Good day, ladies and gentlemen and welcome to the American Assets Trust Incorporated Fourth Quarter and Year End 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. As a reminder, this conference call is being recorded. I would now like to hand the floor over to Adam Wyll, Senior Vice President and General Counsel. Please go ahead sir.

Good morning. I’d like to thank everyone for joining us today for American Assets Trust 2016 fourth quarter earnings conference call. Joining me on the call are Ernest Rady and Bob Barton. These and other members of our management team are available to take your questions at the conclusion of our prepared remarks. Our 2016 fourth quarter supplemental disclosure package provides a significant amount of valuable information with respect to the company’s operating and financial performance. The document is currently available on our website. Certain matters discussed on this call may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any annualized or projected information as well as statements referring to expected or anticipated events or results. Although, we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, our future operations and our actual performance may differ materially from the information contained in our forward-looking statements and we can give no assurance that these expectations will be attained. Risks inherent in these assumptions include, but are not limited to future economic conditions, including interest rates, real estate conditions and the risks in cost of construction. The earnings release and supplemental reporting package that we issued yesterday and our Annual Report filed on Form 10-K and our other financial disclosure documents, provide a more in-depth discussion of risk factors that may affect our financial conditions and results of operations. Additionally, this call will contain non-GAAP financial information, including funds from operations or FFO, Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA, and Net Operating Income or NOI. American Assets is providing this information as a supplement to information prepared in accordance with Generally Accepted Accounting Principles. Explanations of such non-GAAP items and reconciliations to net income are contained in the company’s supplemental, operating and financial data for the fourth quarter of 2016, furnished to the Securities and Exchange Commission, and this information is available on the company’s website at www.americanassetstrust.com. I’ll now turn the call over to our Chairman, President and CEO, Ernest Rady to begin our discussion of fourth quarter results. Ernest?

Thanks Adam and good morning everybody and welcome. Thank you for joining American Assets Trust fourth quarter 2016 earnings call. Our focus in 2017 continues to be in the growth of the net asset value for our shareholders which we believe will result in increasing cash flow and dividends paid out to our stockholders. We are very pleased with our FFO growth that increased 5% for the year ended December 31, 2016. Our same store cash NOI also increased 5% for the year ended December 31, 2016. We believe that 2017 will be a year of repositioning investment and growth. Specifically we have three projects that we look to enhance and reposition. The first project being our Torrey Plaza building at Torrey Reserve in San Diego where a 70,000 square foot tenant has expired and the tenant has vacated as expected. As a result we look to renovate Torrey Plaza over the next eight months to a new light, bright, energetic workplace that will be well positioned for the current marketplace in terms of finishes, style and amenities and that we believe will therefore support higher rental rates. The second project is Oregon Square which consists of four city blocks. In one block we are in the active lease negotiations with a full building tenant for one of our existing buildings. Another city block -- we are one of two or three finalists to develop a build to suit building for an investment grade credit tenant and the remaining two blocks we continue to work create the highest and best use for the remaining two city blocks in Oregon Square having recently obtained our entitlements in such regard at a most recent design review hearing. The third project is our Waikele regional shopping center in Oahu, Hawaii. Kmart has gone…

Good morning and thank you Ernest. Last night we reported fourth quarter 2016 FFO at $0.48 per share. Net income attributable to common stockholders was $0.19 per share for the fourth quarter. The company’s Board of Directors has declared a dividend on its common stock of $0.26 per share for the quarterly period ending March 31, 2017. The dividend will be paid on March 30, 2016 to stockholders of record on March 16, 2016. Our retail portfolio ended the quarter at 96.6% leased, combined with the highest annualized based rents amongst our peers. On a year-over-year basis, our retail occupancy was down approximately 200 basis points from the fourth quarter of 2015 leaving approximately 104,000 square feet vacant in our 3 million plus square foot retail portfolio. The increase in retail vacancy is primarily attributed to The Sports Authority bankruptcy and rejection of its lease at our Waikele property which consisted of approximately 50,000 square feet. During the trailing four quarters, 76 retail leases were signed representing approximately 289,000 square feet or 9% of our total retail portfolio. Of these leases signed, 66 leases consisting of approximately 259,000 square feet were for spaces previously leased. On a comparable basis the annual cash basis rent increased 6.6% over the prior leases. Our office portfolio ended the quarter at approximately 90.1% leased, down approximately 230 basis points on a year-over-year basis primarily due to the planned winding down of approximately 121,000 square feet of leases at Oregon Square located in Phase Two of our Lloyd District Portfolio to accommodate future plan development. During trailing four quarters, 68 new office leases were signed representing approximately 282,000 square feet or 11% of our total office portfolio. Of these leases signed during the year 50 leases consisting of approximately 217,000 square feet were for spaces…

[Operator Instructions] Our first question comes from the line of Todd Thomas from KeyBanc.

