ESSEX PROPERTY TRUST, INC. 10-K

Item 9A. Controls and Procedures Essex Property Trust, Inc. As of December 31, 2023, Essex carried out an evaluation, under the supervision and with the participation of management, including Essex's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, Essex’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting. 49 Table of Contents Management’s Report on Internal Control Over Financial Reporting Essex’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, 2023. In making this assessment, Essex’s management used the criteria set forth in the report entitled "Internal Control-Integrated Framework (2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Essex’s management has concluded that, as of December 31, 2023, its internal control over financial reporting was effective based on these criteria. Essex’s independent registered public accounting firm, KPMG LLP, has issued an attestation report over Essex’s internal control over financial reporting, which is included herein. Essex Portfolio, L.P. As of December 31, 2023, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, the Operating Partnership’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2023. In making this assessment, the Operating Partnership’s management used the criteria set forth in the report entitled "Internal Control-Integrated Framework (2013)" published by COSO. The Operating Partnership’s management has concluded that, as of December 31, 2023, its internal control over financial reporting was effective based on these criteria. Item 9B. 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. 50 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 51 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Stockholders, under the heading "Board and Corporate Governance Matters," to be filed with the SEC within 120 days of December 31, 2023. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Stockholders, under the headings "Executive Compensation" and "Director Compensation," to be filed with the SEC within 120 days of December 31, 2023. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Stockholders, under the heading "Security Ownership of Certain Beneficial Owners and Management," to be filed with the SEC within 120 days of December 31, 2023. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Stockholders, under the heading "Certain Relationships and Related Persons Transactions," to be filed with the SEC within 120 days of December 31, 2023. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 2024 Annual Meeting of Stockholders, under the headings "Report of the Audit Committee" and "Fees Paid to KPMG LLP," to be filed with the SEC within 120 days of December 31, 2023. 52 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (A) Financial Statements (1) Consolidated Financial Statements of Essex Property Trust, Inc. Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185) F- 1 Consolidated Balance Sheets: As of December 31, 2023 and 2022 F- 6 Consolidated Statements of Income: Years ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statements of Comprehensive Income: Years ended December 31, 2023, 2022, and 2021 F- 8 Consolidated Statements of Equity: Years ended December 31, 2023, 2022, and 2021 F- 9 Consolidated Statements of Cash Flows: Years ended December 31, 2023, 2022, and 2021 F- 11 Notes to Consolidated Financial Statements F- 20 (2) Consolidated Financial Statements of Essex Portfolio, L.P. Report of Independent Registered Public Accounting Firm F- 4 Consolidated Balance Sheets: As of December 31, 2023 and 2022 F- 13 Consolidated Statements of Income: Years ended December 31, 2023, 2022, and 2021 F- 14 Consolidated Statements of Comprehensive Income: Years ended December 31, 2023, 2022, and 2021 F- 15 Consolidated Statements of Capital: Years ended December 31, 2023, 2022, and 2021 F- 16 Consolidated Statements of Cash Flows: Years ended December 31, 2023, 2022, and 2021 F- 18 Notes to Consolidated Financial Statements F- 20 (3) Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2023 F- 56 (4) See the Exhibit Index immediately preceding the signature page and certifications for a list of exhibits filed or incorporated by reference as part of this report. (B) Exhibits The Company hereby files, as exhibits to this Form 10-K, those exhibits listed on the Exhibit Index referenced in Item 15(A)(4) above. Item 16. Form 10-K Summary None. 53 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Essex Property Trust, Inc.: 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, 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of events or changes in circumstances that indicate rental properties may be impaired 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. Specifically, subjective auditor judgment was required to evaluate the length of the period the Company expects to receive cash flows from the rental property. Changes to shorten the period the Company expects to receive cash flows from the rental property could indicate a potential impairment. F- 1 Table of Contents 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 1994. San Francisco, California February 23, 2024 F- 2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Essex Property Trust, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Essex Property Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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), and our report dated February 23, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP San Francisco, California February 23, 2024 F- 3 Table of Contents Report of Independent Registered Public Accounting Firm To the Partners of Essex Portfolio, L.P. and the Board of Directors of Essex Property Trust, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, capital, 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 Operating Partnership 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. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of events or changes in circumstances that indicate rental properties may be impaired 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. Specifically, subjective auditor judgment was required to evaluate the length of the period the Operating Partnership expects to receive cash flows from the rental property. Changes to shorten the period the Operating Partnership expects to receive cash flows from the rental property could indicate a potential impairment. F- 4 Table of Contents 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 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. /s/ KPMG LLP We have served as the Operating Partnership's auditor since 2013. San Francisco, California February 23, 2024 F- 5 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2023 and 2022 (Dollars in thousands, except share amounts) 2023 2022 ASSETS Real estate: Rental properties: Land and land improvements $ 3,036,912 $ 3,043,321 Buildings and improvements 13,098,311 12,922,906 16,135,223 15,966,227 Less: accumulated depreciation ( 5,664,931 ) ( 5,152,133 ) 10,470,292 10,814,094 Real estate under development 23,724 24,857 Co-investments 1,061,733 1,127,491 11,555,749 11,966,442 Cash and cash equivalents-unrestricted 391,749 33,295 Cash and cash equivalents-restricted 8,585 9,386 Marketable securities, net of allowance for credit losses of zero as of both December 31, 2023 and December 31, 2022 87,795 112,743 Notes and other receivables, net of allowance for credit losses of $ 0.7 million and $ 0.3 million as of December 31, 2023 and December 31, 2022 (includes related party receivables of $ 6.1 million and $ 7.0 million as of December 31, 2023 and December 31, 2022, respectively) 174,621 103,045 Operating lease right-of-use assets 63,757 67,239 Prepaid expenses and other assets 79,171 80,755 Total assets $ 12,361,427 $ 12,372,905 LIABILITIES AND EQUITY Unsecured debt, net $ 5,318,531 $ 5,312,168 Mortgage notes payable, net 887,204 593,943 Lines of credit — 52,073 Accounts payable and accrued liabilities 176,401 165,461 Construction payable 20,659 23,159 Dividends payable 155,695 149,166 Distributions in excess of investments in co-investments 65,488 42,532 Operating lease liabilities 65,091 68,696 Other liabilities 46,175 43,441 Total liabilities 6,735,244 6,450,639 Commitments and contingencies Redeemable noncontrolling interest 32,205 27,150 Equity: Common stock; $ 0.0001 par value, 670,000,000 shares authorized; 64,203,497 and 64,604,603 shares issued and outstanding, respectively 6 6 Additional paid-in capital 6,656,720 6,750,076 Distributions in excess of accumulated earnings ( 1,267,536 ) ( 1,080,176 ) Accumulated other comprehensive income, net 33,556 46,466 Total stockholders' equity 5,422,746 5,716,372 Noncontrolling interest 171,232 178,744 Total equity 5,593,978 5,895,116 Total liabilities and equity $ 12,361,427 $ 12,372,905 See accompanying notes to consolidated financial statements. F- 6 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2023, 2022 and 2021 (Dollars in thousands, except per share and share amounts) 2023 2022 2021 Revenues: Rental and other property $ 1,658,264 $ 1,595,675 $ 1,431,418 Management and other fees from affiliates 11,131 11,139 9,138 1,669,395 1,606,814 1,440,556 Expenses: Property operating, excluding real estate taxes 299,672 283,351 264,869 Real estate taxes 185,807 183,918 180,367 Corporate-level property management expenses 45,872 40,704 36,211 Depreciation and amortization 548,438 539,319 520,066 General and administrative 63,474 56,577 51,838 Expensed acquisition and investment related costs 595 2,132 203 Casualty loss 433 — — 1,144,291 1,106,001 1,053,554 Gain on sale of real estate and land 59,238 94,416 142,993 Earnings from operations 584,342 595,229 529,995 Interest expense ( 212,905 ) ( 204,798 ) ( 203,125 ) Total return swap income 3,148 7,907 10,774 Interest and other income (loss) 46,259 ( 19,040 ) 98,744 Equity income from co-investments 10,561 26,030 111,721 Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 ) Loss on early retirement of debt, net — ( 2 ) ( 19,010 ) Gain on remeasurement of co-investment — 17,423 2,260 Net income 430,708 432,985 515,691 Net income attributable to noncontrolling interest ( 24,883 ) ( 24,670 ) ( 27,137 ) Net income available to common stockholders $ 405,825 $ 408,315 $ 488,554 Per share data: Basic: Net income available to common stockholders $ 6.32 $ 6.27 $ 7.51 Weighted average number of shares outstanding during the year 64,252,232 65,079,764 65,051,465 Diluted: Net income available to common stockholders $ 6.32 $ 6.27 $ 7.51 Weighted average number of shares outstanding during the year 64,253,385 65,098,186 65,088,874 See accompanying notes to consolidated financial statements. F- 7 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years ended December 31, 2023, 2022 and 2021 (Dollars in thousands) 2023 2022 2021 Net income $ 430,708 $ 432,985 $ 515,691 Other comprehensive income (loss): Change in fair value of derivatives and amortization of swap settlements ( 13,364 ) 54,158 9,170 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 (loss) income ( 13,364 ) 53,814 9,499 Comprehensive income 417,344 486,799 525,190 Comprehensive income attributable to noncontrolling interest ( 24,429 ) ( 26,466 ) ( 27,459 ) Comprehensive income attributable to controlling interest $ 392,915 $ 460,333 $ 497,731 See accompanying notes to consolidated financial statements. F- 8 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Equity Years ended December 31, 2023, 2022 and 2021 (Dollars and shares in thousands) Common stock Additional paid-in capital Distributions in excess of accumulated earnings Accumulated other comprehensive income (loss), net Noncontrolling interest Total Shares Amount Balances at December 31, 2020 64,999 $ 6 $ 6,876,326 $ ( 861,193 ) $ ( 14,729 ) $ 182,782 $ 6,183,192 Net income — — — 488,554 — 27,137 515,691 Change in fair value of derivatives and amortization of swap settlements — — — — 8,859 311 9,170 Change in fair value of marketable debt securities, net — — — — 318 11 329 Issuance of common stock under: Stock option and restricted stock plans, net 279 1 53,051 — — — 53,052 Sale of common stock, net — — ( 455 ) — — — ( 455 ) Equity based compensation costs — — 11,286 — — 397 11,683 Retirement of common stock, net ( 40 ) — ( 9,172 ) — — — ( 9,172 ) Changes in the redemption value of redeemable noncontrolling interest — — ( 7,489 ) — — 599 ( 6,890 ) Contributions from noncontrolling interest — — — — — 1,900 1,900 Distributions to noncontrolling interest — — — — — ( 29,341 ) ( 29,341 ) Redemptions of noncontrolling interest 10 — ( 7,566 ) — — ( 891 ) ( 8,457 ) Common stock dividends ($ 8.36 per share) — — — ( 544,194 ) — — ( 544,194 ) Balances at December 31, 2021 65,248 $ 7 $ 6,915,981 $ ( 916,833 ) $ ( 5,552 ) $ 182,905 $ 6,176,508 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 Change in fair value of marketable debt securities, net — — — — 224 9 233 Issuance of common stock under: Stock option and restricted stock plans, net 89 — 17,309 — — — 17,309 Sale of common stock, net — — ( 314 ) — — — ( 314 ) Equity based compensation costs — — 11,059 — — 387 11,446 Retirement of common stock, net ( 740 ) ( 1 ) ( 189,725 ) — — — ( 189,726 ) F- 9 Table of Contents Changes in the redemption value of redeemable noncontrolling interest — — 6,230 — — 808 7,038 Contributions from noncontrolling interest — — — — — 125 125 Distributions to noncontrolling interest — — — — — ( 30,959 ) ( 30,959 ) Redemptions of noncontrolling interest 8 — ( 10,464 ) — — ( 988 ) ( 11,452 ) Common stock dividends ($ 8.80 per share) — — — ( 571,658 ) — — ( 571,658 ) Balances at December 31, 2022 64,605 $ 6 $ 6,750,076 $ ( 1,080,176 ) $ 46,466 $ 178,744 $ 5,895,116 Net income — — — 405,825 24,883 430,708 Change in fair value of derivatives and amortization of swap settlements — — — — ( 12,910 ) ( 454 ) ( 13,364 ) Issuance of common stock under: Stock option and restricted stock plans, net 21 — ( 3,825 ) — — — ( 3,825 ) Sale of common stock, net — — ( 347 ) — — — ( 347 ) Equity based compensation costs — — 11,723 — — 412 12,135 Retirement of common stock, net ( 437 ) — ( 95,657 ) — — — ( 95,657 ) Changes in the redemption value of redeemable noncontrolling interest — — ( 5,150 ) — — 95 ( 5,055 ) Distributions to noncontrolling interest — — — — — ( 31,939 ) ( 31,939 ) Redemptions of noncontrolling interest 14 — ( 100 ) — — ( 509 ) ( 609 ) Common stock dividends ($ 9.24 per share) — — — ( 593,185 ) — — ( 593,185 ) Balances at December 31, 2023 64,203 $ 6 $ 6,656,720 $ ( 1,267,536 ) $ 33,556 $ 171,232 $ 5,593,978 See accompanying notes to consolidated financial statements. F- 10 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2023, 2022 and 2021 (Dollars in thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 430,708 $ 432,985 $ 515,691 Adjustments to reconcile net income to net cash provided by operating activities: Straight-lined rents 2,773 3,330 9,672 Depreciation and amortization 548,438 539,319 520,066 Amortization of discount and debt financing costs, net 6,911 6,712 9,538 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 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 ) 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 on early retirement of debt, net — 2 19,010 Gain on remeasurement of co-investment — ( 17,423 ) ( 2,260 ) Changes in operating assets and liabilities: Prepaid expenses, receivables, operating lease right-of-use assets, and other assets ( 9,721 ) 5,183 4,878 Accounts payable, accrued liabilities, and operating lease liabilities 5,335 ( 17,266 ) 22,298 Other liabilities 2,735 9,627 6,143 Net cash provided by operating