What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-23 · 356 added, 449 removed, 1904 unchanged (30% of the section changed)

20 unchanged sentences

Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement ."

Severance Plan

On February 21 2024, the Company’s Board adopted the Amended and Restated Essex Property Trust, Inc.

Executive Severance Plan (the “Severance Plan”) replacing the existing severance plan dating from 2013.

The Severance Plan provides for the payment of severance and other benefits to participants in the event of a qualifying termination of employment with the Company.

Each of the Company’s executive officers is eligible to participate in the Severance Plan.

Under the Severance Plan, in the event of a termination of employment by the Company without cause, outside of the change in control context, an executive will be eligible to receive a lump-sum cash payment equal to the sum of (i) a number of weeks’ base salary, determined based on the executive’s number of completed years of service at the time of termination, with a maximum of 52 weeks (or 24 months’ base salary for the Chief Executive Officer (“CEO”)), plus (ii) his or her pro-rated target annual bonus for the year of termination.

In the event of a termination of employment by the Company in the change of control context, an executive will be eligible to receive:

(i) a lump-sum cash payment equal to 24 months’ base salary (36 months’ base salary for the CEO), plus two-times (three-times for the CEO) his or her target annual bonus for the year of termination;

plus (ii) accelerated vesting of each outstanding equity award held by the executive as of his or her termination date (except for performance-vesting awards granted prior to the change in control, which will continue to be governed by the terms of the applicable award agreement);

plus (iii) the extension of other in-place benefits as set forth in the Severance Plan.

An executive’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of a general release of claims in favor of the Company, and his or her continued compliance with any applicable restrictive covenants.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

17 unchanged sentences

Evaluation of events or changes in circumstances that indicate rental properties may be impaired

As discussed in Note 2 to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired.

The Company had $10.8 billion in rental properties as of December 31, 2022.

As discussed in Note 2(d) to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired.

As of December 31, 2023, the Company had $10.5 billion in rental properties.

We identified the evaluation of events or changes in circumstances that indicate rental properties may be impaired as a critical audit matter.

2 unchanged sentences

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired.

This included controls over the process for determining the length of the period the Company expects to receive cash flows from the rental property.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired.

This included controls related to the process for determining the length of the period the Company expects to receive cash flows from the rental property.

We evaluated the Company’s assessment by (1) inquiring with the Company about events or changes in circumstances considered by the Company, (2) considering certain factors related to the current economic environment, and (3) reading board of director’s minutes and external communications with investors and analysts.

56 unchanged sentences

Evaluation of events or changes in circumstances that indicate rental properties may be impaired

As discussed in Note 2 to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired.

The Operating Partnership had $10.8 billion in rental properties as of December 31, 2022.

As discussed in Note 2(d) to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may be impaired.

As of December 31, 2023, the Operating Partnership had $10.5 billion in rental properties.

We identified the evaluation of events or changes in circumstances that indicate rental properties may be impaired as a critical audit matter.

2 unchanged sentences

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Operating Partnership’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired.

This included controls over the process for determining the length of the period the Operating Partnership expects to receive cash flows from the rental property.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Operating Partnership’s process to evaluate events or changes in circumstances that would indicate rental properties may be impaired.

This included controls related to the process for determining the length of the period the Operating Partnership expects to receive cash flows from the rental property.

We evaluated the Operating Partnership’s assessment by (1) inquiring with the Operating Partnership about events or changes in circumstances considered by the Operating Partnership, (2) considering certain factors related to the current economic environment, and (3) reading board of director’s minutes and external communications with investors and analysts.

43 unchanged sentences

Distributions in excess of accumulated earnings ( 1,267,536 ) ( 1,080,176 )

Accumulated other comprehensive income (loss), net 46,466 ( 5,552 )

Accumulated other comprehensive income, net 33,556 46,466

Total stockholders' equity 5,422,746 5,716,372

18 unchanged sentences

Expensed acquisition and investment related costs 595 2,132 203

Impairment loss — — 1,825

Casualty loss 433 — —

1,144,291 1,106,001 1,053,554

3 unchanged sentences

Total return swap income 3,148 7,907 10,774

Interest and other (loss) income ( 19,040 ) 98,744 40,999

Interest and other income (loss) 46,259 ( 19,040 ) 98,744

Equity income from co-investments 10,561 26,030 111,721

Deferred tax benefit (expense) on unconsolidated co-investments 10,236 ( 15,668 ) ( 1,531 )

Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 )

Loss on early retirement of debt, net — ( 2 ) ( 19,010 )

18 unchanged sentences

Change in fair value of derivatives and amortization of swap settlements ( 13,364 ) 54,158 9,170

Cash flow hedge losses reclassified to earnings — — 3,338

Change in fair value of marketable debt securities, net — 233 329

Reversal of unrealized gains upon the sale of marketable debt securities — ( 577 ) —

Total other comprehensive income (loss) 53,814 9,499 ( 871 )

Total other comprehensive (loss) income ( 13,364 ) 53,814 9,499

Comprehensive income 417,344 486,799 525,190

16 unchanged sentences

Net income — — — 488,554 — 27,137 515,691

Cash flow hedge losses reclassified to earnings — — — — 3,225 113 3,338

Change in fair value of derivatives and amortization of swap settlements — — — — 8,859 311 9,170

5 unchanged sentences

Retirement of common stock, net ( 40 ) — ( 9,172 ) — — — ( 9,172 )

Cumulative effect upon adoption of ASU No.

2016-13 — — — ( 190 ) — — ( 190 )

Changes in the redemption value of redeemable noncontrolling interest — — ( 7,489 ) — — 599 ( 6,890 )

Changes in noncontrolling interest from acquisition — — — — — 1,349 1,349

Contributions from noncontrolling interest — — — — — 1,900 1,900

Distributions to noncontrolling interest — — — — — ( 29,341 ) ( 29,341 )

4 unchanged sentences

Net income — — — 408,315 — 24,670 432,985

Reversal of unrealized gains upon the sale of marketable debt securities — — — — ( 557 ) ( 20 ) ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — 52,351 1,807 54,158

13 unchanged sentences

Net income — — — 405,825 24,883 430,708

Reversal of unrealized gains upon the sale of marketable debt securities — — — — ( 557 ) ( 20 ) ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 12,910 ) ( 454 ) ( 13,364 )

Change in fair value of marketable debt securities, net — — — — 224 9 233

Issuance of common stock under:

4 unchanged sentences

Changes in the redemption value of redeemable noncontrolling interest — — ( 5,150 ) — — 95 ( 5,055 )

Contributions from noncontrolling interest — — — — — 125 125

Distributions to noncontrolling interest — — — — — ( 31,939 ) ( 31,939 )

15 unchanged sentences

Depreciation and amortization 548,438 539,319 520,066

Amortization of discount on marketable securities — — ( 19,075 )

Amortization of discount and debt financing costs, net 6,911 6,712 9,538

Gain on sale of marketable securities ( 12,436 ) ( 3,400 ) ( 2,131 )

Realized and unrealized (gains) losses on marketable securities, net ( 10,006 ) 45,547 ( 36,504 )

Income from early redemption of notes receivable — ( 811 ) ( 4,939 )

Provision for credit losses 70 381 141

Unrealized losses (gains) on equity securities recognized through income 57,983 ( 33,104 ) ( 12,515 )

Company's share of gain on the sales of co-investments — — ( 2,225 )

Earnings from co-investments ( 26,030 ) ( 111,721 ) ( 64,287 )

Equity income from co-investments ( 10,561 ) ( 26,030 ) ( 111,721 )

Operating distributions from co-investments 76,787 95,256 104,833

Accrued interest from notes and other receivables ( 12,631 ) ( 13,953 ) ( 15,902 )

Impairment loss — — 1,825

Casualty loss 433 — —

Gain on the sale of real estate and land ( 59,238 ) ( 94,416 ) ( 142,993 )

11 unchanged sentences

Redevelopment ( 72,577 ) ( 96,718 ) ( 61,671 )

Development acquisitions of and additions to real estate under development ( 27,713 ) ( 49,784 ) ( 108,781 )

Development acquisitions of and additions to development real estate ( 7,872 ) ( 27,713 ) ( 49,784 )

Capital expenditures on rental properties ( 140,371 ) ( 163,193 ) ( 121,195 )

8 unchanged sentences

Non-operating distributions from co-investments 39,751 175,624 154,120

Net cash provided by (used in) investing activities 145,958 ( 397,397 ) ( 416,900 )

Net cash (used in) provided by investing activities ( 145,140 ) 145,958 ( 397,397 )

Cash flows from financing activities:

15 unchanged sentences

Net cash used in financing activities ( 477,271 ) ( 1,137,564 ) ( 533,265 )

Net (decrease) increase in unrestricted and restricted cash and cash equivalents ( 15,957 ) ( 25,403 ) 2,947

Net increase (decrease) in unrestricted and restricted cash and cash equivalents 357,653 ( 15,957 ) ( 25,403 )

Unrestricted and restricted cash and cash equivalents at beginning of period 42,681 58,638 84,041

8 unchanged sentences

Transfer from real estate under development to co-investments $ 1,732 $ 2,276 $ 3,068

Reclassifications (from) to redeemable noncontrolling interest from additional paid in capital and noncontrolling interest $ ( 7,038 ) $ 6,890 $ ( 4,299 )

Reclassifications to (from) redeemable noncontrolling interest from additional paid in capital and noncontrolling interest $ 5,055 $ ( 7,038 ) $ 6,890

Debt assumed in connection with acquisition $ — $ 21,303 $ —

43 unchanged sentences

44,991 51,454

Accumulated other comprehensive income (loss) 52,010 ( 1,804 )

Accumulated other comprehensive income 38,646 52,010

Total partners' capital 5,472,827 5,773,370

18 unchanged sentences

Expensed acquisition and investment related costs 595 2,132 203

Impairment loss — — 1,825

Casualty loss 433 — —

1,144,291 1,106,001 1,053,554

3 unchanged sentences

Total return swap income 3,148 7,907 10,774

Interest and other (loss) income ( 19,040 ) 98,744 40,999

Interest and other income (loss) 46,259 ( 19,040 ) 98,744

Equity income from co-investments 10,561 26,030 111,721

Deferred tax benefit (expense) on unconsolidated co-investments 10,236 ( 15,668 ) ( 1,531 )

Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 )

Loss on early retirement of debt, net — ( 2 ) ( 19,010 )

18 unchanged sentences

Change in fair value of derivatives and amortization of swap settlements ( 13,364 ) 54,158 9,170

Cash flow hedge losses reclassified to earnings — — 3,338

Change in fair value of marketable debt securities, net — 233 329

Reversal of unrealized gains upon the sale of marketable debt securities — ( 577 ) —

Total other comprehensive income (loss) 53,814 9,499 ( 871 )

Total other comprehensive (loss) income ( 13,364 ) 53,814 9,499

Comprehensive income 417,344 486,799 525,190

15 unchanged sentences

Net income — 488,554 — 17,191 — 9,946 515,691

Cash flow hedge losses reclassified to earnings — — — — 3,338 — 3,338

Change in fair value of derivatives and amortization of swap settlements — — — — 9,170 — 9,170

5 unchanged sentences

Retirement of common units, net ( 40 ) ( 9,172 ) — — — — ( 9,172 )

Cumulative effect upon adoption of ASU No.