Good morning. Hi, this is Drew on for Todd today. Just a quick question on Waikele Center now that you have the LOI with the national grocer. Would be curious if you have any insight about rents on that space and then how you are thinking about positioning the rest of the center moving forward given Kmart and then as well as, I believe, Lowe's lease expires in mid-‘18? So just curious on how you are thinking about the center more broadly. Thanks.

Hey Drew, what we're going to do is we're going to have Chris who oversees that center from a leasing standpoint, give you an update on that. But the whole thing is in process. So any definitive comment is not possible but there's lots of interest. And Chris, would you take it from there?

Yes, hi Drew. So on the LOI with a national grocer I can't go into any details with that but we're working our way through it and that we should push through the process and hopefully get that thing wrapped up in short order. On Lowe's we're in the process of working out a renewal with them, it’s been going on so that they're not going anywhere from the site. And then on Kmart where everybody's always gotten very antsy, from our standpoint Kmart was always in the nice way I can say a lesser tenant in the center and so you come along these opportunities you're going to have to pull that tenant out and the redevelop the building get some more active and relevant tenants in there. So we’ve got a lot of interest, it’s just going to take a while to get everybody in their proper seat and then put it a new look on to the center. So I hope that answers your question.

Drew, from my perspective -- it's Ernest -- the absence of Kmart is a plus, the interest of these other tenants takes this center from one level of excellence to a higher level of excellence. So we're not just pleased with the fact that Kmart has given us the opportunity to reposition that center in a more effective way for the long term.

That's very helpful, guys. Just another quick one. You mentioned acquisitions in your prepared remarks. Just curious, the $100 million of cash that you plan to have on the balance sheet at the end of the quarter, is that kind of the right amount of acquisitions we should be thinking about for 2017? And is there any timing or is there anything on the plate right now that you guys are interested in? Any color there would be really great. Thank you.

Drew, we've seen -- we see, thanks to the Internet and the fact that we have a presence in our marketplace, almost every deal that does come to market and we're starting to take a look at them. There has been an easing in the acquisition further over the last little while with rising interest rates. So we haven't got anything tied up but we have a number of significant opportunities that we're looking at and as soon as we do have in place, we’ll certainly share that with all our stockholders.

Thank you. And our next question comes from the line of Michael Carroll from RBC Capital Markets.

Yes, thanks. Kind of just off the last question, what type of deals are you thinking about pursuing? Are these just going to be stabilized assets or development opportunities?

Well, we’re prepared to look at both, obviously on a short term point of view, we're better off to buy stabilized assets but the stabilized assets have to present a return that is a positive for our stockholders. If we see development opportunities that we can add more NAV for our stockholders we’d certainly consider that too. But we're certainly open to every opportunity and as Bob has pointed out on prior comments that over the last six years since we've been public we've increased our NAV by 16% a year, including paying dividends. And we'd like to try and as least continue that those results. So we're looking, we’ll do the best we can, we have no history of making deals that don't -- one of these days we probably will but I don't see it right now, we think there's opportunities that were not available over the last couple of years when the marketplace was so heated that we just couldn't compete on a basis that would be accretive for our stockholders.

And should we think about these deals being in your existing markets or are there other markets you are looking at too?

In our existing markets, coastal West Coast. That's where we're going to stay. We're not -- we have no plans at the moment to go into additional markets other than those we’re already in, so think coastal West Coast. Coastal West Coast as I said on many occasions is the best way I believe to create wealth for our stockholders in real estate because people want to live in the coastal West Coast and the entitlements are very difficult to come by. That strategy has worked well for us and we continue to pursue it.

Okay, great. And then my final question is, can you give us some color on the timeframe of breaking ground on the next phase in Portland? What do you want to see before you are willing to start new projects over there?

Well, we can't give you the timeframe right now but we are proceeding on the apartment part of it to create -- to head towards the working drawings. That's probably if we were to break ground a couple years out the lease negotiations with the tenants are in process. And there are factors that are beyond their control but needless to say as soon as we can we want to convert that virtually now vacant property into income producing and we'll try and do that as quickly as we can.