activities 980,064 975,649 905,259 Cash flows from investing activities: Additions to real estate: Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired ( 25,098 ) ( 21,870 ) ( 153,481 ) Redevelopment ( 72,577 ) ( 96,718 ) ( 61,671 ) 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 ) Investments in notes receivable ( 58,127 ) ( 168,095 ) ( 245,144 ) Collections of notes and other receivables — 412,006 104,405 Proceeds from insurance for property losses 3,431 4,325 879 Proceeds from dispositions of real estate 99,388 157,985 297,454 Contributions to co-investments ( 37,405 ) ( 163,188 ) ( 306,266 ) Changes in refundable deposits 10,200 ( 16,318 ) ( 9,486 ) Purchases of marketable securities ( 20,780 ) ( 18,109 ) ( 23,805 ) Sales and maturities of marketable securities 64,320 71,222 16,577 Non-operating distributions from co-investments 39,751 175,624 154,120 Net cash (used in) provided by investing activities ( 145,140 ) 145,958 ( 397,397 ) Cash flows from financing activities: Proceeds from unsecured debt and mortgage notes 598,000 — 745,505 F- 11 Table of Contents Payments on unsecured debt and mortgage notes ( 302,429 ) ( 64,542 ) ( 1,053,501 ) Proceeds from lines of credit 844,046 1,376,452 1,050,589 Repayments of lines of credit ( 896,119 ) ( 1,665,636 ) ( 709,332 ) Retirement of common stock ( 95,657 ) ( 189,726 ) ( 9,172 ) Additions to deferred charges ( 1,736 ) ( 2,638 ) ( 8,350 ) Payments related to debt prepayment penalties — — ( 18,342 ) Net proceeds from issuance of common stock ( 347 ) ( 314 ) ( 455 ) Net proceeds from stock options exercised — 19,525 58,497 Payments related to tax withholding for share-based compensation ( 3,825 ) ( 2,216 ) ( 5,445 ) Contributions from noncontrolling interest — 125 1,900 Distributions to noncontrolling interest ( 31,619 ) ( 30,740 ) ( 29,379 ) Redemption of noncontrolling interest ( 609 ) ( 11,452 ) ( 8,457 ) Redemption of redeemable noncontrolling interest — ( 478 ) ( 4,463 ) Common stock dividends paid ( 586,976 ) ( 565,924 ) ( 542,860 ) Net cash used in financing activities ( 477,271 ) ( 1,137,564 ) ( 533,265 ) 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 Unrestricted and restricted cash and cash equivalents at end of period $ 400,334 $ 42,681 $ 58,638 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest $ 207,038 $ 198,323 $ 194,203 Interest capitalized $ 823 $ 2,272 $ 6,153 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,962 $ 6,987 $ 6,963 Supplemental disclosure of noncash investing and financing activities: Transfers between real estate under development and rental properties, net $ 1,497 $ 100,737 $ 328,393 Transfer from real estate under development to co-investments $ 1,732 $ 2,276 $ 3,068 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 $ — See accompanying notes to consolidated financial statements F- 12 Table of Contents ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2023 and 2022 (Dollars in thousands, except per unit amounts) 2023 2022 ASSETS Real estate: Rental properties: Land and land improvements $ 3,036,912 $ 3,043,321 Buildings and improvements 13,098,311 12,922,906 16,135,223 15,966,227 Less: accumulated depreciation ( 5,664,931 ) ( 5,152,133 ) 10,470,292 10,814,094 Real estate under development 23,724 24,857 Co-investments 1,061,733 1,127,491 11,555,749 11,966,442 Cash and cash equivalents-unrestricted 391,749 33,295 Cash and cash equivalents-restricted 8,585 9,386 Marketable securities, net of allowance for credit losses of zero as of both December 31, 2023 and December 31, 2022 87,795 112,743 Notes and other receivables, net of allowance for credit losses of $ 0.7 million and $ 0.3 million as of December 31, 2023 and December 31, 2022 (includes related party receivables of $ 6.1 million and $ 7.0 million as of December 31, 2023 and December 31, 2022, respectively) 174,621 103,045 Operating lease right-of-use assets 63,757 67,239 Prepaid expenses and other assets 79,171 80,755 Total assets $ 12,361,427 $ 12,372,905 LIABILITIES AND CAPITAL Unsecured debt, net $ 5,318,531 $ 5,312,168 Mortgage notes payable, net 887,204 593,943 Lines of credit — 52,073 Accounts payable and accrued liabilities 176,401 165,461 Construction payable 20,659 23,159 Distributions payable 155,695 149,166 Distributions in excess of investments in co-investments 65,488 42,532 Operating lease liabilities 65,091 68,696 Other liabilities 46,175 43,441 Total liabilities 6,735,244 6,450,639 Commitments and contingencies Redeemable noncontrolling interest 32,205 27,150 Capital: General Partner: Common equity ( 64,203,497 and 64,604,603 units issued and outstanding, respectively) 5,389,190 5,669,906 5,389,190 5,669,906 Limited Partners: Common equity ( 2,258,812 and 2,272,496 units issued and outstanding, respectively) 44,991 51,454 Accumulated other comprehensive income 38,646 52,010 Total partners' capital 5,472,827 5,773,370 Noncontrolling interest 121,151 121,746 Total capital 5,593,978 5,895,116 Total liabilities and capital $ 12,361,427 $ 12,372,905 See accompanying notes to consolidated financial statements F- 13 Table of Contents ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2023, 2022, and 2021 (Dollars in thousands, except per unit and unit amounts) 2023 2022 2021 Revenues: Rental and other property $ 1,658,264 $ 1,595,675 $ 1,431,418 Management and other fees from affiliates 11,131 11,139 9,138 1,669,395 1,606,814 1,440,556 Expenses: Property operating, excluding real estate taxes 299,672 283,351 264,869 Real estate taxes 185,807 183,918 180,367 Corporate-level property management expenses 45,872 40,704 36,211 Depreciation and amortization 548,438 539,319 520,066 General and administrative 63,474 56,577 51,838 Expensed acquisition and investment related costs 595 2,132 203 Casualty loss 433 — — 1,144,291 1,106,001 1,053,554 Gain on sale of real estate and land 59,238 94,416 142,993 Earnings from operations 584,342 595,229 529,995 Interest expense ( 212,905 ) ( 204,798 ) ( 203,125 ) Total return swap income 3,148 7,907 10,774 Interest and other income (loss) 46,259 ( 19,040 ) 98,744 Equity income from co-investments 10,561 26,030 111,721 Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 ) Loss on early retirement of debt, net — ( 2 ) ( 19,010 ) Gain on remeasurement of co-investment — 17,423 2,260 Net income 430,708 432,985 515,691 Net income attributable to noncontrolling interest ( 10,599 ) ( 10,373 ) ( 9,946 ) Net income available to common unitholders $ 420,109 $ 422,612 $ 505,745 Per unit data: Basic: Net income available to common unitholders $ 6.32 $ 6.27 $ 7.51 Weighted average number of common units outstanding during the year 66,513,303 67,356,105 67,340,856 Diluted: Net income available to common unitholders $ 6.32 $ 6.27 $ 7.51 Weighted average number of common units outstanding during the year 66,514,456 67,374,527 67,378,265 See accompanying notes to consolidated financial statements F- 14 Table of Contents ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Years Ended December 31, 2023, 2022, and 2021 (Dollars in thousands) 2023 2022 2021 Net income $ 430,708 $ 432,985 $ 515,691 Other comprehensive income (loss): Change in fair value of derivatives and amortization of swap settlements ( 13,364 ) 54,158 9,170 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 (loss) income ( 13,364 ) 53,814 9,499 Comprehensive income 417,344 486,799 525,190 Comprehensive income attributable to noncontrolling interest ( 10,599 ) ( 10,373 ) ( 9,946 ) Comprehensive income attributable to controlling interest $ 406,745 $ 476,426 $ 515,244 See accompanying notes to consolidated financial statements. F- 15 Table of Contents ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES Consolidated Statements of Capital Years ended December 31, 2023, 2022, and 2021 (Dollars and units in thousands) Accumulated other comprehensive income (loss), net General Partner Limited Partners Noncontrolling interest Total Common Equity Common Equity Units Amount Units Amount Balances at December 31, 2020 64,999 $ 6,015,139 2,295 $ 58,184 $ ( 11,303 ) $ 121,172 $ 6,183,192 Net income — 488,554 — 17,191 — 9,946 515,691 Change in fair value of derivatives and amortization of swap settlements — — — — 9,170 — 9,170 Change in fair value of marketable debt securities, net — — — — 329 — 329 Issuance of common units under: General partner's stock based compensation, net 279 53,052 — — — — 53,052 Sale of common stock by general partner, net — ( 455 ) — — — — ( 455 ) Equity based compensation costs — 11,286 — 397 — — 11,683 Retirement of common units, net ( 40 ) ( 9,172 ) — — — — ( 9,172 ) Changes in the redemption value of redeemable noncontrolling interest — ( 7,489 ) — 152 — 447 ( 6,890 ) Contributions from noncontrolling interest — — — — — 1,900 1,900 Distributions to noncontrolling interest — — — — — ( 10,215 ) ( 10,215 ) Redemptions 10 ( 7,566 ) ( 13 ) ( 296 ) — ( 595 ) ( 8,457 ) Distributions declared ($ 8.36 per unit) — ( 544,194 ) — ( 19,126 ) — — ( 563,320 ) Balances at December 31, 2021 65,248 $ 5,999,155 2,282 $ 56,502 $ ( 1,804 ) $ 122,655 $ 6,176,508 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 stock under: General partner's stock based compensation, net 89 17,309 — — — — 17,309 Sale of common stock by general partner, net — ( 314 ) — — — — ( 314 ) Equity based compensation costs — 11,059 — 387 — — 11,446 Retirement of common units, net ( 740 ) ( 189,726 ) — — — — ( 189,726 ) F- 16 Table of Contents Changes in redemption value of redeemable noncontrolling interest — 6,230 — 386 — 422 7,038 Contributions from noncontrolling interest — — — — — 125 125 Distributions to noncontrolling interest — — — — — ( 10,935 ) ( 10,935 ) Redemptions 8 ( 10,464 ) ( 10 ) ( 94 ) — ( 894 ) ( 11,452 ) Distributions declared ($ 8.80 per unit) — ( 571,658 ) — ( 20,024 ) — — ( 591,682 ) Balances at December 31, 2022 64,605 $ 5,669,906 2,272 $ 51,454 $ 52,010 $ 121,746 $ 5,895,116 Net income — 405,825 — 14,284 — 10,599 430,708 Change in fair value of derivatives and amortization of swap settlements — — — — ( 13,364 ) — ( 13,364 ) Issuance of common stock under: General partner's stock based compensation, net 21 ( 3,825 ) — — — — ( 3,825 ) Sale of common stock by general partner, net — ( 347 ) — — — — ( 347 ) Equity based compensation costs — 11,723 — 412 — — 12,135 Retirement of common units, net ( 437 ) ( 95,657 ) — — — — ( 95,657 ) Changes in redemption value of redeemable noncontrolling interest — ( 5,150 ) — 75 — 20 ( 5,055 ) Distributions to noncontrolling interest — — — — — ( 11,060 ) ( 11,060 ) Redemptions 14 ( 100 ) ( 13 ) ( 355 ) — ( 154 ) ( 609 ) Distributions declared ($ 9.24 per unit) — ( 593,185 ) — ( 20,879 ) — — ( 614,064 ) Balances at December 31, 2023 64,203 $ 5,389,190 2,259 $ 44,991 $ 38,646 $ 121,151 $ 5,593,978 See accompanying notes to consolidated financial statements F- 17 Table of Contents ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2023, 2022, and 2021 (Dollars in thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 430,708 $ 432,985 $ 515,691 Adjustments to reconcile net income to net cash provided by operating activities: Straight-lined rents 2,773 3,330 9,672 Depreciation and amortization 548,438 539,319 520,066 Amortization of discount and debt financing costs, net 6,911 6,712 9,538 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 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 ) 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 on early retirement of debt, net — 2 19,010 Gain on remeasurement of co-investment — ( 17,423 ) ( 2,260 ) Changes in operating assets and liabilities: Prepaid expenses, receivables, operating lease right-of-use assets, and other assets ( 9,721 ) 5,183 4,878 Accounts payable, accrued liabilities, and operating lease liabilities 5,335 ( 17,266 ) 22,298 Other liabilities 2,735 9,627 6,143 Net cash provided by operating activities 980,064 975,649 905,259 Cash flows from investing activities: Additions to real estate: Acquisitions of real estate and acquisition related capital expenditures, net of cash acquired ( 25,098 ) ( 21,870 ) ( 153,481 ) Redevelopment ( 72,577 ) ( 96,718 ) ( 61,671 ) 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 ) Investments in notes receivable ( 58,127 ) ( 168,095 ) ( 245,144 ) Collections of notes and other receivables — 412,006 104,405 Proceeds from insurance for property losses 3,431 4,325 879 Proceeds from dispositions of real estate 99,388 157,985 297,454 Contributions to co-investments ( 37,405 ) ( 163,188 ) ( 306,266 ) Changes in refundable deposits 10,200 ( 16,318 ) ( 9,486 ) Purchases of marketable securities ( 20,780 ) ( 18,109 ) ( 23,805 ) Sales and maturities of marketable securities 64,320 71,222 16,577 Non-operating distributions from co-investments 39,751 175,624 154,120 Net cash (used in) provided by investing activities ( 145,140 ) 145,958 ( 397,397 ) Cash flows from financing activities: Proceeds from unsecured debt and mortgage notes 598,000 — 745,505 F- 18 Table of Contents Payments on unsecured debt and mortgage notes ( 302,429 ) ( 64,542 ) ( 1,053,501 ) Proceeds from lines of credit 844,046 1,376,452 1,050,589 Repayments of lines of credit ( 896,119 ) ( 1,665,636 ) ( 709,332 ) Retirement of common units ( 95,657 ) ( 189,726 ) ( 9,172 ) Additions to deferred charges ( 1,736 ) ( 2,638 ) ( 8,350 ) Payments related to debt prepayment penalties — — ( 18,342 ) Net proceeds from issuance of common units ( 347 ) ( 314 ) ( 455 ) Net proceeds from stock options exercised — 19,525 58,497 Payments related to tax withholding for share-based compensation ( 3,825 ) ( 2,216 ) ( 5,445 ) Contributions from noncontrolling interest — 125 1,900 Distributions to noncontrolling interest ( 8,558 ) ( 8,450 ) ( 8,369 ) Redemption of noncontrolling interests ( 609 ) ( 11,452 ) ( 8,457 ) Redemption of redeemable noncontrolling interests — ( 478 ) ( 4,463 ) Common units distributions paid ( 610,037 ) ( 588,214 ) ( 563,870 ) Net cash used in financing activities ( 477,271 ) ( 1,137,564 ) ( 533,265 ) 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 Unrestricted and restricted cash and cash equivalents at end of period $ 400,334 $ 42,681 $ 58,638 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest $ 207,038 $ 198,323 $ 194,203 Interest capitalized $ 823 $ 2,272 $ 6,153 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,962 $ 6,987 $ 6,963 Supplemental disclosure of noncash investing and financing activities: Transfers between real estate under development and rental properties, net $ 1,497 $ 100,737 $ 328,393 Transfer from real estate under development to co-investments $ 1,732 $ 2,276 $ 3,068 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 $ — See accompanying notes to consolidated financial statements F- 19 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (1) Organization The accompanying consolidated financial statements present the accounts of Essex Property Trust, Inc. ("Essex" or the "Company"), which include the accounts of the Company and Essex Portfolio, L.P. and its subsidiaries (the "Operating Partnership," which holds the operating assets of the Company). Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership. Essex is the sole general partner of the Operating Partnership with a 96.6 % general partner interest and the limited partners owned a 3.4 % interest as of December 31, 2023. The limited partners may convert their Operating Partnership units into an equivalent number of shares of Essex common stock. Total Operating Partnership limited partnership units ("OP Units," and the holders of such OP Units, "Unitholders") outstanding were 2,258,812 and 2,272,496 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 $ 560.0 million and $ 481.6 million, as of December 31, 2023 and 2022, respectively. The Company has reserved shares of common stock for such conversions. As of December 31, 2023, the Company owned or had ownership interests in 252 operating apartment communities, comprising 61,997 apartment homes, excluding the Company's ownership interests in preferred interest co-investments, loan investments, three operating commercial buildings, and a development pipeline comprised of one unconsolidated joint venture project. The operating apartment communities are located in Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan areas. F- 20 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (2) Summary of Critical and Significant Accounting Policies (a) Principles of Consolidation and Basis of Presentation The accounts of the Company, its controlled subsidiaries and the variable interest entities ("VIEs") in which it is the primary beneficiary are consolidated in the accompanying financial statements and prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. All significant inter-company accounts and transactions have been eliminated. Noncontrolling interest includes the 3.4 % limited partner interests in the Operating Partnership not held by the Company at both December 31, 2023 and 2022. These percentages include the Operating Partnership’s vested long-term incentive plan units (see Note 14). (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. (c) Real Estate Rental Properties Significant expenditures, which improve or extend the life of an asset and have a useful life of greater than one year , are capitalized. Operating real estate assets are stated at cost and consist of land and land improvements, buildings and improvements, furniture, fixtures and equipment, and other costs incurred during their development, redevelopment and acquisition. Expenditures for maintenance and repairs are charged to expense as incurred. The depreciable life of various categories of fixed assets is as follows: Computer software and equipment 3 - 5 years Interior apartment home improvements 5 years Furniture, fixtures and equipment 5 - 10 years Land improvements and certain exterior components of real property 10 years 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 F- 21 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 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. The values of the above and below market leases are amortized and recorded as either a decrease (in the case of above market leases) or an increase (in the case of below market leases) to rental revenue over the remaining term of the associated leases acquired. The value of acquired in-place leases are amortized to expense over the average remaining term of the leases acquired. 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 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. Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment may not be fully recoverable, the carrying amount is evaluated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount (including intangible assets) of a property held for investment, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Fair value of a property is determined using conventional real estate valuation methods, such as discounted cash flow, the property’s unleveraged yield in comparison to the unleveraged yields and/or sales prices of similar communities that have been recently sold, and other third party information, if available. Communities held for sale are carried at the lower of cost or fair value less estimated costs to sell. 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. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Company classifies real estate as "held for sale" when the Company has obtained necessary management approvals to sell a property and the sale of the property is expected to be completed within a year. Evaluating solicited or unsolicited offers generally does not cause properties to be classified as held for sale. (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. GAAP. Therefore, the Company accounts for co-investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Company’s equity in earnings less distributions received and the Company’s share of losses. 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 the fair value of the Company's previously owned co-investment interest exceeds its carrying value. 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. F- 22 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (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. Apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months). Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease. See Note 4, Revenues, and Note 10, Lease Agreements - Company as Lessor, for additional information regarding such revenues. The Company also generates other property-related revenue associated with the leasing of apartment homes, including storage income, pet rent, and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from tenants and recognized monthly as they are earned. Apart from rental and other property-related revenue, revenues from contracts with customers are recognized as control of the promised services is passed to the customer. For customer contracts related to management and other fees from affiliates (which includes asset management and property management), the transaction price and amount of revenue to be recognized is determined each quarter based on the management fee calculated and earned for that month or quarter. The contract will contain a description of the service and the fee percentage for management services. Payments from such services are one month or one quarter in arrears of the service performed. 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. (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. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows ($ in thousands): 2023 2022 2021 Cash and cash equivalents - unrestricted $ 391,749 $ 33,295 $ 48,420 Cash and cash equivalents - restricted 8,585 9,386 10,218 Total unrestricted and restricted cash and cash equivalents shown in the consolidated statements of cash flows $ 400,334 $ 42,681 $ 58,638 (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. F- 23 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 As of December 31, 2023 and 2022, marketable securities consist of the following ($ in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gain (loss) Carrying Value Equity securities: Investment funds - debt securities $ 26,460 $ ( 1,584 ) $ 24,876 Common stock, preferred stock, and stock funds 51,328 11,591 62,919 Total - Marketable securities $ 77,788 $ 10,007 $ 87,795 December 31, 2022 Amortized Cost Gross Unrealized Loss Carrying Value Equity securities: Investment funds - debt securities $ 43,155 $ ( 6,771 ) $ 36,384 Common stock, preferred stock, and stock funds 78,481 ( 2,122 ) 76,359 Total - Marketable securities $ 121,636 $ ( 8,893 ) $ 112,743 (h) Notes Receivable Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans. Interest is recognized over the life of the note as interest income. Each note is analyzed to determine if it is impaired. A note is impaired if it is probable that the Company will not collect all contractually due principal and interest. The Company does not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest that are not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income. As of December 31, 2023 and 2022, no notes were impaired. In the normal course of business, the Company originates and holds two types of loans: mezzanine loans issued to entities that are pursuing apartment development and short-term bridge loans issued to joint ventures with the Company. The Company categorizes development project mezzanine loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as: current financial information, credit documentation, public information, and previous experience with the borrower. The Company initially analyzes each mezzanine loan individually to classify the credit risk of the loan. On a periodic basis the Company evaluates financial information on the project, its sponsors, and its guarantors and additionally performs site visits of the development projects associated with the mezzanine loans to confirm whether they are on budget and whether there are any delays in development that could impact the Company's assessment of credit loss. All bridge loans that the Company issues are, by their nature, short-term and meant only to provide time for the Company’s joint ventures to obtain long-term funding for newly acquired communities. As the Company is a partner in the joint ventures that are borrowing such funds and has performed a detailed review of each community as part of the acquisition process, there is little to no credit risk associated with such loans. As such, the Company does not review credit quality indicators for bridge loans on an ongoing basis. F- 24 Table of Contents 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. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made, if necessary, for differences in current loan-specific risk characteristics. 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. (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. Interest is capitalized on real estate assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based upon the average amount of accumulated development expenditures during the reporting period. Included in capitalized costs are management’s estimates of the direct and incremental personnel costs and indirect project costs associated with the Company's development and redevelopment activities. Indirect project costs consist primarily of personnel costs associated with construction administration and development, including accounting, legal fees, and various corporate and community onsite costs that clearly relate to projects under development. Those costs, inclusive of capitalized interest, as well as capitalized development and redevelopment fees totaled $ 19.5 million, $ 20.4 million and $ 23.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company capitalizes leasing costs associated with the lease-up of development communities and amortizes the costs over the life of the leases. The amounts capitalized are immaterial for all periods presented. (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. Level 1 inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 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 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. The Company’s valuation methodology for derivatives is described in Note 9. 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 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 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. (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. The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as part of its cash flow hedging strategy. The Company records all derivatives on its consolidated balance sheets at fair value. 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 F- 25 Table of Contents 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. For derivatives designated for accounting purposes as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated for accounting purposes as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the initial and ongoing effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated for accounting purposes as cash flow hedges, changes in fair value are recognized in earnings. All of the Company’s interest rate swaps are considered cash flow hedges. (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. No provision for federal income taxes, other than the taxable REIT subsidiaries discussed below, has been made in the accompanying consolidated financial statements for each of the years in the three-year period ended December 31, 2023 as Essex has elected to be and believes it qualifies under the IRC as a REIT and has made distributions during the periods in amounts to preclude Essex from paying federal income tax. In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Company. In general, the activities and tax related provisions, assets and liabilities are not material. 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. The taxable REIT subsidiaries are consolidated by the Operating Partnership. The status of cash dividends distributed for the years ended December 31, 2023, 2022, and 2021 related to common stock are classified for tax purposes as follows: 2023 2022 2021 Common Stock Ordinary income 88.46 % 80.17 % 70.92 % Capital gain 8.32 % 16.78 % 22.07 % Unrecaptured section 1250 capital gain 3.22 % 3.05 % 7.01 % 100.00 % 100.00 % 100.00 % (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. The estimated fair value of stock options and restricted stock granted by the Company are being amortized over the vesting period. 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. F- 26 Table of Contents 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 value and amortization of swap settlements Balance at December 31, 2022 $ 46,466 Other comprehensive loss before reclassification ( 12,930 ) Amounts reclassified from accumulated other comprehensive loss 20 Other comprehensive loss ( 12,910 ) Balance at December 31, 2023 $ 33,556 Changes in Accumulated Other Comprehensive Income, by Component Essex Portfolio, L.P. ($ in thousands) Change in fair value and amortization of swap settlements Balance at December 31, 2022 $ 52,010 Other comprehensive loss before reclassification ( 13,384 ) Amounts reclassified from accumulated other comprehensive loss 20 Other comprehensive loss ( 13,364 ) Balance at December 31, 2023 $ 38,646 Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded in interest expense on the consolidated statements of income. (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. The limited partners may redeem their noncontrolling interests for cash in certain circumstances. The changes in the redemption value of redeemable noncontrolling interests for the years ended December 31, 2023, 2022, and 2021 are as follows: 2023 2022 2021 Balance at January 1, $ 27,150 $ 34,666 $ 32,239 Reclassifications due to change in redemption value and other 5,055 ( 7,038 ) 6,890 Redemptions — ( 478 ) ( 4,463 ) Balance at December 31, $ 32,205 $ 27,150 $ 34,666 F- 27 Table of Contents 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, and its qualification as a REIT. 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. (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. The Company consolidates these entities because it is deemed the primary beneficiary. The Company has no assets or liabilities other than its investment in the Operating Partnership. The consolidated total assets and liabilities related to the above consolidated co-investments and DownREIT entities, net of intercompany eliminations, were approximately $ 956.7 million and $ 324.5 million, respectively, as of December 31, 2023, and $ 939.4 million and $ 324.3 million, respectively, as of December 31, 2022. Noncontrolling interests in these entities were $ 121.1 million and $ 121.5 million as of December 31, 2023 and 2022, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE. The DownREIT VIEs collectively own nine apartment communities in which the Company is the general partner or manager of the DownREIT entity, the Operating Partnership is a special limited partner or member, and the other limited partners or members were granted rights of redemption for their interests. Such limited partners or members can request to be redeemed and the Company, subject to certain restrictions, can elect to redeem their rights for cash or by issuing shares of its common stock on a one share per unit basis. 