2016-13 — ( 190 ) — — — — ( 190 )

Changes in the redemption value of redeemable noncontrolling interest — ( 7,489 ) — 152 — 447 ( 6,890 )

Changes in noncontrolling interest from acquisition — — — — — 1,349 1,349

Contributions from noncontrolling interest — — — — — 1,900 1,900

Distributions to noncontrolling interest — — — — — ( 10,215 ) ( 10,215 )

4 unchanged sentences

Net income — 408,315 — 14,297 — 10,373 432,985

Reversal of unrealized gains upon the sale of marketable

debt securities — — — — ( 577 ) — ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — 54,158 — 54,158

Change in fair value of marketable debt securities, net — — — — 233 — 233

Issuance of common units under:

Issuance of common stock under:

General partner's stock based compensation, net 89 17,309 — — — — 17,309

2 unchanged sentences

Retirement of common units, net ( 740 ) ( 189,726 ) — — — — ( 189,726 )

Changes in the redemption value of redeemable noncontrolling interest — ( 7,489 ) — 152 — 447 ( 6,890 )

Changes in redemption value of redeemable noncontrolling interest — 6,230 — 386 — 422 7,038

Contributions from noncontrolling interest — — — — — 125 125

5 unchanged sentences

Net income — 405,825 — 14,284 — 10,599 430,708

Reversal of unrealized gains upon the sale of marketable

debt securities — — — — ( 577 ) — ( 577 )

Change in fair value of derivatives and amortization of swap settlements — — — — ( 13,364 ) — ( 13,364 )

Change in fair value of marketable debt securities, net — — — — 233 — 233

Issuance of common stock under:

4 unchanged sentences

Changes in redemption value of redeemable noncontrolling interest — ( 5,150 ) — 75 — 20 ( 5,055 )

Contributions from noncontrolling interest — — — — — 125 125

Distributions to noncontrolling interest — — — — — ( 11,060 ) ( 11,060 )

15 unchanged sentences

Depreciation and amortization 548,438 539,319 520,066

Amortization of discount on marketable securities — — ( 19,075 )

Amortization of discount and debt financing costs, net 6,911 6,712 9,538

Gain on sale of marketable securities ( 12,436 ) ( 3,400 ) ( 2,131 )

Realized and unrealized (gains) losses on marketable securities, net ( 10,006 ) 45,547 ( 36,504 )

Income from early redemption of notes receivable — ( 811 ) ( 4,939 )

Provision for credit losses 70 381 141

Unrealized gains on equity securities recognized through income 57,983 ( 33,104 ) ( 12,515 )

Company's share of gain on the sales of co-investments — — ( 2,225 )

Earnings from co-investments ( 26,030 ) ( 111,721 ) ( 64,287 )

Equity income from co-investments ( 10,561 ) ( 26,030 ) ( 111,721 )

Operating distributions from co-investments 76,787 95,256 104,833

Accrued interest from notes and other receivables ( 12,631 ) ( 13,953 ) ( 15,902 )

Impairment loss — — 1,825

(Gain) loss on the sale of real estate and land ( 94,416 ) ( 142,993 ) ( 64,967 )

Casualty loss 433 — —

Gain on the sale of real estate and land ( 59,238 ) ( 94,416 ) ( 142,993 )

Equity-based compensation 8,031 7,206 7,308

Loss (gain) on early retirement of debt, net 2 19,010 22,883

Loss on early retirement of debt, net — 2 19,010

Gain on remeasurement of co-investment — ( 17,423 ) ( 2,260 )

8 unchanged sentences

Redevelopment ( 72,577 ) ( 96,718 ) ( 61,671 )

Development acquisitions of and additions to real estate under development ( 27,713 ) ( 49,784 ) ( 108,781 )

Development acquisitions of and additions to development real estate ( 7,872 ) ( 27,713 ) ( 49,784 )

Capital expenditures on rental properties ( 140,371 ) ( 163,193 ) ( 121,195 )

8 unchanged sentences

Non-operating distributions from co-investments 39,751 175,624 154,120

Net cash provided by (used in) investing activities 145,958 ( 397,397 ) ( 416,900 )

Net cash (used in) provided by investing activities ( 145,140 ) 145,958 ( 397,397 )

Cash flows from financing activities:

15 unchanged sentences

Net cash used in financing activities ( 477,271 ) ( 1,137,564 ) ( 533,265 )

Net (decrease) increase in unrestricted and restricted cash and cash equivalents ( 15,957 ) ( 25,403 ) 2,947

Net increase (decrease) in unrestricted and restricted cash and cash equivalents 357,653 ( 15,957 ) ( 25,403 )

Unrestricted and restricted cash and cash equivalents at beginning of period 42,681 58,638 84,041

8 unchanged sentences

Transfer from real estate under development to co-investments $ 1,732 $ 2,276 $ 3,068

Reclassifications (from) to redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest $ ( 7,038 ) $ 6,890 $ ( 4,299 )

Reclassifications to (from) redeemable noncontrolling interest from general and limited partner capital and noncontrolling interest $ 5,055 $ ( 7,038 ) $ 6,890

Debt assumed in connection with acquisition $ — $ 21,303 $ —

31 unchanged sentences

These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14).

(b) Recently Adopted Accounting Pronouncements

In January 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No.

2020-06 "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity." The amendments in ASU 2020-06 require the use of the if-converted method for calculating diluted earnings per share ("EPS") for all convertible instruments.

For instruments that may be settled in cash or shares, and are not classified as a liability, the guidance requires entities to include the effect of potential share settlement in the diluted EPS calculation, if the effect is more dilutive.

The Company adopted this guidance on January 1, 2022 on a prospective basis.

This adoption did not have a material impact on the Company's consolidated results of operations or financial position.

Effective January 1, 2022, we adopted ASU 2021-10, "Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance", which requires entities to provide disclosures on material government assistance transactions for annual reporting periods.

The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements and any significant terms and conditions of the agreements, including commitments and contingencies.

In December 2022, the FASB issued ASU No.

2022-06 "Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848".

The amendments in ASU 2022-06 defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the optional expedients in Topic 848 related to the accounting for contract modifications and hedging transactions as a result of the global markets’ transition away from the use of LIBOR and other interbank offered rates to alternative reference rates.

The Company adopted this guidance upon issuance, its effective date.

This adoption did not have a material impact on the Company's consolidated results of operations or financial position.

(d) Real Estate Rental Properties

(b) Recent Accounting Pronouncements

In November, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07 "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 will be effective for the Company's 2024 annual reporting.

ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements.

The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.

In August 2023, the FASB issued ASU No.

2023-05 "Business Combinations —Joint Venture Formations (Subtopic 805-60)" under which an entity that qualifies as a joint venture is required to apply a new basis of accounting upon the formation of the joint venture.

The amendments in ASU 2023-05 require that a joint venture must initially measure its assets and liabilities at fair value on the formation date.

ASU 2023-05 is effective for all joint ventures that are formed on or after January 1, 2025 and early adoption is permitted.

The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position.

Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year , are capitalized.

7 unchanged sentences

Real estate structures 30 years

The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property.

Such capitalized costs include land, land improvements, allocated costs of the Company’s project management staff, construction costs, as well as interest and related loan fees, property taxes and insurance.

Capitalization begins for predevelopment, development, and redevelopment projects when activity commences.

Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.

The Company allocates the purchase price of real estate on a fair value basis to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place leases.

In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

The Company capitalizes all costs incurred with the predevelopment, development or redevelopment of real estate assets or are associated with the construction or expansion of real property.

Capitalization begins for predevelopment, development, and redevelopment projects when activity commences.

Capitalization ends when the apartment home is completed and the property is available for a new tenant or if the development activities cease.

In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent land and building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data.

building appraisals which consider comparable market transactions, its own analysis of recently acquired or developed comparable properties in our portfolio for land comparables and building replacement costs, and other publicly available market data.

In calculating the fair value of identified intangible assets of an acquired property, the in-place leases are valued based on in-place rent rates and amortized over the average remaining term of all acquired leases.

2 unchanged sentences

The net carrying value of acquired in-place leases is $ 6.1 million and $ 7.4 million as of December 31, 2023 and 2022, respectively, and are included in prepaid expenses and other assets on the Company's consolidated balance sheets.

The Company periodically assesses the carrying value of its real estate investments for indicators of impairment.

The Company periodically assesses the carrying value of its consolidated real estate investments for indicators of impairment.

The judgments regarding the existence of impairment indicators are based on monitoring investment market conditions and performance compared to budget for operating properties including the net operating income for the most recent 12 month period, monitoring estimated costs for properties under development, the Company's ability to hold and its intent with regard to each asset, and each property's remaining useful life.

3 unchanged sentences

Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell.

As of December 31, 2022 and December 31, 2021, no properties were classified as held for sale.

The Company did no t record an impairment charge for the years ended December 31, 2022 and December 31, 2021.

The Company recorded an impairment charge of $ 1.8 million for the year ended December 31, 2020 related to one of the Company's consolidated properties as a result of a change in the Company's intent to hold the property for its remaining useful life.

As of December 31, 2023 and 2022, no properties were classified as held for sale.

The Company did no t record an impairment charge on any of its consolidated real estate investments for the years ended December 31, 2023, 2022, and 2021.

In the normal course of business, the Company will receive purchase offers for its communities, either solicited or unsolicited.

3 unchanged sentences

Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale.

(e) Co-investments

(d) Co-investments

The Company owns investments in joint ventures in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with U.S.

2 unchanged sentences

The significant accounting policies of the Company’s co-investment entities are consistent with those of the Company in all material respects.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the consolidated statement of income equal to the amount by which

A majority of the co-investments, excluding most preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote income if certain financial return benchmarks are achieved.

Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible.

Any promote fees are reflected in equity income from co-investments.

The Company evaluates its investments in co-investments for impairment and records a loss if the carrying value is greater than the fair value of the investment and the impairment is other-than-temporary.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

the fair value of the Company's previously owned co-investment interest exceeds its carrying value.

Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible.

Any promote fees are reflected in equity income from co-investments.

The Company recorded a $ 2.1 million impairment loss from an unconsolidated co-investment for the year ended December 31, 2022 as a result of an other-than-temporary decrease in the fair value of the underlying investment.

No other-than-temporary impairment charges were recorded for the years ended December 31, 2021 or 2020.

(f) Revenues and Gains on Sale of Real Estate and Land

(e) Revenues and Gains on Sale of Real Estate and Land

Revenues from tenants renting or leasing apartment homes are recorded when due from tenants and are recognized monthly as they are earned, which generally approximates a straight-line basis, else, adjustments are made to conform to a straight-line basis.

9 unchanged sentences

The Company recognizes any gains on sales of real estate when it transfers control of a property and when it is probable that the Company will collect substantially all of the related consideration.

(g) Cash, Cash Equivalents and Restricted Cash

Highly liquid investments with original maturities of three months or less when purchased are classified as cash equivalents.

(f) Cash, Cash Equivalents and Restricted Cash

Highly liquid investments, including certificates of deposits, generally with original maturities of three months or less when purchased are classified as cash equivalents.

Restricted cash balances relate primarily to reserve requirements for capital replacement at certain communities in connection with the Company’s mortgage debt.

4 unchanged sentences

Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 400,334 $ 42,681 $ 58,638

(h) Marketable Securities

The Company reports its equity securities and available for sale debt securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds, Level 2 for the unsecured debt and Level 3, as defined by the FASB standard for fair value measurements as discussed later in Note 2).

As of December 31, 2022 and 2021, $ 0.2 million and

(g) Marketable Securities

The Company reports its equity securities and available for sale debt securities at fair value, based on quoted market prices (Level 1 for the common stock and investment funds and Level 2 for the unsecured debt, as defined by the FASB standard for fair value measurements as discussed later in Note 2).

As of December 31, 2023 and 2022, $ 0.1 million and $ 0.2 million, respectively, of equity securities presented within common stock and stock funds in the tables below represent investments measured at fair value, using net asset value as a practical expedient, and are not categorized in the fair value hierarchy.

Any realized and unrealized gains and losses in equity securities and interest income are included in interest and other income on the consolidated statements of income.

There were no other than temporary impairment charges for the years ended December 31, 2023, 2022, and 2021.

As of December 31, 2023 and 2022, equity securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

$ 0.8 million, respectively, of equity securities presented within common stock and stock funds in the tables below represent investments measured at fair value, using net asset value as a practical expedient, and are not categorized in the fair value hierarchy.

Any unrealized gain or loss in debt securities classified as available for sale is recorded as other comprehensive income.

There were no other than temporary impairment charges for the years ended December 31, 2022, 2021, and 2020.

Unrealized gains and losses in equity securities, realized gains and losses in debt securities, interest income, and amortization of purchase discounts are included in interest and other income on the consolidated statements of income.

As of December 31, 2022 and 2021, equity securities and available for sale debt securities consisted primarily of investment funds-debt securities, common stock, preferred stock and stock funds, and investment-grade unsecured debt.

As of December 31, 2023 and 2022, marketable securities consist of the following ($ in thousands):

December 31, 2023

Loss Carrying

Gain (loss) Carrying

Equity securities:

3 unchanged sentences

December 31, 2022

(Loss) Gain Carrying

Unrealized Loss Carrying

Equity securities:

Investment funds - debt securities $ 43,155 $ ( 6,771 ) $ 36,384

Common stock and stock funds 79,155 49,592 128,747

Debt securities:

Available for sale

Investment-grade unsecured debt 1,051 341 1,392

Common stock, preferred stock, and stock funds 78,481 ( 2,122 ) 76,359

Total - Marketable securities $ 121,636 $ ( 8,893 ) $ 112,743

The Company uses the specific identification method to determine the cost basis of a debt security sold and to reclassify amounts from accumulated other comprehensive income for such securities.