Thank you. And our next question comes from the line of Craig Schimdt from Bank of America.

Hey, thanks. Looking at Torrey Point I see it stabilizes in 2018, but when do you think you will start to get rent paying tenants into that building?

We're not -- we don't really know but it's a great project. We've got lots of interest. As Jim will point out this is -- the market in San Diego is not a pre-lease market, people want to see it finished and then we've been held up by the rains. So Jim, do you want to comment on that?

Well, I really wouldn’t fathom a guess on when the first tenant would move in. My goal is to have somebody in there first tenant by the end of the year. But in terms of the quantity square footage and an exact timing I really couldn’t put a finger on it, Craig.

Craig, we’ve got a lot of activity and showings that Jim has brought tenants by the brokers and so there's a lot of interest but as Ernest says that we need to get that finished which we're very close to doing. For guidance perspective we've left at zero income coming in, in’17.

It's a magnificent property with a fantastic freeway exposure and fantastic views over the over a nature preserve and towards the ocean. So there's nothing to matter with the property. We just have to get the leases signed. When it finishes first and get the leases signed. So we are working out as quickly as we can, Craig and thanks for the question.

Okay and then what is -- just on the redevelopment, development pipeline, roughly what's the stabilized period for those four projects?

You meant on Oregon Square?

Yes.

We're just in the process now of finalizing first of all the architectural plans and the planning for the product -- the product that we're going to put in there, so the tenants that we're negotiating, that we don't have any control about when they're going to step up to the plate. So all I can tell you is, though, that we're working on it as thoroughly and completely as we can and it’s out of our control. But it's great property in a great location. We have lots of interest. Hassalo -- first phase of Hassalo has won six architectural prizes. So it's good product, we’re very happy with it but we don't control the timing.

Craig, if you tour that property which I think you have is that the location really is a great location. On one side you've got the state of Oregon, on the other side you've got the Bonneville Power dam authority and you've got Kaiser headquarters for the Northwest up there. You've got 11,000 people a day working in there. I mean it's the place to be on the inner east side. And so as Ernest says we're doing everything we can to get that thing move in and we're one of three finalists on a build to suit building there. And so it's a great property, great location.

We’re happy to have it.

Okay and then just one last question. Just what are your expectations for tenant improvements and maintenance CapEx for the office space in 2017 over 2016? Will it be at the same rate as 2016 or could that increase?

It should be about the same rate as 2016. On our Q3 call I think we put in our guidance to expect approximately $37 million for operational CapEx across the board.

Thank you and our next question comes from the line of Haendel St. Juste from Mizuho.

Good morning out there, gentlemen. So I guess a question for you guys on the equity, the ATM issuance in January. I'm curious why would you want to issue equity I guess so far below your own NAV in January when you guys are planning on sitting on about $100 million of excess cash. And I understand you are in the market looking for acquisitions, but it's proven to be very illusive especially in the West Coast with the type of assets that you want to acquire. So just curious on that capital allocation decision.

That's a very good question, Haendel and we debated it at length. But we took a discount on our estimated NAV in the issuance of that stock but we think that with interest rates rising and perhaps more turbulence than existed over the last couple years we can find an investment for those funds that will be more accretive than the dilution that we experienced. The dilution was painful but minor but we think that the accretion we can achieve will be joyous and more significant.

Haendel, we do track that monthly quarterly in terms of what our dilution is to the extent that we raise additional equity through the ATM. On a year-to-date basis or since inception, since we opened up the ATM, I think it was back in 2013, we've raised probably just under 200 million and the collective dilution from that ATM issuing it below what we thought our own NAV was at that time our collective dilution on that is only approximate $0.26, $0.27. And if you look at how we've reinvested those proceeds, we created what we look at as between Torrey Point and Hassalo we've created over $2 per square foot of NAV. And then if you look at the dilution of $0.26 that gets you down to about $1.75 of NAV creation. So that's how we think of things. We always want to make sure that on a net basis that we're creating much more NAV than we are through the impact of dilution on the ATM.

I like the idea at this stage and cycle of having some fire power. So there may be an opportunity to make a move that will add to our NAV perhaps more than the cost of the dilution.

And I guess I understand that conceptually, but maybe can you give me a sense of what maybe you are seeing in the transaction market? I know people have asked the question before, but maybe just body language psychology, are you finding that more of the sellers are willing to engage in a conversation? We haven't seen much uptick in transaction activity. We haven't seen cap rates move at the upper end, so I'm just curious as to what you might be seeing other than the move in rates, that gives you that sense of confidence?