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 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, $ 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. 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 F- 28 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 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 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 (a) Acquisitions of Real Estate The table below summarizes acquisition activity for the year ended December 31, 2023 ($ in millions): Property Name Location Apartment Homes Essex Ownership Percentage Quarter in 2023 Purchase Price Hacienda at Camarillo Oaks Camarillo, CA 73 100 % Q2 $ 23.1 Total 2023 73 $ 23.1 The consolidated fair value of the acquisitions listed above was included on the Company's consolidated balance sheet as follows: $ 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 (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. F- 29 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (c) Co-investments 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 Percentage (1) December 31, 2023 2022 Ownership interest in: Wesco I, Wesco III, Wesco IV, Wesco V and Wesco VI (2) 54 % $ 144,766 $ 178,552 BEXAEW, BEX II, BEX IV and 500 Folsom 50 % 224,119 238,537 Other (3) 52 % 68,493 74,742 Total operating and other co-investments, net 437,378 491,831 Total development co-investments 51 % 14,605 12,994 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 Total co-investments, net $ 996,245 $ 1,084,959 (1) Weighted average Company ownership percentages are as of December 31, 2023. (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. F- 30 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 The combined summarized financial information of co-investments is as follows ($ in thousands): December 31, 2023 2022 Combined balance sheets: (1) Rental properties and real estate under development $ 5,123,164 $ 4,955,051 Other assets 279,237 294,663 Total assets $ 5,402,401 $ 5,249,714 Debt $ 3,622,609 $ 3,397,113 Other liabilities 317,208 264,872 Equity 1,462,584 1,587,729 Total liabilities and equity $ 5,402,401 $ 5,249,714 Company's share of equity $ 996,245 $ 1,084,959 Years ended December 31, 2023 2022 2021 Combined statements of income: (1) Property revenues $ 409,910 $ 373,074 $ 289,680 Property operating expenses ( 158,520 ) ( 140,175 ) ( 115,023 ) Net operating income 251,390 232,899 174,657 Interest expense ( 154,038 ) ( 100,913 ) ( 65,172 ) General and administrative ( 20,594 ) ( 20,579 ) ( 17,885 ) Depreciation and amortization ( 174,028 ) ( 164,186 ) ( 133,787 ) Net income $ ( 97,270 ) $ ( 52,779 ) $ ( 42,187 ) Company's share of net income (2) $ 10,561 $ 26,030 $ 111,721 (1) Includes preferred equity investments held by the Company. (2) Includes the Company's share of equity income from joint ventures and preferred equity investments, gain on sales of co-investments, co-investment promote income and income from early redemption of preferred equity investments. Includes related party income of $ 7.6 million, $ 7.4 million, and $ 9.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Operating Co-investments 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. Predevelopment and Development Co-investments As of both December 31, 2023 and 2022, the Company, through several joint ventures, owned 264 apartment homes in predevelopment and development communities. The Company’s book value of these co-investments was $ 14.6 million and $ 13.0 million at December 31, 2023 and 2022, respectively. F- 31 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 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 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 As of December 31, 2023 and 2022, the Company held preferred equity investment interests in several joint ventures which own real estate. 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. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 8.8 % - 10.8 %, with maturities ranging from January 2026 to September 2032. As of December 31, 2023, the Company had fully funded $ 84.9 million of the commitments. During 2021, the Company made commitments to fund $ 67.2 million of preferred equity investment in four real estate ventures. The investments have initial preferred returns ranging from 10.0 % - 12.5 %, with maturities ranging from January 2026 to December 2026. As of December 31, 2023, the Company had fully funded $ 67.2 million of the commitments. During 2020, the Company made commitments to fund $ 191.3 million of preferred equity investment in seven preferred equity investments. The investments have initial preferred returns ranging from 9.0 %- 11.5 %, with maturities ranging from March 2022 to February 2030. As of December 31, 2023, the Company had funded $ 182.3 million of the $ 191.3 million of commitments. During 2019, the Company made commitments to fund $ 141.7 million of preferred equity investment in five preferred equity investments, some of which include related party sponsors. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 10.15 %- 11.3 %, with maturities ranging from July 2022 to October 2024. As of December 31, 2023, the Company had fully funded $ 141.7 million of the commitments. During 2018, the Company made commitments to fund $ 45.1 million of preferred equity investment in two preferred equity investments, some of which include related party sponsors. See Note 6, Related Party Transactions, for additional details. The investments have initial preferred returns ranging from 10.25 %- 12.0 %, with maturities ranging from May 2023 to April 2024. As of December 31, 2023, the Company had funded $ 42.1 million of the $ 45.1 million of commitments. The remaining committed amount is expected to be funded when requested by the sponsors. 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 fixed rate of 3.15 % through December 2026. F- 32 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. (4) Revenues Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source ($ in thousands): 2023 2022 2021 Rental income $ 1,636,070 $ 1,573,368 $ 1,410,197 Other property 22,194 22,307 21,221 Management and other fees from affiliates 11,131 11,139 9,138 Total revenues $ 1,669,395 $ 1,606,814 $ 1,440,556 The following table presents the Company’s rental and other property revenues disaggregated by geographic operating segment ($ in thousands): 2023 2022 2021 Southern California $ 682,116 $ 646,252 $ 574,129 Northern California 666,836 639,306 584,034 Seattle Metro 282,092 271,248 239,839 Other real estate assets (1) 27,220 38,869 33,416 Total rental and other property revenues $ 1,658,264 $ 1,595,675 $ 1,431,418 (1) Other real estate assets consist of revenue generated from retail space, commercial properties, held for sale properties, disposition properties and straight-line rent adjustments for concessions. Executive management does not evaluate such operating performance geographically. The following table presents the Company’s rental and other property revenues disaggregated by current property category status ($ in thousands): 2023 2022 2021 Same-property (1) $ 1,581,890 $ 1,515,505 $ 1,364,379 Acquisitions (2) 5,449 1,561 — Development (3) 22,883 20,425 15,807 Redevelopment 6,232 5,766 6,170 Non-residential/other, net (4) 44,353 57,976 56,377 Straight line rent concession (5) ( 2,543 ) ( 5,558 ) ( 11,315 ) Total rental and other property revenues $ 1,658,264 $ 1,595,675 $ 1,431,418 (1) Properties that have comparable stabilized results as of January 1, 2022 and are consolidated by the Company for the years ended December 31, 2023, 2022, and 2021. A community is generally considered to have reach stabilized operations once it achieves an initial occupancy of 90 %. (2) Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2022. (3) Development includes properties developed which did not have stabilized results as of January 1, 2022. F- 33 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (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. GAAP. Deferred Revenues and Remaining Performance Obligations When cash payments are received or due in advance of the Company’s performance of contracts with customers, deferred revenue is recorded. 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, 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. As of December 31, 2023, the Company had $ 1.0 million of remaining performance obligations. The Company expects to recognize approximately 68 % of these remaining performance obligations in 2024, an additional 27 % through 2026, and the remaining balance thereafter. Practical Expedients The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or when variable consideration is allocated entirely to a wholly unsatisfied performance obligation. F- 34 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (5) Notes and Other Receivables Notes and other receivables consist of the following as of December 31, 2023 and 2022 ($ in thousands): 2023 2022 Note receivable, secured, bearing interest at 10.00 %, due November 2024 (Originated November 2020) $ 37,582 $ 33,477 Note receivable, secured, bearing interest at 11.00 %, due October 2025 (Originated October 2021) 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) 34,929 — Notes and other receivables from affiliates (1) 6,111 6,975 Straight line rent receivables (2) 9,353 12,164 Other receivables 25,444 18,961 Allowance for credit losses ( 687 ) ( 334 ) Total notes and other receivables $ 174,621 $ 103,045 (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): Notes Receivable, Secured Balance at December 31, 2022 $ 334 Provision for credit losses 353 Balance at December 31, 2023 $ 687 No loans were placed on nonaccrual status or charged off during the year ended December 31, 2023 or 2022. F- 35 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (6) Related Party Transactions The Company has adopted written related party transaction guidelines that are intended to cover transactions in which the Company (including entities it controls) is a party and in which any "related person" has a direct or indirect interest. A "related person" means any person who is or was (since the beginning of the last fiscal year) a Company director, director nominee, or executive officer, any beneficial owner of more than 5% of the Company’s outstanding common stock, and any immediate family member of any of the foregoing persons. A related person may be considered to have an indirect interest in a transaction if he or she (i) is an owner, director, officer or employee of or otherwise associated with another company that is engaging in a transaction with the Company, or (ii) otherwise, through one or more entities or arrangements, has an indirect financial interest in or personal benefit from the transaction. The related person transaction review and approval process is intended to determine, among any other relevant issues, the dollar amount involved in the transaction; the nature and value of any related person’s direct or indirect interest (if any) in the transaction; and whether or not (i) a related person’s interest is material, (ii) the transaction is fair, reasonable, and serves the best interest of the Company and its shareholders, and (iii) whether the transaction or relationship should be entered into, continued or ended. The Company’s Chairman and founder, Mr. George Marcus, is the Chairman of the Marcus & Millichap Company ("MMC"), which is a parent company of a diversified group of real estate service, investment, and development firms. Mr. Marcus is also the Chairman of and owns a controlling interest in Marcus & Millichap, Inc. ("MMI"), a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013. 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. These fees from affiliates totaled $ 12.7 million, $ 14.1 million, and $ 10.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $ 1.8 million, $ 3.0 million, and $ 1.1 million against general and administrative expenses for the years ended December 31, 2023, 2022 and 2021, respectively. As described in Note 5, Notes and Other Receivables, the Company has provided short-term loans to affiliates. 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 an affiliate of MMC. The entity owns three multifamily communities located in Azusa, CA. The investment initially accrues interest based on a 9.5 % preferred return and is scheduled to mature in August 2027. In February 2022, the Company provided a $ 32.8 million related party bridge loan to BEX II in connection with the payoff of a debt related to one of its properties located in Southern California. The note receivable was scheduled to mature in March 2022, but was subsequently paid off in April 2022. In January 2022, the Company provided a $ 100.7 million related party bridge loan to Wesco VI in connection with the acquisition of Vela. 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 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. 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 was paid off in January 2022. F- 36 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 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. 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. The note receivable accrued interest at 2.15 % and was scheduled to mature in December 2021. 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. 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 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 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. 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. The entity wholly owns a 400 apartment home community located in Ventura, CA. This investment accrued interest based on a 10.25 % initial preferred return. 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 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. (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. F- 37 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 Unsecured debt consists of the following as of December 31, 2023 and 2022 ($ in thousands): 2023 2022 Weighted Average Maturity In Years as of December 31, 2023 Term loan - variable rate, net (1) $ 298,552 $ ( 1,611 ) 3.8 Bonds public offering - fixed rate, net 5,019,979 5,313,779 7.1 Unsecured debt, net (2) 5,318,531 5,312,168 Lines of credit (3) — 52,073 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 % 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. (3) Lines of credit, related to the Company's two lines of unsecured credit aggregating $ 1.24 billion, excludes unamortized debt issuance costs of $ 3.8 million and $ 5.1 million as of December 31, 2023 and 2022, respectively. These debt issuance costs are included in prepaid expenses and other assets on the consolidated balance sheets. 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. The 2028 Notes were offered to investors at a price of 99.423 % of par value. The 2028 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 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, 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. F- 38 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 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. The 2032 Notes were offered to investors at a price of 99.628 % of par value. The 2032 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 indebtedness under its unsecured lines of credit, which had been used to fund the buyout of CPPIB's 45.0 % joint venture interests, as well as repay $ 100.3 million of secured debt during the quarter that ended March 31, 2020. In June 2020, the Operating Partnership issued an additional $ 150.0 million of the 2032 Notes at a price of 105.660 % of par value, plus accrued interest from February 2020 up to, but not including, the date of delivery of the additional notes, with an effective yield of 2.093 %. These additional notes have substantially identical terms as the 2032 Notes issued in February 2020. The proceeds were used to repay indebtedness under the Company's unsecured credit facilities 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, 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 “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. 