For the years ended December 31, 2022, 2021 and 2020, the proceeds from sales and maturities of marketable securities totaled $ 71.2 million, $ 16.6 million and $ 113.5 million, respectively.

For the years ended December 31, 2022, 2021 and 2020, these sales resulted in gains of $ 12.4 million, $ 3.4 million, and $ 2.1 million, respectively.

For the years ended December 31, 2022 and 2021, the portion of equity security unrealized losses or gains that were recognized in income totaled $ 58.0 million in losses and $ 33.1 million in gains, respectively, and were included in interest and other income on the Company's consolidated statements of income and comprehensive income.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

(i) Notes Receivable

(h) Notes Receivable

Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans.

14 unchanged sentences

As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

The Company estimates the allowance for credit losses for each loan type using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable forecasts.

2 unchanged sentences

For example, in the case of mezzanine loans, adjustments may be made due to differences in track record and experience of the mezzanine loan sponsor as well as the percent of equity that the sponsor has contributed to the project.

(j) Capitalization Policy

(i) Capitalization Policy

The Company capitalizes all direct and certain indirect costs, including interest, employee compensation costs, real estate taxes and insurance, incurred during development and redevelopment activities.

6 unchanged sentences

The amounts capitalized are immaterial for all periods presented.

(k) Fair Value of Financial Instruments

(j) Fair Value of Financial Instruments

The Company values its financial instruments based on the fair value hierarchy of valuation techniques described in the FASB’s accounting standard for fair value measurements.

1 unchanged sentence

Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability.

Level 3 inputs are unobservable inputs for the

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

asset or liability.

The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities except for unsecured bonds.

The Company uses Level 2 inputs for its investments in unsecured debt, notes receivable, notes payable, and derivative assets/liabilities.

Level 3 inputs are unobservable inputs for the asset or liability.

The Company uses Level 1 inputs for the fair values of its cash equivalents and its marketable securities.

The Company uses Level 2 inputs for its notes receivable, notes payable, and derivative assets/liabilities.

These inputs include interest rates for similar financial instruments.

1 unchanged sentence

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Management believes that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2022 and 2021, because interest rates, yields and other terms for these instruments are consistent with interest rates, yields and other terms currently available for similar instruments.

Management estimates that the carrying amounts of the outstanding balances under its lines of credit, and notes and other receivables approximate fair value as of December 31, 2023 and 2022, because interest rates, yields and other terms for these instruments are consistent with interest rates, yields and other terms currently available for similar instruments.

Management has estimated that the fair value of fixed rate debt with a carrying value of $ 5.7 billion at both December 31, 2023 and 2022, to be $ 5.3 billion and $ 5.2 billion at December 31, 2023 and 2022, respectively.

Management has estimated the fair value of the Company’s $ 520.0 million and $ 274.2 million of variable rate debt at December 31, 2023 and 2022, respectively, to be $ 519.0 million and $ 273.2 million at December 31, 2023 and 2022, respectively, based on the terms of existing mortgage notes payable, unsecured debt, and variable rate demand notes compared to those available in the marketplace.

Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2022 and 2021 due to the short-term maturity of these instruments.

Management estimates that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of December 31, 2023 and 2022 due to the short-term maturity of these instruments.

Marketable securities are carried at fair value as of December 31, 2023 and 2022.

(l) Interest Rate Protection, Swap, and Forward Contracts

(k) Interest Rate Protection, Swap, and Forward Contracts

The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage interest rate risks.

3 unchanged sentences

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.

Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

rate risk, are considered fair value hedges.

Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

4 unchanged sentences

All of the Company’s interest rate swaps are considered cash flow hedges.

(m) Income Taxes

(l) Income Taxes

Generally in any year in which Essex qualifies as a real estate investment trust ("REIT") under the Internal Revenue Code (the "IRC"), it is not subject to federal income tax on that portion of its income that it distributes to stockholders.

3 unchanged sentences

In general, the activities and tax related provisions, assets and liabilities are not material.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

As a partnership, the Operating Partnership is not subject to federal or state income taxes, except that in order to maintain Essex's compliance with REIT tax rules that are applicable to Essex, the Operating Partnership utilizes taxable REIT subsidiaries for various revenue generating or investment activities.

6 unchanged sentences

100.00 % 100.00 % 100.00 %

(n) Equity-based Compensation

(m) Equity-based Compensation

The cost of share- and unit-based compensation awards is measured at the grant date based on the estimated fair value of the awards.

1 unchanged sentence

The estimated grant date fair values of the long-term incentive plan units (discussed in Note 14) are being amortized over the expected service periods.

(o) Changes in Accumulated Other Comprehensive Loss, by Component

Changes in Accumulated Other Comprehensive Loss, Net, by Component

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

(n) Changes in Accumulated Other Comprehensive Income, by Component

Changes in Accumulated Other Comprehensive Income, Net, by Component

Essex Property Trust, Inc.

($ in thousands)

Change in fair

of swap settlements Unrealized

available for sale

securities Total

of swap settlements

Balance at December 31, 2022 $ 46,466

Other comprehensive income before reclassification 52,331 224 52,555

Other comprehensive loss before reclassification ( 12,930 )

Amounts reclassified from accumulated other comprehensive loss 20

Other comprehensive income 52,351 ( 333 ) 52,018

Other comprehensive loss ( 12,910 )

Balance at December 31, 2023 $ 33,556

Changes in Accumulated Other Comprehensive Loss, by Component

Changes in Accumulated Other Comprehensive Income, by Component

Essex Portfolio, L.P.

1 unchanged sentence

Change in fair

of swap settlements Unrealized

available for sale

securities Total

of swap settlements

Balance at December 31, 2022 $ 52,010

Other comprehensive income before reclassification 54,138 233 54,371

Other comprehensive loss before reclassification ( 13,384 )

Amounts reclassified from accumulated other comprehensive loss 20

Other comprehensive income 54,158 ( 344 ) 53,814

Other comprehensive loss ( 13,364 )

Balance at December 31, 2023 $ 38,646

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense on the consolidated statements of income.

Realized gains and losses on available for sale debt securities are included in interest and other income on the consolidated statements of income.

(p) Redeemable Noncontrolling Interest

(o) Redeemable Noncontrolling Interest

The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $ 32.2 million and $ 27.2 million as of December 31, 2023 and 2022, respectively.

6 unchanged sentences

Balance at December 31, $ 32,205 $ 27,150 $ 34,666

(q) Accounting Estimates

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

(p) Accounting Estimates

The preparation of consolidated financial statements, in accordance with U.S.

GAAP, requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.

On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, and its notes receivable.

The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances.

Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

(r) Variable Interest Entities

(q) Variable Interest Entities

In accordance with accounting standards for consolidation of VIEs, the Company consolidated the Operating Partnership, 18 DownREIT entities (comprising nine communities), and six co-investments as of December 31, 2023 and 2022.

7 unchanged sentences

Conversion values will be based on the market value of the Company's common stock at the time of redemption multiplied by the number of units stipulated under various arrangements, as noted above.

The other limited partners or members receive distributions based on the Company's current dividend rate times the number of units held.

The other limited partners or members receive distributions based on the Company's current dividend rate multiplied by the number of units held.

Total DownREIT units outstanding were 936,343 and 938,513 as of December 31, 2023 and 2022, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $ 232.2 million and $ 198.9 million, as of December 31, 2023 and 2022, respectively.

The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $ 32.2 million and $ 27.2 million as of December 31, 2023 and 2022, respectively.

Of these amounts, $ 9.2 million and $ 7.7 million as of December 31, 2022 and 2021, respectively, represent units of limited partners' or members' interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or

Of these amounts, $ 12.1 million and $ 9.2 million as of December 31, 2023 and 2022, respectively, represent units of limited partners' or members' interests in DownREIT VIEs as to which it is outside of the Company’s control to redeem the DownREIT units with Company common stock and may potentially be redeemed for cash, and are presented at either their redemption value or historical cost, depending on the limited partner's or members' right to redeem their units as of the balance sheet date.

The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $ 97.0 million as of both December 31, 2023 and 2022, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.

Interest holders in VIEs consolidated by the Company are allocated a priority of net income equal to the cash payments made to those interest holders or distributions from cash flow.

The remaining results of operations are generally allocated to the Company.

As of December 31, 2023 and 2022, the Company did not have any other VIEs of which it was deemed to be the primary beneficiary and did not have any VIEs of which it was not deemed to be the primary beneficiary.

(r) Government Assistance

The Employee Retention Credit, as originally enacted by the Coronavirus Aid, Relief and Economic Security Act in March 2020, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before January 1, 2021.

The purpose of the Employee Retention Credit was to encourage employers to keep employees on their payroll, even if they were not working during the covered period because of the effects of the COVID-19 pandemic.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

historical cost, depending on the limited partner's or members' right to redeem their units as of the balance sheet date.

The carrying value of DownREIT units as to which it is within the control of the Company to redeem the units with its common stock was $ 97.0 million and $ 97.4 million as of December 31, 2022 and 2021, respectively, and are classified within noncontrolling interests in the accompanying consolidated balance sheets.

Interest holders in VIEs consolidated by the Company are allocated a priority of net income equal to the cash payments made to those interest holders or distributions from cash flow.

The remaining results of operations are generally allocated to the Company.

As of December 31, 2022 and 2021, the Company did not have any other VIEs of which it was deemed to be the primary beneficiary and did not have any VIEs of which it was not deemed to be the primary beneficiary.

(s) Government Assistance

In December 2020, the Employee Retention Credit was amended and extended by the Taxpayer Certainty and Disaster Tax Relief Act in which eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021.

employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021.

The Company adopted a policy to recognize a receivable when earned and to offset the credit against related expenses.

Accordingly, the Company recorded Employee Retention Credit of $ 4.1 million and $ 4.2 million and zero for the years ended December 31, 2022, 2021 and 2020, respectively, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of operations.

Accordingly, the Company recorded Employee Retention Credit of zero , $ 4.1 million and $ 4.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is reflected in general and administrative expenses, property operating, excluding real estate taxes, expenses and equity income from co-investments in the consolidated statements of operations.

(3) Real Estate Investments

1 unchanged sentence

The table below summarizes acquisition activity for the year ended December 31, 2023 ($ in millions):

For the year ended December 31, 2022, the Company purchased two communities consisting of 211 apartment homes for approximately $ 32.9 million.

Property Name Location Apartment Homes Essex Ownership Percentage Quarter in 2023 Purchase Price

Regency Palm Court and Windsor Court (1)

Los Angeles, CA 211 100 % Q3 $ 32.9

Hacienda at Camarillo Oaks Camarillo, CA 73 100 % Q2 $ 23.1

Total 2023 73 $ 23.1

(1) In July 2022, the Company acquired its joint venture partner's 49.8 % minority interest in two apartment communities, consisting of 211 apartment homes located in Los Angeles, CA, for a contract price of $ 32.9 million.

As a result of this acquisition, the Company realized a gain on remeasurement of co-investment of $ 17.4 million upon consolidation.

The consolidated fair value of the acquisitions listed above was included on the Company's consolidated balance sheet as follows:

$ 14.1 million was included in land and land improvements, $ 52.7 million was included in buildings and improvements, $ 0.3 million was included in prepaid expenses and other assets.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

For the year ended December 31, 2021, the Company purchased one apartment community consisting of 123 apartment homes and two commercial properties for approximately $ 133.6 million.

Additionally, in June 2021, the Company purchased its joint venture partner's 50.0 % membership interest in the BEX III, LLC's ("BEX III") co-investment that owned an apartment community consisting of 145 apartment homes, based on a property valuation of $ 63.5 million, for approximately $ 31.8 million.

In conjunction with the acquisition, $ 29.5 million of mortgage debt that encumbered the property was paid off.

As a result of this acquisition, the Company realized a gain on remeasurement of its existing co-investment of $ 2.3 million.

The consolidated fair value of these acquisitions was included on the Company's consolidated balance sheet as follows:

$ 103.3 million was included in land and land improvements, $ 90.2 million was included in buildings and improvements, $ 5.4 million was included in prepaid expenses and other assets, within the Company's consolidated balance sheets.

