12: EX-23.2 Consent of Ernst & Young LLP for Lp HTML 33K
19: EX-97 Clawback Policy re: Recovery of Erroneously HTML 47K Awarded Compensation
13: EX-31.1 Certification of Chief Executive Officer for Inc HTML 37K
14: EX-31.2 Certification of Chief Executive Officer for Lp HTML 37K
15: EX-31.3 Certification of Chief Financial Officer for Inc HTML 37K
16: EX-31.4 Certification of Chief Financial Officer for Lp HTML 37K
17: EX-32.1 Certification of Chief Executive Officer and Chief HTML 34K
Financial Officer for Inc
18: EX-32.2 Certification of Chief Executive Officer and Chief HTML 34K
Financial Officer for Lp
20: R1 Cover Page HTML 108K
21: R2 Audit Information HTML 41K
22: R3 Consolidated Balance Sheets HTML 137K
23: R4 Consolidated Balance Sheets (Parenthetical) HTML 43K
24: R5 Consolidated Statements of Comprehensive Income HTML 136K
25: R6 Consolidated Statements of Equity HTML 116K
26: R7 Consolidated Statements of Cash Flows HTML 126K
27: R8 Consolidated Balance Sheets - LP HTML 119K
28: R9 Consolidated Balance Sheets - LP (Parenthetical) HTML 41K
29: R10 Consolidated Statements of Comprehensive Income - HTML 157K
LP
30: R11 Consolidated Statements of Partners' Capital - LP HTML 95K
31: R12 Consolidated Statements of Cash Flows - LP HTML 143K
32: R13 Summary of Significant Accounting Policies HTML 104K
33: R14 Real Estate HTML 100K
34: R15 Acquired In-Place Leases and Above/Below Market HTML 70K
Leases
35: R16 Fair Value of Financial Instruments HTML 77K
36: R17 Other Assets HTML 48K
37: R18 Other Liabilities and Deferred Credits HTML 47K
38: R19 Debt HTML 107K
39: R20 Derivative and Hedging Activities HTML 52K
40: R21 Partners' Capital of American Assets Trust, L.P. HTML 38K
41: R22 Equity of American Assets Trust, Inc. HTML 128K
42: R23 Income Taxes HTML 51K
43: R24 Commitments and Contingencies HTML 46K
44: R25 Leases HTML 96K
45: R26 Components of Rental Income and Expense HTML 66K
46: R27 Other (Expense) Income HTML 46K
47: R28 Related Party Transactions HTML 42K
48: R29 Segment Reporting HTML 106K
49: R30 Quarterly Financial Information (Unaudited) HTML 104K
50: R31 Subsequent Events HTML 36K
51: R32 SCHEDULE III-Consolidated Real Estate and HTML 244K
Accumulated Depreciation
52: R33 Pay vs Performance Disclosure HTML 46K
53: R34 Insider Trading Arrangements HTML 39K
54: R35 Summary of Significant Accounting Policies HTML 133K
(Policies)
55: R36 Summary of Significant Accounting Policies HTML 118K
(Tables)
56: R37 Real Estate (Tables) HTML 113K
57: R38 Acquired In-Place Leases and Above/Below Market HTML 72K
Leases (Tables)
58: R39 Fair Value of Financial Instruments (Tables) HTML 73K
59: R40 Other Assets (Tables) HTML 48K
60: R41 Other Liabilities and Deferred Credits (Tables) HTML 46K
61: R42 Debt (Tables) HTML 86K
62: R43 Derivative and Hedging Activities (Tables) HTML 47K
63: R44 Equity of American Assets Trust, Inc. (Tables) HTML 124K
64: R45 Income Taxes (Tables) HTML 48K
65: R46 Leases (Tables) HTML 62K
66: R47 Components of Rental Income and Expense (Tables) HTML 67K
67: R48 Other (Expense) Income (Tables) HTML 45K
68: R49 Segment Reporting (Tables) HTML 103K
69: R50 Quarterly Financial Information (Unaudited) HTML 104K
(Tables)
70: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 91K
Narrative (Details)
71: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 49K
Supplemental Disclosures Related to Consolidated
Statements of Cash Flows (Details)
72: R53 REAL ESTATE - Narrative (Details) HTML 52K
73: R54 REAL ESTATE - Summary of Real Estate Investments HTML 71K
(Details)
74: R55 REAL ESTATE - Purchase Price Allocation (Details) HTML 79K
75: R56 REAL ESTATE - Operating Results for Acquisition HTML 67K
(Details)
76: R57 ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET HTML 52K
LEASES - Acquired Lease Intangibles and Leasing
Costs Included in Other Assets and Other
Liabilities and Deferred Credits (Details)
77: R58 ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET HTML 49K
LEASES - Narrative (Details)
78: R59 ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET HTML 45K
LEASES - Increases (Decreases) in Net Income as
Result of Amortization of In-Place Leases Above
Market Leases and Below Market Leases (Details)
79: R60 ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET HTML 72K
LEASES - Amortization for Acquired In-Place Leases
During Next Five Years and Thereafter Assuming No
Early Lease Terminations (Details)
80: R61 FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial HTML 50K
Liabilities Fair Value Measurement on a Recurring
Basis (Details)
81: R62 FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative HTML 40K
(Details)
82: R63 FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying HTML 55K
Amount and Fair Value of Financial Instruments
(Details)
83: R64 Other Assets (Details) HTML 83K
84: R65 Other Liabilities and Deferred Credits (Details) HTML 62K