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. The 2030 Notes were offered to investors at a price of 98.632 % of the principal amount thereof. The 2030 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 October 2019, the Operating Partnership issued an additional $ 150.0 million of the 2030 notes at a price of 101.685 % of the principal amount thereof. These additional notes have substantially identical terms as the 2030 Notes issued in August 2019. The Company used the net proceeds of these offerings to prepay, with no prepayment penalties, certain secured indebtedness under outstanding mortgage notes, to repay indebtedness under its unsecured lines of credit 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, 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. F- 39 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 These additional notes have substantially identical terms as the 2029 Notes issued in February 2019. The Company used the net proceeds of these offerings to repay indebtedness under its unsecured lines of credit 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, and as of December 31, 2023, and 2022, the carrying value of the 2029 Notes, net of discount and debt issuance costs was $ 496.7 million and $ 496.0 million, respectively. In March 2018, the Operating Partnership issued $ 300.0 million of senior unsecured notes due on March 15, 2048 with a coupon rate of 4.500 % per annum and are payable on March 15 and September 15 of each year, beginning on September 15, 2018 (the "2048 Notes"). The 2048 Notes were offered to investors at a price of 99.591 % of par value. The 2048 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 2048 Notes, net of discount and debt issuance costs was $ 296.2 million and $ 296.1 million, respectively. In April 2017, the Operating Partnership issued $ 350.0 million of senior unsecured notes due on May 1, 2027 with a coupon rate of 3.625 % per annum and are payable on May 1 and November 1 of each year, beginning on November 1, 2017 (the "2027 Notes"). The 2027 Notes were offered to investors at a price of 99.423 % of par value. The 2027 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 2027 Notes, net of discount and debt issuance costs was $ 348.3 million and $ 347.8 million, respectively. In April 2016, the Operating Partnership issued $ 450.0 million of senior unsecured notes due on April 15, 2026 with a coupon rate of 3.375 % per annum and are payable on April 15 th and October 15 th of each year, beginning October 15, 2016 (the "2026 Notes"). The 2026 Notes were offered to investors at a price of 99.386 % of par value. The 2026 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 2026 Notes, net of discount and debt issuance costs was $ 448.4 million and $ 447.8 million, respectively. In March 2015, the Operating Partnership issued $ 500.0 million of senior unsecured notes due on April 1, 2025 with a coupon rate of 3.5 % per annum and are payable on April 1 st and October 1 st of each year, beginning October 1, 2015 (the "2025 Notes"). The 2025 Notes were offered to investors at a price of 99.747 % of par value. The 2025 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 2025 Notes, net of discount and debt issuance costs was $ 499.3 million and $ 498.8 million, respectively. 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 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. F- 40 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 The following is a summary of the Company’s senior unsecured notes as of December 31, 2023 and 2022 ($ in thousands): Maturity 2023 2022 Coupon Rate Senior notes May 2023 $ — $ 300,000 3.250 % Senior notes May 2024 400,000 400,000 3.875 % Senior notes April 2025 500,000 500,000 3.500 % Senior notes April 2026 450,000 450,000 3.375 % Senior notes May 2027 350,000 350,000 3.625 % Senior notes March 2028 450,000 450,000 1.700 % Senior notes March 2029 500,000 500,000 4.000 % Senior notes January 2030 550,000 550,000 3.000 % Senior notes January 2031 300,000 300,000 1.650 % Senior notes June 2031 300,000 300,000 2.550 % Senior notes March 2032 650,000 650,000 2.650 % Senior notes March 2048 300,000 300,000 4.500 % Senior notes September 2050 300,000 300,000 2.650 % $ 5,050,000 $ 5,350,000 The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit, at December 31, 2023 are as follows ($ in thousands): 2024 $ 400,000 2025 500,000 2026 450,000 2027 650,000 2028 450,000 Thereafter 2,900,000 $ 5,350,000 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, 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. F- 41 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (8) Mortgage Notes Payable Essex does not have any indebtedness as all debt is incurred by the Operating Partnership. Mortgage notes payable consist of the following as of December 31, 2023 and 2022 ($ in thousands): 2023 2022 Fixed rate mortgage notes payable $ 665,711 $ 371,849 Variable rate mortgage notes payable (1) 221,493 222,094 Total mortgage notes payable (2) $ 887,204 $ 593,943 Number of properties securing mortgage notes 15 11 Remaining terms 1 - 23 years 2 - 24 years Weighted average interest rate 4.3 % 3.5 % The aggregate scheduled principal payments of mortgage notes payable at December 31, 2023 are as follows ($ in thousands): 2024 $ 3,109 2025 133,054 2026 99,405 2027 153,955 2028 68,332 Thereafter 431,937 $ 889,792 (1) Variable rate mortgage notes payable, including $ 222.7 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamily housing mortgage revenue bonds secured by deeds of trust on rental properties and guaranteed by collateral pledge agreements, payable monthly at a variable rate as defined in the Loan Agreement (approximately 4.6 % at December 2023 and 3.5 % at December 2022) including credit enhancement and underwriting fees. Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20 % of the apartment homes are subject to tenant income criteria. Once the bonds have been repaid, the properties may no longer be obligated to comply with such tenant income criteria. Principal balances are due in full at various maturity dates from December 2027 through December 2046. 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. For the Company’s mortgage notes payable as of December 31, 2023, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $ 2.7 million and $ 0.3 million, respectively. Second deeds of trust accounted for none of the mortgage notes payable balance as of both December 31, 2023 and 2022. 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 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. (9) Derivative Instruments and Hedging Activities The Company uses interest rate swaps, interest rate caps, and total return swap contracts to manage certain interest rate risks. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. 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 F- 42 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 curves. 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. 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. 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, 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 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 $ 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 As of December 31, 2023, the Company is a lessor of apartment homes at all of its consolidated operating and lease-up communities, three commercial buildings, and commercial portions of mixed use communities. The apartment homes are rented under short-term leases (generally, lease terms of 9 to 12 months) while commercial lease terms typically range from 5 to 20 years. All such leases are classified as operating leases. 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. The primary driver of variable leasing income comes from utility reimbursements from apartment home leases and common area maintenance reimbursements from commercial leases. 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 for a successive, like term up to a maximum of 12 months. 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. Most commercial leases include options to renew, with the renewal periods extending the term of the lease for no greater than the same period of time as the original lease term. The initial option to renew for commercial leases will typically be based on a fixed price while any subsequent renewal options will generally be based on the current market rate at the time of the renewal. Certain commercial leases contain lease termination options that would require the lessee to pay termination fees based on the expected amount of time it would take the Company to re-lease the space. The Company’s apartment home and commercial lease agreements do not contain residual value guarantees. As the Company is the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. 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. F- 43 Table of Contents 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): Future Minimum Rent 2024 $ 751,320 2025 33,230 2026 15,706 2027 13,946 2028 11,978 Thereafter 20,164 $ 846,344 The Company accounts for operating lease (e.g., fixed payments including rent) and non-lease components (e.g., utility reimbursements and common-area maintenance costs) as a single combined lease component under ASC 842 "Leases" as the lease components are the predominant elements of the combined components. (11) Lease Agreements - Company as Lessee As of December 31, 2023, the Company is a lessee of corporate office space, ground leases and a parking lease associated with various consolidated properties, and equipment. Lease terms for the Company's office leases, in general, range between 5 to 10 years while ground leases and the parking lease have terms typically ranging from 20 to 85 years. The corporate office leases occasionally contain renewal options of approximately five years while certain ground leases contain renewal options that can extend the lease term from approximately 10 to 39 years. A majority of the Company’s ground leases and the parking lease are subject to changes in the Consumer Price Index ("CPI"). Furthermore, certain of the Company’s ground leases include rental payments based on a percentage of gross or net income. While lease liabilities are not remeasured as a result of changes in the CPI or percentage of gross or net income, such changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. 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. Because most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. As of December 31, 2023 and 2022, the Company had no material finance leases. Supplemental consolidated balance sheet information related to leases as of December 31, 2023 and 2022 is as follows ($ in thousands): Classification December 31, 2023 December 31, 2022 Assets Operating lease right-of-use assets Operating lease right-of-use assets $ 63,757 $ 67,239 Total leased assets $ 63,757 $ 67,239 Liabilities Operating lease liabilities Operating lease liabilities $ 65,091 $ 68,696 Total lease liabilities $ 65,091 $ 68,696 F- 44 Table of Contents 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): December 31, 2023 December 31, 2022 Operating lease cost $ 6,789 $ 6,697 Variable lease cost 1,961 1,750 Short-term lease cost 186 204 Sublease income ( 500 ) ( 418 ) Total lease cost $ 8,436 $ 8,233 A maturity analysis of lease liabilities as of December 31, 2023 is as follows ($ in thousands): Operating Leases 2024 $ 7,251 2025 6,887 2026 5,035 2027 3,421 2028 3,102 Thereafter 129,452 Total lease payments $ 155,148 Less: Imputed interest ( 90,057 ) Present value of lease liabilities $ 65,091 Lease term and discount rate information for leases at December 31, 2023 and 2022 are as follows: December 31, 2023 December 31, 2022 Weighted-average of remaining lease terms (years) Operating Leases 40 40 Weighted-average of discount rates Operating Leases 5.03 % 5.01 % Practical Expedients Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term. The Company has elected to account for lease components (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component as the lease components are the predominant elements of the combined components. (12) Equity Transactions Common Stock Offerings In September 2021, the Company entered into a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $ 900.0 million (the "2021 ATM Program"). In connection with the 2021 ATM Program, the Company may also enter into related forward sale agreements, and may sell shares of its common stock pursuant to these agreements. 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. F- 45 Table of Contents 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. Operating Partnership Units and Long-Term Incentive Plan ("LTIP") Units As of December 31, 2023 and 2022, the Operating Partnership had outstanding 2,161,175 and 2,166,359 OP Units respectively. 