$ 5.5 million was included in land and land improvements, $ 18.0 million was included in buildings and improvements, and $ 0.1 million was included in prepaid expenses and other assets.

For the year ended December 31, 2022, the Company acquired its joint venture partner's 49.8 % minority interest in two apartment communities consisting of 211 apartment homes located in Los Angeles, CA, for a contract price of $ 32.9 million.

As a result of this acquisition, the Company realized a gain on remeasurement of co-investment of $ 17.4 million upon consolidation.

The consolidated fair value of the acquisitions was included on the Company's consolidated balance sheet as follows:

$ 14.1 million was included in land and land improvements, $ 52.7 million was included in buildings and improvements, and $ 0.3 million was included in prepaid expenses and other assets.

(b) Sales of Real Estate Investments

The table below summarizes the disposition activity for the year ended December 31, 2023 ($ in millions):

Property Name Location Apartment Homes Ownership Quarter in 2022 Sales Price

Anavia Anaheim, CA 250 EPLP Q4 $ 160.0 (1)

Property Name (1)

Location Apartment Homes Ownership Quarter in 2023 Sales Price

CBC and The Sweeps Goleta, CA 239 EPLP Q1 $ 91.7 (2)

Total 2023 239 $ 91.7

(1) In March 2023, the Company sold a land parcel located in Moorpark, CA, that had been held for future development, for $ 8.7 million and recognized a gain on sale of $ 4.7 million.

(2) The Company recognized a $ 54.5 million gain on sale.

For the year ended December 31, 2022, the Company sold one apartment community consisting of 250 apartment homes for $ 160.0 million, resulting in gains of $ 94.4 million.

For the year ended December 31, 2021, the Company sold four apartment communities consisting of 912 apartment homes for $ 330.0 million, resulting in gains of $ 143.0 million.

In conjunction with the sales, the Company repaid $ 29.7 million of mortgage debt that encumbered one of the properties.

For the year ended December 31, 2020, the Company sold four apartment communities consisting of 670 apartment homes for $ 343.5 million, resulting in gains of $ 65.0 million.

The Company has joint ventures which are accounted for under the equity method.

The co-investments’ accounting policies are similar to the Company’s accounting policies.

The co-investments typically own, operate, and develop apartment communities.

Additionally, the Company has invested in six technology co-investments and as of December 31, 2022 the co-investment balance of these investments was $ 39.4 million and the aggregate commitment was $ 87.0 million.

In January 2022, Wesco VI, LLC (“Wesco VI”), one of the Company's joint ventures with an institutional partner, acquired

Vela, a 379 -unit apartment home community located in Woodland Hills, CA, for a total contract price of $ 183.0 million.

property was encumbered by a $ 100.7 million related party bridge loan from the Company, with an interest rate of 2.64 % that was paid off in January 2022 and replaced by permanent secured debt with an institutional lender.

See Note 6, Related Party Transactions, for additional details.

In March 2022, the Wesco III, LLC ("Wesco III") operating agreement was amended to extend the venture.

As part of the amendment, the Company earned $ 17.1 million in promote interest.

In April 2022, the Wesco IV, LLC ("Wesco IV") joint venture operating agreement was amended to extend the venture.

As part of the amendment, the Company and the joint venture partner agreed that the Company earned a promote interest of approximately $ 37.5 million.

The Company agreed to contribute the earned promote interest to the joint venture, resulting in an increase in the Company's ownership interest in Wesco IV to 65.1 %.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

The Company has joint ventures which are accounted for under the equity method.

The co-investments’ accounting policies are similar to the Company’s accounting policies.

The co-investments typically own, operate, and develop apartment communities.

Additionally, the Company has invested in five technology co-investments and as of December 31, 2023, the co-investment balance of these investments was $ 44.2 million and the aggregate commitment was $ 86.0 million.

As of December 31, 2022, the Company had six technology co-investments and the co-investment balance of these investments was $ 39.4 million and the aggregate commitment was $ 87.0 million.

The carrying values of the Company’s co-investments as of December 31, 2023 and 2022 are as follows ($ in thousands, except in parenthetical):

Weighted Average Essex Ownership December 31,

Percentage (1)

Weighted Average Essex Ownership Percentage (1)

Ownership interest in:

5 unchanged sentences

Total development co-investments 51 % 14,605 12,994

Total preferred interest co-investments (includes related party investments of $ 87.1 million and $ 71.1 million as of December 31, 2022 and December 31, 2021, respectively - Note 6 - Related Party Transactions for further discussion)

Total preferred interest co-investments (includes related party investments of $ 42.7 million and $ 87.1 million as of December 31, 2023 and 2022, respectively - Note 6 - Related Party Transactions for further discussion)

544,262 580,134

1 unchanged sentence

(1) Weighted average Company ownership percentages are as of December 31, 2023.

(2) As of December 31, 2022, the Company's investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $ 41.7 million due to distributions received in excess of the Company's investment.

As of December 31, 2021, the Company's investment in Wesco I was classified as a liability of $ 35.3 million due to distributions received in excess of the Company's investment.

(3) As of December 31, 2022, the Company's investments in Expo and Century Towers were classified as a liability of $ 0.8 million due to distributions received in excess of the Company's investment.

As of December 31, 2021, the Company's investment in Expo was classified as a liability of $ 0.2 million due to distributions received in excess of the Company's investment.

(2) As of December 31, 2023 and 2022, the Company's investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $ 61.8 million and $ 41.7 million, respectively, due to distributions received in excess of the Company's investment.

(3) As of December 31, 2023 and 2022, the Company's investments in Expo and Century Towers were classified as a liability of $ 3.7 million and $ 0.8 million, respectively, due to distributions received in excess of the Company's investment.

The weighted average Essex ownership percentage excludes our investments in non-core technology co-investments which are carried at fair value.

15 unchanged sentences

Company's share of equity $ 996,245 $ 1,084,959

Years ended December 31,

2023 2022 2021

13 unchanged sentences

Operating Co-investments

As of December 31, 2022 and 2021, the Company, through several joint ventures, owned 10,425 and 10,257 apartment homes, respectively, in operating communities.

As of both December 31, 2023 and 2022, the Company, through several joint ventures, owned 10,425 apartment homes, in operating communities.

The Company’s book value of these co-investments was $ 437.4 million and $ 491.8 million at December 31, 2023 and 2022, respectively.

8 unchanged sentences

December 31, 2023, 2022, and 2021

In 2020, the Company entered into a joint venture to develop LIVIA (fka Scripps Mesa Apartments), a multifamily community comprised of 264 apartment homes located in San Diego, CA.

In 2020, the Company entered into a joint venture to develop LIVIA at Scripps Ranch, a multifamily community comprised of 264 apartment homes located in San Diego, CA.

The Company has a 51 % ownership interest in the development which has a projected total cost of $ 102.0 million.

Construction began in the third quarter of 2020.

The property is projected to commence initial occupancy in the second quarter of 2023 and is projected to be fully stabilized in the first quarter of 2024.

The Company has a $ 5.9 million preferred equity investment in the project, which accrues an annualized preferred return of 10.0 % until it is redeemed.

The property commenced initial occupancy in the third quarter of 2023 and is projected to be fully stabilized in the first quarter of 2024.

As of December 31, 2023, the Company had a $ 2.3 million preferred equity investment in the project, which accrues an annualized preferred return of 10.0 % until it is redeemed.

Preferred Equity Investments

1 unchanged sentence

The Company’s book value of these preferred equity investments was $ 544.3 million and $ 580.1 million at December 31, 2023 and 2022, respectively, and is included in the co-investments line in the accompanying consolidated balance sheets.

The Company recorded a $ 33.7 million and a $ 2.1 million impairment loss from unconsolidated co-investments for the years ended December 31, 2023 and 2022, respectively, as a result of an other-than-temporary decrease in the fair value of the underlying real estate investment and is included in the equity income from co-investments line in the accompanying consolidated statements of income.

The valuation for the underlying real estate investment was estimated using an income approach valuation technique.

During 2023, the Company made commitments to fund $ 18.8 million of preferred equity investment in two real estate ventures.

The investments have initial preferred returns ranging from 11.0 % - 13.5 % with maturities ranging from October 2025 to September 2028.

As of December 31, 2023, the Company had fully funded $ 18.8 million of the commitments.

During 2023, the Company received cash proceeds of $ 72.3 million, including an early redemption fee of $ 0.3 million, for the full redemption of two preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.

During 2022, the Company made commitments to fund $ 84.9 million of preferred equity investment in seven real estate ventures, including one with a related party.

17 unchanged sentences

The remaining committed amount is expected to be funded when requested by the sponsors.

During 2022, the Company received cash proceeds of $ 132.6 million, including an early redemption fee of $ 0.9 million, for the full redemption of three preferred equity investments and partial redemption of two preferred equity investments in joint ventures that hold properties located in California.

The Company recorded a $ 2.1 million impairment loss from a preferred equity investment in an unconsolidated co-investment for the year ended December 31, 2022.

In November 2021, the Company converted $ 11.0 million of its existing preferred equity investment in Silver, a 268 -unit apartment home community located in San Jose, CA, into a 58.0 % common equity interest in the property.

The Company will retain its remaining $ 13.5 million preferred equity investment in the property at a preferred return of 8.0 %.

The property is encumbered by $ 100.0 million of mortgage debt at a rate of 3.15 %.

(d) Real Estate under Development

The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations.

As of December 31, 2022, the Company's development pipeline was comprised of one unconsolidated joint venture project under development aggregating 264 apartment homes and various predevelopment projects, with total incurred costs of $ 102.0 million.

The property is encumbered by $ 100.0 million of mortgage debt at a fixed rate of 3.15 % through December 2026.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

(d) Real Estate under Development

The Company defines development projects as new communities that are being constructed, or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations.

As of December 31, 2023, the Company's development pipeline was comprised of one unconsolidated joint venture project under development aggregating 264 apartment homes and various predevelopment projects, with total incurred costs of $ 114.0 million.

Disaggregated Revenue

33 unchanged sentences

(3) Development includes properties developed which did not have stabilized results as of January 1, 2022.

(4) Non-residential/other, net consists of revenue generated from retail space, commercial properties, held for sale properties, disposition properties, student housing, properties undergoing significant construction activities that do not meet our redevelopment criteria, and two communities located in the California counties of Santa Barbara, and Santa Cruz, which the Company does not consider its core markets.

(5) Same-property revenues reflect concessions on a cash basis.

Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

(5) Same-property revenues reflect concessions on a cash basis.

Total rental and other property revenues reflect concessions on a straight-line basis in accordance with U.S.

Deferred Revenues and Remaining Performance Obligations

1 unchanged sentence

The total deferred revenue balance related to such contracts was $ 1.0 million and $ 1.7 million as of December 31, 2023 and December 31, 2022, respectively, and was included in accounts payable and accrued liabilities within the accompanying consolidated balance sheets.

The amount of revenue recognized for the year ended December 31, 2022 that was included in the December 31, 2021 deferred revenue balance was $ 0.7 million, which was included in interest and other income within the consolidated statements of income and comprehensive income.

The amount of revenue recognized for the year ended December 31, 2023 that was included in the December 31, 2022 deferred revenue balance was $ 0.7 million, which was included in rental and other property revenue within the consolidated statements of income and comprehensive income.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue recognition accounting standard.

11 unchanged sentences

Notes and other receivables consist of the following as of December 31, 2023 and 2022 ($ in thousands):

Notes receivable, secured, weighted average interest rate of 10.10 % as of December 31, 2022 and 10.50 % as of December 31, 2021, due February 2023

(Originated March 2020) (1)

Note receivable, secured, bearing interest at 9.00 %, due December 2023 (Originated November 2020) (2)

Note receivable, secured, bearing interest at 10.00 %, due November 2024 (Originated November 2020)

$ 37,582 $ 33,477

Related party note receivable, secured, bearing interest at 2.15 %, due March 2022 (Originated September 2021) (3) (7)

Related party note receivable, secured, bearing interest at 2.30 %, due April 2022 (Originated October 2021) (4) (7)

Note receivable, secured, bearing interest at 11.00 %, due October 2025 (Originated October 2021)

Related party note receivable, secured, bearing interest at 2.36 %, due February 2022 (Originated November 2021) (5) (7)

Related party note receivable, secured, bearing interest at 2.36 %, due February 2022 (Originated November 2021) (6) (7)

50,146 21,452

Note receivable, secured, bearing interest at 12.00 %, due August 2024 (Originated August 2022)

11,743 10,350

Note receivable, secured, bearing interest at 11.25 %, due October 2027 (Originated October 2022)

Notes and other receivables from affiliates (1)

Straight line rent receivables (2)

12,164 15,523

Other receivables 25,444 18,961

1 unchanged sentence

Total notes and other receivables $ 174,621 $ 103,045

(1) In December 2022, the Company received cash of $ 15.0 million to payoff the principal of this note receivable.