First of all, it is very premature to say what we can acquire with those funds because we've just really started looking, the acquisition person has been on the board for a short period of time, we're now exploring opportunities. And I just can't give you any guidance but based on our history over the last half century we have a history of taking dollars and turning them into profitable ventures. So -- and actually if you look at it, you've got to -- we’ve really positioned ourselves for a change in the marketplace and there is some indication there's a change in the marketplace. I'm told that some deals are falling out of escrow now. I am told that some institutions have decided to lighten up. We're not -- we're in no hurry to spend the money. If we spend the money it will be something that we say oh boy, not oh boy. So effectively we’re going to keep looking. I mean -- but we're in a position to look now and you have to get into a position to look, when it doesn't look like you should be in a position to look and acquire when everybody -- buy them when they -- sell them when they love them and buy them when they hate them. I mean that's our strategy. So maybe we'll get lucky again.

Well, it’s worked for you historically. One more question for you if I may. On the signed LOI at Waikele, I think I remember before that the grocer, the talks with the grocer was to take up half of the space that Sports Authority used to occupy. Is that the case? Are they taking half the space or are they taking more of it and maybe you could talk about the other half that they are not taking the other half? And then some more color more broadly on your plans for this space. I know someone asked it earlier but I didn't really get a sense as to how big a scope of a project you are looking there, what type of cost or even yield expectations we should broadly be thinking.

Haendel, this is Chris. Now the grocer is going to be taking the entire sports authority space. And then the question on the rest of the redevelopment, the costs and returns on that, as I said before we're still trying to get the tenants that we’re working with the retailers there, position in the right size in that Kmart building and then from there we will have to back into it and figure out the overall cost to put it together. So we're still, from the last time you and I met when you were out there on the tour, we're still putting those pieces together. I can't give you a definitive answer yet.

It certainly came back, was no great asset to the project. Tenants that we're negotiating with would add to the quality of that project dramatically.

And last one, Bellevue, you guys are still comping in that 10% increase on the rents, and then maybe some color on the remaining floors, what your feel, demand and the marketplace is, just any color on how you are thinking or expecting the lease-up of that remaining?

Just an overview, Jim's going to handle that question. But during the period we've owned it, we've done significant improvements to the project to compete with anything new, including elevators, lobbies, restrooms. So we're ready willing and able to speak with anything that comes in the marketplace. And Jim, why don’t you take Haendel’s question here on the re-leasing please?

Good morning, Haendel. This is Jim. On Bellevue, as Bob mentioned we have 15 full floor equivalents rolling in ’17 and ’18 and we’ve already either renewed or backfilled seven and a half of those 15. Of the remaining seven and a half we’re in discussions with the equivalent of four full floors of existing tenants to renew, the three and a half floors that we know are leaving we actually have proposals to add on all three and a half of those floors to new tenants. Now what the expectation is on those three and a half it’s too early to tell, what the expectation is on the renewal for four floors it's still too early to tell. But we’re optimistic and the seven and half floors kind of interestingly, we thought that, maybe Bellevue was -- a year ago we thought it was going to crash and burn and that's clearly not the case. We're still under 10% in terms of vacancy in the CBD and interestingly those seven and a half floors that we either reviewed or backfilled are the 12% increase weighted over the previous tenants. So the rents are quite as high as we had hoped. They're not at the peak we were getting three quarters earlier when the market was going crazy. But the market is still very good and we're still very optimistic.

And we love that building.

And Haendel, when we bought that building the weighted average rents in place were approximately $32 a square foot. So Jim has -- through the years that was in August of 2012 and over the last several years he's brought the leases -- I've seen proposals going out that Jim has done and leases he has executed that have I think what hit 48 at the highest and now it’s softening -- it came down a little bit with the additional space but we're still getting increases over the prior base -- over the prior leases, comparable leases. So and if you’ll look at the internal rate of return we did analysis on that about a year ago, we had over a 27% IRR on that acquisition since we bought it. So that's a great asset, great location and we think that will continue to reward our shareholders.

Thank you. And our next question comes from the line of Paul Morgan from Canaccord Genuity.

Hi good morning. Just a quick follow-up on the Bellevue. I mean given all the activity there and the color that you've provided, how does that shake out relative to what you had included in your ‘17 guidance for City Centre.