85: R66 DEBT - Narrative (Details) HTML 242K
86: R67 DEBT - Summary of Total Secured Notes Payable HTML 59K
Outstanding (Details)
87: R68 DEBT - Summary of Total Unsecured Notes Payable HTML 165K
Outstanding (Details)
88: R69 DEBT - Scheduled Principal Payments on Notes HTML 54K
Payable (Details)
89: R70 DERIVATIVE AND HEDGING ACTIVITIES - Summary of HTML 52K
Interest Rate Swap Terms (Details)
90: R71 DERIVATIVE AND HEDGING ACTIVITIES - Narrative HTML 60K
(Details)
91: R72 Partners' Capital of American Assets Trust, L.P. HTML 47K
(Details)
92: R73 EQUITY OF AMERICAN ASSETS TRUST, INC. - Narrative HTML 89K
(Details)
93: R74 EQUITY OF AMERICAN ASSETS TRUST, INC. - Dividends HTML 37K
Declared and Paid on Shares of Common Stock and
Noncontrolling Common Units (Details)
94: R75 EQUITY OF AMERICAN ASSETS TRUST, INC. - Summary of HTML 52K
Income Tax Status of Dividends Per Share Paid
(Details)
95: R76 EQUITY OF AMERICAN ASSETS TRUST, INC. - Restricted HTML 63K
Common Stock Issued (Details)
96: R77 EQUITY OF AMERICAN ASSETS TRUST, INC. - Summary of HTML 58K
Activity of Restricted Stock Awards (Details)
97: R78 EQUITY OF AMERICAN ASSETS TRUST, INC. - HTML 92K
Computation of Basic and Diluted EPS (Details)
98: R79 INCOME TAXES - Narrative (Details) HTML 38K
99: R80 INCOME TAXES - Income Tax Provision Included in HTML 50K
Other Income Expense on Consolidated Statement of
Operations (Details)
100: R81 COMMITMENTS AND CONTINGENCIES - Narrative HTML 121K
(Details)
101: R82 LEASES - Narrative (Details) HTML 57K
102: R83 LEASES - Minimum Future Rentals from Noncancelable HTML 48K
Operating Leases (Details)
103: R84 LEASES - Current Annual Payment Under Operating HTML 52K
Leases (Details)
104: R85 LEASES - Lease Costs & Additional Lease HTML 44K
Information (Details)
105: R86 LEASES - Supplemental Lease Information (Details) HTML 35K
106: R87 COMPONENTS OF RENTAL INCOME AND EXPENSE - HTML 37K
Narrative (Details)
107: R88 COMPONENTS OF RENTAL INCOME AND EXPENSE - HTML 55K
Component of Rental Income (Details)
108: R89 COMPONENTS OF RENTAL INCOME AND EXPENSE - HTML 50K
Components of Rental Expenses (Details)
109: R90 Other (Expense) Income (Details) HTML 43K
110: R91 Other (EXPENSE) INCOME - Narrative (Details) HTML 35K
111: R92 Related Party Transactions (Details) HTML 68K
112: R93 Segment Reporting (Details) HTML 37K
113: R94 Segment Reporting - Operating Activity Within HTML 68K
Reportable Segments (Details)
114: R95 SEGMENT REPORTING - Reconciliation of Segment HTML 78K
Profit to Net Income Attributable to Stockholders
(Details)
115: R96 SEGMENT REPORTING - Net Real Estate and Secured HTML 57K
Note Payable Balances for Each Segment (Details)
116: R97 Quarterly Financial Information (UNAUDITED) - HTML 99K
Selected Quarterly Information (Details)
117: R98 Subsequent Events (Details) HTML 41K
118: R99 SCHEDULE III-Consolidated Real Estate and HTML 293K
Accumulated Depreciation (Details)
119: R100 SCHEDULE III-Consolidated Real Estate and HTML 56K
Accumulated Depreciation Rollforward (Details)
121: XML IDEA XML File -- Filing Summary XML 220K
124: XML XBRL Instance -- aat-20231231_htm XML 3.47M
120: EXCEL IDEA Workbook of Financial Report Info XLSX 270K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
American Assets Trust, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of July 20, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
1.Persons
Subject to Policy
This Policy shall apply to current and former Officers of the Company.
2. Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
3. Recovery of Compensation
In
the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4. Manner
of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount
of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5. Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and
construe this Policy in accordance with applicable
law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
6. Interpretation
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable
Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7. No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8. Application; Enforceability
Except as otherwise determined by the Committee
or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
9. Severability
The provisions in this Policy are intended to be applied to the fullest extent of
the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10. Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
11. Definitions
“Applicable
Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and
Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously
Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country
counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that
compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year
Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
Dates Referenced Herein and Documents Incorporated by Reference