(2) In November 2022, the Company received cash of $ 89.3 million to payoff the principal of this note receivable.

Additionally, the Company received an early redemption fee of $ 0.8 million from the payoff.

(3) In January 2022, the Company received cash of $ 29.2 million to payoff the principal of this note receivable.

(4) In January 2022, the Company received cash of $ 30.3 million to payoff the principal of this note receivable.

(5) In January 2022, the Company received cash of $ 61.9 million to payoff the principal of this note receivable.

(6) In January 2022, the Company received cash of $ 48.4 million to payoff the principal of this note receivable.

(7) See Note 6, Related Party Transactions, for additional details.

(1) These amounts consist of short-term loans outstanding and due from various joint ventures as of December 31, 2023 and 2022, respectively.

See Note 6, Related Party Transactions, for additional details.

(2) These amounts are receivables from lease concessions recorded on a straight-line basis for the Company's operating properties.

The following table presents the activity in the allowance for credit losses for notes and other receivables by loan type ($ in thousands):

Mezzanine Loans Bridge Loans Total

Notes Receivable, Secured

Balance at December 31, 2022 $ 334

19 unchanged sentences

("MMI"), a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013.

For the year ended December 31, 2022 and 2021, there were no brokerage commission fees paid by the Company to MMC and its affiliates related to real estate transactions.

For the year ended December 31, 2020, the Company paid brokerage commissions of $ 0.2 million to MMC and its affiliates related to real estate transactions.

For the years ended December 31, 2023, 2022, and 2021, there were no brokerage commission fees paid by the Company to MMI and its affiliates related to real estate transactions.

The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services.

4 unchanged sentences

As of December 31, 2023 and 2022, $ 6.1 million and $ 7.0 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and are classified within notes and other receivables in the accompanying consolidated balance sheets.

In August 2022, the Company funded an $ 11.2 million preferred equity investment in an entity whose sponsor includes and affiliate of MMC.

In August 2022, the Company funded an $ 11.2 million preferred equity investment in an entity whose sponsor includes an affiliate of MMC.

The entity owns three multifamily communities located in Azusa, CA.

4 unchanged sentences

The note receivable accrued interest at 2.64 % and was scheduled to mature in February 2022, but was paid off in January 2022.

Additionally, the Company received cash of $ 121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI.

Additionally, the Company received cash of $ 121.3 million in January 2022 for the payoff of the remaining related party bridge loans to Wesco VI as detailed below.

In November 2021, the Company provided a $ 48.4 million related party bridge loan in connection with the purchase of an interest in a single asset entity owning an apartment home community in Vista, CA.

The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022 but was paid off in January 2022.

The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.

In November 2021, the Company provided a $ 61.9 million related party bridge loan to Wesco VI in connection with the acquisition of The Rexford.

The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022, but

The note receivable accrued interest at 2.36 % and was scheduled to mature in February 2022, but was paid off in January 2022.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

was paid off in January 2022.

The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.

In October 2021, the Company provided a $ 30.3 million related party bridge loan to Wesco VI in connection with the acquisition of Monterra in Mill Creek.

The note receivable accrued interest at 2.30 % and was scheduled to mature in April 2022, but was paid off in January 2022.

The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.

In September 2021, the Company provided a $ 29.2 million related party bridge loan to Wesco VI in connection with the acquisition of Martha Lake Apartments.

1 unchanged sentence

In December 2021, the maturity date of the note receivable was extended to March 2022, and in January 2022, the note receivable was paid off.

The bridge loan is classified within notes and other receivables in the accompanying consolidated balance sheets.

In March 2021, the Company provided a $ 52.5 million related party bridge loan to Wesco I in connection with the payoff of a debt related to one of its properties located in Southern California.

The note receivable accrued interest at 2.55 % and was paid off in July 2021.

In November 2019, the Company provided an $ 85.5 million related party bridge loan to Wesco V in connection with the acquisition of Velo and Ray.

The note receivable accrued interest at LIBOR plus 1.30 % and was scheduled to mature in February 2020, but was paid off in January 2020.

In June 2019, the Company acquired Brio, a 300 -unit apartment home community located in Walnut Creek, CA.

The Company issued DownREIT units to an affiliate of MMC, based on a contract price of $ 164.9 million.

The property was encumbered by $ 98.7 million of mortgage debt which was assumed by the Company at the time of acquisition.

As a result of this transaction, the Company consolidated the property, based on a VIE analysis performed by the Company.

In February 2019, the Company funded a $ 24.5 million preferred equity investment in an entity whose sponsor is an affiliate of MMC, which owns a multifamily development community located in Mountain View, CA.

The investment initially accrued interest based on an 11.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project.

The investment is scheduled to mature in February 2024.

In October 2018, the Company funded a $ 18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC.

The entity wholly owns a 268 apartment home community development located in Burlingame, CA.

The investment was scheduled to mature in February 2024, but was paid off in December 2023.

In October 2018, the Company funded an $ 18.6 million preferred equity investment in an entity whose sponsor is an affiliate of MMC.

The entity wholly owns a 268 -unit apartment home community development located in Burlingame, CA.

The investment initially accrued interest based on a 12.0 % preferred return which was reduced to 9.0 % upon completion and lease-up of the project.

The investment is scheduled to mature in April 2024.

In April 2023, the investment's maturity date was extended from April 2024 to May 2026 with the investment accruing interest based on an 11.0 % preferred return.

In April 2023, the Company received cash of $ 11.2 million for the partial redemption of this preferred equity investment.

In May 2018, the Company made a commitment to fund a $ 26.5 million preferred equity investment in an entity whose sponsors include an affiliate of MMC.

2 unchanged sentences

The investment was scheduled to mature in May 2023.

In November 2021, the Company received cash of $ 18.3 million, for the partial redemption of this preferred equity investment, and the maturity of the remaining commitment was extended to December 2028.

As of December 31, 2022, the Company had a remaining commitment of $ 13.0 million and continues to accrue interest on a 9.0 % preferred return.

In November 2021, the Company received cash of $ 18.3 million, for the partial redemption of this preferred equity investment resulting in a remaining total commitment of $ 13.0 million, and the maturity was extended to December 2028.

As of December 31, 2023, $ 10.0 million of this commitment had been funded and the Company continues to accrue interest based on a 9.0 % preferred return.

The remaining committed amount is expected to be funded if and when requested by the sponsors.

In March 2017, the Company converted its existing $ 15.3 million preferred equity investment in Sage at Cupertino, a 230 apartment home community located in San Jose, CA, into a 40.5 % common equity ownership interest in the property.

The Company issued DownREIT units to the other members, including an MMC affiliate, based on an estimated property valuation of $ 90.0 million.

At the time of the conversion, the property was encumbered by $ 52.0 million of mortgage debt.

As a result of this transaction, the Company consolidates the property, based on a consolidation analysis performed by the Company.

(7) Unsecured Debt

Essex does not have any indebtedness as all debt is incurred by the Operating Partnership.

Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities up to the maximum amounts and for the full term of the facilities.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

(7) Unsecured Debt

Essex does not have any indebtedness as all debt is incurred by the Operating Partnership.

Essex guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities up to the maximum amounts and for the full term of the facilities.

Unsecured debt consists of the following as of December 31, 2023 and 2022 ($ in thousands):

2 unchanged sentences

Term loan - variable rate, net (1)

$ ( 1,611 ) $ — N/A

$ 298,552 $ ( 1,611 ) 3.8

Bonds public offering - fixed rate, net 5,019,979 5,313,779 7.1

2 unchanged sentences

Lines of credit (3)

52,073 341,257 N/A

Total unsecured debt $ 5,318,531 $ 5,364,241

Weighted average interest rate on fixed rate unsecured bonds private placement and bonds public offering 3.3 % 3.3 %

Weighted average interest rate on variable rate term loan 4.2 % — %

Weighted average interest rate on lines of credit 6.3 % 4.4 %

(1) In October 2022, the Operating Partnership obtained a $ 300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85 %.

The loan has been swapped to an all-in fixed rate of 4.2 % and matures in October 2024 with three 12-month extension options, exercisable at the Company's option.

The loan includes a six-month delayed draw feature.

There was $ 1.6 million of unamortized debt issuance costs as of December 31, 2022.

(1) In October 2022, the Operating Partnership obtained a $ 300.0 million unsecured term loan priced at Adjusted SOFR plus 0.85 % and matures in October 2024 with three 12-month extension options, exercisable at the Company's option.

This loan has been swapped to an all-in fixed rate of 4.2 % and the swap has a termination date of October 2026.

In April 2023, the Company drew down the $ 300.0 million unsecured term loan and in May 2023 used the proceeds to repay the Company's $ 300.0 million unsecured notes due in May 2023.

The unsecured term loan includes unamortized debt issuance costs of $ 1.4 million and $ 1.6 million of as of December 31, 2023 and 2022, respectively.

(2) Includes unamortized discount, net of premiums, of $ 6.1 million and $ 7.9 million and unamortized debt issuance costs of $ 25.3 million and $ 29.9 million as of December 31, 2023 and 2022, respectively.

1 unchanged sentence

These debt issuance costs are included in prepaid expenses and other assets on the consolidated balance sheets.

In July 2022, the Company's $ 1.2 billion credit facility was amended such that the scheduled maturity date was extended to January 2027 with two 6-month extension options, exercisable at the Company's option.

The underlying interest rate on the line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted Secured Overnight Financing Rate ("SOFR") plus 0.75 %.

As of December 31, 2021, this credit facility had an interest rate of LIBOR plus 0.775 %, which is based on a tiered rate structure tied to the Company's credit ratings and a scheduled maturity date of September 2025 with three six-month extensions, exercisable at the Company's option.

In July 2022, the Company's $ 35.0 million working capital unsecured line of credit was amended such that the scheduled maturity date was extended to July 2024.

The underlying interest rate on this line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted SOFR plus 0.75 %.

As of December 31, 2021, the Company's working capital unsecured line of credit had an interest rate of LIBOR plus 0.775 %, which is based on a tiered rate structure tied to the Company's credit ratings, and had a scheduled maturity date of February 2023.

As of December 31, 2023, the Company's $ 1.2 billion credit facility had an interest rate at the Adjusted SOFR plus 0.75 %, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric grid, and a scheduled maturity of January 2027 with two six-month extension options, exercisable at the Company's option.

As of December 31, 2023, the Company's $ 35.0 million working capital unsecured line of credit had an interest rate of Adjusted SOFR plus 0.75 %, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric grid, and a scheduled maturity of July 2024.

In March 2021, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on March 1, 2028 with a coupon rate of 1.700 % per annum (the "2028 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2021.

2 unchanged sentences

The Company used the net proceeds of this offering to repay upcoming debt maturities, including all or a portion of certain unsecured term loans, and for general corporate and working capital purposes.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $ 445.4 million and $ 444.4 million.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023, and 2022, the carrying value of the 2028 Notes, net of discount and debt issuance costs, was $ 446.3 million and $ 445.4 million, respectively.

In June 2021, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550 % per annum (the "June 2031 Notes"), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021.

The June 2031 Notes were offered to investors at a price of 99.367 % of par value.

The June 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

The Company used the net proceeds of this offering to repay upcoming debt maturities, including to fund the redemption of $ 300.0 million aggregate principal amount (plus the make-whole amount and accrued and unpaid interest) of its outstanding 3.375 % senior unsecured notes due January 2023, and for other general corporate and working capital purposes.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

In June 2021, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on June 15, 2031 with a coupon rate of 2.550 % per annum (the "2031 Notes"), which are payable on June 15 and December 15 of each year, beginning on December 15, 2021.

The 2031 Notes were offered to investors at a price of 99.367 % of par value.

The 2031 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022, and 2021, the carrying value of the 2031 Notes, net of discount and debt issuance costs, was $ 296.2 million and $ 295.7 million.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023, and 2022, the carrying value of the June 2031 Notes, net of discount and debt issuance costs, was $ 296.7 million and $ 296.2 million, respectively.