Yes Paul, Bob here. I'll tell you what's in guidance and Jim, you can answer the other part of it. Paul, from a guidance standpoint we’ve factored in -- one of the reasons that our same store office is relatively flat for or significantly down for 2017 is that our assumption on those renewables that were coming up in ’17, what we modeled was that they wouldn't be site or they wouldn't be moving in till the end of the third quarter and we had five months of free rent. So the five months of free rent was approximately 1.8 million down in cash NOI at CCB. So that's where the model looks. Jim, do you want to add to that?

No, I think my previous points were -- I'm not sure I can elaborate on those any more other than to say this, we’re optimistic about the vacant floors, they’re potentially facing and we're optimistic on the renewals.

And the leases that Jim signs all have an escalation in them too. So over the coming years that’s going to be a project that we're delighted to continue doing.

So, I mean in terms of the -- either the cash NOI impact or sort of the GAAP FFO number that you had sort of settled in your guidance for the year versus the activity that you've done from renewals and the discussions on the four floors that are out for renewal now, I mean are you saying right now that you're sort of in the ballpark of what you had originally anticipated?

Where we stand now, I think we're still in the ballpark. We hope to enhance that but we're not there yet.

And on Hassalo, I mean it's a little early in the year, it seems like you've had really good activity this year to date. I'm kind of interested in why you took down occupancy for the year by 200 basis points. Given the progress that you've seen in January and February it would seem, from a seasonal perspective alone, that you would spend a fair amount of the year above where you are right now. And maybe you could average to where you had originally projected. Is there more to -- or was the reduction in the contribution really thinking back of what you experienced in Q4, which it sounds like at least was partly weather driven but I'm just kind of interested in the thought process there?

The project has not been opened for a whole year. We provided facilities in that marketplace that are relatively new and different than what's in that marketplace. We are learning in the marketplace. So we've been surprised and pleased with the initial reaction and then the weather set in, there was some additional competition open up. So there was more competition than we expected and the weather was a factor. Sometimes the weather worked in our favour, I couldn’t believe it. We’d have lot of -- we’d have snow and maybe rent apartments. We’d have rain, we wouldn't We're learning the project. So I think as Bob pointed out we’d sooner under promise and over deliver. So we want to be conservative. We're very bullish on the project and in the short run we’re feeling our way to be -- so we can be more forthcoming on the projections. But I think Bob has hopefully erred on the conservative side, but we'll see. It's a good project.

And then just lastly on the private placement, so you said $250 million in early March. Is there a timing difference between the use of proceeds to pay off the debt or will that happen -- I think in your supp it had a different amount you could prepay at that point. But you mentioned $165 million of it being used to prepay debt. From a modeling perspective should we think of that as happening at the same time?

Yes, yes. So if we look in the supplemental I think that the maturity of Waikiki Beach Walk is July 1. So we have an open prepayment window four months earlier. So we're going to try to hit that on March 1 if we can. So we -- so on March 1, what we want to do is pay down Waikiki Beach Walk for $130 million, $133 million and then I think in April or May -- April 1 pay down Solana Beach Corporate Centre. So we want to take advantage of the reduction of the interest rate as soon as possible.

Yes. So I mean just a quick math suggests that those transactions are sort of neutral, but then on top of that you're still -- you're going to be sitting on $90 million, $100 million of cash. So from your -- kind of the three guidance tweaks you mentioned, that assumes, I think if I understood correctly, no contribution from the $90 million other than maybe sort of a cash account interest, I guess. But no actual acquisitions in guidance, so that $90 million really is just kind of sitting there in terms of --

So you're absolutely correct. So on the $250 million and you take away the $166 million or you take away the $165 million that should leave you about $80million plus ATM, another 30 million, that’s $110 million, probably have some CapEx. So let's say that we have 90 to 100, we should have $100 million that we want to put to work as quick as possible.

But we’re not so anxious to put it to work that it would be -- that we can say [ph] to our stockholders: we did good for you. End of Q&A

Thank you. And that concludes our question and answer session for today. I would like to turn the conference back over to Ernest Rady for any closing comments.

Thanks all for your interest. We think again that the strategy we have of a diversified coastal West Coast portfolio is the best way to create wealth and we intend to continue to take advantage of the positions we have, the properties we have and the folks who work with us for our stockholders. So thank you for your interest.

Thank you. Ladies and gentlemen thank you for your participation in today's conference. This does conclude the program and you may now disconnect. Everyone have a good day.