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. As the general partner of the Operating Partnership, Essex effectively controls the ability to issue common stock of Essex upon a limited partner’s notice of redemption. Essex has generally acquired OP Units upon a limited partner’s notice of redemption in exchange for shares of its common stock. The redemption provisions of OP Units owned by limited partners that permit Essex to settle in either cash or common stock at the option of Essex were further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that, with few exceptions, these OP Units meet the requirements to qualify for presentation as permanent equity. LTIP units represent an interest in the Operating Partnership for services rendered or to be rendered by the LTIP unitholder in its capacity as a partner, or in anticipation of becoming a partner, in the Operating Partnership. Upon the occurrence of specified events, LTIP units may over time achieve full parity with common units of the Operating Partnership for all purposes. Upon achieving full parity, LTIP units will be exchanged for an equal number of the OP Units. The collective redemption value of OP Units and LTIP units owned by the limited partners, not including Essex, was approximately $ 560.0 million and $ 481.6 million based on the closing price of Essex's common stock as of December 31, 2023 and 2022, respectively. F- 46 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (13) Net Income Per Common Share and Net Income Per Common Unit Essex Property Trust, Inc. Basic and diluted income per share is calculated as follows for the years ended December 31 ($ in thousands, except share and per share amounts): 2023 2022 2021 Income Weighted- average Common Shares Per Common Share Amount Income Weighted- average Common Shares Per Common Share Amount Income Weighted- average Common Shares Per Common Share Amount Basic: Net income available to common stockholders $ 405,825 64,252,232 $ 6.32 $ 408,315 65,079,764 $ 6.27 $ 488,554 65,051,465 $ 7.51 Effect of dilutive securities Stock options — 1,153 — 18,422 — 37,409 Diluted: 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 2,261,071 , 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. Stock options of 508,276 , 253,845 , and 116,380 for the years ended December 31, 2023, 2022, and 2021, respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share of such options plus the average unearned compensation were greater than the average market price of the common stock for the years ended and, therefore, were anti-dilutive. Essex Portfolio, L.P. Basic and diluted income per unit is calculated as follows for the years ended December 31 ($ in thousands, except unit and per unit amounts): 2023 2022 2021 Income Weighted- average Common Units Per Common Unit Amount Income Weighted- average Common Units Per Common Unit Amount Income Weighted- average Common Units Per Common Unit Amount Basic: Net income available to common unitholders $ 420,109 66,513,303 $ 6.32 $ 422,612 67,356,105 $ 6.27 $ 505,745 67,340,856 $ 7.51 Effect of dilutive securities Stock options — 1,153 — 18,422 — 37,409 Diluted: 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 F- 47 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 Stock options of 508,276 , 253,845 , and 116,380 , for the years ended December 31, 2023, 2022, and 2021, respectively, were excluded from the calculation of diluted earnings per unit because the assumed proceeds per unit of these options plus the average unearned compensation were greater than the average market price of the common unit for the years ended and, therefore, were anti-dilutive. F- 48 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (14) Equity Based Compensation Plans Stock Options and Restricted Stock In May 2018, stockholders approved the Company’s 2018 Stock Award and Incentive Compensation Plan ("2018 Plan"). The 2018 Plan serves as the successor to the Company’s 2013 Stock Incentive Plan (the "2013 Plan"). The Company’s 2018 Plan provides incentives to attract and retain officers, directors and key employees. The 2018 Plan provides for the grant of stock-based awards to employees, directors and consultants of the Company and its affiliates. The aggregate number of shares of the Company’s common stock available for issuance pursuant to awards granted under the 2018 Plan is 2,000,000 shares, plus the number of shares authorized for grants and available for issuance under the 2013 Plan as of the effective date of the 2018 Plan and the number of shares subject to outstanding awards under the 2013 Plan that are forfeited or otherwise not issued under such awards. No further awards will be granted under the 2013 Plan and the shares that remained available for future issuance under the 2013 Plan as of the effective date of the 2018 Plan will be available for issuance under the 2018 Plan. In connection with the adoption of the 2018 Plan, the Board delegated to the Compensation Committee of the Board the authority to administer the 2018 Plan. Equity-based compensation costs for options and restricted stock under the fair value method totaled $ 12.1 million, $ 11.4 million, and $ 11.7 million for years ended December 31, 2023, 2022 and 2021, respectively. For each of the years ended December 31, 2023, 2022 and 2021 equity-based compensation costs included $ 3.5 million related to restricted stock for bonuses awarded based on asset dispositions, which is recorded as a cost of real estate and land sold, respectively. 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 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. Total unrecognized compensation cost related to unvested stock options totaled $ 1.8 million as of December 31, 2023 and the unrecognized compensation cost is expected to be recognized over a period of 1.3 years. The average fair value of stock options granted for the years ended December 31, 2023, 2022 and 2021 was $ 21.24 , $ 23.39 and $ 24.68 , respectively. Certain stock options granted in 2023, 2022, and 2021 included a $ 100 cap on the appreciation of the market price over the exercise price. The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants: 2023 2022 2021 Stock price $ 216.31 $ 245.17 $ 329.71 Risk-free interest rates 4.06 % 3.50 % 1.22 % Expected lives 6 years 6 years 6 years Volatility 36.00 % 27.98 % 27.00 % Dividend yield 3.30 % 3.06 % 2.90 % A summary of the status of the Company’s stock option plans as of December 31, 2023, 2022, and 2021 and changes during the years ended on those dates is presented below: F- 49 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 2023 2022 2021 Shares Weighted- average exercise price Shares Weighted- average exercise price Shares Weighted- average exercise price Outstanding at beginning of year 487,446 $ 279.46 463,863 $ 284.82 613,109 $ 255.86 Granted 49,908 216.31 111,757 245.17 99,479 329.71 Exercised — — ( 76,246 ) 245.43 ( 248,725 ) 231.37 Forfeited and canceled ( 6,542 ) 280.21 ( 11,928 ) 281.19 — — Outstanding at end of year 530,812 $ 273.51 487,446 $ 279.46 463,863 $ 284.82 Options exercisable at year end 417,739 $ 282.30 293,377 $ 285.76 274,244 $ 270.11 The following table summarizes information about restricted stock outstanding as of December 31, 2023, 2022 and 2021 and changes during the years ended: 2023 2022 2021 Shares Weighted- average grant price Shares Weighted- average grant price Shares Weighted- average grant price Unvested at beginning of year 182,915 $ 222.90 159,401 $ 251.03 132,603 $ 214.34 Granted 2,315 220.40 72,838 215.73 50,349 337.52 Vested ( 37,075 ) 247.07 ( 44,945 ) 306.25 ( 22,387 ) 229.90 Forfeited and canceled ( 46,454 ) 259.71 ( 4,379 ) 272.12 ( 1,164 ) 219.30 Unvested at end of year 101,701 $ 197.22 182,915 $ 222.90 159,401 $ 251.03 The unrecognized compensation cost related to unvested restricted stock totaled $ 4.7 million as of December 31, 2023 and is expected to be recognized over a period of 1.6 years. Long-Term Incentive Plans – LTIP Units On December 9, 2014, the Operating Partnership issued 44,750 LTIP units under the 2015 Long-Term Incentive Plan Award agreements to executives of the Company. The 2015 Long-Term Incentive Plan Units (the "2015 LTIP Units") are subject to forfeiture based on performance-based and service based conditions. An additional 24,000 LTIP units were granted subject only to performance-based criteria and were fully vested on the date granted. The 2015 LTIP Units, that are subject to vesting, vested at 20 % per year on each of the first five anniversaries of the initial grant date. The 2015 LTIP Units performance conditions measurement ended on December 9, 2015 and 95.75 % of the units awarded were earned by the recipients. 2015 LTIP Units not earned based on the performance-based criteria were automatically forfeited by the recipients. The 2015 LTIP Units are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company subject to a ten-year liquidity restriction. In December 2013, the Operating Partnership issued 50,500 LTIP units under the 2014 Long-Term Incentive Plan Award agreements to executives of the Company. The 2014 Long-Term Incentive Plan Units (the "2014 LTIP Units") were subject to forfeiture based on performance-based conditions and are currently subject to service based vesting. The 2014 LTIP Units vested 25 % per year on each of the first four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the 2014 LTIP Units awarded were earned by the recipients, subject to satisfaction of service based vesting conditions. The 2014 LTIP Units are convertible one -for-one into OP Units which, in turn, are convertible into common stock of the Company subject to a ten year liquidity restriction. The estimated fair value of the 2015 LTIP Units and 2014 LTIP Units were determined on the grant date using Monte Carlo simulations under a risk-neutral premise and considered Essex’s stock price on the date of grant, the unpaid dividends on unvested units and the discount factor for ten years of illiquidity. F- 50 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 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. The following table summarizes information about the LTIP Units outstanding as of December 31, 2023: Long-Term Incentive Plan - LTIP Units Total Vested Units Total Unvested Units Total Outstanding Units Weighted- average Grant-date Fair Value Weighted- average Remaining Contractual Life (years) Balance, December 31, 2020 106,137 — 106,137 $ 84.47 3.6 Granted — — — Vested — — — Converted — — — Cancelled — — — Balance, December 31, 2021 106,137 — 106,137 $ 84.47 2.6 Granted — — — Vested — — — Converted — — — Cancelled — — — Balance, December 31, 2022 106,137 — 106,137 $ 84.47 1.6 Granted — — — Vested — — — Converted ( 8,500 ) — ( 8,500 ) Cancelled — — — Balance, December 31, 2023 97,637 — 97,637 $ 86.16 1.0 F- 51 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 (15) Segment Information The Company's segment disclosures present the measure used by the chief operating decision makers for purposes of assessing each segment's performance. The Company's chief operating decision makers are comprised of several members of its executive management team who use net operating income ("NOI") to assess the performance of the business for the Company's reportable operating segments. NOI represents total property revenues less direct property operating expenses. The executive management team generally evaluates the Company's operating performance geographically. The Company defines its reportable operating segments as the three geographical regions in which its communities are located: Southern California, Northern California and Seattle Metro. Excluded from segment revenues and NOI are management and other fees from affiliates and interest and other income. Non-segment revenues and NOI included in the following schedule also consist of revenues generated from commercial properties and properties that have been sold. Other non-segment assets include items such as real estate under development, co-investments, real estate held for sale, cash and cash equivalents, marketable securities, notes and other receivables, and prepaid expenses and other assets. F- 52 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 The revenues and NOI for each of the reportable operating segments are summarized as follows for the years ended December 31, 2023, 2022, and 2021 ($ in thousands): Years Ended December 31, 2023 2022 2021 Revenues: Southern California $ 682,116 $ 646,252 $ 574,129 Northern California 666,836 639,306 584,034 Seattle Metro 282,092 271,248 239,839 Other real estate assets 27,220 38,869 33,416 Total property revenues $ 1,658,264 $ 1,595,675 $ 1,431,418 Net operating income: Southern California $ 483,013 $ 459,762 $ 398,576 Northern California 464,949 445,933 401,870 Seattle Metro 201,228 191,476 160,959 Other real estate assets 23,595 31,235 24,777 Total net operating income 1,172,785 1,128,406 986,182 Management and other fees from affiliates 11,131 11,139 9,138 Corporate-level property management expenses ( 45,872 ) ( 40,704 ) ( 36,211 ) Depreciation and amortization ( 548,438 ) ( 539,319 ) ( 520,066 ) General and administrative ( 63,474 ) ( 56,577 ) ( 51,838 ) Expensed acquisition and investment related costs ( 595 ) ( 2,132 ) ( 203 ) Casualty loss ( 433 ) — — Gain on sale of real estate and land 59,238 94,416 142,993 Interest expense ( 212,905 ) ( 204,798 ) ( 203,125 ) Total return swap income 3,148 7,907 10,774 Interest and other income (loss) 46,259 ( 19,040 ) 98,744 Equity income from co-investments 10,561 26,030 111,721 Tax (expense) benefit on unconsolidated co-investments ( 697 ) 10,236 ( 15,668 ) Loss on early retirement of debt, net — ( 2 ) ( 19,010 ) Gain on remeasurement of co-investment — 17,423 2,260 Net income $ 430,708 $ 432,985 $ 515,691 F- 53 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 Total assets for each of the reportable operating segments are summarized as follows as of December 31, 2023 and 2022 ($ in thousands): As of December 31, 2023 2022 Assets: Southern California $ 3,802,648 $ 3,892,003 Northern California 5,242,343 5,414,467 Seattle Metro 1,333,030 1,374,379 Other real estate assets 92,271 133,245 Net reportable operating segments - real estate assets 10,470,292 10,814,094 Real estate under development 23,724 24,857 Co-investments 1,061,733 1,127,491 Cash and cash equivalents, including restricted cash 400,334 42,681 Marketable securities 87,795 112,743 Notes and other receivables 174,621 103,045 Operating lease right-of-use assets 63,757 67,239 Prepaid expenses and other assets 79,171 80,755 Total assets $ 12,361,427 $ 12,372,905 (16) 401(k) Plan The Company has a 401(k) benefit plan (the "Plan") for all eligible employees. Employee contributions are limited by the maximum allowed under Section 401(k) of the Internal Revenue Code. The Company matches 50 % of the employee contributions up to a specified maximum. Company contributions to the Plan were approximately $ 3.8 million, $ 3.3 million, and $ 3.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. (17) Commitments and Contingencies The Company's total minimum lease payment commitments, underground leases, parking leases, and operating leases are disclosed in Note 11, Lease Agreements - Company as Lessee. To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the 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, the impairment will be recognized. 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: existing environmental assessments conducted with respect to any of these communities have revealed all environmental conditions or potential liabilities associated with such conditions; any prior owner or operator of a property did not create any material environmental condition not known to the Company; or a material unknown environmental condition does not otherwise exist as to any one or more of the communities. The Company has limited insurance coverage for some of the types of environmental conditions and associated liabilities described above. The Company has entered into transactions that may require the Company to pay the tax liabilities of the partners or members in the Operating Partnership or in the DownREIT entities. These transactions are within the Company’s control. 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. F- 54 Table of Contents ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022, and 2021 There continue to be lawsuits against owners and managers of certain of the Company's apartment communities alleging personal injury and property damage caused by the presence of mold in the residential units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements in the past. The Company has been sued for mold related matters and has settled some, but not all, of such suits. Insurance carriers have reacted to the increase in mold related liability awards by excluding mold related claims from standard general liability policies and pricing mold endorsements at prohibitively high rates. The Company has, however, purchased pollution liability insurance which includes coverage for some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold and to minimize any impact mold might have on tenants of its properties. The Company believes its mold policies and proactive response to address reported mold exposures reduces its risk of loss from mold claims. While no assurances can be given that the Company has identified and responded to all mold occurrences, the Company promptly addresses and responds to all known mold reports. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of December 31, 2023, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made. The Company carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. There are, however, certain types of extraordinary losses, such as, for example, losses from terrorism or earthquakes, for which the Company has limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly-owned insurance subsidiary, Pacific Western Insurance LLC ("PWI"). Through PWI, the Company is self-insured for earthquake related losses. Additionally, since January 2008, PWI has provided property and casualty insurance coverage for the first $ 5.0 million of the Company’s property level insurance claims per incident. As of December 31, 2023, PWI has cash and marketable securities of approximately $ 125.5 million. These assets are consolidated in the Company’s financial statements. Beginning in 2013, the Company has obtained limited third party seismic insurance on selected assets in the Company's co-investments. 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. F- 55 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) depreciation construction acquired (years) Encumbered communities Belmont Station 275 Los Angeles, CA $ 29,263 $ 8,100 $ 66,666 $ 10,397 $ 8,267 $ 76,896 $ 85,163 $ ( 42,204 ) 2009 Mar-09 3-30 Brio 300 Walnut Creek, CA 90,827 16,885 151,741 4,751 16,885 156,492 173,377 ( 26,551 ) 2015 Jun-19 3-30 Fountain Park 705 Playa Vista, CA 82,776 25,073 94,980 47,232 25,203 142,082 167,285 ( 97,729 ) 2002 Feb-04 3-30 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 Lane (2) 188 Sunnyvale, CA 52,400 8,190 24,736 19,633 8,191 44,368 52,559 ( 31,367 ) 1963 Sep-07 3-30 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 The Barkley (3) 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 Township 132 Redwood City, CA 44,700 19,812 70,619 2,375 19,812 72,994 92,806 ( 11,257 ) 2014 Sep-19 3-30 4,190 $ 887,204 $ 302,322 $ 1,092,669 $ 189,237 $ 305,643 $ 1,278,585 $ 1,584,228 $ ( 470,260 ) Unencumbered Communities Agora 49 Walnut Creek, CA — 4,932 60,423 1,818 4,934 62,239 67,173 ( 8,536 ) 2016 Jan-20 3-30 Alessio 624 Los Angeles, CA — 32,136 128,543 25,661 32,136 154,204 186,340 ( 57,633 ) 2001 Apr-14 5-30 Allegro 97 Valley Village, CA — 5,869 23,977 3,758 5,869 27,735 33,604 ( 14,318 ) 2010 Oct-10 3-30 Allure at Scripps Ranch 194 San Diego, CA — 11,923 47,690 4,505 11,923 52,195 64,118 ( 18,217 ) 2002 Apr-14 5-30 Alpine Village 301 Alpine, CA — 4,967 19,728 13,953 4,982 33,666 38,648 ( 22,978 ) 1971 Dec-02 3-30 Annaliese 56 Seattle, WA — 4,727 14,229 1,196 4,726 15,426 20,152 ( 5,943 ) 2009 Jan-13 3-30 Apex 367 Milpitas, CA — 44,240 103,251 11,509 44,240 114,760 159,000 ( 36,789 ) 2014 Aug-14 3-30 Aqua Marina Del Rey 500 Marina Del Rey, CA — 58,442 175,326 26,945 58,442 202,271 260,713 ( 75,176 ) 2001 Apr-14 5-30 Ascent 90 Kirkland, WA — 3,924 11,862 3,685 3,924 15,547 19,471 ( 6,867 ) 1988 Oct-12 3-30 Ashton Sherman Village 264 Los Angeles, CA — 23,550 93,811 3,301 23,550 97,112 120,662 ( 24,127 ) 2014 Dec-16 3-30 Avant 440 Los Angeles, CA — 32,379 137,940 9,879 32,379 147,819 180,198 ( 42,593 ) 2014 Jun-15 3-30 Avenue 64 224 Emeryville, CA — 27,235 64,403 18,098 27,235 82,501 109,736 ( 28,266 ) 2007 Apr-14 5-30 F- 56 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) depreciation construction acquired (years) Aviara (4) 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 Bellerive 63 Los Angeles, CA — 5,401 21,803 1,940 5,401 23,743 29,144 ( 10,973 ) 2011 Aug-11 3-30 Belmont Terrace 71 Belmont, CA — 4,446 10,290 8,603 4,473 18,866 23,339 ( 12,941 ) 1974 Oct-06 3-30 Bennett Lofts 179 San Francisco, CA — 21,771 50,800 35,727 28,371 79,927 108,298 ( 33,192 ) 2004 Dec-12 3-30 Bernardo Crest 216 San Diego, CA — 10,802 43,209 8,363 10,802 51,572 62,374 ( 19,230 ) 1988 Apr-14 5-30 Bonita Cedars 120 Bonita, CA — 2,496 9,913 7,317 2,503 17,223 19,726 ( 12,311 ) 1983 Dec-02 3-30 Boulevard 172 Fremont, CA — 3,520 8,182 16,885 3,580 25,007 28,587 ( 21,654 ) 1978 Jan-96 3-30 Brookside Oaks 170 Sunnyvale, CA — 7,301 16,310 29,386 10,328 42,669 52,997 ( 31,628 ) 1973 Jun-00 3-30 Bridle Trails 108 Kirkland, WA — 1,500 5,930 7,708 1,531 13,607 15,138 ( 10,907 ) 1986 Oct-97 3-30 Brighton Ridge 264 Renton, WA — 2,623 10,800 9,940 2,656 20,707 23,363 ( 16,472 ) 1986 Dec-96 3-30 Bristol Commons 188 Sunnyvale, CA — 5,278 11,853 12,588 5,293 24,426 29,719 ( 20,375 ) 1989 Jan-95 3-30 Bunker Hill 456 Los Angeles, CA — 11,498 27,871 105,664 11,639 133,394 145,033 ( 108,050 ) 1968 Mar-98 3-30 Camarillo Oaks 564 Camarillo, CA — 10,953 25,254 11,444 11,075 36,576 47,651 ( 31,531 ) 1985 Jul-96 3-30 Cambridge Park 320 San Diego, CA — 18,185 72,739 7,558 18,185 80,297 98,482 ( 28,576 ) 1998 Apr-14 5-30 Camino Ruiz Square 160 Camarillo, CA — 6,871 26,119 3,686 6,931 29,745 36,676 ( 17,207 ) 1990 Dec-06 3-30 Canvas 123 Seattle, WA — 10,489 36,924 647 10,489 37,571 48,060 ( 2,760 ) 2014 Dec-21 3-30 Canyon Oaks 250 San Ramon, CA — 19,088 44,473 10,665 19,088 55,138 74,226 ( 30,637 ) 2005 May-07 3-30 Canyon Pointe 250 Bothell, WA — 4,692 18,288 12,017 4,693 30,304 34,997 ( 21,204 ) 1990 Oct-03 3-30 Capri at Sunny Hills 102 Fullerton, CA — 3,337 13,320 12,137 4,048 24,746 28,794 ( 18,155 ) 1961 Sep-01 3-30 Carmel Creek 348 San Diego, CA — 26,842 107,368 11,508 26,842 118,876 145,718 ( 43,830 ) 2000 Apr-14 5-30 Carmel Landing 356 San Diego, CA — 16,725 66,901 17,394 16,725 84,295 101,020 ( 31,906 ) 1989 Apr-14 5-30 Carmel Summit 246 San Diego, CA — 14,968 59,871 9,529 14,968 69,400 84,368 ( 24,358 ) 1989 Apr-14 5-30 Castle Creek 216 Newcastle, WA — 4,149 16,028 8,333 4,833 23,677 28,510 ( 19,463 ) 1998 Dec-98 3-30 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 Cedar Terrace 180 Bellevue, WA — 5,543 16,442 11,649 5,652 27,982 33,634 ( 17,938 ) 1984 Jan-05 3-30 CentrePointe 224 San Diego, CA — 3,405 7,743 24,377 3,442 32,083 35,525 ( 26,545 ) 1974 Jun-97 3-30 Chestnut Street Apartments 96 Santa Cruz, CA — 6,582 15,689 3,055 6,582 18,744 25,326 ( 10,012 ) 2002 Jul-08 3-30 City View 572 Hayward, CA — 9,883 37,670 41,860 10,350 79,063 89,413 ( 63,724 ) 1975 Mar-98 3-30 F- 57 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) 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 Country Villas 180 Oceanside, CA — 4,174 16,583 7,719 4,187 24,289 28,476 ( 17,013 ) 1976 Dec-02 3-30 Courtyard off Main 110 Bellevue, WA — 7,465 21,405 7,676 7,465 29,081 36,546 ( 14,010 ) 2000 Oct-10 3-30 Crow Canyon 400 San Ramon, CA — 37,579 87,685 19,142 37,579 106,827 144,406 ( 41,200 ) 1992 Apr-14 5-30 Deer Valley 171 San Rafael, CA — 21,478 50,116 6,200 21,478 56,316 77,794 ( 20,508 ) 1996 Apr-14 5-30 Domaine 92 Seattle, WA — 9,059 27,177 2,016 9,059 29,193 38,252 ( 11,604 ) 2009 Sep-12 3-30 Elevation 158 Redmond, WA — 4,758 14,285 8,926 4,757 23,212 27,969 ( 13,693 ) 1986 Jun-10 3-30 Ellington 220 Bellevue, WA — 15,066 45,249 6,721 15,066 51,970 67,036 ( 18,149 ) 1994 Jul-14 3-30 Emerald Pointe 160 Diamond Bar, CA — 8,458 33,832 3,854 8,458 37,686 46,144 ( 13,690 ) 1989 Apr-14 5-30 Emerald Ridge 180 Bellevue, WA — 3,449 7,801 8,762 3,449 16,563 20,012 ( 14,422 ) 1987 Nov-94 3-30 Emerson Valley Village 144 Los Angeles, CA — 13,378 53,240 2,731 13,378 55,971 69,349 ( 14,061 ) 2012 Dec-16 3-30 Emme 190 Emeryville, CA — 15,039 80,532 1,602 15,039 82,134 97,173 ( 11,594 ) 2015 Jan-20 3-30 Enso 183 San Jose, CA — 21,397 71,135 3,565 21,397 74,700 96,097 ( 21,195 ) 2014 Dec-15 3-30 Epic 769 San Jose, CA — 89,111 307,769 5,723 89,111 313,492 402,603 ( 43,577 ) 2013 Jan-20 3-30 Esplanade 278 San Jose, CA — 18,170 40,086 18,769 18,429 58,596 77,025 ( 40,654 ) 2002 Apr-04 3-30 Essex Skyline 350 Santa Ana, CA — 21,537 146,099 19,047 21,537 165,146 186,683 ( 68,901 ) 2008 Apr-10 3-30 Evergreen Heights 200 Kirkland, WA — 3,566 13,395 9,409 3,649 22,721 26,370 ( 18,796 ) 1990 Jun-97 3-30 Fairhaven Apartments 164 Santa Ana, CA — 2,626 10,485 11,748 2,957 21,902 24,859 ( 17,103 ) 1970 Nov-01 3-30 Fairway Apartments at Big Canyon (5) 74 Newport Beach, CA — — 7,850 9,654 — 17,504 17,504 ( 15,324 ) 1972 Jun-99 3-28 Fairwood Pond 194 Renton, WA — 5,296 15,564 6,603 5,297 22,166 27,463 ( 14,306 ) 1997 Oct-04 3-30 Foothill Commons 394 Bellevue, WA — 2,435 9,821 44,756 2,440 54,572 57,012 ( 51,045 ) 1978 Mar-90 3-30 Foothill Gardens/Twin Creeks 176 San Ramon, CA — 5,875 13,992 15,512 5,964 29,415 35,379 ( 24,065 ) 1985 Feb-97 3-30 Forest View 192 Renton, WA — 3,731 14,530 5,619 3,731 20,149 23,880 ( 13,213 ) 1998 Oct-03 3-30 Form 15 242 San Diego, CA — 24,510 72,221 14,885 25,540 86,076 111,616 ( 24,271 ) 2014 Mar-16 3-30 Foster's Landing 490 Foster City, CA — 61,714 144,000 18,648 61,714 162,648 224,362 ( 60,005 ) 1987 Apr-14 5-30 Fountain Court 320 Seattle, WA — 6,702 27,306 16,464 6,985 43,487 50,472 ( 35,378 ) 2000 Mar-00 3-30 Fountains at River Oaks 226 San Jose, CA — 26,046 60,773 9,144 26,046 69,917 95,963 ( 26,176 ) 1990 Apr-14 3-30 Fourth & U 171 Berkeley, CA — 8,879 52,351 5,944 8,879 58,295 67,174 ( 27,867 ) 2010 Apr-10 3-30 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 F- 58 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) 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 Hope Ranch 108 Santa Barbara, CA — 4,078 16,877 3,986 4,208 20,733 24,941 ( 11,834 ) 1965 Mar-07 3-30 Huntington Breakers 342 Huntington Beach, CA — 9,306 22,720 26,749 9,315 49,460 58,775 ( 41,562 ) 1984 Oct-97 3-30 Inglenook Court 224 Bothell, WA — 3,467 7,881 10,148 3,474 18,022 21,496 ( 15,994 ) 1985 Oct-94 3-30 Lafayette Highlands 150 Lafayette, CA — 17,774 41,473 9,261 17,774 50,734 68,508 ( 18,567 ) 1973 Apr-14 5-30 Lakeshore Landing 308 San Mateo, CA — 38,155 89,028 15,358 38,155 104,386 142,541 ( 38,936 ) 1988 Apr-14 5-30 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 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 Marbrisa 202 Long Beach, CA — 4,700 18,605 12,518 4,760 31,063 35,823 ( 22,713 ) 1987 Sep-02 3-30 Marina City Club (6) 101 Marina Del Rey, CA — — 28,167 35,482 — 63,649 63,649 ( 41,034 ) 1971 Jan-04 3-30 Marina Cove (7) 292 Santa Clara, CA — 5,320 16,431 19,363 5,324 35,790 41,114 ( 32,469 ) 1974 Jun-94 3-30 Mariner's Place 105 Oxnard, CA — 1,555 6,103 3,639 1,562 9,735 11,297 ( 7,468 ) 1987 May-00 3-30 MB 360 360 San Francisco, CA — 42,001 212,648 16,253 42,001 228,901 270,902 ( 73,498 ) 2014 Apr-14 3-30 Mesa Village 133 Clairemont, CA — 1,888 7,498 3,507 1,894 10,999 12,893 ( 7,755 ) 1963 Dec-02 3-30 Mill Creek at Windermere 400 San Ramon, CA — 29,551 69,032 14,805 29,551 83,837 113,388 ( 45,026 ) 2005 Sep-07 3-30 Mio 103 San Jose, CA — 11,012 39,982 2,153 11,012 42,135 53,147 ( 11,663 ) 2015 Jan-16 3-30 Mirabella 188 Marina Del Rey, CA — 6,180 26,673 20,139 6,270 46,722 52,992 ( 33,524 ) 2000 May-00 3-30 Mira Monte 354 Mira Mesa, CA — 7,165 28,459 16,734 7,186 45,172 52,358 ( 32,198 ) 1982 Dec-02 3-30 Miracle Mile/Marbella 236 Los Angeles, CA — 7,791 23,075 20,649 7,886 43,629 51,515 ( 34,078 ) 1988 Aug-97 3-30 Mission Hills 282 Oceanside, CA — 10,099 38,778 15,512 10,167 54,222 64,389 ( 35,135 ) 1984 Jul-05 3-30 Mission Peaks 453 Fremont, CA — 46,499 108,498 13,839 46,499 122,337 168,836 ( 44,778 ) 1995 Apr-14 5-30 Mission Peaks II 336 Fremont, CA — 31,429 73,334 12,394 31,429 85,728 117,157 ( 32,318 ) 1989 Apr-14 5-30 Montanosa 472 San Diego, CA — 26,697 106,787 15,499 26,697 122,286 148,983 ( 43,193 ) 1990 Apr-14 5-30 Montclaire 390 Sunnyvale, CA — 4,842 19,776 32,229 4,997 51,850 56,847 ( 47,688 ) 1973 Dec-88 3-30 Montebello 248 Kirkland, WA — 13,857 41,575 15,803 13,858 57,377 71,235 ( 23,364 ) 1996 Jul-12 3-30 Montejo Apartments 124 Garden Grove, CA — 1,925 7,685 6,287 2,194 13,703 15,897 ( 9,460 ) 1974 Nov-01 3-30 Monterey Villas 122 Oxnard, CA — 2,349 5,579 8,980 2,424 14,484 16,908 ( 11,089 ) 1974 Jul-97 3-30 Muse 152 North Hollywood, CA — 7,822 33,436 7,109 7,823 40,544 48,367 ( 19,798 ) 2011 Feb-11 3-30 Mylo 476 Santa Clara, CA — 6,472 206,098 867 6,472 206,965 213,437 ( 35,556 ) 2021 Jun-21 3-30 F- 59 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) 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 Park Highland 250 Bellevue, WA — 9,391 38,224 15,944 9,391 54,168 63,559 ( 25,009 ) 1993 Apr-14 5-30 Park Hill at Issaquah 245 Issaquah, WA — 7,284 21,937 15,309 7,284 37,246 44,530 ( 24,420 ) 1999 Feb-99 3-30 Park Viridian 320 Anaheim, CA — 15,894 63,574 7,165 15,894 70,739 86,633 ( 25,521 ) 2008 Apr-14 5-30 Park West 126 San Francisco, CA — 9,424 21,988 14,824 9,424 36,812 46,236 ( 19,991 ) 1958 Sep-12 3-30 Parkwood at Mill Creek 240 Mill Creek, WA — 10,680 42,722 4,885 10,680 47,607 58,287 ( 17,576 ) 1989 Apr-14 5-30 Patent 523 295 Seattle, WA — 14,558 69,417 8,927 14,558 78,344 92,902 ( 38,284 ) 2010 Mar-10 3-30 Pathways at Bixby Village 296 Long Beach, CA — 4,083 16,757 24,405 6,239 39,006 45,245 ( 35,534 ) 1975 Feb-91 3-30 Piedmont 396 Bellevue, WA — 19,848 59,606 20,462 19,848 80,068 99,916 ( 32,025 ) 1969 May-14 3-30 Pinehurst (8) 28 Ventura, CA — — 1,711 943 — 2,654 2,654 ( 2,051 ) 1973 Dec-04 3-24 Pinnacle at Fullerton 192 Fullerton, CA — 11,019 45,932 7,172 11,019 53,104 64,123 ( 19,644 ) 2004 Apr-14 5-30 Pinnacle on Lake Washington 180 Renton, WA — 7,760 31,041 5,950 7,760 36,991 44,751 ( 14,124 ) 2001 Apr-14 5-30 Pinnacle at MacArthur Place 253 Santa Ana, CA — 15,810 66,401 10,646 15,810 77,047 92,857 ( 27,583 ) 2002 Apr-14 5-30 Pinnacle at Otay Ranch I & II 364 Chula Vista, CA — 17,023 68,093 8,560 17,023 76,653 93,676 ( 27,583 ) 2001 Apr-14 5-30 Pinnacle at Talega 362 San Clemente, CA — 19,292 77,168 9,934 19,292 87,102 106,394 ( 30,087 ) 2002 Apr-14 5-30 Pinnacle Sonata 268 Bothell, WA — 14,647 58,586 9,882 14,647 68,468 83,115 ( 25,042 ) 2000 Apr-14 5-30 Pointe at Cupertino 116 Cupertino, CA — 4,505 17,605 14,682 4,505 32,287 36,792 ( 24,253 ) 1963 Aug-98 3-30 Pure Redmond 105 Redmond, WA — 7,461 31,363 2,360 7,461 33,723 41,184 ( 5,042 ) 2016 Dec-19 3-30 Radius 264 Redwood City, CA — 11,702 152,336 5,077 11,702 157,413 169,115 ( 54,824 ) 2015 Apr-14 3-30 Reed Square 100 Sunnyvale, CA — 6,873 16,037 9,418 6,873 25,455 32,328 ( 14,905 ) 1970 Jan-12 3-30 Regency at Encino 75 Encino, CA — 3,184 12,737 5,428 3,184 18,165 21,349 ( 9,945 ) 1989 Dec-09 3-30 Regency Palm Court 116 Los Angeles, CA — 7,763 28,019 1,637 7,763 29,656 37,419 ( 1,586 ) 1987 Jul-22 3-30 Renaissance at Uptown Orange 460 Orange, CA — 27,870 111,482 11,968 27,870 123,450 151,320 ( 43,931 ) 2007 Apr-14 5-30 Reveal 438 Woodland Hills, CA — 25,073 121,314 7,805 25,073 129,119 154,192 ( 42,223 ) 2010 Apr-15 3-30 Salmon Run at Perry Creek 132 Bothell, WA — 3,717 11,483 4,828 3,801 16,227 20,028 ( 11,529 ) 2000 Oct-00 3-30 Sammamish View 153 Bellevue, WA — 3,324 7,501 9,177 3,331 16,671 20,002 ( 14,681 ) 1986 Nov-94 3-30 101 San Fernando 323 San Jose, CA — 4,173 58,961 19,870 4,173 78,831 83,004 ( 40,019 ) 2001 Jul-10 3-30 San Marcos 432 Richmond, CA — 15,563 36,204 40,073 22,866 68,974 91,840 ( 45,615 ) 2003 Nov-03 3-30 Santee Court/Santee Village 238 Los Angeles, CA — 9,581 40,317 19,087 9,582 59,403 68,985 ( 28,730 ) 2004 Oct-10 3-30 Shadow Point 172 Spring Valley, CA — 2,812 11,170 7,859 2,820 19,021 21,841 ( 12,353 ) 1983 Dec-02 3-30 Shadowbrook 418 Redmond, WA — 19,292 77,168 11,517 19,292 88,685 107,977 ( 31,940 ) 1986 Apr-14 5-30 F- 60 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) 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 Stevenson Place 200 Fremont, CA — 996 5,582 16,131 1,001 21,708 22,709 ( 18,665 ) 1975 Apr-00 3-30 Stonehedge Village 196 Bothell, WA — 3,167 12,603 12,242 3,201 24,811 28,012 ( 19,835 ) 1986 Oct-97 3-30 Summerhill Park 100 Sunnyvale, CA — 2,654 4,918 11,843 2,656 16,759 19,415 ( 15,161 ) 1988 Sep-88 3-30 Summit Park 300 San Diego, CA — 5,959 23,670 11,159 5,977 34,811 40,788 ( 24,448 ) 1972 Dec-02 3-30 Taylor 28 197 Seattle, WA — 13,915 57,700 6,041 13,915 63,741 77,656 ( 22,896 ) 2008 Apr-14 5-30 The Audrey at Belltown 137 Seattle, WA — 9,228 36,911 3,193 9,228 40,104 49,332 ( 14,169 ) 1992 Apr-14 5-30 The Avery 121 Los Angeles, CA — 6,964 29,922 1,787 6,964 31,709 38,673 ( 10,597 ) 2014 Mar-14 3-30 The Bernard 63 Seattle, WA — 3,699 11,345 1,138 3,689 12,493 16,182 ( 5,535 ) 2008 Sep-11 3-30 The Blake LA 196 Los Angeles, CA — 4,023 9,527 25,998 4,031 35,517 39,548 ( 27,565 ) 1979 Jun-97 3-30 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 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 Grand 243 Oakland, CA — 4,531 89,208 9,358 4,531 98,566 103,097 ( 51,214 ) 2009 Jan-09 3-30 The Hallie 292 Pasadena, CA — 2,202 4,794 57,980 8,385 56,591 64,976 ( 48,352 ) 1972 Apr-97 3-30 The Huntington 276 Huntington Beach, CA — 10,374 41,495 9,525 10,374 51,020 61,394 ( 22,312 ) 1975 Jun-12 3-30 The Landing at Jack London Square 282 Oakland, CA — 33,554 78,292 10,330 33,554 88,622 122,176 ( 33,472 ) 2001 Apr-14 5-30 The Lofts at Pinehurst 118 Ventura, CA — 1,570 3,912 6,701 1,618 10,565 12,183 ( 8,009 ) 1971 Jun-97 3-30 The Palisades 192 Bellevue, WA — 1,560 6,242 16,768 1,565 23,005 24,570 ( 19,918 ) 1977 May-90 3-30 The Palms at Laguna Niguel 460 Laguna Niguel, CA — 23,584 94,334 17,847 23,584 112,181 135,765 ( 42,182 ) 1988 Apr-14 5-30 The Stuart 188 Pasadena, CA — 13,574 54,298 5,546 13,574 59,844 73,418 ( 21,356 ) 2007 Apr-14 5-30 The Trails of Redmond 423 Redmond, WA — 21,930 87,720 9,868 21,930 97,588 119,518 ( 35,480 ) 1985 Apr-14 5-30 The Village at Toluca Lake 145 Burbank, CA — 14,634 48,297 2,024 14,634 50,321 64,955 ( 4,652 ) 1974 Jun-21 3-30 The Waterford 238 San Jose, CA — 11,808 24,500 19,752 15,165 40,895 56,060 ( 31,327 ) 2000 Jun-00 3-30 Tierra Vista 404 Oxnard, CA — 13,652 53,336 11,904 13,661 65,231 78,892 ( 42,191 ) 2001 Jan-01 3-30 Tiffany Court 101 Los Angeles, CA — 6,949 27,796 3,556 6,949 31,352 38,301 ( 11,191 ) 1987 Apr-14 5-30 Trabuco Villas 132 Lake Forest, CA — 3,638 8,640 6,266 3,890 14,654 18,544 ( 11,310 ) 1985 Oct-97 3-30 Valley Park 160 Fountain Valley, CA — 3,361 13,420 8,373 3,761 21,393 25,154 ( 15,146 ) 1969 Nov-01 3-30 Via 284 Sunnyvale, CA — 22,000 82,270 7,647 22,016 89,901 111,917 ( 40,456 ) 2011 Jul-11 3-30 Villa Angelina 256 Placentia, CA — 4,498 17,962 10,155 4,962 27,653 32,615 ( 20,376 ) 1970 Nov-01 3-30 Villa Granada 270 Santa Clara, CA — 38,299 89,365 4,688 38,299 94,053 132,352 ( 32,619 ) 2010 Apr-14 5-30 F- 61 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) Costs Initial cost capitalized Gross amount carried at close of period Apartment Buildings and subsequent to Land and Buildings and Accumulated Date of Date Lives Property Homes Location Encumbrance Land improvements acquisition improvements improvements Total (1) depreciation construction acquired (years) Villa Siena 272 Costa Mesa, CA — 13,842 55,367 15,491 13,842 70,858 84,700 ( 27,347 ) 1974 Apr-14 5-30 Village Green 272 La Habra, CA — 6,488 36,768 6,463 6,488 43,231 49,719 ( 16,403 ) 1971 Apr-14 5-30 Vista Belvedere 76 Tiburon, CA — 5,573 11,901 10,717 5,573 22,618 28,191 ( 15,957 ) 1963 Aug-04 3-30 Vox Apartments 58 Seattle, WA — 5,545 16,635 642 5,545 17,277 22,822 ( 6,032 ) 2013 Oct-13 3-30 Wallace on Sunset 200 Los Angeles, CA — 24,005 80,466 4,522 24,005 84,988 108,993 ( 18,731 ) 2021 Dec-21 3-30 Walnut Heights 163 Walnut, CA — 4,858 19,168 7,315 4,887 26,454 31,341 ( 18,197 ) 1964 Oct-03 3-30 Wandering Creek 156 Kent, WA — 1,285 4,980 6,672 1,296 11,641 12,937 ( 9,850 ) 1986 Nov-95 3-30 Wharfside Pointe 155 Seattle, WA — 2,245 7,020 14,339 2,258 21,346 23,604 ( 18,915 ) 1990 Jun-94 3-30 Willow Lake 508 San Jose, CA — 43,194 101,030 21,997 43,194 123,027 166,221 ( 53,675 ) 1989 Oct-12 3-30 5600 Wilshire 284 Los Angeles, CA — 30,535 91,604 10,000 30,535 101,604 132,139 ( 35,335 ) 2008 Apr-14 5-30 Wilshire La Brea 478 Los Angeles, CA — 56,932 211,998 22,204 56,932 234,202 291,134 ( 84,340 ) 2014 Apr-14 5-30 Wilshire Promenade 149 Fullerton, CA — 3,118 7,385 14,938 3,797 21,644 25,441 ( 16,895 ) 1992 Jan-97 3-30 Windsor Court 95 Los Angeles, CA 6,383 23,420 1,077 6,383 24,497 30,880 ( 1,303 ) 1987 Jul-22 3-30 Windsor Ridge 216 Sunnyvale, CA — 4,017 10,315 18,009 4,021 28,320 32,341 ( 27,125 ) 1989 Mar-89 3-30 Woodland Commons 302 Bellevue, WA — 2,040 8,727 27,519 2,044 36,242 38,286 ( 28,182 ) 1978 Mar-90 3-30 Woodside Village 145 Ventura, CA — 5,331 21,036 7,107 5,341 28,133 33,474 ( 18,428 ) 1987 Dec-04 3-30 47,382 $ — $ 2,598,958 $ 9,278,341 $ 2,560,634 $ 2,649,202 $ 11,788,731 $ 14,437,933 $ ( 5,173,880 ) Costs Initial cost capitalized Gross amount carried at close of period Buildings and subsequent Land and Buildings and Accumulated Property Encumbrance Land improvements to acquisition improvements improvements Total (1) depreciation Other real estate assets — 80,706 16,587 15,769 82,067 30,995 113,062 ( 20,791 ) $ — $ 80,706 $ 16,587 $ 15,769 $ 82,067 $ 30,995 $ 113,062 $ ( 20,791 ) Total $ 887,204 $ 2,981,986 $ 10,387,597 $ 2,765,640 $ 3,036,912 $ 13,098,311 $ 16,135,223 $ ( 5,664,931 ) (1) The aggregate cost for federal income tax purposes is approximately $ 12.3 billion (unaudited). (2) A portion of land is leased pursuant to a ground lease expiring 2070. (3) The land is leased pursuant to a ground lease expiring 2083. (4) The land is leased pursuant to a ground lease expiring 2070. (5) The land is leased pursuant to a ground lease expiring 2027. (6) The land is leased pursuant to a ground lease expiring 2067. (7) A portion of land is leased pursuant to a ground lease expiring in 2028. F- 62 ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES FINANCIAL STATEMENT SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2023 (Dollars in thousands) (8) The land is leased pursuant to a ground lease expiring in 2028. A summary of activity for rental properties and accumulated depreciation is as follows: 2023 2022 2021 2023 2022 2021 Rental properties: Accumulated depreciation: Balance at beginning of year $ 15,966,227 $ 15,629,927 $ 15,061,745 Balance at beginning of year $ 5,152,133 $ 4,646,854 $ 4,133,959 Acquisition, development, and improvement of real estate 235,423 427,668 707,267 Depreciation expense 545,702 536,202 528,613 Disposition of real estate and other ( 66,427 ) ( 91,368 ) ( 139,085 ) Depreciation expense - Disposals and other ( 32,904 ) ( 30,923 ) ( 15,718 ) Balance at the end of year $ 16,135,223 $ 15,966,227 $ 15,629,927 Balance at the end of year $ 5,664,931 $ 5,152,133 $ 4,646,854 F- 63 Table of Contents EXHIBIT INDEX Exhibit No. Document 3.1 Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.2 to the Company's Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference. 3.2 Seventh Amended and Restated Bylaws of Essex Property Trust, Inc. (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. 3.3 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 . 4.2 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. 4.3 Indenture, dated April 15, 2014, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.875% Senior Notes due 2024 and the guarantee thereof, attached as Exhibit 4.1 to Essex Property Trust, Inc.'s Current Report on Form 8-K, filed April 16, 2014, and incorporated herein by reference. 4.4 Indenture, dated March 17, 2015, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2025 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed March 17, 2015, and incorporated herein by reference. 4.5 Indenture, dated April 11, 2016, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.375% Senior Notes due 2026 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 11, 2016, and incorporated herein by reference. 4.6 Indenture, dated April 10, 2017, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 3.625% Senior Notes due 2027 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 10, 2017, and incorporated herein by reference. 4.7 Indenture, dated March 8, 2018, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of the 4.500% Senior Notes due 2048 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed March 8, 2018, and incorporated herein by reference. 4.8 Indenture, dated February 11, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 4.000% Senior Notes due 2029 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed February 11, 2019, and incorporated herein by reference. 4.9 Indenture, dated August 7, 2019, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.000% Senior Notes due 2030 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 7, 2019, and incorporated herein by reference. 4.10 Indenture, dated February 11, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 2.650% Senior Notes due 2032 and the guarantee thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed February 11, 2020, and incorporated herein by reference. 4.11 Indenture, dated August 24, 2020, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.650% Senior Notes due 2031, the form of 2.650% Senior Notes due 2050 and the guarantees thereof, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 24, 2020, and incorporated herein by reference. 4.12 Indenture, dated March 1, 2021, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 1.700% Senior Notes due 2028 and the guarantee thereof, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 1, 2021, and incorporated herein by reference. 4.13 Indenture, dated June 1, 2021, among Essex Portfolio, L.P., Essex portfolio Trust, Inc. and U.S. 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. Table of Contents 4.14 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. 10.1 Agreement between Essex Property Trust, Inc. and George M. Marcus, dated March 27, 2003 attached as Exhibit 10.32 to the Company's Form 10-K for the year ended December 31, 2002, and incorporated herein by reference. 10.2 Essex Property Trust, Inc. 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. 10.3 Form of Indemnification Agreement between Essex Property Trust, Inc. and its directors and officers, attached as Exhibit 10.4 to the Company's Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference.* 10.4 Modification Agreement, dated July 30, 2012, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and incorporated herein by reference. 10.5 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. 10.6 Amended and Restated Essex Property Trust Inc. Executive Severance Plan. * 10.7 Essex Property Trust, Inc. 2013 Stock Award and Incentive Compensation Plan, attached as Appendix B to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.* 10.8 Essex Property Trust, Inc. 2013 Employee Stock Purchase Plan, attached as Appendix C to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 14, 2013, filed April 1, 2013, and incorporated herein by reference.* 10.9 Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.* 10.10 Amended and Restated Non-Employee Director Equity Award Program, dated May 17, 2016, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May 23, 2016, and incorporated herein by reference.* 10.11 Fourth Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 20, 2018, attached as Exhibit 10.14 to the Company's Annual Report on Form 10-K, filed February 21, 2019, and incorporated herein by reference. 10.12 Third Modification Agreement, dated as of January 29, 2014 by and among Essex Portfolio, L.P., U.S. Bank National Association, as Administrative Agent and Lender and the other lenders party thereto, attached as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed January 31, 2014, and incorporated herein by reference. 10.13 Forms of Essex Property Trust, Inc., Essex Portfolio L.P., Long-Term Incentive Plan Award Agreements, attached as Exhibit 10.28 to the Company's Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference.* 10.14 Terms Agreement dated as of May 20, 2015, among Essex Property Trust, Inc. and Citigroup Global Markets Inc., attached as Exhibit 1.1 to the Company's Current Report on Form 8-K, filed May 26, 2015, and incorporated herein by reference. 10.15 Essex Property Trust, Inc. 2018 Stock Award and Incentive Compensation Plan, attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders held May 15, 2018, filed March 23, 2018, and incorporated herein by reference.* 10.16 Form of Non-Employee Director Restricted Stock Award Agreement, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.* 10.17 Form of Non-Employee Director Stock Option Award Agreement, attached as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed August 3, 2018, and incorporated herein by reference.* 10.18 Forms of Essex Property Trust, Inc. 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. * Table of Contents 10.19 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.* 10.20 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.* 10.21 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. † 10.22 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.* 10.23 Executive Transition Services Agreement, dated as of October 3, 2022, by and between Essex Property Trust, Inc. and Michael J. Schall, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 3, 2022 and incorporated herein by reference.* 21.1 List of Subsidiaries of Essex Property Trust, Inc. and Essex Portfolio, L.P. 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm. 23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm. 24.1 Power of Attorney (see signature page) 31.1 Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.3 Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.4 Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Angela L. Kleiman, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Barbara Pak, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.3 Certification of Angela L. Kleiman, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.4 Certification of Barbara Pak, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 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. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Management contract or compensatory plan or arrangement. Table of Contents † The schedules and certain exhibits to this agreement, as set forth in the agreement, have not been filed herewith. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 23, 2024. ESSEX PROPERTY TRUST, INC . By: /s/ BARBARA PAK Barbara Pak Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) By: /s/ JOHN FARIAS John Farias Senior Vice President and Chief Accounting Officer ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc., its general partner By: /s/ BARBARA PAK Barbara Pak Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer) By: /s/ JOHN FARIAS John Farias Senior Vice President and Chief Accounting Officer S-1 Table of Contents 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. Signature Title Date /s/ GEORGE M. MARCUS George M. Marcus Director and Chairman of the Board February 23, 2024 /s/ KEITH R. GUERICKE Keith R. Guericke Director, and Vice Chairman of the Board February 23, 2024 /s/ IRVING F. LYONS, III Irving F. Lyons, III Lead Director February 23, 2024 /s/ JOHN V. ARABIA John V. Arabia Director February 23, 2024 /s/ ANNE B. GUST Anne B. Gust Director February 23, 2024 /s/ MARIA R. HAWTHORNE Maria R. Hawthorne Director February 23, 2024 /s/ AMAL M. JOHNSON Amal M. Johnson Director February 23, 2024 /s/ MARY KASARIS Mary Kasaris Director February 23, 2024 /s/ ANGELA L. KLEIMAN Angela L. Kleiman Chief Executive Officer and President, and Director (Principal Executive Officer) February 23, 2024 /s/ THOMAS E. ROBINSON Thomas E. Robinson Director February 23, 2024 /s/ MICHAEL J. SCHALL Michael J. Schall Director February 23, 2024 /s/ BYRON A. SCORDELIS Byron A. Scordelis Director February 23, 2024 S-2