In February 2020, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on March 15, 2032, with a coupon rate of 2.650 % (the "2032 Notes"), which are payable on March 15 and September 15 of each year, beginning on September 15, 2020.

6 unchanged sentences

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023, and 2022, the carrying value of the 2032 Notes, net of premiums and debt issuance costs, was $ 650.7 million and $ 650.8 million respectively.

In August 2020, the Operating Partnership issued $ 600.0 million of senior unsecured notes, consisting of $ 300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650 % (the “2031 Notes”) and $ 300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650 % (the “2050 Notes” and together with the 2031 Notes, the “Notes”).

The 2031 Notes were offered to investors at a price of 99.035 % of par value and the 2050 Notes at 99.691 % of par value.

Interest is payable on the 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021.

In August 2020, the Operating Partnership issued $ 600.0 million of senior unsecured notes, consisting of $ 300.0 million aggregate principal amount due on January 15, 2031 with a coupon rate of 1.650 % (the “January 2031 Notes”) and $ 300.0 million aggregate principal amount due on September 1, 2050 with a coupon rate of 2.650 % (the “2050 Notes” and together with the January 2031 Notes, the “Notes”).

The January 2031 Notes were offered to investors at a price of 99.035 % of par value and the 2050 Notes at 99.691 % of par value.

Interest is payable on the January 2031 Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2021.

Interest is payable on the 2050 Notes semiannually on March 1 and September 1 of each year, beginning on March 1, 2021.

The Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

its outstanding 3.625 % senior unsecured notes due August 2022, and for other general corporate and working capital purposes.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, the carrying value of the 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $ 295.5 million and $ 295.8 million respectively as of December 31, 2022, and $ 295.1 million and $ 295.8 million respectively as of December 31, 2021.

The Company used the net proceeds of this offering to repay debt maturities, including certain unsecured private placement notes, secured mortgage notes, and to fund the redemption of $ 300.0 million aggregate principal amount of its outstanding 3.625 % senior unsecured notes due August 2022, and for other general corporate and working capital purposes.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, the carrying value of the January 2031 Notes and 2050 Notes, net of discount and debt issuance costs was $ 296.1 million and $ 296.0 million, respectively as of December 31, 2023, and $ 295.5 million and $ 295.8 million, respectively as of December 31, 2022.

In August 2019, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on January 15, 2030, with a coupon rate of 3.000 % per annum (the "2030 Notes"), which are payable on January 15 and July 15 of each year, beginning on January 15, 2020.

5 unchanged sentences

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023, and 2022, the carrying value of the 2030 Notes, net of discount and debt issuance costs, was $ 545.5 million and $ 544.7 million, respectively.

In February 2019, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on March 1, 2029, with a coupon rate of 4.000 % per annum (the "2029 Notes"), which are payable on March 1 and September 1 of each year, beginning on September 1, 2019.

The 2029 Notes were offered to investors at a price of 99.188 % of the principal amount thereof.

The 2029 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex Property Trust, Inc.

In March 2019, the Operating Partnership issued an additional $ 150.0 million of the 2029 Notes at a price of 100.717 % of the principal amount thereof.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

The 2029 Notes were offered to investors at a price of 99.188 % of the principal amount thereof.

In March 2019, the Operating Partnership issued an additional $ 150.0 million of the 2029 Notes at a price of 100.717 % of the principal amount thereof.

These additional notes have substantially identical terms as the 2029 Notes issued in February 2019.

17 unchanged sentences

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023 and 2022, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $ 499.3 million and $ 498.8 million, respectively.

In April 2014, the Company assumed $ 900.0 million aggregate principal amount of BRE Property Inc.’s 5.500 % senior notes due 2017;

5.200 % senior notes due 2021;

and 3.375 % senior notes due 2023 (together the "BRE Notes").

These notes are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the BRE Notes had no amount outstanding.

In March 2017, the Company paid off $ 300.0 million of 5.500 % senior notes, at maturity.

In December 2020, the Company paid off $ 300.0 million of 5.200 % senior notes.

In June 2021, the Company paid off the remaining $ 300.0 million of 3.375 % senior notes due 2023.

In April 2014, the Operating Partnership issued $ 400.0 million of senior unsecured notes due on May 1, 2024 with a coupon rate of 3.875 % per annum and are payable on May 1 st and November 1 st of each year, beginning November 1, 2014 (the "2024 Notes").

The 2024 Notes were offered to investors at a price of 99.234 % of par value.

The 2024 Notes are general unsecured

The 2024 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2023 and 2022, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $ 399.8 million and $ 399.1 million, respectively.

In April 2013, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on May 1, 2023 with a coupon rate of 3.25 % per annum and are payable on May 1 st and November 1 st of each year, beginning November 1, 2013 (the "2023 Notes").

The 2023 Notes were offered to investors at a price of 99.152 % of par value.

The 2023 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above.

These notes were paid off at maturity and as of December 31, 2023, the 2023 Notes had no amount outstanding.

As of December 31, 2022, the carrying value of the 2023 Notes, net of discount and debt issuance costs was $ 299.8 million.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Essex Property Trust, Inc.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $ 399.1 million and $ 398.5 million, respectively.

The 2023 Notes were offered to investors at a price of 99.152 % of par value.

These bonds are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2022 and 2021, the carrying value of the 2023 Notes, net of discount and debt issuance costs was $ 299.8 million and $ 299.3 million, respectively.

The following is a summary of the Company’s senior unsecured notes as of December 31, 2023 and 2022 ($ in thousands):

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As of December 31, 2023, the Company had two unsecured lines of credit aggregating $ 1.24 billion, including a $ 1.2 billion unsecured line of credit and a $ 35.0 million working capital unsecured line of credit.

As of December 31, 2022, there was $ 40.0 million outstanding on the $ 1.2 billion unsecured line of credit.

In July 2022, this credit facility was amended such that the scheduled maturity date was extended to January 2027 with two 6-month extension options, exercisable at the Company's option.

The underlying interest rate on the line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted Secured Overnight Financing Rate ("SOFR") plus 0.75 %.

As of December 31, 2021, there was $ 340.0 million outstanding on the line with an interest rate based on a tiered rate structure tied to

As of December 31, 2023 and 2022, there was no amount and $ 40.0 million outstanding on the $ 1.2 billion unsecured line of credit, respectively.

As of December 31, 2023 and 2022, this credit facility had a scheduled maturity date of January 2027 with two six-month extension options, exercisable at the Company's option.

The underlying interest rate on the line is based on a tiered rate structure tied to the Company's corporate ratings, adjusted for the Company's sustainability metric grid, and is at the Adjusted SOFR plus 0.75 %.

As of December 31, 2023 and 2022, there was no amount and $ 12.1 million outstanding on the Company's $ 35.0 million working capital unsecured line of credit, respectively.

As of December 31, 2023 and 2022, the line of credit facility had a scheduled maturity date of July 2024.

The underlying interest rate on this line is based on a tiered rate structure tied to the Company's corporate ratings, adjusted for the Company's sustainability metric grid, and is at the Adjusted SOFR plus 0.75 %.

The Company’s unsecured lines of credit and unsecured debt agreements contain debt covenants related to limitations on indebtedness and liabilities, and maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization.

The Company was in compliance with the debt covenants as of December 31, 2023 and 2022.

ESSEX PROPERTY TRUST, INC.

4 unchanged sentences

December 31, 2023, 2022, and 2021

the Company's credit ratings and was LIBOR plus 0.775 %.

This line of credit had a scheduled maturity date in September 2025 with three 6-month extensions, exercisable at the Company's option as of December 31, 2021.

As of December 31, 2022, there was $ 12.1 million outstanding on the Company's $ 35.0 million working capital unsecured line of credit.

In July 2022, the line of credit facility was amended such that the scheduled maturity date was extended to July 2024.

The underlying interest rate on this line is based on a tiered rate structure tied to the Company's corporate ratings and is at the Adjusted SOFR plus 0.75 %.

As of December 31, 2021, there was $ 1.3 million outstanding on this line with an interest rate based on a tiered rate structure tied to the Company's credit ratings and was LIBOR plus 0.775 % as of December 31, 2021.

The Company was in compliance with the debt covenants as of December 31, 2022 and 2021.

(8) Mortgage Notes Payable

16 unchanged sentences

The Company had no interest rate cap agreements as of December 31, 2023 and 2022, respectively.

(2) In July 2023, the Company closed $ 298.0 million in 10-year secured loans priced at a 5.08 % fixed interest rate.

Includes total unamortized premium, net of discounts, of $ 0.5 million and $ 1.2 million and reduced by unamortized debt issuance costs of $ 3.1 million and $ 2.0 million as of December 31, 2023 and 2022, respectively.

2 unchanged sentences

Repayment of debt before the scheduled maturity date could result in prepayment penalties.

The prepayment penalty on the majority of the Company’s mortgage notes payable are computed by the greater of (a) 1 % of the amount of the principal being prepaid or (b) the present

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S.

The prepayment penalty on the majority of the Company’s mortgage notes payable are computed by the greater of (a) 1 % of the amount of the principal being prepaid or (b) the present value of the principal being prepaid multiplied by the difference between the interest rate of the mortgage note and the stated yield rate on a U.S.

treasury security which generally has an equivalent remaining term as the mortgage note.

4 unchanged sentences

The fair values of interest rate swaps and total return swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In September 2022, the Company entered into one forward starting interest rate swap, with settlement payments commencing in May 2023, related to the $ 300.0 million unsecured term loan entered into in October 2022.

The term loan is priced at Adjusted SOFR plus 0.85 % and has been swapped to an all-in fixed rate of 4.2 %.

In April 2023, the Company drew down the $ 300.0 million term loan priced at Adjusted SOFR plus 0.85 %, which has been swapped to an all-in fixed rate of 4.2 %.

The term loan matures in October 2024 with three 12-month extension options, each exercisable at the Company's option and the swap has a termination date of October 2026.

The term loan includes a 6-month delayed draw feature and had no balance drawn as of December 31, 2022.

In November 2016, the Company replaced its $ 225.0 million term loan with a $ 350.0 million five-year term loan with a delayed draw feature that carries a variable interest rate of LIBOR plus 95 basis points.

In 2016, the Company entered into four forward starting interest rate swaps (settlement payments commenced in March 2017) and in 2017, the Company entered into one forward starting interest rate swap (settlement payments commenced in March 2017) all related to the $ 350.0 million term loan.

These five swaps, with a total notional amount of $ 175.0 million were terminated during the year-ended December 31, 2021.

This derivative qualifies for hedge accounting.

As of December 31, 2023 and 2022, the Company had an outstanding balance on the unsecured term loan of $ 300.0 million and zero , respectively.

As of December 31, 2023 and 2022, the Company had no interest rate caps.

As of December 31, 2022 and 2021, the aggregate carrying value of the interest rate swap contracts were an asset of $ 5.6 million and zero , respectively.

As of December 31, 2022 and 2021, the swap contracts were presented in the consolidated balance sheets as an asset of $ 5.6 million and zero , respectively, and were included in prepaid expenses and other assets on the consolidated balance sheets.

As of December 31, 2023 and 2022, the aggregate carrying value of the interest rate swap contracts were an asset of $ 4.3 million and $ 5.6 million, respectively.

As of December 31, 2023 and 2022, the swap contracts were presented in the consolidated balance sheets as an asset of $ 4.3 million and $ 5.6 million, respectively, and were included in prepaid expenses and other assets on the consolidated balance sheets.

Hedge ineffectiveness related to cash flow hedges, which is included in interest expense on the consolidated statements of income, was zero for the years ended December 31, 2023, 2022, and 2021 respectively.

The Company has four total return swap contracts, with an aggregate notional amount of $ 222.7 million, that effectively convert $ 222.7 million of mortgage notes payable to a floating interest rate based on the Securities Industry and Financial Markets Association Municipal Swap Index ("SIFMA") plus a spread.

The total return swaps provide fair market value protection on the mortgage notes payable to our counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised.

The Company can currently call all four of the total return swaps with $ 223.6 million of the outstanding debt at par.

The Company can currently settle all four of the total return swaps with $ 222.7 million of the outstanding debt at par.

These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero at both December 31, 2023 and 2022, respectively.

These total return swaps are scheduled to mature between December 2024 and November 2033.

The realized gains of $ 7.9 million, $ 10.8 million, and $ 10.7 million as of December 31, 2022, 2021, and 2020, respectively, were reported on the consolidated statements of income as total return swap income.

The realized gains of $ 3.1 million, $ 7.9 million, and $ 10.8 million for the years ended December 31, 2023, 2022, and 2021, respectively, were reported on the consolidated statements of income as total return swap income.

(10) Lease Agreements - Company as Lessor

2 unchanged sentences

All such leases are classified as operating leases.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

Although the majority of the Company’s apartment home and commercial leasing income is derived from fixed lease payments, some lease agreements also allow for variable payments.

1 unchanged sentence

A small number of commercial leases contain provisions for lease payments based on a percentage of gross retail sales over set hurdles.

At the end of the term of apartment home leases, unless the lessee decides to renew the lease with the Company at the market rate or gives notice not to renew, the lease will be automatically renewed on a month-to-month term.

Apartment home leases include an option to terminate the lease, however the lessee must pay the Company for expected or actual downtime to find a new tenant to lease the space or a lease-break fee specified in the lease agreement.

5 unchanged sentences

Furthermore, the Company carries comprehensive liability, fire, extended coverage, and rental loss insurance for each of its communities as well as limited insurance coverage for certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

A maturity analysis of undiscounted future minimum non-cancelable base rent to be received under the above operating leases as of December 31, 2023 is summarized as follows ($ in thousands):

11 unchanged sentences

The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date.

7 unchanged sentences

Total lease liabilities $ 65,091 $ 68,696

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

The components of lease expense for the years ended December 31, 2023 and 2022 were as follows ($ in thousands):

17 unchanged sentences

Operating Leases 5.03 % 5.01 %

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022, 2021, and 2020

Practical Expedients

7 unchanged sentences

The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receipt of the proceeds from the sale of shares until a later date should the Company elect to settle such forward sale agreement, in whole or in part, in shares of its common stock.

The 2021 ATM Program replaced the Company's prior equity distribution agreement entered into in September 2018 ("the "2018 ATM Program") which was terminated upon the establishment of the 2021 ATM Program.

For the year ended December 31, 2022, the Company did not sell any shares of its common stock through the 2021 ATM Program.

For the years ended December 31, 2021 and December 31, 2020, the Company did not sell any shares of its common stock through the 2021 ATM Program or the 2018 ATM Program.

ESSEX PROPERTY TRUST, INC.

AND SUBSIDIARIES

ESSEX PORTFOLIO, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022, and 2021

For the years ended December 31, 2023 and 2022, the Company did not sell any shares of its common stock through the 2021 ATM Program.

As of December 31, 2023, there are no outstanding forward sale agreements, and $ 900.0 million of shares remain available to be sold under the 2021 ATM Program.

1 unchanged sentence

As of December 31, 2023 and 2022, the Operating Partnership had outstanding 2,161,175 and 2,166,359 OP Units respectively.

As of both December 31, 2022 and 2021 the Operating Partnership had 106,137 vested LTIP units.

As of December 31, 2023 and 2022 the Operating Partnership had 97,637 and 106,137 vested LTIP units respectively.

The Operating Partnership’s general partner, Essex, owned 96.6 % of the partnership interests in the Operating Partnership as of both December 31, 2023 and 2022, and Essex is responsible for the management of the Operating Partnership’s business.

23 unchanged sentences

Stock options — 1,153 — 18,422 — 37,409

DownREIT units — — — — 783 94,247

Net income available to common stockholders $ 405,825 64,253,385 $ 6.32 $ 408,315 65,098,186 $ 6.27 $ 488,554 65,088,874 $ 7.51

The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,276,341 , 2,289,391 and 2,296,608 , which include vested Series Z-1 Incentive Units, 2014 Long-Term Incentive Plan Units, and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2022, 2021 and 2020, respectively, because they were anti-dilutive.

The table above excludes from the calculations of diluted earnings per share weighted average convertible OP Units of 2,261,071 , 2,276,341 and 2,289,391 , which include 2014 Long-Term Incentive Plan Units and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2023, 2022 and 2021, respectively, because they were anti-dilutive.

The related income allocated to these convertible OP Units aggregated $ 14.3 million, $ 14.3 million and $ 17.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

9 unchanged sentences

Stock options — 1,153 — 18,422 — 37,409

DownREIT units — — — — 783 94,247

Net income available to common unitholders $ 420,109 66,514,456 $ 6.32 $ 422,612 67,374,527 $ 6.27 $ 505,745 67,378,265 $ 7.51

24 unchanged sentences

Stock-based compensation for options and restricted stock related to recipients who are direct and incremental to projects under development were capitalized and totaled $ 0.6 million, $ 0.7 million, and $ 0.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The intrinsic value of the options exercised totaled $ 7.6 million, $ 25.7 million, and $ 7.4 million, for the years ended December 31, 2022, 2021, and 2020 respectively.

The intrinsic value of the options exercised totaled zero , $ 7.6 million, and $ 25.7 million, for the years ended December 31, 2023, 2022, and 2021 respectively.

The intrinsic value of the options exercisable totaled $ 4.5 million and $ 0.2 million as of December 31, 2023 and 2022, respectively.

57 unchanged sentences

December 31, 2023, 2022, and 2021

Prior to 2013, the Company issued Series Z Incentive Units and Series Z-1 Incentive Units (collectively referred to as "Z Units") of limited partnership interest in the Operating Partnership.

Vesting in the Z Units is based on performance criteria established in the plan.

The criteria can be revised by the Compensation Committee of the Board of Directors if the Committee deems that the plan's criterion is unachievable for any given year.

The sale of Z Units is contractually prohibited.

Z Units are convertible into Operating Partnership units which are exchangeable for shares of the Company’s common stock that have marketability restrictions.

The estimated fair value of Z Units were determined on the grant date and considered the Company's stock price on the date of grant, the dividends that are not paid on unvested units and a marketability discount for the 8 to 15 years of illiquidity.

Compensation expense is calculated by multiplying estimated vesting increases for the period by the estimated fair value as of the grant date.

During 2011 and 2010, the Operating Partnership issued 154,500 Series Z-1 Incentive Units (the "Z-1 Units") of limited partner interest to executives of the Company.

The Z-1 Units are convertible one -for-one into common units of the Operating Partnership (which, in turn, are convertible into common stock of the Company) upon the earlier to occur of 100 percent vesting of the units or the year 2026.

The conversion ratchet (accounted for as vesting) of the Z-1 Units into common units, is to increase consistent with the Company’s annual FFO growth, but is not to be less than zero or greater than 14 percent.

Z-1 Unitholders are entitled to receive distributions, on vested units, that are now equal to dividends distributed to common stockholders.

Equity-based compensation costs for LTIP and Z Units under the fair value method totaled approximately zero for the years ended December 31, 2022, 2021 and 2020.

Equity-based compensation costs related to LTIP Units attributable to recipients who are direct and incremental to these projects was capitalized to real estate under development and totaled approximately zero for the years ended December 31, 2022, 2021, and 2020.

Equity-based compensation costs and total unrecognized compensation costs for LTIP units under the fair value method totaled approximately zero for the years ended December 31, 2023, 2022 and 2021.

The intrinsic value of the vested and unvested LTIP Units totaled $ 24.2 million as of December 31, 2023.

Total unrecognized compensation cost related to the unvested LTIP Units under the LTIP Units plans was zero as of December 31, 2022.

The following table summarizes information about the LTIP Units outstanding as of December 31, 2023:

4 unchanged sentences

Granted — — —

Vested 1,890 ( 1,890 ) —

Converted — — —

50 unchanged sentences

Expensed acquisition and investment related costs ( 595 ) ( 2,132 ) ( 203 )

Impairment loss — — ( 1,825 )

Casualty loss ( 433 ) — —

Gain on sale of real estate and land 59,238 94,416 142,993

1 unchanged sentence

Total return swap income 3,148 7,907 10,774

Interest and other (loss) income ( 19,040 ) 98,744 40,999

Interest and other income (loss) 46,259 ( 19,040 ) 98,744

Equity income from co-investments 10,561 26,030 111,721

Deferred tax benefit (expense) on unconsolidated co-investments 10,236 ( 15,668 ) ( 1,531 )

Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 )

Loss on early retirement of debt, net — ( 2 ) ( 19,010 )

31 unchanged sentences

The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, the impairment will be recognized.

The Company has no way of determining the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company.

The Company cannot determine the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions with respect to the communities currently or formerly owned by the Company.

No assurance can be given that:

5 unchanged sentences

These transactions are within the Company’s control.

Although the Company plans to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, the Company can provide no assurance that it will be able to do so and if such tax liabilities were incurred they may have a material impact on the Company’s financial position.

Although the Company intends to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, if the Company were to sell the contributed assets, the tax liabilities incurred may have a material impact on the Company’s financial position.

ESSEX PROPERTY TRUST, INC.

23 unchanged sentences

Beginning in 2013, the Company has obtained limited third party seismic insurance on selected assets in the Company's co-investments.

The Company is subject to various other legal and/or regulatory proceedings arising in the course of its business operations.

In late 2022 and early 2023, a number of purported class actions were filed against RealPage, Inc., a seller of revenue management software, and various lessors of multifamily housing which utilize this software, including the Company.

The complaints allege collusion among defendants to artificially increase rents of multifamily residential real estate above competitive levels.

The Company intends to vigorously defend against these lawsuits.

Given their early stage, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from such matters.

The Company is also subject to various other legal and/or regulatory proceedings arising in the normal course of its business operations.

The Company believes that, with respect to such matters that it is currently a party to, the ultimate disposition of any such matter will not result in a material adverse effect on the Company’s financial condition, results of operations or cash flows.

To the extent that such a matter arises or is identified in the future that has other than a remote risk of having a material impact on the consolidated financial statements, the Company will disclose the estimated range of possible outcomes associated with it, and, if an outcome is probable, accrue an appropriate liability for that matter.

The Company will consider whether any such matter results in an impairment of value on the affected property and, if so, impairment will be recognized.

ESSEX PROPERTY TRUST, INC.

15 unchanged sentences

Highridge 255 Rancho Palos Verdes, CA 69,451 5,419 18,347 38,782 6,073 56,475 62,548 ( 47,254 ) 1972 May-97 3-30

Lawrence Station 336 Sunnyvale, CA 76,848 45,532 106,735 7,740 45,532 114,475 160,007 ( 42,735 ) 2012 Apr-14 5-30

Magnolia Square/Magnolia

1 unchanged sentence

Marquis 166 San Jose, CA 44,991 20,495 47,823 1,919 20,495 49,742 70,237 ( 8,532 ) 2015 Dec-18 3-30

Paragon Apartments 301 Fremont, CA 59,169 32,230 77,320 4,595 32,230 81,915 114,145 ( 26,880 ) 2013 Jul-14 3-30

Sage at Cupertino 230 San Jose, CA 51,855 35,719 53,449 14,039 35,719 67,488 103,207 ( 20,213 ) 1971 Mar-17 3-30

1 unchanged sentence

161 Anaheim, CA 14,925 — 8,520 9,277 2,353 15,444 17,797 ( 12,780 ) 1984 Apr-00 3-30

The Commons 264 Campbell, CA 57,703 12,555 29,307 12,511 12,556 41,817 54,373 ( 22,749 ) 1973 Jul-10 3-30

The Dylan 184 West Hollywood, CA 57,299 19,984 82,286 4,223 19,990 86,503 106,493 ( 27,116 ) 2015 Mar-15 3-30

The Galloway 506 Pleasanton, CA 102,841 32,966 184,499 6,342 32,966 190,841 223,807 ( 27,546 ) 2016 Jan-20 3-30

The Huxley 187 West Hollywood, CA 52,156 19,362 75,641 5,421 19,371 81,053 100,424 ( 25,347 ) 2014 Mar-15 3-30

14 unchanged sentences

Avenue 64 224 Emeryville, CA — 27,235 64,403 18,098 27,235 82,501 109,736 ( 28,266 ) 2007 Apr-14 5-30

166 Mercer Island, WA — — 49,813 2,707 — 52,520 52,520 ( 17,435 ) 2013 Apr-14 5-30

Avondale at Warner Center 446 Woodland Hills, CA — 10,536 24,522 31,247 10,601 55,704 66,305 ( 41,427 ) 1970 Jan-99 3-30

Bel Air 462 San Ramon, CA — 12,105 18,252 48,315 12,682 65,990 78,672 ( 50,470 ) 1988 Jan-95 3-30

Belcarra 296 Bellevue, WA — 21,725 92,091 5,848 21,725 97,939 119,664 ( 30,235 ) 2009 Apr-14 5-30

Bella Villagio 231 San Jose, CA — 17,247 40,343 7,214 17,247 47,557 64,804 ( 20,346 ) 2004 Sep-10 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

166 Mercer Island, WA — — 49,813 3,145 — 52,958 52,958 ( 19,372 ) 2013 Apr-14 5-30

Avondale at Warner Center 446 Woodland Hills, CA — 10,536 24,522 33,446 10,601 57,903 68,504 ( 44,086 ) 1970 Jan-99 3-30

Bel Air 462 San Ramon, CA — 12,105 18,252 50,318 12,682 67,993 80,675 ( 53,742 ) 1988 Jan-95 3-30

Belcarra 296 Bellevue, WA — 21,725 92,091 6,974 21,725 99,065 120,790 ( 34,031 ) 2009 Apr-14 5-30

Bella Villagio 231 San Jose, CA — 17,247 40,343 8,891 17,247 49,234 66,481 ( 22,441 ) 2004 Sep-10 3-30

BellCentre 249 Bellevue, WA — 16,197 67,207 7,536 16,197 74,743 90,940 ( 27,769 ) 2001 Apr-14 5-30

22 unchanged sentences

Catalina Gardens 128 Los Angeles, CA — 6,714 26,856 4,745 6,714 31,601 38,315 ( 11,166 ) 1987 Apr-14 5-30

CBC Apartments & The Sweeps 239 Goleta, CA — 11,841 45,320 8,155 11,906 53,410 65,316 ( 32,068 ) 1962 Jan-06 3-30

Cedar Terrace 180 Bellevue, WA — 5,543 16,442 11,649 5,652 27,982 33,634 ( 17,938 ) 1984 Jan-05 3-30

2 unchanged sentences

City View 572 Hayward, CA — 9,883 37,670 41,860 10,350 79,063 89,413 ( 63,724 ) 1975 Mar-98 3-30

Collins on Pine 76 Seattle, WA — 7,276 22,226 994 7,276 23,220 30,496 ( 6,904 ) 2013 May-14 3-30

Connolly Station 309 Dublin, CA — 19,949 123,428 4,003 19,949 127,431 147,380 ( 13,666 ) 2014 Jan-20 3-30

Corbella at Juanita Bay 169 Kirkland, WA — 5,801 17,415 4,925 5,801 22,340 28,141 ( 10,276 ) 1978 Nov-10 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Collins on Pine 76 Seattle, WA — 7,276 22,226 1,076 7,276 23,302 30,578 ( 7,783 ) 2013 May-14 3-30

Connolly Station 309 Dublin, CA — 19,949 123,428 5,503 19,949 128,931 148,880 ( 18,748 ) 2014 Jan-20 3-30

Corbella at Juanita Bay 169 Kirkland, WA — 5,801 17,415 5,758 5,801 23,173 28,974 ( 11,369 ) 1978 Nov-10 3-30

Cortesia 308 Rancho Santa Margarita, CA — 13,912 55,649 6,220 13,912 61,869 75,781 ( 21,883 ) 1999 Apr-14 5-30

28 unchanged sentences

Fox Plaza 445 San Francisco, CA — 39,731 92,706 43,656 39,731 136,362 176,093 ( 63,688 ) 1968 Feb-13 3-30

The Henley I/The Henley II 215 Glendale, CA — 6,695 16,753 30,898 6,733 47,613 54,346 ( 36,596 ) 1970 Jun-99 3-30

Highlands at Wynhaven 333 Issaquah, WA — 16,271 48,932 17,285 16,271 66,217 82,488 ( 36,521 ) 2000 Aug-08 3-30

Hillcrest Park 608 Newbury Park, CA — 15,318 40,601 28,006 15,755 68,170 83,925 ( 50,836 ) 1973 Mar-98 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Hacienda at Camarillo Oaks 73 Camarillo, CA — 5,497 17,572 2,464 5,497 20,036 25,533 ( 522 ) 1984 Apr-23 3-30

The Henley I/The Henley II 215 Glendale, CA — 6,695 16,753 31,710 6,733 48,425 55,158 ( 39,183 ) 1970 Jun-99 3-30

Highlands at Wynhaven 333 Issaquah, WA — 16,271 48,932 17,578 16,271 66,510 82,781 ( 39,218 ) 2000 Aug-08 3-30

Hillcrest Park 608 Newbury Park, CA — 15,318 40,601 29,837 15,755 70,001 85,756 ( 53,986 ) 1973 Mar-98 3-30

Hillsdale Garden 697 San Mateo, CA — 22,000 94,681 42,417 22,000 137,098 159,098 ( 81,397 ) 1948 Sep-06 3-30

5 unchanged sentences

Laurels at Mill Creek 164 Mill Creek, WA — 1,559 6,430 9,494 1,595 15,888 17,483 ( 13,520 ) 1981 Dec-96 3-30

Lawrence Station 336 Sunnyvale, CA — 45,532 106,735 7,155 45,532 113,890 159,422 ( 38,670 ) 2012 Apr-14 5-30

Le Parc 140 Santa Clara, CA — 3,090 7,421 16,203 3,092 23,622 26,714 ( 20,121 ) 1975 Feb-94 3-30

22 unchanged sentences

Mylo 476 Santa Clara, CA — 6,472 206,098 867 6,472 206,965 213,437 ( 35,556 ) 2021 Jun-21 3-30

1000 Kiely 121 Santa Clara, CA — 9,359 21,845 10,650 9,359 32,495 41,854 ( 16,631 ) 1971 Mar-11 3-30

Palm Valley 1,100 San Jose, CA — 133,802 312,205 28,233 133,802 340,438 474,240 ( 76,852 ) 2008 Jan-17 3-30

Paragon Apartments 301 Fremont, CA — 32,230 77,320 3,781 32,230 81,101 113,331 ( 23,759 ) 2013 Jul-14 3-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

1000 Kiely 121 Santa Clara, CA — 9,359 21,845 11,284 9,359 33,129 42,488 ( 17,925 ) 1971 Mar-11 3-30

Palm Valley 1,100 San Jose, CA — 133,802 312,205 33,448 133,802 345,653 479,455 ( 91,453 ) 2008 Jan-17 3-30

Park Catalina 90 Los Angeles, CA — 4,710 18,839 4,825 4,710 23,664 28,374 ( 10,795 ) 2002 Jun-12 3-30

30 unchanged sentences

Shadowbrook 418 Redmond, WA — 19,292 77,168 11,517 19,292 88,685 107,977 ( 31,940 ) 1986 Apr-14 5-30

Slater 116 108 Kirkland, WA — 7,379 22,138 1,915 7,379 24,053 31,432 ( 7,903 ) 2013 Sep-13 3-30

Solstice 280 Sunnyvale, CA — 34,444 147,262 8,105 34,444 155,367 189,811 ( 52,443 ) 2014 Apr-14 5-30

ESSEX PROPERTY TRUST, INC.

10 unchanged sentences

depreciation construction acquired (years)

Slater 116 108 Kirkland, WA — 7,379 22,138 2,243 7,379 24,381 31,760 ( 8,886 ) 2013 Sep-13 3-30

Solstice 280 Sunnyvale, CA — 34,444 147,262 9,114 34,444 156,376 190,820 ( 57,770 ) 2014 Apr-14 5-30

Station Park Green 599 San Mateo, CA — 54,782 314,694 111,597 67,204 413,869 481,073 ( 79,930 ) 2018 Mar-18 3-30

9 unchanged sentences

The Cairns 99 Seattle, WA — 6,937 20,679 3,628 6,939 24,305 31,244 ( 13,858 ) 2006 Jun-07 3-30

The Commons 264 Campbell, CA — 12,555 29,307 11,676 12,556 40,982 53,538 ( 20,972 ) 1973 Jul-10 3-30

The Elliot at Mukilteo 301 Mukilteo, WA — 2,498 10,595 20,508 2,824 30,777 33,601 ( 26,499 ) 1981 Jan-97 3-30

The Galloway 506 Pleasanton, CA — 32,966 184,499 4,810 32,966 189,309 222,275 ( 20,181 ) 2016 Jan-20 3-30

The Grand 243 Oakland, CA — 4,531 89,208 9,358 4,531 98,566 103,097 ( 51,214 ) 2009 Jan-09 3-30

78 unchanged sentences

Seventh Amended and Restated Bylaws of Essex Property Trust, Inc.

( effec tive as of December 8, 2022 ), attached as Exhibit 3.

1 to the Company's Current Report on Form 8-K, filed December 13, 2022 , and incorporated herein by reference.

(effective as of December 8, 2022), attached as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed December 13, 2022, and incorporated herein by reference.

Certificate of Limited Partnership of Essex Portfolio, L.P.

and amendments thereto, attached as Exhibit 3.4 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference .

Indenture, dated April 15, 2013, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S.

Bank National Association, as trustee, including the form of 3.25% Senior Notes due 2023 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 15, 2013, and incorporated herein by reference.

Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company's Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.

21 unchanged sentences

Bank National Association, as trustee, including the form of 2.550% Senior Notes due 2031 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 1, 2021, and incorporated herein by reference.

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached as Exhibit 4.14 to the Company's Annual Report on Form 10-K filed February 23, 2023, and incorporated herein by reference.

Agreement between Essex Property Trust, Inc.

2 unchanged sentences

Essex Property Trust, Inc.

Deferred Compensation Plan, As Amended and Restated As of January 1, 2021 , attached as Exhib it 10.2 to the Company's Annual Report on Form 10-K, filed February 25, 2022, an d incorporated herein by reference.

Deferred Compensation Plan, As Amended and Restated As of January 1, 2021, attached as Exhibit 10.2 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.

Form of Indemnification Agreement between Essex Property Trust, Inc.

2 unchanged sentences

Amendment to Agreement, dated as of September 11, 2012, between the Company and George Marcus, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and incorporated herein by reference.

Essex Property Trust, Inc.

Executive Severance Plan (as Amended and Restated effective March 12, 2013), attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 18, 2013, and incorporated herein by reference.* .

Amended and Restated Essex Property Trust Inc.

Executive Severance Plan.

Essex Property Trust, Inc.

15 unchanged sentences

Forms of Essex Property Trust, Inc.

Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.18 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.*

Fourth Amended and Restated Revolving Credit Agreement, dated as of Ju ly 7, 2022, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 202 2 , and incorporated herein by reference.

Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted prior to fiscal year 2024, attached as Exhibit 10.18 to the Company's Annual Report on Form 10-K, filed February 25, 2022, and incorporated herein by reference.

Forms of Essex Property Trust, Inc.

Long-Term Incentive Award Agreements pursuant to the 2018 Stock Award and Incentive Compensation Plan for awards granted commencing fiscal year 2024.*

Separation Agreement and Release, dated as of September 15,2023, by and between Adam W.

Berry and Essex Property Trust, Inc., attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed October 27, 2023, and incorporated herein by reference.*

Fourth Amended and Restated Revolving Credit Agreement, dated as of July 7, 2022, among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and incorporated herein by reference.

Deferred Compensation Plan for Non-Employee Directors, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 7, 2020 and incorporated herein by reference.*

7 unchanged sentences

Power of Attorney (see signature page)

Certification of Michael J.

Schall, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Angela L.

Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Michael J.

Schall, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Angela L.

Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Michael J.

Schall, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Angela L.

Kleiman, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Michael J.

Schall, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Angela L.

Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy for Recovery of Erroneously Awarded Compensation dated as of October 2, 2023.

101.INS XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

22 unchanged sentences

Senior Vice President and Chief Accounting Officer

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J.

Schall and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angela L.

Kleiman and Barbara Pak, and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his or her or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each Registrant and in the capacities and on the dates indicated.

7 unchanged sentences

Director February 23, 2024

/s/ MARY KASARIS

1 unchanged sentence

/s/ ANGELA L.

Chief Operating Officer and Sr.

Executive Vice President, and Director February 23, 2023

Chief Executive Officer and President, and Director

(Principal Executive Officer) February 23, 2024

/s/ THOMAS E.

1 unchanged sentence

/s/ MICHAEL J.

Chief Executive Officer and President, and Director (Principal Executive Officer) February 23, 2023

Director February 23, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures