UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-K

 
(MARK ONE)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132016
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
Commission file number:   1-13106 (Essex Property Trust, Inc.)
Commission file number:   333-44467-01 (Essex Portfolio, L.P.)

ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
(Exact name of Registrant as Specified in its Charter)

Maryland (Essex Property Trust, Inc.)
California (Essex Portfolio, L.P.)
77-0369576(Essex (Essex Property Trust, Inc.)
77-0369575(Essex (Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)

925 East Meadow Drive1100 Park Place, Suite 200
Palo Alto,San Mateo, California    9430394403
(Address of Principal Executive Offices including Zip Code)
(650) 494-3700655-7800
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
Common Stock, $.0001 par value (Essex Property Trust, Inc.)New York Stock Exchange
7.125% Series H Cumulative Redeemable Preferred Stock (Essex Property Trust, Inc.)New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Essex Property Trust, Inc.    Yes x   No o
Essex Portfolio, L.P.     Yes o   No x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Essex Property Trust, Inc.    Yes o  No x
Essex Portfolio, L.P.     Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Essex Property Trust, Inc.    Yes x   No o
Essex Portfolio, L.P.     Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Essex Property Trust, Inc.    Yes x   No o
Essex Portfolio, L.P.     Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.

Essex Property Trust, Inc.    ox
Essex Portfolio, L.P.    ox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Essex Property Trust, Inc.:
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o   (Do not check if a smaller reporting company)
Smaller reporting company o

Essex Portfolio, L.P.:
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x   (Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Essex Property Trust, Inc.    Yes o   No x
Essex Portfolio, L.P.     Yes o   No x

As of June 30, 2013,2016, the aggregate market value of the voting stock held by non-affiliates of Essex Property Trust, Inc. was $5,855,449,673.$14,824,768,853.  The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date. Shares of common stock held by executive officers, directors and holders of more than ten percent of the outstanding common stock have been excluded from this calculation because such persons may be deemed to be affiliates. This exclusion does not reflect a determination that such persons are affiliates for any other purposes. There is no public trading market for the common units of Essex Portfolio, L.P. As a result, the aggregate market value of the common units held by non-affiliates of Essex Portfolio, L.P., cannot be determined.

As of February 24, 2014, 38,606,70621, 2017, 65,549,470 shares of common stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
The following document is incorporated by reference in Part III of the Annual Report on Form 10-K: Proxy statement for the annual meeting of stockholders of Essex Property Trust, Inc. to be filed within 120 days of December 31, 2013.2016.


EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 20132016 of Essex Property Trust, IncInc. and Essex Portfolio, L.P. Unless stated otherwise or the context otherwise requires, references to “ESS” mean Essex Property Trust, Inc., a Maryland corporation that operates as a self-administered and self-managed real estate investment trust (“REIT ”)REIT”), and references to “EPLP” mean Essex Portfolio, L.P. (the “Operating Partnership” ). References). Unless stated otherwise or the context otherwise requires, references to the “Company,” “Essex,” “we,” “us” or “our” mean collectively ESS, EPLP and those entities/subsidiaries owned or controlled by ESS and/or EPLP. References to the “Operating Partnership” mean collectively EPLP and those entities/subsidiaries owned or controlled by EPLP.

ESS is the general partner of, and as of December 31, 20132016 owned an approximate 94.6%96.7% ownership interest in EPLP. The remaining 5.4%3.3% interest is owned by limited partners. As the sole general partner of EPLP, ESS has exclusive control of EPLP's day-to-day management.

The Company is structured as an umbrella partnership REIT (“UPREIT”) and ESS contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, ESS receives a number of OP Units (see definition below) in the Operating Partnership equal to the number of shares of common stock it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership, which is one of the reasons why the Company is structured in the manner shownoutlined above. Based on the terms of EPLP's partnership agreement, OP Units can be exchanged withinto ESS common stock on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to ESS and shares of common stock.

The Company believes that combining the reports on Form 10-K of ESS and EPLP into this single report provides the following benefits:

·enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
·eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
·creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Company and the Operating Partnership as one business. The management of ESS consists of the same members as the management of EPLP.

All of the Company's property ownership, development and related business operations are conducted through the Operating Partnership and ESS has no material assets, other than its investment in EPLP. ESS's primary function is acting as the general partner of EPLP. As general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. ESS also issues equity from time to time and guarantees certain debt of EPLP, as disclosed in this report. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the Company, which are contributed to the capital of the Operating Partnership in exchange for additional limited partnership interests in the Operating Partnership (“OP Units”) (on a one-for-one share of common stock per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's working capital, net cash provided by operating activities, borrowings under its revolving credit facility,facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from disposition of certain properties and joint ventures.

The Company believes it is important to understand the few differences between ESS and EPLP in the context of how ESS and EPLP operate as a consolidated company. Shareholders' equity, partners' capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners' capital in the Operating Partnership's consolidated financial statements and as noncontrolling interests in the Company's consolidated financial statements. The noncontrolling interests in the Operating Partnership's consolidated financial statements include the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the Company's consolidated financial statements include (i) the same noncontrolling interests as presented in the Operating Partnership’s consolidated financial statements and (ii) limited partner OP Unit holdersunitholders of the Operating Partnership. The differences between stockholders' equity and partners' capital result from differences in the equity issued at the Company and Operating Partnership levels.

iii


To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of shareholders' equity or partners' capital, earnings per share/unit;unit, as applicable; and a combined Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

iv

ESSEX PROPERTY TRUST, INC.
ESSEX PORTFOLIO, L.P.
20132016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Part I. Page
Item 1.
Business
1
Item 1A.
Risk Factors
7
6
Item 1B.
Unresolved Staff Comments
21
22
Item 2.
Properties
21
22
Item 3.
Legal Proceedings
27
30
Item 4.
Mine Safety Disclosures
27
30
Part II.  
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
28
30
Item 6.
Selected Financial Data
31
33
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34
37
Item 7A.
Quantitative and Qualitative Disclosures About Market Risks
46
49
Item 8.
Financial Statements and Supplementary Data
47
50
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
47
50
Item 9A.
Controls and Procedures
47
50
Item 9B.
Other Information
48
51
Part III.  
Item 10.
Directors, Executive Officers and Corporate Governance
48
51
Item 11.
Executive Compensation
48
51
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
49
51
Item 13.
Certain Relationships and Related Transactions, and Director Independence
49
51
Item 14.
Principal Accounting Fees and Services
49
52
Part IV.
Item 15.
Exhibits and Financial Statement Schedules
50
53
Signatures
S-1
S-0


v
Table of Contents

PART I
Forward Looking Statements
 
This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements are described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the section, “Forward Looking Statements.”  Actual results could differ materially from those set forth in each forward-looking statement.  Certain factors that might cause such a difference are discussed in this report, including in Item in 1A, Risk Factors of this Form 10-K.

Item 1. Business

OVERVIEW

Essex Property Trust, Inc. (“Essex”, "ESS", or the “Company”) is a Maryland corporation, is an S&P 500 company that operates as a self-administered and self-managed real estate investment trust (“REIT”). The Company owns all of its interest in its real estate and other investments directly or indirectly through Essex Portfolio, L.P. (the “Operating Partnership” or “EPLP”). The Company is the sole general partner of the Operating Partnership and as of December 31, 20132016 owns a 94.6%96.7% general partnership interest. In this report, the terms “Essex” or the “Company” also refer to Essex Property Trust, Inc., its Operating Partnership and those entities owned or controlled by the Operating Partnership.

The Company has elected to be treated as a REIT for federal income tax purposes, commencing with the year ended December 31, 1994 as the Company completed an initial public offering on June 13, 1994. In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiaries for various revenue generating or investment activities. All taxable REIT subsidiaries are consolidated by the Company.

The Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly apartment communities.communities, located along the West Coast. As of December 31, 2013,2016, the Company owned or held an interest in 164245 communities, aggregating 34,079 units, located along59,645 apartment homes, excluding the West Coast,Company's ownership in preferred equity investments, as well as fourtwo operating commercial buildings (totaling approximately 315,900140,564 square feet), and elevensix active development projects with 2,501 units2,223 apartment homes in various stages of development (collectively, the “Portfolio”).

The Company’s website address is http://www.essexpropertytrust.com.www.essex.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Stockholders are available, free of charge, on its website as soon as practicable after the Company files the reports with the U.S. Securities and Exchange Commission (“SEC”).

BUSINESS STRATEGIES

The following is a discussion of the Company’s business strategies in regards to real estate investment and management.

Business Strategies

Research Driven Approach to Investments– The Company believes that successful real estate investment decisions and portfolio growth begin with extensive regional economic research and local market knowledge. The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating the following:

·Focus on markets in major metropolitan areas that have regional population in excess of one million;
·Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways;
·Rental demand is enhanced by affordability of rents relative to costs of for-sale housing; and
·Housing demand that is based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.
1

Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its regional economic, and local market research, and adjusts the geographic focus of its portfolio accordingly. The Company seeks to increase its Portfolioportfolio allocation in markets projected to have the strongest local economies and to decrease such allocations in markets projected to

have declining economic conditions. Likewise, the Company also seeks to increase its Portfolioportfolio allocation in markets that have attractive property valuations and to decrease such allocations in markets that have inflated valuations and low relative yields.

Property Operations – The Company manages its communities by focusing on activities that may generate above-average rental growth, tenant retention/satisfaction and long-term asset appreciation.  The Company intends to achieve this by utilizing the strategies set forth below:

·Property Management – Oversee delivery of and quality of the housing provided to our residents and manage the properties financial performance.
Property Management– Oversee delivery of and quality of the housing provided to our residents and manage the properties financial performance.
·Capital Preservation –Asset Management is responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s communities.
Capital Preservation –Asset Management is responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s communities.
·Business Planning and Control – Comprehensive business plans are implemented in conjunction with every investment decision.  These plans include benchmarks for future financial performance, based on collaborative discussions between on-site managers and senior management.
Business Planning and Control – Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance, based on collaborative discussions between on-site managers and senior management.
·Development and Redevelopment – The Company focuses on acquiring and developing apartment communities in supply constrained markets, and redeveloping its existing communities to improve the financial and physical aspects of the Company’s communities.
Development and Redevelopment – The Company focuses on acquiring and developing apartment communities in supply constrained markets, and redeveloping its existing communities to improve the financial and physical aspects of the Company’s communities.

CURRENT BUSINESS ACTIVITIES

Summary of Proposed Merger with BRE Properties, Inc.
The board of directors of Essex Property Trust, Inc. and the board of directors of BRE Properties, Inc. have each unanimously approved an Agreement and Plan of Merger, dated as of December 19, 2013, as it may be amended from time to time, which we refer to as the merger agreement, by and among Essex, Bronco Acquisition Sub, Inc., a direct wholly owned subsidiary of Essex, which we refer to as Merger Sub, and BRE.  On February 5, 2014, Bronco Acquisition Sub, Inc. changed its name to BEX Portfolio, Inc.  Pursuant to the merger agreement, Essex and BRE will combine through a merger of BRE with and into Merger Sub, with Merger Sub surviving the merger.  The combined company, which we refer to as the Combined Company, will retain the name “Essex Property Trust, Inc.” and will continue to trade on the New York Stock Exchange, or NYSE, under the symbol “ESS.” The executive officers of Essex immediately prior to the effective time of the merger will continue to serve as the executive officers of the Combined Company, with Michael J. Schall continuing to serve as the President and Chief Executive Officer of the Combined Company. The obligations of Essex and BRE to effect the merger are subject to the satisfaction or waiver of certain customary conditions set forth in the merger agreement (including the applicable approvals of each company’s stockholders).
If the merger is completed pursuant to the merger agreement, each share of BRE common stock outstanding immediately prior to the effective time of the merger will convert into the right to receive (i) 0.2971 shares of Essex common stock and (ii) $12.33 in cash, without interest, which we collectively refer to as the merger consideration, each subject to certain adjustments provided for in the merger agreement and subject to any applicable withholding tax.  As explained in more detail in the joint proxy statement/prospectus filed with a registration statement on Form S-4 filed with the SEC on January 29, 2014, by Essex (as the same may thereafter be amended), the cash amount of the merger consideration will be reduced to the extent a special distribution is authorized and declared to be paid to BRE stockholders of record as of the close of business on the business day immediately prior to the effective time of the merger as a result of any applicable asset sale (as described in the joint proxy statement/prospectus). Essex stockholders will continue to hold their existing shares of Essex common stock. The exchange ratio and cash amount will not be adjusted to reflect changes in the price of Essex common stock or the price of BRE common stock occurring prior to the completion of the merger. Based on the closing price of Essex common stock on the NYSE of $147.70 on December 18, 2013, the last trading date before the announcement of the proposed merger, the merger consideration (based on the value of $43.88 in Essex common stock plus the $12.33 in cash per share) represented approximately $56.21 for each share of BRE common stock.  The value of the merger consideration will fluctuate with changes in the market price of Essex common stock. The cash portion of the merger consideration will be reduced by the amount of any special distribution in connection with or as a result of any applicable asset sale.
Upon completion of the merger, we estimate that continuing Essex stockholders will own approximately 62% of the issued and outstanding common stock of the Combined Company, and former BRE stockholders will own approximately 38% of the issued and outstanding common stock of the Combined Company.

In connection with the proposed merger, Essex and BRE will each hold a special meeting of their respective stockholders.  At the Essex special meeting, Essex stockholders will be asked to vote on (i) a proposal to approve the issuance of Essex common stock to BRE stockholders in the merger and (ii) a proposal to approve one or more adjournments of the meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of Essex common stock to BRE stockholders in the merger.  At the BRE special meeting, BRE stockholders will be asked to vote on (i) a proposal to approve the merger and the other transactions contemplated by the merger agreement, (ii) an advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of BRE in connection with the merger, and (iii) a proposal to approve one or more adjournments of the meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement.
The merger agreement may also be terminated prior to the effective time of the merger by either BRE or Essex under certain conditions, including if the merger has not been consummated on or before June 17, 2014.
Acquisitions of Real Estate

Acquisitions are an important component of the Company’s business plan, and during 2013,2016, the Company and its co-investments acquired ownership interests in eightfour communities comprisingcomprised of 1,472 units753 apartment homes for $462.5$333.7 million. 

The following is a summary of 20132016 acquisitions ($ in millions):
 
 
 
 
  Essex Ownership 
 
 
  Purchase 
Property NameLocation Units  Percentage Ownership Date  Price 
Fox Plaza ApartmentsSan Francisco, CA  444   100%EPLP  Q1 2013  $135.0 
Bennett Lofts (formerly Q Lofts) (1)
San Francisco, CA  34   100%EPLP  Q1 2013   22.2 
AnnalieseSeattle, WA  56   100%EPLP  Q1 2013   19.0 
Gas Company LoftsLos Angeles, CA  251   50%Wesco III  Q2 2013   71.0 
Regency at Mountain ViewMountain View, CA  142   50%Wesco III  Q2 2013   42.5 
Slater 116Kirkland, WA  108   100%EPLP  Q3 2013   29.6 
DomainSan Diego, CA  379   100%EPLP  Q4 2013   121.0 
VoxSeattle, WA  58   100%EPLP  Q4 2013   22.2 
Total 2013  1,472     
 
     $462.5 
(1)The 147 unit apartment community was acquired in two phases for $96.0 million.  Approximately 75% was acquired in December 2012 with the remainder in January 2013.
Property Name Location Apartment Homes Essex Ownership Percentage Ownership Quarter in 2016 Purchase Price
Mio San Jose, CA 103
 100% EPLP Q1 $51.3
Form 15 San Diego, CA 242
 100% EPLP Q1 97.4
Emerson Valley Village Los Angeles, CA 144
 100% EPLP Q4 67.0
Ashton Sherman Village Los Angeles, CA 264
 100% EPLP Q4 118.0
Total 2016 753
  
     $333.7

Dispositions of Real Estate

As part of its strategic plan to own quality real estate in supply-constrained markets, the Company continually evaluates all the communities and sells those which no longer meet its strategic criteria. The Company may use the capital generated from the dispositions to invest in higher-return communities or other real estate investments, or repay debts. The Company believes that the sale of these communities will not have a material impact on its future results of operations or cash flows nor will their sale materially affect its ongoing operations. Generally, the Company seeks to have any impact of earnings dilution resulting from these dispositions offset by the positive impact of its acquisitions, development and redevelopment activities.

In January 2016, the Company sold its former headquarters office building, located in Palo Alto, CA, for gross proceeds of $18.0 million, resulting in total gains of $9.6 million.

During 2013,2016, the Company sold three apartment communities, Linden Square, Cambridge,Harvest Park, Tuscana, and BrentwoodCandlewood North, for a total of $57.5$80.8 million, resulting in total gains of $14.0 million, net of $4.4 million deferred tax gain on sale of real estate.

During 2016, the Company sold two joint venture apartment communities, The Heights and Canyon Creek, for total proceeds of $147.3 million. The Company's share of the gain on the transactions of $29.2sales was $13.0 million.

DuringIn November 2016, the second quarter 2013, Essex Apartment Value FundCompany contributed four apartment communities, Bridgeport, The Carlyle, Hillsborough Park, and Meadowood to a new entity, BEX II, L.P. (“Fund II”)then a wholly-owned subsidiary of EPLP and in December 2016 sold Morning Runa 49.9%

membership interest in BEX II for a total of $26.4 million. In connection with the sale, Fund II incurred a prepayment penalty on debt of which the Company’s pro rata share was $0.2 million. In the third quarter 2013, Fund II sold four properties for gross proceeds of $294.0 million. In connection with the sales in the third quarter, Fund II incurred prepayment penalties on debt of which the Company’s pro rata share was $0.2 million. The total gains on the transactions in 2013 were $146.8 million, of which the Company’s pro-rata share was $38.8 million net of internal disposition costs. The two remaining properties in the Fund II portfolio are expected to be sold in 2014.
Also in 2013, the Company sold a land parcel held for future development located in Palo Alto, California for $9.1$153.2 million, resulting in a gaintotal gains of $1.5$126.6 million. Subsequent to this sale, the Company accounts for BEX II under the equity method.

Development Pipeline

The Company defines development projects as new communities that are in various stages of active development,being constructed or are newly constructed and are in the processa phase of leasing activities prior to stabilization.lease-up and have not yet reached stabilized operations. As of December 31, 2013,2016, the Company had two consolidated development projects and ninefour joint venture development projects comprised of 2,501 units2,223 apartment homes for an estimated cost of $1.1$1.3 billion, of which $407.0 million$0.7 billion remains to be expended.expended, and $0.5 billion is the Company's share.

The Company defines the predevelopment projects as proposed communities in negotiation or in the entitlement process with an expected high likelihood of becoming entitled development projects. As of December 31, 2013,2016, the Company had onevarious consolidated predevelopment project comprised of 200 units.projects. The Company may also acquire land for future development purposes or sale.

The following table sets forth information regarding the Company’s development pipeline:pipeline ($ in millions):

 
  
 Essex  
  As of 12/31/13 ($ in millions) 
 
  
 Ownership  
  Incurred  Estimated 
Development PipelineLocation %  Units  Project Cost  
Project Cost(1)
 
Development Projects - Consolidated
 
 
  
  
  
 
The Emme (formerly 64th & Christie)Emeryville, CA  100%  190  $34.1  $61.6 
The Avery (2)
Los Angeles, CA  100%  121   2.5   37.6 
Total - Consolidated Development Projects
 
      311   36.6   99.2 
 
 
                
Development Projects - Joint Venture
 
                
Epic - Phase IISan Jose, CA  55%  289   87.1   97.3 
Epic - Phase IIISan Jose, CA  55%  200   28.0   96.3 
Connolly StationDublin, CA  55%  309   88.6   94.5 
The HuxleyWest Hollywood, CA  50%  187   71.8   75.0 
The DylanWest Hollywood, CA  50%  184   64.6   75.4 
Mosso I and Mosso IISan Francisco, CA  55%  463   191.2   250.0 
Park 20 (formerly Elkhorn)San Mateo, CA  55%  197   47.8   76.1 
One South MarketSan Jose, CA  55%  312   30.9   145.1 
The VillageWalnut Creek, CA  50%  49   36.3   81.0 
Total - Joint Venture Development Projects
 
      2,190   646.3   990.7 
 
 
                
Predevelopment Projects - Consolidated
 
                
City CentreMoorpark, CA  100%  200   11.6   11.6 
Other Projectsvarious  100%  -   2.2   2.2 
Total - Predevelopment Projects
 
      200   13.8   13.8 
 
 
                
Grand Total - Development and Predevelopment Pipeline
 
      2,701  $696.7  $1,103.7 
         As of
        12/31/2016
     Essex   Incurred Estimated
Development Pipeline Location Ownership% Apartment Homes 
Project Cost (1)
 
Project Cost(1)
Development Projects - Consolidated          
Station Park Green San Mateo, CA 100% 320
 $78
 $239
Gateway Village Santa Clara, CA 100% 476
 37
 226
Total - Consolidated Development Projects    
 796
 115
 465
Development Projects - Joint Venture    
  
  
  
The Galloway (at Owens) Pleasanton, CA 55% 255
 87
 89
The Galloway (at Hacienda) Pleasanton, CA 55% 251
 71
 86
Century Towers San Jose, CA 50% 376
 143
 172
500 Folsom (2)
 San Francisco, CA 50% 545
 107
 415
Total - Joint Venture Development Projects    
 1,427
 408
 762
Predevelopment Projects - Consolidated    
  
  
  
Other Projects Various 100% —
 80
 80
Total - Predevelopment Projects    
 —
 80
 80
Grand Total - Development and Predevelopment Pipeline    
 2,223
 $603
 $1,307

(1)
Includes costs related to the entire project, including both the Company's and joint venture partners' costs. Includes incurred costs and estimated costs to complete these development projects. For predevelopment projects, only incurred costs are included in estimated costs.
(2)
The Company invested $1.0 millionEstimated project cost for this development is net of a projected value for low-income housing tax credit proceeds and has incurred $1.5 million of additional internal costs as part of an agreement to purchase the property upon receipt of certificate of occupancy for total estimated cost of $37.6 million, which is expected in the first quarter of 2014.savings from tax exempt bonds.

In April 2013, the Company stabilized Expo, a 275 unit community in Seattle, Washington with total costs of approximately $66.9 million.  The Company has a 50% interest in this joint venture.

Redevelopment Pipeline

The Company defines the redevelopment pipeline as existing properties owned or recently acquired, which have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement.  During redevelopment, apartment unitshomes may not be available for rent and, as a result, may have less than stabilized operations.  As of December 31, 2013,2016, the Company had ownership interests in fivesix major redevelopment communities aggregating 1,3121,869 apartment unitshomes with estimated redevelopment costs of $124.7$170.2 million, of which approximately $86.1$65.5 million remains to be expended.

4

Long Term Debt

During 2013,2016, the Company repaid $103.7made regularly scheduled principal payments and loan payoffs of $177.0 million in secured debt includingof its secured mortgage debt totaling $84.3 millionnotes payable at an average interest rate of 5.4% and $19.4 million of tax-exempt bonds.  In addition, the Company repaid $14.2 million of Mello Roos bonds related to one property.  The Company replaced the construction loan on Expo with a seven year, $45.0 million term loan. The loan has a variable interest rate of LIBOR plus 1.50% and in connection with the loan the Company entered into a $45.0 million interest rate swap to fix the rate to 3.7% for the entire seven year period.5.0%.

In April 2013,2016, the Company issued $300.0$450 million of 3.375% senior unsecured notes due on May 1, 2023 with a coupon rate of 3.25% per annum andthat mature in April 2026. The interest is payable semi-annually in arrears on May 1April 15stth and November 1October 15stth of each year, beginning November 1, 2013 (the 2023 Notes).commencing October 15, 2016, until the maturity date in April 2026. The 2023 Notes were offeredCompany used the net proceeds of this offering to investors at a pricerepay indebtedness under its unecured lines of 99.152% of par value.  The 2023 Notes arecredit and for other 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. The carrying value of the 2023 Notes, net of discount was $297.7 million as of December 31, 2013.corporate purposes.

Bank Debt

As of December 31, 2013,2016, Fitch Ratings ("Fitch"), Moody’s Investor Service, and Standard and Poor's (“S&P”) credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. BBB+/Stable, Baa2/Baa1/Stable, and BBB/BBB+/Stable, respectively.

InAt December 2013, in connection with the BRE merger,31, 2016, the Company obtained committed financing up tohad two lines of unsecured credit aggregating $1.03 billion. The Company's $1.0 billion (the “bridge loan”)credit facility had an interest rate of LIBOR plus 0.90%, which is available if neededbased on a tiered rate structure tied to fund the cash portion of the purchase price.   The bridge loan facility is structured as a 364-day unsecured loan facility available in a single draw on the closing date of the merger. The company is exploring several alternatives to fund the cash needs of the transaction including asset sales, joint ventures or new financing.

Company's credit ratings. In January 2014,2017, the Company increased the capacity of the unsecured line of credit facility from $600.0 million toCompany's $1.0 billion and included an accordion feature pursuantcredit facility's maturity date was extended to which the Company could expand to $1.5 billion. This facility matures in December 20172020 with one 18-month extension, exercisable at the Company's option. The new facility carries an interest rate based on its current credit ratings of LIBOR plus 0.95%.

In January 2014, the Company extended theCompany's $25.0 million working capital unsecured line of credit for two additional years and reduced the pricing which carrieshad an interest rate of LIBOR plus 0.90%, which is based on a tiered rate structure tied to Fitch and S&P ratings on the Company's credit ratings. The $25.0 million credit facility of LIBOR plus 0.95%.

Inmatures in January 2014, the Company reduced the pricing on its $350.0 million unsecured term loan by 15 basis points to LIBOR plus 1.05%.2018.

Equity Transactions

During 2013,2016, ESS issued 913,344did not issue any shares of common stock at an average share price of $152.92 for proceeds of $138.4 million, net of fees and commissions.  Duringunder its equity distribution program. Furthermore, during the first quarter of 20142017 through February 24, 2014,21, 2017, ESS has not issued 462,555any shares of common stock at an average price of $162.97 for proceeds of $74.9 million, net of fees and commissions.  ESS contributed the net proceeds to the Operating Partnership and used the proceeds to pay down debt, fund redevelopment and development pipelines, fund acquisitions, and for general corporate purposes.under its equity distribution program.

WESCOCo-investments

In 2011, the Company entered into a 50/50 programmatic joint venture, Wesco I LLC (“Wesco I”), with an institutional partner for a total equity commitment of $300.0 million.  Each partner’s equity commitment was $150.0 million, and Wesco I will utilize debt targeted at approximately 50% of the cost to acquire and improve real estate.  The Company has contributed $150.0 millionentered into, and may continue in the future to Wesco I, and asenter into, joint ventures or partnerships (including limited liability companies) through which we own an indirect economic interest in less than 100% of December 31, 2013, Wesco Ithe community or land owned nine apartment communities with 2,713 units with an aggregate carrying value of approximately $670 million.  Investments must meet certain criteria to qualify for inclusion indirectly by the joint venture or partnership. For each joint venture the Company holds a 50% to 55% non-controlling interest in the venture and both partners must approve any new acquisitionswill earn customary management fees and material dispositions. The Company records revenue for itsmay earn development, asset management, property management development,fees and redevelopment services when earned, andmay also earn a promote income when realized, if Wesco I exceeds certain financial return benchmarks.interest.

5
During 2012, the Company entered into a 50/50 programmatic joint venture, Wesco III LLC (“Wesco III”), with an institutional partner for a total equity commitment from the parties of $120.0 million.  Each partner’s equity commitment is $60.0 million, and Wesco III will utilize debt targeted at approximately 50% of the cost to acquire and improve real estate.  The Company has contributed $39.7 millionalso made, and may continue in the future to Wesco III and, as of December 31, 2013, Wesco III owned three apartment communities with 657 units for an aggregate carrying value of approximately $164 million. Both partners must approve all major decisions including dispositions. The joint venture has an investment period of up to two years.make, preferred equity investments in various multi-family development projects. The Company records revenue for its asset management, property management, development, and redevelopment services when earned, and promote income when realized, if Wesco III exceeds certain financialearns a preferred rate of return benchmarks.on these investments.

OFFICES AND EMPLOYEES

The Company is headquartered in Palo Alto,San Mateo, California, and has regional offices in Woodland Hills, California; San Jose, California; Irvine, California; San Diego, California and Bellevue, Washington. As of December 31, 2013,2016, the Company had 1,1731,799 employees.

INSURANCE

The Company carries comprehensivepurchases general liability fire, extendedand property insurance coverage, and rentalincluding loss insuranceof rent, for each of theits communities. The Company also purchases limited earthquake, terrorism, environmental and flood insurance. There are however, certain types of extraordinary losses such as, for example, losses from terrorismwhich may not be covered or earthquakes, for whichcould exceed coverage limits. The insurance programs are subject to deductibles and self-insured retentions in varying amounts. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC ("PWI") to self-insure certain earthquake and property losses. As of December 31, 2016, PWI has cash and marketable securities of approximately $69.9 million, and is consolidated in the Company does not have insurance coverage.  Substantially allCompany's financial statements.

All of the Company's communities are located in areas that are subject to earthquake activity. The Company has established a whollyevaluates its financial loss exposure to seismic events by using actuarial loss models developed by the insurance industry and property vulnerability based on structural evaluations of seismic consultants. The Company manages this exposure, where considered appropriate, desirable, and cost-effective, by upgrading properties to increase their resistance to forces caused by seismic events, by considering available funds and coverages provided by PWI and/or by purchasing seismic insurance. The Company also purchases limited earthquake insurance for certain properties owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”).  Through PWI,by the Company's co-investments.  

In addition, the Company is self-insured as it relates to earthquake related losses.  Additionally, since January 2008, PWI has provided property and casualtycarries other types of insurance coverage for the first $5.0 millionrelated to a variety of the Company’s property level insurance claims per incident.  As of December 31, 2013, PWI has cashrisks and marketable securities of approximately $40 million.  These assets are consolidated in the Company’s financial statements.  Beginning in 2013, the Company has obtained limited third party seismic insuranceexposures.  
Based on selected assets in which it holds an ownership interest in.

The Company believes it has a proactive approach to its potential earthquake losses.  The Company utilizes third-party seismic consultants for its acquisitions and may perform seismic upgrades to those acquisitions that are determined to have a higher level of potential loss from an earthquake.  The Company utilizes third-party loss models to help to determine its exposure.  The majority of the communities are lower density garden-style apartments which may be less susceptible to material earthquake damage.  The Company will continue to monitor third-party earthquake insurance pricing andmarket conditions, and may consider obtaining third-party coverage if it deems it cost effective.

Although the Company may carrychange or potentially eliminate insurance for potentialcoverages, or increase levels of self-insurance. Further, the Company may incur losses, associated with its communities, employees, residents, and compliance with applicable laws, it may still incur losseswhich could be material, due to uninsured risks, deductibles co-payments and self-insured retentions, and/or losses in excess of applicable insurance coverage and those losses may be material.

limits.
COMPETITION

There are numerous housing alternatives that compete with the Company’s communities in attracting residents. These include other apartment communities, condominiums and single-family homes. If the demand for the Company’s communities is reduced or if competitors develop and/or acquire competing housing, rental rates and occupancy may drop which may have a material adverse effect on the Company’s financial condition and results of operations.

The Company faces competition from other real estate investment trusts, businesses and other entities in the acquisition, development and operation of apartment communities. Some competitors are larger and have greater financial resources than the Company. This competition may result in increased costs of apartment communities the Company acquires and or develops.

6
WORKING CAPITAL

The Company believes that cash flows generated by its operations, existing cash and marketable securities balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of its reasonably anticipated cash needs during 2014.  As noted above, in connection with the BRE merger, the Company obtained committed financing up to $1.0 billion which is available if needed to fund the cash portion of the purchase price.  The company is exploring several alternatives to fund the cash needs of the transaction including asset sales, joint ventures or new financing.2017.

The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates, stock price, and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities.

ENVIRONMENTAL CONSIDERATIONS

See the discussion under the caption, ““Risks Related to Real Estate Investments and Our Operations - The Company’s Portfolio may have environmental liabilities” in Item 1A, Risk Factors, for information concerning the potential effect of environmental regulations on its operations, which discussion under the caption “The Company’s Portfolio may have environmental liabilities” is incorporated by reference into this Item 1.

OTHER MATTERS

Certain Policies of the Company

The Company intends to continue to operate in a manner that will not subject it to regulation under the Investment Company Act of 1940. The Company has in the past five years and may in the future (i) issue securities senior to its common stock, (ii) fund acquisition activities with borrowings under its line of credit and (iii) offer shares of common stock and/or units of limited partnership interest in the Operating Partnership or affiliated partnerships as partial consideration for property acquisitions. The Company from time to time acquires partnership interests in partnerships and joint ventures, either directly or indirectly through subsidiaries of the Company, when such entities’ underlying assets are real estate.

The Company invests primarily in apartment communities that are located in predominantly coastal markets within Southern California, the San Francisco Bay Area, and the Seattle metropolitan area. The Company currently intends to continue to invest in apartment communities in such regions.  However, these practices may be reviewed and modified periodically by management.

Item 1A.  Risk Factors
ITEM 1A: RISK FACTORS
For purposes of this section, the term “stockholders” means the holders of shares of Essex Property Trust, Inc.’s common stock and preferred stock. Set forth below are the risks that we believe are material to Essex Property Trust, Inc.’s stockholders and Essex Portfolio, L.P.’s unit holders. You should carefully consider the following factors in evaluating our company,Company, our properties and our business.
Our business, operating results, cash flows and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause the our actual operating results to vary materially from recent results or from our anticipated future results.
Risk Factors RelatingRisks Related to the Proposed Merger with BRE
The exchange ratioOur Real Estate Investments and the cash consideration will not be adjusted in the event of any change in the stock prices of either Essex or BRE.  Upon the consummation of the merger, each outstanding share of BRE common stock will be converted automatically into the right to receive 0.2971 shares of Essex common stock, with cash paid in lieu of any fractional shares, plus $12.33 in cash, without interest, each subject to certain adjustments provided for in the merger agreement.  The exchange ratio of 0.2971 and cash consideration will not be adjusted for changes in the market prices of either shares of Essex common stock or shares of BRE common stock. Changes in the market price of shares of Essex common stock prior to the merger will affect the market value of the merger consideration that will be paid to BRE shareholders upon completion of the merger. Stock price changes may result from a variety of factors (many of which are beyond the control of Essex and BRE), including the following factors:
—market reaction to the announcement of the merger;
—changes in the respective businesses, operations, assets, liabilities and prospects of Essex and BRE;
—changes in market assessments of the business, operations, financial position and prospects of either company or the Combined Company;
—market assessments of the likelihood that the merger will be completed;
—interest rates, general market and economic conditions and other factors generally affecting the market prices of Essex common stock and BRE common stock;
—federal, state and local legislation, governmental regulation and legal developments in the businesses in which Essex and BRE operate; and
—other factors beyond the control of Essex and BRE.
The market price of shares of Essex common stock at the closing of the merger may vary from its price on the date the merger agreement was executed and thereafter.  As a result, the market value of the merger consideration represented by the exchange ratio will also vary.
Therefore, while the number of shares of Essex common stock to be issued per share of BRE common stock is fixed, Essex stockholders cannot be sure of the market value of the merger consideration that will be paid to BRE stockholders upon completion of the merger.
Essex stockholders and unitholders of the Operating Partnership will be diluted by the merger.  The merger will dilute the ownership position of Essex stockholders and unitholders of the Operating Partnership.  Upon completion of the merger, we estimate that continuing Essex stockholders will own approximately 62% of the issued and outstanding shares of Combined Company common stock, and former BRE stockholders will own approximately 38% of the issued and outstanding common stock of the Combined Company.  Consequently, Essex stockholders and unitholders of the Operating Partnership, as a general matter, will have less influence over the management and policies of the Combined Company after the effective time of the merger than they currently exercise over the management and policies of Essex.
Failure to complete the merger could negatively impact the stock prices and the future business and financial results of Essex.  If the merger is not completed, the ongoing business of Essex could be adversely affected and Essex will be subject to a variety of risks associated with the failure to complete the merger, including the following:
—Essex being required, under certain circumstances, to pay to BRE up to $10 million in expense reimbursement;
—Essex having to pay certain costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
—diversion of Essex management focus and resources from operational matters and other strategic opportunities while working to implement the merger.
If the merger is not completed, these risks could materially affect the business, financial results and stock prices of Essex.
The pendency of the merger could adversely affect the business and operations of Essex.  Prior to the effective time of the merger, some tenants or vendors of Essex may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of Essex, regardless of whether the merger is completed.  Similarly, current and prospective employees of Essex may experience uncertainty about their future roles with the Combined Company following the merger, which may materially adversely affect the ability of Essex to attract and retain key personnel during the pendency of the merger.  In addition, due to operating restrictions in the merger agreement, Essex may be unable, during the pendency of the merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
There can be no assurance that Essex will be able to secure the financing necessary to pay the cash portion of the merger consideration on acceptable terms, in a timely manner, or at all.  In connection with the merger, Essex has obtained commitments for up to $1.0 billion in a senior unsecured bridge loan facility to finance the cash portion of the merger consideration.  In addition, Essex is exploring additional alternatives to fund the cash portion of the merger consideration including through existing unsecured credit facilities, asset sales, joint ventures or other financing arrangements.  However, Essex has not entered into a definitive agreement for the debt financing, nor has it secured alternative financing, nor has it entered into a definitive agreement for the potential asset sales (the “Asset Sale”) in connection with the merger.  There can be no assurance that Essex will be able to secure financing to pay the cash portion of the merger consideration on acceptable terms, in a timely manner, or at all.  If Essex is unable to secure such financing, Essex will nonetheless be required to close the merger under the terms of the merger agreement.  In addition, the bridge loan facility expires on April 18, 2014 (with a right to extend up to an additional 30 days in certain circumstances) whereas the merger agreement may not be terminable until June 17, 2014.
Risk Factors Relating to the Combined Company Following the Merger
If the proposed merger closes, we will face various additional risks.  If the proposed merger closes, the Combined Company (the combination of Essex and BRE pursuant to the merger) will face various additional risks, including, among others, the following:
—the Combined Company expects to incur substantial expenses related to the merger;
—following the merger, the Combined Company may be unable to integrate the businesses of Essex and BRE successfully and realize the anticipated synergies and other benefits of the merger or do so within the anticipated timeframe;
—following the merger, the Combined Company may be unable to retain key employees;
—the Combined Company’s anticipated level of indebtedness will increase upon completion of the merger and will increase the related risks Essex now faces;
—the future results of the Combined Company will suffer if the Combined Company does not effectively manage its expanded operations following the merger;
—counterparties to certain significant agreements with Essex or BRE may exercise contractual rights under such agreements in connection with the merger; and
—the Combined Company’s joint ventures, including any joint venture entered into in connection with the asset sale (as described in the joint proxy statement/prospectus), assuming the asset sale occurs, could be adversely affected by the Combined Company’s lack of sole decision-making authority, its reliance on its joint venture partner’s financial condition and disputes between the Combined Company and its joint venture partner.
Any of these risks could adversely affect the business and financial results of the Combined Company.
If the proposed merger closes, there will be additional risks relating to an investment in our common stock.  The results of operations of the Combined Company, as well as the market price of the common stock of the Combined Company, after the merger may be affected by other factors in addition to those currently affecting Essex’s results of operations and the market prices of Essex common stock.  Such factors include:
—there will be a greater number of shares of the Combined Company common stock outstanding as compared to the number of currently outstanding shares of Essex common stock;
—there will be different stockholders;
—there will be different assets and capitalizations;
—the market price of the Combined Company’s common stock may decline as a result of the merger;
—the Combined Company cannot assure you that it will be able to continue paying dividends at or above the rate currently paid by Essex;
—the Combined Company may need to incur additional indebtedness in the future;
—the Combined Company may incur adverse tax consequences if Essex or BRE has failed or fails to qualify as a REIT for U.S. federal income tax purposes; and
—in certain circumstances, even if the Combined Company qualifies as a REIT, it and its subsidiaries may be subject to certain U.S. federal, state, and other taxes, which would reduce the Combined Company’s cash available for distribution to its stockholders.
Any of these factors could adversely affect Essex's common stock price and financial results.  Accordingly, the historical market prices and financial results of Essex may not be indicative of these matters for the Combined Company after the merger.
The risks set forth in the foregoing risk factors titled "If the proposed merger closes, we will face various additional risks" and "If the proposed merger closes, there will be additional risks relating to an investment in our common stock", and additional risks associated with the merger, are described in more detail under the heading “Risk Factors” in the joint proxy statement/prospectus contained in our Registration Statement on Form S-4, which was filed with the SEC on January 29, 2014. Neither the Form S-4 nor the joint proxy statement/prospectus contained therein is incorporated by reference or constitutes a part of this Annual Report on Form 10-K.
In connection with the announcement of the merger agreement, three lawsuits have been filed and are pending as of February 10, 2014, seeking, among other things, to enjoin the merger, and an injunction or other adverse ruling being entered in this lawsuit may prevent the merger from being effective or from becoming effective within the expected timeframe (if at all).
Since the announcement of the merger agreement on December 19, 2013, three putative class action and shareholder derivative actions have been filed on behalf of alleged BRE stockholders and/or BRE itself in the Circuit Court for Baltimore City, Maryland, under the following captions: Sutton v. BRE Properties, Inc., et al., No. 24-C-13-008425, filed December 23, 2013; Applegate v. BRE Properties, Inc., et al., No. 24-C-14-00002, filed December 30, 2013; and Lee v. BRE Properties, Inc., et al., No. 24-C-14-00046, filed January 3, 2014.
All of these complaints name as defendants BRE, the BRE Board, Essex, and Merger Sub, and allege that the BRE Board breached its fiduciary duties to BRE’s stockholders and/or to BRE itself, and that the merger involves an unfair price, an inadequate sales process, and unreasonable deal protection devices that purportedly preclude competing offers. The complaints further allege that Essex, Merger Sub, and, in some cases, BRE aided and abetted those alleged breaches of duty. The complaints seek injunctive relief, including enjoining or rescinding the merger, and an award of other unspecified attorneys’ and other fees and costs, in addition to other relief.
On February 7, 2014, Plaintiffs filed identical, amended complaints in the three pending actions. The amended complaints add allegations that disclosures regarding the proposed merger in the joint proxy statement/prospectus filed with the SEC on January 29, 2014 are inadequate.
We cannot assure you as to the outcome of these, or any similar future lawsuits, including the costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation or settlement of these claims. If the plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the merger on the agreed-upon terms, such an injunction may prevent the completion of the merger in the expected time frame, or may prevent it from being completed altogether. Whether or not the plaintiffs’ claims are successful, this type of litigation is often expensive and diverts management’s attention and resources, which could adversely affect the operation of the businesses of BRE and Essex.
Risks Relating to Essex Property Trust, Inc. Regardless of Whether
the Proposed Merger with BRE is Consummated
The Company depends on its key personnel.  The Company’s success depends on its ability to attract and retain executive officers, senior officers and company managers.  There is substantial competition for qualified personnel in the real estate industry and the loss of any of the Company’s key personnel could have an adverse effect on the Company.
Capital and credit market conditions may affect the Company’s access to sources of capital and/or the cost of capital, which could negatively affect the Company’s business, results of operations, cash flows and financial condition.  In periods when the capital and credit markets experience significant volatility, the amounts, sources and cost of capital available to the Company may be adversely affected.  The Company’s strong balance sheet, the debt capacity available on the unsecured line of credit with a bank group and access to the public debt and private placement markets and Fannie Mae and Freddie Mac secured debt financing provides some insulation from volatile markets.  The Company has benefited from borrowing from Fannie Mae and Freddie Mac, and there are no assurances that these entities will lend to the Company in the future.  To the extent that the Company’s access to capital and credit is at a higher cost than the Company has experienced in recent years (reflected in higher interest rates for debt financing or a lower stock price for equity financing) the Company’s ability to make acquisitions, develop communities, obtain new financing, and refinance existing borrowing at competitive rates could be adversely impacted.  For the past two years the Company has primarily issued unsecured debt and repaid secured debt when it has matured to place less reliance on mortgage debt financing.
Debt financing has inherent risks.  At December 31, 2013, the Company had approximately $3.0 billion of indebtedness (including $737.0 million of variable rate indebtedness, of which $300.0 million is subject to interest rate swaps effectively fixing the interest rate and $156.9 million is subject to interest rate protection agreements).  The Company is subject to the risks normally associated with debt financing, including the following:
—cash flow may not be sufficient to meet required payments of principal and interest;
—inability to refinance maturing indebtedness on encumbered apartment communities;
—inability to comply with debt covenants could cause an acceleration of the maturity date; and
—repaying debt before the scheduled maturity date could result in prepayment penalties.
The Company may not be able to refinance its indebtedness.  This indebtedness includes secured mortgages, and the communities subject to these mortgages could be foreclosed upon or otherwise transferred to the lender.  This could cause the Company to lose income and asset value.  The Company may be required to refinance the debt at higher interest rates or on terms that may not be as favorable as the terms of existing indebtedness.
Debt financing of communities may result in insufficient cash flow to service debt.  Where appropriate, the Company intends to continue to use leverage to increase the rate of return on the Company’s investments and to provide for additional investments that the Company could not otherwise make.  There is a risk that the cash flow from the communities will be insufficient to meet both debt payment obligations and the distribution requirements of the real estate investment trust provisions of the Internal Revenue Code of 1986, as amended.  The Company may obtain additional debt financing in the future through mortgages on some or all of the communities.  These mortgages may be recourse, non-recourse, or cross-collateralized.
Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future.  To a certain extent, our cash flow is subject to general economic, industry, regional, financial, competitive, operating, legislative, regulatory, taxation, and other factors, many of which are beyond our control.
As of December 31, 2013, the Company had 49 of its 139 consolidated communities encumbered by debt.  With respect to the 49 communities encumbered by debt, all of them are secured by deeds of trust relating solely to those communities.  The holders of this indebtedness will have rights with respect to these communities and lenders may seek foreclosure of communities which would reduce the Company’s income and net asset value, and its ability to service other debt.
Rising interest rates may affect the Company’s costs of capital and financing activities and results of operation.  Interest rates could increase, which could result in higher interest expense on the Company’s variable rate indebtedness or increase interest rates when refinancing maturing fixed rate debt.  Prolonged interest rate increases could negatively impact the Company’s ability to make acquisitions and develop apartment communities with positive economic returns on investment and the Company’s ability to refinance existing borrowings.
Interest rate hedging arrangements may result in losses.  Periodically, the Company has entered into agreements to reduce the risks associated with increases in interest rates, and may continue to do so. Although these agreements may partially protect against rising interest rates, they also may reduce the benefits to the Company if interest rates decline.  If a hedging arrangement is not indexed to the same rate as the indebtedness that is hedged, the Company may be exposed to losses to the extent that the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other.  Finally, nonperformance by the other party to the hedging arrangement may subject the Company to increased credit risks.  In order to minimize counterparty credit risk, the Company enters into hedging arrangements only with financial institutions that have a current rating of A or higher.
Bond compliance requirements may limit income from certain communities.  At December 31, 2013, the Company had approximately $167.6 million of variable rate tax-exempt financing.  This tax-exempt financing provides for certain deed restrictions and restrictive covenants.  The Company expects to engage in tax-exempt financings in the future.  The Internal Revenue Code and rules and regulations thereunder impose various restrictions, conditions and requirements in order to allow the note holder to exclude interest on qualified bond obligations from gross income for federal income tax purposes.  The Internal Revenue Code also requires that at least 20% of apartment units be made available to residents with gross incomes that do not exceed a specified percentage, generally 50%, of the median income for the applicable family size as determined by the Housing and Urban Development Department of the federal government.  Certain state and local authorities may impose additional rental restrictions.  These restrictions may limit income from the tax-exempt financed communities if the Company is required to lower rental rates to attract residents who satisfy the median income test.  If the Company does not reserve the required number of apartment homes for residents satisfying these income requirements, the tax-exempt status of the bonds may be terminated, the obligations under the bond documents may be accelerated and the Company may be subject to additional contractual liability.
Operations
General real estate investment risks may adversely affect property income and valuesvalues.. Real estate investments are subject to a variety of risks. If the communities and other real estate investments do not generate sufficient income to meet operating expenses, including debt service and capital expenditures, cash flow and the ability to make distributions to stockholders will be adversely affected. Income from the communities may be further adversely affected by, among other things, the following factors:
the general economic climate;
—the general economic climate;
local economic conditions in which the communities are located, such as oversupply of housing or a reduction in demand for rental housing;
—local economic conditions in which the communities are located, such as oversupply of housing or a reduction in demand for rental housing;
the attractiveness of the communities to tenants;
—the attractiveness of the communities to tenants;
competition from other available housing alternatives;
—competition from other availablechanges in rent control or stabilization laws or other laws regulating housing; and
—the Company’s ability to provide for adequate maintenance and insurance.
the Company’s ability to provide for adequate maintenance and insurance;
declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;
rising crime rates in our markets; and
changes in interest rates and availability of financing.

As leases at the communities expire, tenants may enter into new leases on terms that are less favorable to the Company. Income and real estate values also may be adversely affected by such factors as applicable laws (e.g., the Americans with Disabilities Act of 1990 and tax laws). Real estate investments are relatively illiquid and, therefore, the Company’s ability to vary its portfolio promptly in response to changes in economic or other conditions may be quite limited.
Real estate in our markets can at times be difficult to sell quickly at prices we find acceptable. These potential difficulties in selling real estate in our markets may limit our ability to change or reduce the apartment communities in our portfolio promptly in response to changes in economic or other conditions, which could have a material adverse effect on our financial condition and results of operations. In addition, if we are found to have held, acquired or developed a community primarily with the intent to resell the community, federal tax laws may limit our ability to sell the community without incurring a 100% tax on the gain on the sale of the community and potentially adversely impacting our status as a real estate investment trust (“REIT”) unless we own the community through one of our taxable REIT subsidiaries (“TRSs”).
Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire. Substantially all of our apartment leases are for a term of one year or less. If the Company is unable to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then the Company’s results of operations and financial condition will be adversely affected. With these short term leases, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.
National and regional economic environments can negatively impact the Company’s operating resultsresults..  During recent years, a confluence of factors has resulted in job losses, turmoil and volatility in the capital markets, and caused a national and global recession. The Company’sCompany's forecast for the national economy assumes growth of the gross domestic product of the national economy and the economies of the westernwest coast states. In the event of anothera recession, the Company could incur reductionreductions in rental rates, occupancy levels, property valuations and increases in operating costs such as advertising and turnover expenses.
Inflation/Deflation may affect rental rates and operating expensesexpenses.. Substantial inflationary or deflationary pressures could have a negative effect on rental rates andand/or property operating expenses.

Acquisitions of communities involve various risks and uncertainties and may fail to meet expectationsexpectations.. The Company intends to continue to acquire apartment communities. However, there are risks that acquisitions will fail to meet the Company’s expectations. The Company’s estimates of future income, expenses and the costs of improvements or redevelopment that isare necessary to allow the Company to market an acquired apartment community as originally intended may prove to be inaccurate. Also, in connection with such acquisitions, we may assume unknown liabilities, which could ultimately lead to material costs for us. The Company expects to finance future acquisitions, in whole or in part, under various forms of secured or unsecured financing or through the issuance of partnership units by the Operating Partnership or related partnerships or additional equity by the Company. The use of equity financing, rather than debt, for future developments or acquisitions could dilute the interest of the Company’s existing stockholders. If the Company finances new acquisitions under existing lines of credit, there is a risk that, unless the Company obtains substitute financing, the Company may not be able to secureundertake additional borrowing for further lines of credit for new developmentacquisitions or developments or such lines of creditborrowing may be not available on advantageous terms.
Development and redevelopment activities may be delayed, not completed, and/or not achieve expected resultsresults.. The Company pursues development and redevelopment projects and these projects generally require various governmental and other approvals, which have no assurance of being received. The Company’s development and redevelopment activities generally entail certain risks, including, among others, the following:
funds may be expended and management's time devoted to projects that may not be completed;
—funds may be expended and management’s time devoted to projects that may not be completed;
construction costs of a project may exceed original estimates possibly making the project economically unfeasible;
—construction costs of a project may exceed original estimates possibly making the project economically unfeasible;
projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortage, or environmental remediation;
—projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortage;
occupancy rates and rents at a completed project may be less than anticipated;
—occupancy rates and rents at a completed project may be less than anticipated; and
expenses at completed development projects may be higher than anticipated, including, without limitation, due to costs of environmental remediation;
—expenses at completed development projects may be higher than anticipated.
we may be unable to obtain, or experience a delay in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities;
we may be unable to obtain financing with favorable terms, or at all, for the proposed development of community, which may cause us to delay or abandon an opportunity; and
we may incur liabilities to third parties during the development process, for example, in connection with managing existing improvements on the site prior to tenant terminations and demolition (such as commercial space) or in connection with providing services to third parties (such as the construction of shared infrastructure or other improvements.)

These risks may reduce the funds available for distribution to the Company’s stockholders. Further, the development and redevelopment of communities is also subject to the general risks associated with real estate investments. For further information regarding these risks, please see the risk factor above titled “General real estate investment risks may adversely affect property income and valuesvalues..”
Investments in mortgages and other real estate and other marketable securities could adversely affect the Company’s cash flow from operations. The Company may invest in equity, preferred equity or debt securities related to real estate and/or other investment securities and/or cash investments, which could adversely affect the Company’s ability to make distributions to stockholders, including, without limitation, due to a decline in the value of such investments. The Company may also purchase or otherwise invest in securities issued by entities which own real estate and/or invest in mortgages or unsecured debt obligations. Such mortgages may be first, second or third mortgages, and these mortgages and/or other investments may not be insured or otherwise guaranteed. The Company may acquire mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity or entities that owns the interest in the entity owning the property. In general, investments in mortgages include the following risks:
that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses;
the borrower may not pay indebtedness under the mortgage when due, requiring the Company to foreclose, and the amount recovered in connection with the foreclosure may be less than the amount owed;
that interest rates payable on the mortgages may be lower than the Company’s cost of funds;
in the case of junior mortgages, that foreclosure of a senior mortgage could eliminate the junior mortgage; and
delays in the collection of principal and interest if a borrower claims bankruptcy.

If any of the above were to occur, it could adversely affect the Company’s cash flows from operations.

Our apartment communities may be subject to unknown or contingent liabilities which could cause us to incur substantial costs. The properties that the Company owns or may acquire are or may be subject to unknown or contingent liabilities for which the Company may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the sales of the properties may not survive the closing of the transactions. While the Company will seek to require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with apartment communities may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may adversely affect our business, financial condition and results of operations.
The geographic concentration of the Company’s communities and fluctuations in local markets may adversely impact the Company’s financial condition and operating resultsresults.. The Company generated significant amounts of rental revenues for the year ended December 31, 2013,2016, from the Company’s communities concentrated in Southern California (Los Angeles, Orange, Santa Barbara, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area), and the Seattle metropolitan area. For the year ended December 31, 2013, 82%2016, 83% of the Company’s rental revenues were generated from communities located in California. This geographic concentration could present risks if local property market performance falls below expectations. In general, factors that may adversely affect local market and economic conditions include, among others, the following:

the economic climate, which may be adversely impacted by a reduction in jobs or income levels, industry slowdowns and other factors;
local conditions, such as oversupply of, or reduced demand for, apartment homes;
declines in household formation;
rent control or stabilization laws, or other laws regulating rental housing, which could prevent the Company from raising rents to offset increases in operating costs;
competition from other available apartments and other housing alternatives and changes in market rental rates; and
regional specific acts of nature (e.g., earthquakes).

The economic conditionCompany may experience various increased costs, including increased property taxes, to own and maintain its properties. Real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property tax rates change. Thus, our real estate taxes in the State of these marketsWashington could affect occupancy,increase as a result of property revenues, and expenses,value reassessments or increased property tax rates in that state. A current California law commonly referred to as Proposition 13 generally limits annual real estate tax increases on California properties to 2% of assessed value. However, under Proposition 13, property tax reassessment generally occurs as a result of a “change in ownership” of a property, as specially defined for purposes of those rules. Because the property taxing authorities may not determine whether there has been a “change in ownership” or the actual reassessed value of a property for a period of time after a transaction has occurred, we may not know the impact of a potential reassessment for a considerable amount of time following a particular transaction. Therefore, the amount of property taxes we are required to pay could increase substantially from the communitiesproperty taxes we currently pay or have paid in the past, including on a retroactive basis. In addition, from time to time voters and lawmakers have announced initiatives to repeal or amend Proposition 13 to eliminate its application to commercial and industrial property and/or introduce split tax roll legislation. Such initiatives, if successful, could increase the assessed value and/or tax rates applicable to commercial property in California, including our apartment communities.

The Company may experience increased costs associated with capital improvements and routine property maintenance, such as repairs to the foundation, exterior walls, and rooftops of its properties, as its properties advance through their underlying asset values.  The financial results of major local employers also maylife-cycles. Increases in the Company’s expenses to own and maintain its properties could adversely impact the cash flow and value of certain of the communities.  This could have a negative impact on the Company’s financial condition and operating results which could affect the Company’s ability to pay expected dividends to its stockholders and the Operating Partnership’s ability to pay expected distributions to unit holders.of operations.

Competition in the apartment community market and other housing alternatives may adversely affect operations and the rental demand for the Company’s communitiescommunities.. There are numerous housing alternatives that compete with the Company’s communities in attracting residents. These include other apartment communities, condominiums and single-family homes that are available for rent or for sale in the markets in which the communities are located. Competitive housing in a particular area and the increasing affordability of owner occupied single and multi-family homes caused by lower housing prices, mortgage interest rates and government programs to promote home ownership or create additional rental and/or other types of housing, could adversely affect the Company’s ability to retain its residents, lease apartment homes and increase or maintain rents. If the demand for the Company’s communities is reduced or if competitors develop and/or acquire competing apartment communities, rental rates may drop, which may have a material adverse effect on the Company’s financial condition and results of operations. The Company also faces competition from other real estate investment trusts, businesses and other entities in the

acquisition, development and operation of apartment communities. This competition may result in an increase in costsprices and pricescosts of apartment communities that the Company acquires and/or develops.
13
The price per share of the Company’s stock may fluctuate significantly.  The market price per share of the Company’s common stock may fluctuate significantly in response to many factors, including without limitation:
—regional, national and global economic conditions;
—actual or anticipated variations in the Company’s quarterly operating results or dividends;
—changes in the Company’s funds from operations or earnings estimates;
—issuances of common stock, preferred stock or convertible debt securities;
—publication of research reports about the Company or the real estate industry;
—the general reputation of real estate investment trusts and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate based companies);
—general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of the Company’s stock to demand a higher annual yield from dividends;
—availability to capital markets and cost of capital;
—a change in analyst ratings or the Company’s credit ratings;
—terrorist activity may adversely affect the markets in which the Company’s securities trade, possibly increasing market volatility and causing erosion of business and consumer confidence and spending; and
—Natural disasters such as earthquakes.
Many of the factors listed above are beyond the Company’s control.  These factors may cause the market price of shares of the Company’s common stock to decline, regardless of the Company’s financial condition, results of operations, or business prospects.
The Company’s future issuances of common stock, preferred stock or convertible debt securities could adversely affect the market price of the Company’s common stock.  In order to finance the Company’s acquisition and development activities, the Company has issued and sold common stock, preferred stock and convertible debt securities.  For example, during 2013 and 2012, the Company issued and sold 0.9 million and 2.4 million shares of common stock for $138.4 million and $357.7 million, net of fees and commissions, respectively.  The Company may in the future sell further shares of common stock, including pursuant to its equity distribution programs with Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., Liquidnet, Inc., and Mitsubishi UFJ Securities (USA), Inc., and Citigroup Global Markets Inc., and BNP Paribas Securities Corp.  In 2011, the Company issued 2,950,000 shares of 7.125% Series H Cumulative Redeemable Preferred Stock at a price of $25.00 per share for net proceeds of $71.2 million, net of costs and original issuance discounts.
In 2013, the Company filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number of equity and debt securities as defined in the prospectus.  Future sales of common stock, preferred stock or convertible debt securities may dilute stockholder ownership in the Company and could adversely affect the market price of the common stock.
The indentures governing our publicly registered notes contain restrictive covenants that limit our operating flexibility.  The indentures that govern these notes contain financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:
—consummate a merger, consolidation or sale of all or substantially all of our assets; and
—incur additional secured and unsecured indebtedness.
The instruments governing unsecured indebtedness require us to meet specified financial covenants, including covenants relating to net worth, fixed charge coverage, debt service coverage, the amounts of total indebtedness and secured indebtedness, leverage and certain investment limitations.  These covenants may restrict our ability to expand or fully pursue our business strategies.  Our ability to comply with these provisions and those contained in the indentures governing the publicly registered notes may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us.  The breach of any of these covenants, including those contained in our indentures, could result in a default under our indebtedness, which could cause those and other obligations to become due and payable.  If any of our indebtedness is accelerated, we may not be able to repay it.
A downgrade in our investment grade credit rating could materially and adversely affect our business and financial condition.  The Company plans to manage its operations to maintain its investment grade credit rating with a capital structure consistent with its current profile, but there can be no assurance that it will be able to maintain its current credit ratings.  Any downgrades in terms of ratings or outlook by any of the rating agencies could have a material adverse impact on the Company’s cost and availability of capital, which could in turn have a material adverse impact on its financial condition, results of operations and liquidity.
The Company’s Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest.  The Company’s Chairman, George M. Marcus is not an employee of the Company, and is involved in other real estate activities and investments, which may lead to conflicts of interest.  Mr. Marcus owns interests in various other real estate-related businesses and investments.  He 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 Co-Chairman of Marcus & Millichap, Inc. (“MMI”), and Mr. Marcus owns a controlling interest in MMI.  MMI is a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013.
Mr. Marcus has agreed not to divulge any confidential or proprietary information that may be received by him in his capacity as Chairman of the Company to any of his affiliated companies and that he will absent himself from any and all discussions by the Company Board of Directors regarding any proposed acquisition and/or development of an apartment community where it appears that there may be a conflict of interest with any of his affiliated companies.  Notwithstanding this agreement, Mr. Marcus and his affiliated entities may potentially compete with the Company in acquiring and/or developing apartment communities, which competition may be detrimental to the Company.  In addition, due to such potential competition for real estate investments, Mr. Marcus and his affiliated entities may have a conflict of interest with the Company, which may be detrimental to the interests of the Company’s stockholders.
The influence of executive officers, directors and significant stockholders may be detrimental to holders of common stock.  As of December 31, 2013, George M. Marcus, the Chairman of the Company’s Board of Directors, wholly or partially owned 1.6 million shares of common stock (including shares issuable upon exchange of limited partnership interests in the Operating Partnership and certain other partnerships and assuming exercise of all vested options).  This represents approximately 4.3% of the outstanding shares of the Company’s common stock.  Mr. Marcus currently does not have majority control over the Company.  However, he currently has, and likely will continue to have, significant influence with respect to the election of directors and approval or disapproval of significant corporate actions.  Consequently, his influence could result in decisions that do not reflect the interests of all the Company’s stockholders.
Under the partnership agreement of the Operating Partnership, the consent of the holders of limited partnership interests is generally required for certain amendments of the agreement and for certain extraordinary actions.  Through their ownership of limited partnership interests and their positions with the Company, the Company’s directors and executive officers, including Mr. Marcus, have substantial influence on the Company.  Consequently, their influence could result in decisions that do not reflect the interests of all stockholders.
The voting rights of preferred stock may allow holders of preferred stock to impede actions that otherwise benefit holders of common stock.  Essex currently has outstanding shares of 7.125% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”).  In general, the holders of the Company’s outstanding shares of Series H Preferred Stock do not have any voting rights.  However, if full distributions are not made on outstanding Series H Preferred Stock for six quarterly distributions periods, the holders of Series H Preferred Stock, together with holders of other series of preferred stock upon which like voting rights have been conferred, will have the right to elect two additional directors to serve on Essex’s Board of Directors.
These voting rights continue until all distributions in arrears and distributions for the current quarterly period on the Series H Preferred Stock have been paid in full.  At that time, the holders of the Series H Preferred Stock are divested of these voting rights, and the term of office of the directors so elected immediately terminates.
While any shares of the Company’s Series H Preferred Stock are outstanding, the Company may not, without the consent of the holders of two-thirds of the outstanding shares of Series H Preferred Stock:
—authorize or create any class or series of stock that ranks senior to the Series H Preferred Stock with respect to the payment of dividends, rights upon liquidation, dissolution or winding-up of the Company’s business; or
—amend, alter or repeal the provisions of the Company’s Charter, including by merger or consolidation, that would materially and adversely affect the rights of the Series H Preferred Stock; provided that in the case of a merger or consolidation, so long as the Series H Preferred Stock remains outstanding with the terms thereof materially unchanged or the holders of shares of Series H Preferred Stock receive shares of stock or other equity securities with rights, preferences, privileges and voting powers substantially similar to that of the Series H Preferred Stock, the occurrence of such merger or consolidation shall not be deemed to materially and adversely affect the rights of the holders of the Series H Preferred Stock.
These voting rights of the holders of the Series H Preferred Stock and of other preferred stock may allow such holders to impede or veto actions that would otherwise benefit the holders of the Company’s common stock.
The Maryland business combination law may not allow certain transactions between the Company and its affiliates to proceed without compliance with such law.  Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder.  These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities.  An interested stockholder is defined as any person (and certain affiliates of such person) who beneficially owns ten percent or more of the voting power of the then-outstanding voting stock.  The law also requires a supermajority stockholder vote for such transactions.  This means that the transaction must be approved by at least:
—80% of the votes entitled to be cast by holders of outstanding voting shares; and
—Two-thirds of the votes entitled to be cast by holders of outstanding voting shares other than shares held by the interested stockholder with whom the business combination is to be effected.
The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder.  These voting provisions do not apply if the stockholders receive a minimum price, as defined under Maryland law.  As permitted by the statute, the Board of Directors of the Company irrevocably has elected to exempt any business combination by the Company, George M. Marcus, who is the chairman of the Company, and MMC or any entity owned or controlled by Mr. Marcus and MMC.  Consequently, the five-year prohibition and supermajority vote requirement described above will not apply to any business combination between the Company, Mr. Marcus, or MMC.  As a result, the Company may in the future enter into business combinations with Mr. Marcus and MMC, without compliance with the supermajority vote requirements and other provisions of the Maryland Business Combination Act.
Anti-takeover provisions contained in the Operating Partnership agreement, charter, bylaws, and certain provisions of Maryland law could delay, defer or prevent a change in control.  While the Company is the sole general partner of the Operating Partnership, and generally has full and exclusive responsibility and discretion in the management and control of the Operating Partnership, certain provisions of the Operating Partnership agreement place limitations on the Company’s ability to act with respect to the Operating Partnership.  Such limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for the Company’s stock or otherwise be in the best interest of the stockholders or that could otherwise adversely affect the interest of the Company’s stockholders.  The partnership agreement provides that if the limited partners own at least 5% of the outstanding units of partnership interest in the Operating Partnership, the Company cannot, without first obtaining the consent of a majority-in-interest of the limited partners in the Operating Partnership, transfer all or any portion of the Company’s general partner interest in the Operating Partnership to another entity.  Such limitations on the Company’s ability to act may result in the Company’s being precluded from taking action that the Board of Directors believes is in the best interests of the Company’s stockholders.  As of December 31, 2013, the limited partners held or controlled approximately 5.4% of the outstanding units of partnership interest in the Operating Partnership, allowing such actions to be blocked by the limited partners.
The Company’s Charter authorizes the issuance of additional shares of common stock or preferred stock and the setting of the preferences, rights and other terms of such preferred stock without the approval of the holders of the common stock.  The Company may establish one or more series of preferred stock that could delay defer or prevent a transaction or a change in control.  Such a transaction might involve a premium price for the Company’s stock or otherwise be in the best interests of the holders of common stock.  Also, such a class of preferred stock could have dividend, voting or other rights that could adversely affect the interest of holders of common stock.
The Company’s Charter contains other provisions that may delay, defer or prevent a transaction or a change in control that might be in the best interest of the Company’s stockholders.  The Charter contains ownership provisions limiting the transferability and ownership of shares of capital stock, which may have the effect of delaying, deferring or preventing a transaction or a change in control.  For example, subject to receiving an exemption from the Board of Directors, potential acquirers may not purchase more than 6% in value of the stock (other than qualified pension trusts which can acquire 9.9%).  This may discourage tender offers that may be attractive to the holders of common stock and limit the opportunity for stockholders to receive a premium for their shares of common stock.
The Maryland General Corporations Law restricts the voting rights of shares deemed to be “control shares.” Under the Maryland General Corporations Law, “control shares” are those which, when aggregated with any other shares held by the acquirer, entitle the acquirer to exercise voting power within specified ranges.  Although the Bylaws exempt the Company from the control share provisions of the Maryland General Corporations Law, the Board of Directors may amend or eliminate the provisions of the Bylaws at any time in the future.  Moreover, any such amendment or elimination of such provision of the Bylaws may result in the application of the control share provisions of the Maryland General Corporations Law not only to control shares which may be acquired in the future, but also to control shares previously acquired.  If the provisions of the Bylaws are amended or eliminated, the control share provisions of the Maryland General Corporations Law could delay, defer or prevent a transaction or change in control that might involve a premium price for the stock or otherwise be in the best interests of the Company’s stockholders.
The Company’s Charter and bylaws also contain other provisions that may impede various actions by stockholders without approval of the Company’s board of directors, which in turn may delay, defer or prevent a transaction, including a change in control.  Those provisions include:
—directors may be removed, without cause, only upon a two-thirds vote of stockholders, and with cause, only upon a majority vote of stockholders;
—the Company’s board can fix the number of directors and fill vacant directorships upon the vote of a majority of the directors;
—stockholders must give advance notice to nominate directors or propose business for consideration at a stockholders’ meeting; and
—for stockholders to call a special meeting, the meeting must be requested by not less than a majority of all the votes entitled to be cast at the meeting.
The Company’s joint ventures and joint ownership of communities, its ownership of properties with shared facilities with a home owners' association or other entity, its ownership of properties subject to a ground lease and its preferred equity investments and its other partial interests in corporations and limited partnerships that own communities could limit the Company’s ability to control such communities and partialmay restrict our ability to finance, sell or otherwise transfer our interests.  Instead in these properties and expose us to loss of purchasingthe properties if such agreements are breached by us or terminated.
The Company defines development projects as new communities that are being constructed or are newly constructed and developing apartment communities directly,are in a phase of lease-up and have not yet reached stabilized operations. As of December 31, 2016, the Company has investedhad two consolidated development projects and may continuefour joint venture development projects comprised of 2,223 apartment homes for an estimated cost of $1.3 billion, of which $0.7 billion remains to investbe expended, and $0.5 billion is the Company's share. In addition, as of December 31, 2016, the Company had an interest in 11,274 apartment homes in operating communities with joint ventures.  ventures for a total book value of $0.8 billion.

Joint venture partners often have shared control over the development and operation of the joint venture assets. Therefore, it is possible that a joint venture partner in an investment might become bankrupt, or have economic or business interests or goals that are inconsistent with the Company’s business interests or goals, or be in a position to take action contrary to the Company’s instructions or requests, or its policies or objectives. Consequently, a joint venture partners’ actions might subject property owned by the joint venture to additional risk. Although the Company seeks to maintain sufficient influence over any joint venture to achieve its objectives, the Company may be unable to take action without its joint venture partners’ approval, or joint venture partners could take actions binding on the joint venture without its consent.approval. A joint venture partner might fail to approve decisions that are in the Company’s best interest. Should a joint venture partner become bankrupt, the Company could become liable for such partner’s share of joint venture liabilities. In some instances, the Company and the joint venture partner may each have the right to trigger a buy-sell arrangement, which could cause the Company to sell its interest, or acquire a partner’s interest, at a time when the Company otherwise would have not have initiated such a transaction.
17
From time to time, the Company, through the Operating Partnership, invests in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of acquiring, developing, financing, or managing real property. InFor example, the Company has made preferred equity investments in third party entities that own real estate. With preferred equity investments and certain circumstances,other investments, the Operating Partnership’s interest in a particular entity may beis typically less than a majority of the outstanding voting interests of that entity. Therefore, the Operating Partnership’s ability to control the daily operations of such an entity may be limited. Furthermore, the Operating Partnership may not have the power to remove a majority of the board of directors (in the case of a corporation) or the general partner or partners (in the case of a limited partnership) of such an entity in the event that its operations conflict with the Operating Partnership’s objectives. The Operating Partnership may not be able to dispose of its interests in such an entity. In the event that such an entity becomes insolvent, the Operating Partnership may lose up to its entire investment in and any advances to the entity. The Company may also incur losses if any guarantees or indemnifications were made by the Company. The Company also owns properties indirectly under "downREIT" structures. The Company has, and in the future may, enter into transactions that could require the Company to pay the tax liabilities of partners, which contribute assets into downREITs, joint ventures or the Operating Partnership, in the event that certain taxable events, which are within the Company’s control, occur. Although the Company plans to hold the contributed assets or defer recognition of gain on sale pursuant to the like-kind exchange rules under Section 1031 of the Internal Revenue Code, the Company can provide no assurance that the Company will be able to do so and if such tax liabilities were incurred they could have a material impact on its financial position.
InvestmentsAlso, from time to time, the Company invests in mortgagesproperties which may be subject to certain shared facilities agreements with homeowners' associations and other entities and/or invests in properties subject to ground leases where a subtenant may have certain similar rights to that of a party under such a shared facilities agreement. For such properties, the Company's ability to control the expenditure of capital improvements and its allocation with such other parties may adversely affect the Company's business, financial condition and results of operations.
We may pursue acquisitions of other REITs and real estate securities could affect the Company’s ability to make distributions to stockholders.  The Company may invest in securities related to real estate,companies, which could adversely affect the Company’s ability toour results of operations. We may make distributions to stockholders.  The Company may purchase securities issued by entities which ownacquisitions of and investments in other REITs and real estate companies that offer properties and investcommunities to augment our market coverage, or enhance our property offerings. We may also enter into strategic alliances or joint ventures to achieve these goals. There can be no assurance that we will be able to identify suitable acquisition, investment, alliance, or joint venture opportunities, that we will be able to consummate any such transactions or relationships on terms and conditions acceptable to us, or that such transactions or relationships will be successful. In addition, our original estimates and

assumptions used in mortgages or unsecured debt obligations.  These mortgagesassessing any acquisition may be first, secondinaccurate, and we may not realize the expected financial or third mortgages thatstrategic benefits of any such acquisition.
These transactions or any other acquisitions involve risks and uncertainties. For example, as a consequence of such transactions, we may assume unknown liabilities, which could ultimately lead to material costs for us. In addition, the integration of acquired businesses or other acquisitions may not be insuredsuccessful and could result in disruption to other parts of our business. To integrate acquired businesses or otherwise guaranteed.  In general, investments in mortgages includeother acquisitions, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the following risks:
—that the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses;
—the borrower may not pay indebtedness under the mortgage when due, requiring the Company to foreclose, and the amount recovered in connection with the foreclosure may be less than the amount owed;
—that interest rates payable on the mortgages may be lower than the Company’s cost of funds; and
—in the case of junior mortgages, that foreclosure of a senior mortgage could eliminate the junior mortgage.
If anypersonnel of the above wereacquired operations. There can be no assurance that all pre-acquisition property due diligence will have identified all material issues that might arise with respect to occur, itsuch acquired business and its properties or as to any such other acquisitions. Any future acquisitions we make may also require significant additional debt or equity financing, which, in the case of debt financing, would increase our leverage and potentially affect our credit ratings and, in the case of equity or equity-linked financing, could be dilutive to our existing stockholders. These and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect cash flows from operationsour business, financial condition and the Company’s ability to make expected dividends to stockholders and the Operating Partnership’s ability to make expected distributions to unit holders.
results of operations.
Compliance with laws benefiting disabled persons may require the Company to make significant unanticipated expenditures or impact the Company’s investment strategystrategy.. A number of federal, state and local laws (including the Americans with Disabilities Act) and regulations exist that may require modifications to existing buildings or restrict certain renovations by requiring improved access to such buildings by disabled persons and may require other structural features which add to the cost of buildings under construction. Legislation or regulations adopted in the future may impose further burdens or restrictions on the Company with respect to improved access by disabled persons. The costs of compliance with these laws and regulations may be substantial. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any noncomplying feature, which could result in substantial capital expenditures.
The Company may not be able to lease its retail/commercial space consistent with its projections or at market rates. The Company has retail/commercial space in its portfolio. The retail/commercial space at our properties, among other things, serve as additional amenity for our residents. The long term nature of our retail/commercial leases, and characteristics of many of our tenants (small, local businesses) may subject us to certain risks. We may not be able to lease new space for rents that are consistent with our projections or at market rates. Also, when leases for our existing retail/commercial space expire, the space may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable that the current lease terms. Our properties compete with other properties with retail/commercial space. The presence of competitive alternatives may affect our ability to lease space and the level of rents we can obtain. If our retail/commercial tenants experience financial distress or bankruptcy, they may fail to comply with their contractual obligations, seek concessions in order to continue operations or cease their operations, which could adversely impact our results of operations and financial condition. The revenue from our retail/commercial space represents approximately 2% of our total rental revenue.
The Company’s Portfolioportfolio may have environmental liabilitiesliabilities.. Under various federal, state and local environmental and public health laws, regulations and ordinances we have been from time to time, and regulations, an ownermay be required in the future, regardless of knowledge or operatorresponsibility, to investigate and remediate the effects of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on,or petroleum product releases at our properties (including in some cases naturally occurring substances such as methane and radon gas) and may be held liable under these laws or common law to a governmental entity or migratingto third parties for response costs, property damage, personal injury or natural resources damages and for investigation and remediation costs incurred as a result of the impacts resulting from such property.  Such laws often impose liability without regard as to whetherreleases. While the ownerCompany is unaware of any such response action required or operator knewdamage claims associated with its existing properties which individually or in aggregate would have a materially adverse effect on our business, assets, financial condition or results of operations, potential future costs and damage claims may be substantial and could exceed any insurance coverage we may have for such events or was responsible for,such coverage may not exist. Further, the presence of such hazardous or toxic substances.  The presence of such substances, or the failure to properly remediate any such substances,impacts, may adversely affect the owner’s or operator’sour ability to borrow against, develop, sell or rent suchthe affected property. In addition, some environmental laws create or allow a government agency to impose a lien on the impacted property or to borrow using such property as collateral.  Persons exposed to such substances, either through soil vapor or ingestionin favor of the substances may claim personal injury damages.  Persons who arrangegovernment for the disposal or treatmentdamages and costs it incurs as a result of responding to hazardous or toxic substancessubstance or wastes also may be liable for the costs of removal or remediation of such substances at the disposal or treatment facility to which such substances or wastes were sent, whether or not such facility is owned or operated by such person.  Certain environmental laws impose liability for release of asbestos-containing materials (“ACMs”) into the air, and third parties may seek recovery from owners or operators of apartment communities for personal injury associated with ACMs.  In connection with the ownership (direct or indirect), operation, management and development of apartment communities, the Company could be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and costs related to injuries of persons and property.
18
petroleum product releases.
Investments in real property create a potential for environmental liabilities on the part of the owner of such real property. The Company carries certain limited insurance coverage for this type of environmental risk.  The Company has conducted environmental studiesrisk as to its properties; however, such coverage is not fully available for all properties and, as to those properties for which revealed the presence of groundwater contamination atlimited coverage is fully available it may not apply to certain communities.  Such contamination at certain of these apartment communities was reported to have migrated on-siteclaims arising from adjacent industrial manufacturing operations.  The former industrial users of the communities were identified as the source of contamination.  The environmental studies noted that certain communities are located adjacent to or possibly down gradient from sites with known groundwater contamination, the lateral limits of which may extend onto such apartment communities.  The environmental studies also noted that at certain of these apartment communities, contamination existed because of the presence of underground fuel storage tanks, which have been removed.conditions present on those properties. In general, in connection with the ownership (direct or indirect), operation, financing, management and development of apartmentits communities, the Company could be considered as the owner or operator of such properties or as having arranged for disposal or treatment of hazardous substances

present there and therefore may be potentially liable for removal or clean-up costs, as well as certain other costs and environmental liabilities. The Company may also be subject to governmental fines and costs related to injuries to third persons and damage to their property.
Properties which we intend to acquire undergo a pre-acquisition Phase I environmental site assessment, which is intended to afford the Company protection against so-called “owner liability” under the primary federal environmental law, as well as further environmental assessment, which may involve invasive techniques such as soil or ground water sampling where conditions warranting such further assessment are identified and seller’s consent is obtained. While such assessments are conducted in accordance with applicable “all appropriate inquiry" standards, no assurance can be given that all environmental conditions present on or beneath or emanating from a given property will be discovered or that the full nature and extent of those conditions which are discovered will be adequately ascertained and quantified.
There have been an increasing numberIn connection with our ownership, operation and development of lawsuits againstcommunities, from time to time we undertake remedial action in response to the presence of subsurface or other contaminants, including contaminants in soil, groundwater and soil vapor beneath or affecting our buildings. The Company does so pursuant to appropriate environmental regulatory requirements with the objective of obtaining regulatory closure or a no further action determination that will allow for future use, development and sale of any impacted community.
Certain environmental laws impose liability for release of asbestos-containing materials ("ACMs") into the air or exposure to lead-based paint ("LBP"), and third parties may seek recovery from owners and managersor operators of apartment communities allegingfor personal injury and property damage caused byassociated with ACMs or LBP.
Mold growth may occur when excessive moisture accumulates in buildings or on building materials, particularly if the presencemoisture problem remains undiscovered or is not addressed in a timely manner.  Although the occurrence of mold in residential real estate.  Some of these lawsuits have resulted in substantial monetary judgments or settlements.  The Companyat multi-family and other structures, and the need to remediate such mold, is not a new phenomenon, there has been sued for mold related matters and has settledincreased awareness in recent years that certain molds may in some but not all, of such matters.  Insurance carriers have reactedinstances lead to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates.  The Company has, however, purchased pollution liability insurance, which includes some coverage for mold.adverse health effects, including allergic or other reactions. The Company has adopted policies for promptly addressing and resolving reports of mold when it is detected, and to minimize any impact mold might have on residents of the property. The Company believes its mold policies and proactive response to address any known mold existence reducesreduce its risk of loss from these cases.  Therecases; however, no assurance can be no assuranceprovided that the Company has identified and responded to all mold occurrences.  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, 2013, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.
California has enacted legislation, commonly referred to as “Proposition 65”"Proposition 65," requiring that “clear"clear and reasonable”reasonable" warnings be given to consumerspersons who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity, including tobacco smoke.  Although the Company has sought to comply with Proposition 65 requirements, the Company cannot assure you that the Company will not be adversely affected by litigation relating to Proposition 65.
Methane gas is a naturally-occurring gas that is commonly found below the surface in several areas, particularly in the Southern California coastal areas. Methane is a non-toxic gas, but is flammable and can be ignitableexplosive at sufficient concentrations when in confined spaces.  Although naturally-occurring,spaces and exposed to an ignition source. Naturally-occurring, methane gas is not regulated at the state orand federal level as a greenhouse gas but is not otherwise regulated as a hazardous substance; however some local governments, such as the County of Los Angeles have imposed requirementsCounty, require that new buildings constructed in areas designated methane gas zones install detection systems in areas where methane gas is known to be located.and/or venting systems. Methane gas is also associated with certain industrial activities, such as former municipal waste landfills. Radon is also a naturally-occurring gas that is found below the surface.surface and can pose a threat to human health requiring abatement action if present in sufficient concentration within occupied areas. The Company cannot assure you that it will not be adversely affected by costs related to its compliance with methane or radon gas related requirements or litigation costs related to methane or radon gas.
TheWe cannot assure you that costs or liabilities incurred as a result of environmental matters will not affect our ability to make distributions to stockholders, or that such costs or liabilities will not have a material adverse effect on our financial condition and results of operations; provided, however, the Company has almost no indemnification agreements from third parties for potential environmental clean-up costs at its communities.  The Company has no way of determining at this time the magnitudeis unaware of any potential liability topending or threatened alleged claim resulting from such matters which it may be subject arising out of environmental conditions or violations with respect to communities formerly owned by the Company.  No assurance can be given that existing environmental studies with respect to any of the communities reveal all environmental liabilities, that any prior owner or operator of an apartment community did not create any material environmental condition not known to the Company, or thatwould have a material environmentaladverse effect on the Company’s financial condition, does not exist as to any oneresults of operations or more of the communities.  The Company has limited insurance coverage for the types of environmental liabilities described above.
19
cash flows.
The Company may incur general uninsured losseslosses.. The Company carries comprehensivepurchases general liability fire, extendedand property, including loss of rent, insurance coverage and rental loss insurance for each of theits communities. The Company also purchases limited earthquake, terrorism, environmental and flood insurance. There are however, certain types of extraordinary losses such as, for example, losses from terrorismwhich may not be covered or earthquakes, for whichcould exceed coverage limits. The insurance programs are subject to deductibles and self-insured retentions in varying amounts. The Company utilizes a wholly owned insurance subsidiary, Pacific Western Insurance LLC ("PWI") to self-insure certain earthquake and property

losses. As of December 31, 2016, PWI has cash and marketable securities of approximately $69.9 million, and is consolidated in the Company does not have insurance coverage.  Substantially all ofCompany's financial statements.
All the communities are located in areas that are subject to earthquake activity. The Company has establishedevaluates its financial loss exposure to seismic events by using actuarial loss models developed by the insurance industry and property vulnerability based on structural evaluations of seismic consultants. The Company manages this exposure, where considered appropriate, desirable, and cost-effective, by upgrading properties to increase their resistance to forces caused by seismic events, by considering available funds and coverages provided by PWI and/or by purchasing seismic insurance. Purchasing seismic insurance coverage can be costly and such seismic insurance is in limited supply. As a wholly owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”).  Through PWI,result, the Company may experience a shortage in desired coverage levels if market conditions are such that insurance is self-insured asnot available, or the cost of the insurance makes it, relates toin managements view, not economically practical. The Company purchases limited earthquake related losses.  Additionally, since January 2008, PWI has provided propertyinsurance for certain high-density properties and casualtyassets owned by the Company's co-investments.

The Company carries other types of insurance coverage forrelated to a variety of risks and exposures. Based on market conditions, the first $5.0 millionCompany may change or potentially eliminate insurance coverages, or increase levels of self-insurance. Further, we cannot assure you that the Company’s property level insurance claims per incident.  AsCompany will not incur losses, which could be material, due to uninsured risks, deductibles and self-insured retentions, and/or losses in excess of December 31, 2013, PWI has cashcoverage limits.

We have significant investments in large metropolitan markets, such as the metropolitan markets in Southern California, the San Francisco Bay Area and marketable securities of approximately $40 million.Seattle. These assets are consolidatedmarkets may in the Company’s financial statements.  Beginningfuture be the target of actual or threatened terrorist attacks. Future terrorist attacks in 2013, the Company has obtained limited third party seismicthese markets could directly or indirectly damage our communities, both physically and financially, or cause losses that exceed our insurance on selected assets in which it holds an ownership interest in.coverage.

Although the Company may carry insurance for potential losses associated with its communities, employees, residents, and compliance with applicable laws, it may still incur losses due to uninsured risks, deductibles, copayments or losses in excess of applicable insurance coverage and those losses may be material. In the event of a substantial loss, insurance coverage may not be able to cover the full replacement cost of the Company’s lost investment, or the insurance carrier may become insolvent and not be able to cover the full amount of the insured losses. Changes in building codes and ordinances, environmental considerations and other factors might also affect the Company’s ability to replace or renovate an apartment community after it has been damaged or destroyed.
Accidental death or severe injuries due to fire, natural disasters or other hazards could adversely affect our business and results of operations. The accidental death or severe injuries of persons living in our communities due to fire, natural disasters or other hazards could have a material adverse effect on our business and results of operations. Our insurance coverage may not cover all losses associated with such events, and we may experience difficulty marketing communities where any such events have occurred, which could have a material adverse effect on our business and results of operations.
Adverse changes in laws may adversely affect our liabilitythe Company's liabilities and/or operating costs relating to ourits properties and ourits operations. Increases in real estate taxes and income, service and transfer taxes cannot always be passed through to residents or users in the form of higher rents, and may adversely affect ourthe Company's cash available for distribution and ourits ability to make distributions to our shareholdersits stockholders and pay amounts due on ourits debt. Similarly, changes in laws increasing the potential liability of the Company and/or its operating costs on a range of issues, including those regarding potential liability for other environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, including without limitation, those related to structural or seismic retrofit or more costly operational safety systems and programs, which could have a material adverse effect on usthe Company. For example, (1) the California statute, the "Sustainable Communities and our abilityClimate Protection Act of 2009, also known as "SB375"", provides that, in order to make distributionsreduce greenhouse emissions, there should be regional planning to our shareholderscoordinate housing needs with regional transportation and pay amounts duesuch planning could lead to restrictions on, our debt.or increases in, property development that adversely affect the Company and (2) the Environmental Protection Agency has implemented a program for long-term phase out of HCFC-22 coolant (freon) by 2030, which could lead to increased capital and/or operating costs. In addition, in Richmond and Mountain View, California, both of which are in the San Francisco Bay Area, rent control initiatives were recently passed by the voters. These initiatives and any other future enactmentenactments of rent control or rent stabilization laws or other laws regulating multifamilymulti-family housing, as well as any lawsuits against the Company arising from such rent control or other laws, may reduce rental revenues or increase operating costs.
The soundness of financial institutions could adversely affect us. We maintain cash and cash equivalent balances, including significant cash amounts of our wholly owned insurance subsidiary, Pacific Western Insurance LLC, as well as 401(k) plan assets in a limited number of financial institutions. Our cash balances are generally in excess of federally insured limits. The

failure or collapse of one or more of these financial institutions may materially adversely affect our ability to recover our cash balances or the 401(k) assets. Certain financial institutions are lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry. In the event that the volatility of the financial markets adversely affects these financial institutions or counterparties, we or other parties to the transactions with us may be unable to complete transactions as intended, which could adversely affect our business and results of operations.
Failure to succeed in new markets may limit the Company’s growth. The Company may make acquisitions or commence development activity outside of its existing market areas if appropriate opportunities arise. The Company’s historical experience in its existing markets does not ensure that it will be able to operate successfully in new markets. The Company may be exposed to a variety of risks if it chooses to enter new markets. These risks include, among others:
an inability to evaluate accurately local apartment market conditions and local economies;
an inability to identify appropriate acquisition opportunities or to obtain land for development;
an inability to hire and retain key personnel; and
lack of familiarity with local governmental and permitting procedures.

The Company’s real estate assets may be subject to impairment charges. The Company continually evaluates the recoverability of the carrying value of its real estate assets under U.S. generally accepted accounting principles ("U.S. GAAP"). Factors considered in evaluating impairment of the Company’s existing multi-family real estate assets held for investment include significant declines in property operating profits, recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Generally, a multi-family real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of the asset over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. Assumptions used to estimate annual and residual cash flow and the estimated holding period of such assets require the judgment of management. There can be no assurance that the Company will not take charges in the future related to the impairment of the Company’s assets. Any future impairment charges could have a material adverse effect on the Company’s results of operations.
We face risks associated with land holdings and related activities. We hold land for future development and may in the future acquire additional land holdings. The risks inherent in purchasing, owning and developing land increase as demand for apartments, or rental rates, decrease. Real estate markets are highly uncertain and, as a result, the value of undeveloped land may fluctuate significantly. In addition, carrying costs can be significant and can result in losses or reduced profitability. As a result, we hold certain land, and may, in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which may preclude our developing a profitable multi-family community. If there are subsequent changes in the fair value of our land holdings which we determine is less that the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment changes which could have a material adverse effect on our results of operations.
Risks Related to Our Indebtedness and Financings
Capital and credit market conditions may affect the Company’s access to sources of capital and/or the cost of capital, which could negatively affect the Company’s business, results of operations, cash flows and financial condition. In periods when the capital and credit markets experience significant volatility, the amounts, sources and cost of capital available to the Company may be adversely affected. Our current balance sheet, the debt capacity available on the unsecured line of credit with a diversified bank group, access to the public and private placement debt markets and secured debt financing providers such as Fannie Mae and Freddie Mac provides some insulation from volatile capital markets. We primarily use external financing, including sales of equity securities, to fund acquisitions, developments, and redevelopments and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition, development and redevelopment activity and/or take other actions to fund our business activities and repayment of debt, such as selling assets, reducing our cash dividend or paying out less than 100% of our taxable income. In general, to the extent that the Company’s access to capital and credit is at a higher cost than the Company has experienced in recent years (reflected in higher interest rates for debt financing or a lower stock price for equity financing without a corresponding change to investment cap rates) the Company’s ability to make acquisitions, develop communities, obtain new financing, and refinance existing borrowing at competitive rates could be adversely affected, which would impact the Company's financial standing and related credit rating. In addition, if our ability to obtain financing is adversely affected, we may be unable to satisfy scheduled maturities on existing financing through other sources of our liquidity, which, in the case of secured financings, could result in lender foreclosure on the apartment communities securing such debt.
The Company could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multi-family housing.Historically, the Company has utilized borrowing from Fannie Mae and Freddie Mac. There

are no assurances that these entities will lend to the Company in the future. Beginning in 2011, the Company has primarily utilized unsecured debt and has repaid secured debt at or near their respective maturity and has placed less reliance on agency mortgage debt financing. Potential options have been proposed for the future of agency mortgage finance in the U.S. that could involve the phase out of Fannie Mae and Freddie Mac. While we believe Fannie Mae and Freddie Mac will continue to provide liquidity to our sector, should they discontinue doing so, have their mandates changed or reduced or be disbanded or reorganized by the government or if there is reduced government support for multi-family housing more generally, it may adversely affect interest rates, capital availability, development of multi-family communities and the value of multi-family residential real estate and, as a result, may adversely affect the Company and its growth and operations.
Debt financing has inherent risks. At December 31, 2016, the Company had approximately $5.6 billion of indebtedness (including $506.7 million of variable rate indebtedness, of which $25.0 million is subject to an interest rate swap effectively fixing the interest rate on $25.0 million in debt. The Company has also entered into interest rate swaps with a notional amount of $150.0 million, with settlement payments starting in March 2017. $20.7 million is subject to interest rate cap protection). The Company is subject to the risks normally associated with debt financing, including, among others, the following:
cash flow may not be sufficient to meet required payments of principal and interest;
inability to refinance maturing indebtedness on encumbered apartment communities;
inability to comply with debt covenants could cause defaults and an acceleration of maturity dates; and
paying debt before the scheduled maturity date could result in prepayment penalties.

The Company may not be able to renew, repay or refinance its indebtedness when due or may be required to refinance its indebtedness at higher interest rates or on terms that may not be as favorable as the terms of existing indebtedness. If the Company is unable to refinance its indebtedness on acceptable terms, or not at all, the Company might be forced to dispose of one or more of its properties on disadvantageous terms, which might result in losses. Such losses could have an adverse effect on the Company and its ability to make distributions to its stockholders and pay amounts due on its debt. Furthermore, if a property is mortgaged to secure payment of indebtedness and the Company is unable to meet mortgage payments, the mortgagee could foreclose on the property, appoint a receiver and exercise rights under an assignment of rents and leases, or pursue other remedies, all with a consequential loss of revenues and asset value. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet REIT distribution requirements.
Debt financing of communities may result in insufficient cash flow to service debt and fund distributions. Where appropriate, the Company intends to continue to use leverage to increase the rate of return on the Company’s investments and to provide for additional investments that the Company could not otherwise make. There is a risk that the cash flow from the communities will be insufficient to meet both debt payment obligations and the distribution requirements of the real estate investment trust provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Our ability to make payments on and to refinance our indebtedness and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, regional, financial, competitive, operating, legislative, regulatory, taxation and other factors, many of which are beyond our control.
As of December 31, 2016, the Company had 61 consolidated communities encumbered by debt. With respect to the 61 communities encumbered by debt, all of them are secured by deeds of trust relating solely to those communities. The holders of this indebtedness will have rights with respect to these communities and, if debt payment obligations are not met, lenders may seek foreclosure of communities which would reduce the Company’s income and net asset value, and its ability to service other debt.
Compliance requirements of tax-exempt financing and below market rent requirements may limit income from certain communities. At December 31, 2016, the Company had approximately $281.7 million of variable rate tax-exempt financing. This tax-exempt financing provides for certain deed restrictions and restrictive covenants. The Company expects to engage in tax-exempt financings in the future. If the compliance requirements of the tax-exempt financing restrict our ability to increase our rental rates to low or moderate income residents, or eligible/qualified residents, then our income from these properties may be limited. While we generally believe that the interest rate benefit attendant to properties with tax-exempt bonds more than outweigh any loss of income due to restrictive covenants or deed restrictions, this may not always be the case. Some of these requirements are complex and our failure to comply with them may subject us to material fines or liabilities. Certain state and local authorities may impose additional rental restrictions. These restrictions may limit income from the tax-exempt financed communities if the Company is required to lower rental rates to attract residents who satisfy the median income test. If the Company does not reserve the required number of apartment homes for residents satisfying these income requirements, the tax-exempt status of the bonds may be terminated, the obligations under the bond documents may be accelerated and the Company may be subject to additional contractual liability. Besides the limitations due to tax-exempt financing requirements, the income

from certain communities may be limited due to below market rent ("BMR") requirements imposed by local authorities in connection with the original development of the community.
The indentures governing our notes and other financing arrangements contain restrictive covenants that limit our operating flexibility. The indentures that govern our publicly registered notes contain financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:
consummate a merger, consolidation or sale of all or substantially all of our assets; and
incur additional secured and unsecured indebtedness.

The instruments governing our other unsecured indebtedness require us to meet specified financial covenants, including covenants relating to net worth, fixed charge coverage, debt service coverage, the amounts of total indebtedness and secured indebtedness, leverage and certain investment limitations. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these provisions and those contained in the indentures governing the notes, may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. The breach of any of these covenants, including those contained in our indentures, could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it.
Rising interest rates may affect the Company’s costs of capital and financing activities and results of operation. Interest rates could increase, which could result in higher interest expense on the Company’s variable rate indebtedness or increase interest rates when refinancing maturing fixed rate debt. Prolonged interest rate increases could negatively impact the Company’s ability to make acquisitions and develop apartment communities with positive economic returns on investment and the Company’s ability to refinance existing borrowings.
Interest rate hedging arrangements may result in losses. The Company from time to time uses interest rate swaps and interest rate caps contracts to manage certain interest rate risks. Although these agreements may partially protect against rising interest rates, they also may reduce the benefits to the Company if interest rates decline. If a hedging arrangement is not indexed to the same rate as the indebtedness that is hedged, the Company may be exposed to losses to the extent that the rate governing the indebtedness and the rate governing the hedging arrangement change independently of each other. Finally, nonperformance by the other party to the hedging arrangement may subject the Company to increased credit risks. In order to minimize counterparty credit risk, the Company enters into hedging arrangements only with investment grade financial institutions.
A downgrade in the Company's investment grade credit rating could materially and adversely affect its business and financial condition. The Company plans to manage its operations to maintain its investment grade credit rating with a capital structure consistent with its current profile, but there can be no assurance that it will be able to maintain its current credit ratings. Any downgrades in terms of ratings or outlook by any of the rating agencies could have a material adverse impact on the Company’s cost and availability of capital, which could in turn have a material adverse impact on its financial condition, results of operations and liquidity.
Changes in the Company’s financing policy may lead to higher levels of indebtednessindebtedness.. The Company’s organizational documents do not limit the amount or percentage of indebtedness that may be incurred. The Company has adopted a policy of maintaining a limit on debt financing consistent with the existing covenants required to maintain the Company’s unsecured line of credit bank facility, unsecured debt and senior unsecured bonds. The Company’s organizational documents do not limit the amount or percentage of indebtedness that may be incurred.  If the Company changedAlthough pursuant to this policy the Company manages its debt to be in compliance with the debt covenants, the Company may increase the amount of outstanding debt at any time without a concurrent improvement in the Company’s ability to service the additional debt. Accordingly, the Company could incurbecome more debt,leveraged, resulting in an increased risk of default of its debt covenants or on the Company’sits debt obligations and the obligations of the Operating Partnership, andin an increase in debt service requirements thatrequirements. Any covenant breach or significant increase in the Company’s leverage could materially adversely affect the Company’s financial condition and ability to access debt and equity capital markets in the future.
If the Company or its subsidiaries defaults on an obligation to repay outstanding indebtedness when due, the default could trigger a cross-default or cross-acceleration under other indebtedness. If the Company or one of its subsidiaries defaults on its obligations to repay outstanding indebtedness, the default could cause a cross-default or cross-acceleration under other indebtedness. A default under the agreements governing the Company’s or its subsidiaries’ indebtedness, including a default under mortgage indebtedness, lines of credit, bank term loan, or the indenture for the Company’s outstanding senior notes, that is not waived by the required lenders or holders of outstanding notes, could trigger cross-default or cross-acceleration provisions under one or more agreements governing the Company’s indebtedness, which could cause an immediate default or allow the lenders to declare all funds borrowed thereunder to be due and payable.

Risks Related to the Company in General and the Ownership of Essex’s Stock
The Company depends on its key personnel, whose continued service is not guaranteed.The Company’s success depends on its ability to attract and retain executive officers, senior officers and company managers. There is substantial competition for qualified personnel in the real estate industry and the loss of any of the Company’s key personnel could have an adverse effect on the Company.
The price per share of the Company’s stock may fluctuate significantly. The market price per share of the Company’s common stock may fluctuate significantly in response to many factors, including without limitation:
regional, national and global economic conditions;
actual or anticipated variations in the Company’s quarterly operating results or dividends;
changes in the Company’s funds from operations or earnings estimates;
issuances of common stock, preferred stock or convertible debt securities, or the perception that such issuances might occur;
publication of research reports about the Company or the real estate industry;
the general reputation of real estate investment trusts and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate based companies);
general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of the Company’s stock to demand a higher annual yield from dividends;
availability to capital markets and cost of capital;
a change in analyst ratings or the Company’s credit ratings;
terrorist activity may adversely affect the markets in which the Company’s securities trade, possibly increasing market volatility and causing erosion of business and consumer confidence and spending;
natural disasters such as earthquakes; and
changes in public policy and tax law.

Many of the factors listed above are beyond the Company’s control. These factors may cause the market price of shares of the Company’s common stock to decline, regardless of the Company’s financial condition, results of operations.operations, or business prospects.

The Company’s future issuances of common stock, preferred stock or convertible debt securities could be dilutive to current stockholders and adversely affect the market price of the Company’s common stock. In order to finance the Company’s acquisition and development activities, the Company has issued and sold common stock, preferred stock and convertible debt securities. For example, during the years ended December 31, 2016 and 2015, the Company issued zero and 1.5 million shares of common stock for zero and $332.3 million, net of fees and commissions, respectively. The Company may in the future sell further shares of common stock, including pursuant to its equity distribution programs with Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., and UBS Securities LLC.

In 2016, the Company filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number of equity and debt securities as defined in the prospectus. Future sales of common stock, preferred stock or convertible debt securities may dilute stockholder ownership in the Company and could adversely affect the market price of the common stock.
The Company’s Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest. The Company’s Chairman, George M. Marcus, is not an employee of the Company, and is involved in other real estate activities and investments, which may lead to conflicts of interest. Mr. Marcus owns interests in various other real estate-related businesses and investments. He 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 Co-Chairman of Marcus & Millichap, Inc. (“MMI”), and Mr. Marcus owns a controlling interest in MMI. MMI is a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013.
Mr. Marcus has agreed not to divulge any confidential or proprietary information that may be received by him in his capacity as Chairman of the Company to any of his affiliated companies and that he will absent himself from any and all discussions by the Company's Board of Directors regarding any proposed acquisition and/or development of an apartment community where it appears that there may be a conflict of interest with any of his affiliated companies. Notwithstanding this agreement, Mr.

Marcus and his affiliated entities may potentially compete with the Company in acquiring and/or developing apartment communities, which competition may be detrimental to the Company. In addition, due to such potential competition for real estate investments, Mr. Marcus and his affiliated entities may have a conflict of interest with the Company, which may be detrimental to the interests of the Company’s stockholders.
The influence of executive officers, directors and significant stockholders may be detrimental to holders of common stock. As of December 31, 2016, George M. Marcus, the Chairman of the Company’s Board of Directors, wholly or partially owned approximately 1.6 million shares of common stock (including shares issuable upon exchange of limited partnership interests in the Operating Partnership and certain other partnerships, indirectly held shares of common stock and assuming exercise of all vested options). Mr. Marcus currently does not have majority control over the Company. However, he currently has, and likely will continue to have, significant influence with respect to the election of directors and approval or disapproval of significant corporate actions. Consequently, his influence could result in decisions that do not reflect the interests of all the Company’s stockholders.
Under the partnership agreement of the Operating Partnership, the consent of the holders of limited partnership interests is generally required for certain amendments of the agreement and for certain extraordinary actions. Through their ownership of limited partnership interests and their positions with the Company, the Company’s directors and executive officers, including Mr. Marcus, have substantial influence on the Company. Consequently, their influence could result in decisions that do not reflect the interests of all stockholders.
Our related party guidelines may not adequately address all of the issues that may arise with respect to related party transactions. The Company has adopted "Related Party Transaction Approval Process Guidelines" that provide generally that any transaction in which a director or executive officer has an interest must have the prior approval of the Audit Committee of the Company's Board of Directors. The review and approval procedures in these guidelines are intended to determine whether a particular related party transaction is fair, reasonable and serves the interests of the Company's stockholders. Pursuant to these guidelines, related party transactions have been approved from time to time. There is no assurance that this policy will be adequate for determining whether a particular related party transaction is suitable and fair for the Company. Also, the policy's procedures may not identify and address all the potential issues and conflicts of interests with a related party transaction.
Failure to generate sufficient revenue or other liquidity needs could limit cash flow available for distributions to stockholders. A decrease in rental revenue, or liquidity needs such as the repayment of indebtedness or funding of our acquisition and development activities, could have an adverse effect on our ability to pay distributions to our stockholders. Significant expenditures associated with each community such as debt service payments, if any, real estate taxes, insurance and maintenance costs are generally not reduced when circumstances cause a reduction in income from a community.

The form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic and other considerations. The form, timing and/or amount of dividend distributions will be declared at the discretion of the Board of Directors and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Directors may consider relevant. The Board of Directors may modify our dividend policy from time to time.

We may choose to pay dividends in our own stock, in which case stockholders may be required to pay tax in excess of the cash they receive. We may distribute taxable dividends that are payable in part in our stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of the cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, the trading price of our stock would experience downward pressure if a significant number of our stockholders sell shares of our stock in order to pay taxes owed on dividends.

The Maryland Business Combination Act may delay, defer or prevent a transaction or change in control of the Company that might involve a premium price for the Company's stock or otherwise be in the best interest of our stockholders. Under the Maryland General Corporation Law, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as any person (and certain affiliates of such person) who beneficially owns ten percent or more

of the voting power of the then-outstanding voting stock of the corporation. The law also requires a two supermajority stockholder votes for such transactions. This means that the transaction must be approved by at least:
80% of the votes entitled to be cast by holders of outstanding voting shares; and
Two-thirds of the votes entitled to be cast by holders of outstanding voting shares other than shares held by the interested stockholder with whom the business combination is to be effected.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. These voting provisions do not apply if the stockholders receive a minimum price, as defined under the Maryland General Corporation Law. As permitted by the statute, the Board of Directors of the Company irrevocably has elected to exempt any business combination among the Company, George M. Marcus, who is the chairman of the Company, and MMC or any entity owned or controlled by Mr. Marcus and MMC. Consequently, the five-year prohibition and supermajority vote requirements described above will not apply to any business combination between the Company, Mr. Marcus, or MMC. As a result, the Company may in the future enter into business combinations with Mr. Marcus and MMC, without compliance with the supermajority vote requirements and other provisions of the Maryland Business Combination Act.
Certain provisions contained in the Operating Partnership agreement, Charter and Bylaws, and certain provisions of the Maryland General Corporation Law could delay, defer or prevent a change in control. While the Company is the sole general partner of the Operating Partnership, and generally has full and exclusive responsibility and discretion in the management and control of the Operating Partnership, certain provisions of the Operating Partnership agreement place limitations on the Company’s power to act with respect to the Operating Partnership. Such increased debtlimitations could exceeddelay, defer or prevent a transaction or a change in control that might involve a premium price for the underlyingCompany’s stock or otherwise be in the best interests of its stockholders or that could otherwise adversely affect their interests. The partnership agreement provides that if the limited partners own at least 5% of the outstanding units of partnership interest in the Operating Partnership, the Company may not, without first obtaining the consent of a majority in interest of the limited partners in the Operating Partnership, transfer all or any portion of the Company’s general partner interest in the Operating Partnership to another entity. Such limitations on the Company’s power to act may result in the Company’s being precluded from taking action that the Board of Directors otherwise believes is in the best interests of the Company or its stockholders.
The Company’s Charter authorizes the issuance of additional shares of common stock or preferred stock and the setting of the preferences, rights and other terms of such stock without the approval of the holders of the common stock. The Company may establish one or more classes or series of stock that could delay, defer or prevent a transaction or a change in control. Such a transaction might involve a premium price for the Company’s stock or otherwise be in the best interests of the holders of common stock. Also, such a class or series of stock could have dividend, voting or other rights that could adversely affect the interests of holders of common stock.
The Company’s Charter contains provisions limiting the transferability and ownership of shares of capital stock, which may delay, defer or prevent a transaction or a change in control. For example, subject to receiving an exemption from the Board of Directors, potential acquirers may not purchase more than 6% in value of the communities.stock (other than qualified pension trusts which can acquire 9.9%). This may discourage tender offers that may be attractive to the holders of common stock and limit the opportunity for stockholders to receive a premium for their shares of common stock.
The Maryland General Corporation Law restricts the voting rights of holders of shares deemed to be “control shares.” Under the Maryland General Corporation Law, “control shares” are those which, when aggregated with any other shares held by the acquirer, entitle the acquirer to exercise voting power within specified ranges. Although the Bylaws exempt the Company from the control share provisions of the Maryland General Corporation Law, the Board of Directors may amend or eliminate the provisions of the Bylaws at any time in the future. Moreover, any such amendment or elimination of such provision of the Bylaws may result in the application of the control share provisions of the Maryland General Corporation Law not only to control shares which may be acquired in the future, but also to control shares previously acquired. If the provisions of the Bylaws are amended or eliminated, the control share provisions of the Maryland General Corporation Law could delay, defer or prevent a transaction or change in control that might involve a premium price for the stock or otherwise be in the best interests of the Company’s stockholders.
The Company’s Charter and Bylaws as well as Maryland General Corporation Law also contain other provisions that may impede various actions by stockholders without approval of the Company’s Board of Directors, and that in turn may delay, defer or prevent a transaction, including a change in control that might involve a premium price for the stock or otherwise be in the best interests of the Company's stockholders. Those provisions include, among others:

directors may be removed by stockholders, without cause, only upon the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of the directors, and with cause, only upon the affirmative vote of a majority of the votes entitled to be cast generally in the election of the directors;
the Company’s board can fix the number of directors and fill vacant directorships upon the vote of a majority of the directors and the Company's board can classify the board such that the entire board is not up for re-election annually;
stockholders must give advance notice to nominate directors or propose business for consideration at a stockholders’ meeting; and
for stockholders to call a special meeting, the meeting must be requested by not less than a majority of all the votes entitled to be cast at the meeting.

A breach of the Company’s privacy or information security systems could materially adversely affect the Company’s business and financial condition. The protection of tenant, employee, and company data is critically important to the Company. Our business requires us, including some of our vendors, to use and store personally identifiable and other sensitive information of its tenants and employees. The collection and use of personally identifiable information is governed by federal and state laws and regulations. Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with all such laws and regulations may increase the Company’s operating costs and adversely impact the Company’s ability to market the Company’s properties and services.
The security measures put in place by the Company, and such vendors, cannot provide absolute security, and the Company and our vendors' information technology infrastructure may be vulnerable to criminal cyber-attacks or data security incidents, including, ransom of data, such as, without limitation, tenant and/or employee information, due to employee error, malfeasance, or other vulnerabilities.  Any such incident could compromise the Company’s or such vendors' networks, and the information stored by the Company or such vendors could be accessed, misused, publicly disclosed, corrupted, lost, or stolen, resulting in fraud, including wire fraud related to Company assets, or other harm.  Moreover, if a data security incident or breach affects the Company’s systems or such vendors' systems or results in the unauthorized release of personally identifiable information, the Company’s reputation and brand could be materially damaged and the Company may be exposed to a risk of loss or litigation and possible liability, including, without limitation, loss related to the fact that agreements with such vendors, or such vendors' financial condition, may not allow the Company to recover all costs related to a cyber breach for which they alone or they and the Company should be jointly responsible for, which could result in a material adverse effect on the Company’s business, results of operations, and financial condition.
In the third quarter of 2014, the Company discovered and reported that certain of its computer networks containing personal and proprietary information were compromised by a cyber-intrusion. Based on information from our forensic investigation, the Company has confirmed that evidence exists of exfiltration of data on Company systems, but found no evidence that any individual's information or any Company data was misused.
Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks. In light of this network intrusion we discovered in the third quarter of 2014, we have dedicated additional Company resources to strengthening the security of the Company’s computer systems. In the future, the Company may expend additional resources to continue to enhance the Company’s information security measures and/or to investigate and remediate any information security vulnerabilities. Despite these steps, there can be no assurance that the Company will not suffer a similar data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on the Company’s systems, or that any such incident will be discovered in a timely manner. Further, the techniques used by criminals to obtain unauthorized access to sensitive data, such as phishing and other forms of human engineering, are increasing in sophistication and are often novel or change frequently; accordingly, the Company may be unable to anticipate these techniques or implement adequate preventative measures.
Expanding social media vehicles present new risks. The use of social media could cause us to suffer brand damage or information leakage. Negative posts or comments about us on any social networking website could damage our reputation. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks.
Employee theft or fraud could result in loss. Certain of our employees have access to, or signature authority with respect to, bank accounts or other Company assets, which exposes us to the risk of fraud or theft. In addition, certain employees have access to key information technology (IT) infrastructure and to tenant and other information that is commercially valuable. Should any employee compromise our IT systems, or misappropriate tenant or other information, we could incur losses, including significant financial or reputational harm, from which full recovery cannot be assured. We also may not have

insurance that covers any losses in full or that covers losses from particular criminal acts. As of December 31, 2016, potential liabilities for theft or fraud are not quantifiable and an estimate of possible loss cannot be made.
Any material weaknesses identified in the Company's internal control over financial reporting could have an adverse effect on the Company’s stock price. Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company to evaluate and report on its internal control over financial reporting. If the Company identifies one or more material weaknesses in its internal control over financial reporting, the Company could lose investor confidence in the accuracy and completeness of its financial reports, which in turn could have an adverse effect on the Company’s stock price.
Tax Risks
Sales of apartment communities could incur tax risks. If we are found to have held, acquired or developed a community primarily with the intent to resell the community, federal tax laws may limit our ability to sell the community without incurring a 100% tax on the gain on the sale of the community and potentially adversely impacting our status as a real estate investment trust (“REIT”) unless we own the community through one of our taxable REIT subsidiaries (“TRSs”).

There are various U.S. tax risks in connection with an investment in the Company and in Essex Portfolio, L.P. The Company is subject to various tax risks.  ESS has elected to be taxed as a REIT under the Internal Revenue Code. ESS’sThe Company’s qualification as a REIT requires it to satisfy numerous requirements (some on an annual and quarterly basis)requirements, including income, asset and distribution tests, established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations,interpretations. 

To qualify under the income test, (i) at least 75% of the Company’s annual gross income generally must be derived from rents from real property, mortgage interest, gain from the sale or other disposition of real property held for investment, dividends or other distributions on, and gain from the sale or other disposition of shares of other REITs and certain other limited categories of income and (ii) at least 95% of the Company’s annual gross income generally must be derived from the preceding sources plus other dividends, interest other than mortgage interest, and gain from the sale or other disposition of stock and securities held for investment. To qualify under the asset test, at the end of each quarter, at least 75% of the value of the Company’s assets must consist of cash, cash items, government securities and qualified real estate assets and there are significant additional limitations regarding the Company’s investment in securities other than government securities and qualified real estate assets, including limitations on the percentage of our assets that can be represented by the Company’s TRSs. To qualify under the distribution test, the Company generally must distribute to its shareholders each calendar year at least 90% of its REIT taxable income, determined before a deduction for dividends paid and excluding any net capital gain.  In addition, to the extent the Company satisfies the 90% test, but distributes less than 100% of its REIT taxable income, it will be subject to corporate income tax on such undistributed income and could be subject to an additional 4% excise tax. Because the Company needs to meet these tests to maintain its qualification as a REIT, it could cause the Company to have to forego certain business opportunities and potentially require the Company to liquidate otherwise attractive investments.

In addition to the income, asset and distribution tests described above, the Company’s qualification as a REIT involves the determination of various factual matters and circumstances not entirely within the Company’s control. Although ESSthe Company intends that its current organization and method of operation enable it to qualify as a REIT, it cannot assure you that it so qualifies or that it will be able to remain so qualified in the future. Future legislation, new regulations, administrative interpretations or court decisions (any of which could have retroactive effect) could adversely affect ESS’s ability to qualify as a REIT or adversely affectIf the Company’s stockholders.  If ESSCompany fails to qualify as a REIT in any taxable year, the Company would be subject to U.S. federal income tax (including any applicable alternative minimum tax) on the Company’s taxable income at corporate rates, and ESSthe Company would not be allowed to deduct dividends paid to its shareholdersstockholders in computing its taxable income. ESS mayThe Company would also be disqualified from treatment as a REIT for the four taxable years following the year in which ESSthe Company failed to qualify. The additional tax liability would reduce its net earnings available for investment or distribution to stockholders, and ESSthe Company would no longer be required to make distributions to its stockholders.  Even if ESS continuesstockholders for the purpose of maintaining REIT status.

Changes in tax laws, future legislation, new regulations, administrative interpretations or court decisions (any of which could have retroactive effect) could adversely affect the Company’s ability to qualify as a REIT or could generally result in REITs having fewer tax advantages, and  may lead REIT’s to determine that it will continuewould be more advantageous to elect to be taxed, for federal income tax purposes, as corporations.  Changes in the Code may not necessarily lead to conforming changes in the tax laws of various states. Some states use the legislative process to decide whether it is in their best interests to conform or not to various provisions of the Code. This could increase the complexity of our compliance efforts, increase compliance costs, and may subject us to certain federal, stateadditional taxes and local taxes on ESS’s  income and property.audit risk.
20

The Company has established several taxable REIT subsidiaries (“TRSs”).  Despite its qualification as a REIT, the Company’sTRSs. The TRSs must pay U.S. federal income tax on their taxable income. While the Company will attempt to ensure that its dealings with its TRSs do not adversely affect ESS’sits REIT qualification, it cannot provide assuranceassurances that it will successfully achieve that result. Furthermore, itthe Company may be subject to a 100% penalty tax, or its

TRSs may be denied deductions, to the extent its dealings withbetween the Company and its TRSs are not deemed to be arm’s length in nature. No assurances can be givenThe Company intends that the Company’sits dealings with its TRSs will be on an arm’s length basis. No assurances can be given, however, that the Internal Revenue Service will not assert a contrary position.

The Company owns interests in nature.multiple subsidiary REITs that have elected to be taxed as REITs under the Code. These subsidiary REITs are subject to the various REIT qualification requirements and other limitations that are applicable to the Company. If any of the Company’s subsidiary REITs were to fail to qualify as a REIT, then (i) the subsidiary REIT would become subject to federal income tax and (ii) the Company’s ownership of shares in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs.  If any of the Company’s subsidiary REITs were to fail to qualify as REITs, it is possible that the Company could also fail to qualify as a REIT.

From time to time, the Company may transfer or otherwise dispose of some of its Properties.properties.  Under the Internal Revenue Code, unless certain exceptions apply, any gain resulting from transfers of Propertiesproperties that the Company holds as inventory or primarily for sale to customers in the ordinary course of business wouldcould be treated as income from a prohibited transaction subject to a 100% penalty tax. Since the Company acquires properties for investment purposes, it does not believe that its occasional transfers or disposals of property areshould be treated as prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service may contend that certain transfers or disposals of properties by the Company are prohibited transactions. If the Internal Revenue Service were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then the Company would be required to pay a 100% penalty tax on any gain allocable to it from the prohibited transaction, and the Company’s ability to retain future gains onproceeds from real property sales may be jeopardized.  Income from a prohibited transaction might adversely affect ESS’s ability to satisfy the income tests for qualification as a REIT for U.S. federal income tax purposes.  Therefore, no assurances can be given that ESS will be able to satisfy the income tests for qualification as a REIT if the Company transferred or disposed of property in a transaction treated as a prohibited transaction.

Dividends received frompaid by REITs to U.S. stockholders that are individuals, trusts or estates are generally not eligible for the reduced tax rate applicable to be taxed at the preferential qualified dividend income ratesdividends received from non-REIT corporations (the current maximum rate on qualified dividends is 20%currently 23.8%) applicable to. Rather, U.S. individual, U.S.trust or estate stockholders who receive dividends from taxable subchapter C corporations.  With limited exceptions, dividends received by individual U.S. stockholders from the Companya REIT that are not designated as capital gain dividends will continue to be taxed on such dividends at rates applicable to ordinary income which are as high as 39.6%rates (at a current maximum rate of 43.4%). This may cause investors to view REIT investments to be less attractive than investments in non-REIT corporations, which in turn may adversely affect the value of stock in REITs, including the Company’s stock.

Non-U.S. investors that invest in the Company should be aware of the following U.S. federal income tax considerations in connection with such investment. First, distributions by the Company from its current and accumulated earnings and profits are subject to a 30% U.S. withholding tax in the hands of non-U.S. investors, unless the 30% is reduced by an applicable income tax treaty.  Such distributions may also be subject to a 30% withholding tax under the “Foreign Account Tax Compliance Act” (“FATCA”) unless a non-U.S. investor complies with certain requirements prescribed by FATCA. Second, distributions by the Company that are attributable to gains from dispositions of U.S. real property (“capital gain dividends”) will be treated as income that is effectively connected with a U.S. trade or business in the hands of a non-U.S. investor, such that a non-U.S. investor will have U.S. federal income tax payment and filing obligations with respect to capital gain dividends. Furthermore, capital gain dividends may be subject to an additional 30% “branch profits tax” (which may be reduced by an applicable income tax treaty) in the hands of a non-U.S. investor that is a corporation. Third, any gain derived by a non-U.S. investor on a disposition of such investor’s stock in the Company will subject such investor to U.S. federal income tax payment and filing requirements unless the Company is treated as a domestically-controlled REIT. A REIT is “domestically controlled” if  less than 50% of the REIT’s capital stock, by value, has been owned directly or indirectly by persons who are not qualifying U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. The Company believes that it is a domestically-controlled REIT, but no assurances can be given in this regard. Notwithstanding the foregoing, even if the Company were not a domestically-controlled REIT, under a special exception non-U.S. investors should not have U.S. federal income tax payment and filing obligations on capital gain dividends or a disposition of their stock in the Company if (i) they did not own more than 10% of such stock at any time during the one-year period ending on the date of the disposition, and (ii) the Company’s stock continues to be regularly traded on an established securities market located in the United States and certain other non-U.S. investors may also not be subject to these payment and filing obligations. Non-U.S. investors should consult with their independent advisors as to the above U.S. tax considerations and other U.S. tax consequences of an investment in the Company’s stock, in light of their particular circumstances.

The Company believes that its operating partnership, Essex Portfolio, L.P., will continue to be treated as a partnership for U.S. federal income tax purposes. As a partnership, Essex Portfolio, L.P. is not subject to U.S. federal income tax on its income.  Instead, each of its partners is required to pay tax on the partner’s allocable share of the income of Essex Portfolio, L.P. No assurances can be given, however, that the Internal Revenue Service will not challenge Essex Portfolio, L.P.’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge.  If the Internal Revenue Service were successful in treating Essex Portfolio, L.P. as a corporation for U.S. federal income tax purposes, the Company

could fail to meet the income tests and/or the asset tests applicable to REITs and, accordingly, cease to qualify as a REIT. Also, the failure of Essex Portfolio, L.P. to qualify as a partnership would cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for distribution to its partners.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company’s Portfolioportfolio as of December 31, 20132016 (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of 164245 operating apartment communities (comprising 34,079

(comprising 59,645 apartment units)homes), of which 15,725 units27,968 apartment homes are located in Southern California, 10,494 units19,480 apartment homes are located in the San Francisco Bay Area, and 7,860 units12,197 apartment homes are located in the Seattle metropolitan area. The Company’s apartment communities accounted for 97.5%99.4% of the Company’s revenues for the year ended December 31, 2013.2016.

Occupancy Rates

Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possiblepotential rental revenue.revenue (actual rental revenue for occupied apartment homes plus market rent for vacant apartment homes). When calculating actual rents for occupied unitsapartment homes and market rents for vacant units,apartment homes, delinquencies and concessions are not taken into account. Total possible rental revenue represents the value of all apartment units,homes, with occupied unitsapartment homes valued at contractual rental rates pursuant to leases and vacant unitsapartment homes valued at estimated market rents. The Company believes that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITsand the Company's calculation of financial occupancy may not be comparable to the Company’s calculation of financial occupancy.  occupancy as disclosed by other REITs. Market rates are determined using a variety of factors such as effective rental rates at the property based on recently signed leases and asking rates for comparable properties in the market. The recently signed effective rates at the property are used as the starting point in the determination of the market rates of vacant units.apartment homes. The Company then increases or decreases these rates based on the supply and demand in the apartment community’s market. The Company will check the reasonableness of these rents based on its position within the market and compare the rents against the asking rents by comparable properties in the market.
21

For communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While a community is in the lease-up phase, the Company’s primary motivation is to stabilize the property which may entail the use of rent concessions and other incentives, and thus financial occupancy which is based on contractual revenue is not considered the best metric to quantify occupancy.

Communities

The Company’s communities are primarily suburban garden-style communities and town homes comprising multiple clusters of two and three-story buildings situated on three to fifteen acres of land. As of December 31, 2013,2016, the Company’s communities include 113156 garden-style, 4683 mid-rise, and 56 high-rise communities. The communities have an average of approximately 208 units,243 apartment homes, with a mix of studio, one, two and some three-bedroom units.apartment homes. A wide variety of amenities are available at the Company’s communities, including covered parking, fireplaces, swimming pools, clubhouses with fitness facilities, volleyball and playground areas and tennis courts.
 
The Company hires, trains and supervises on-site service and maintenance personnel.  The Company believes that the following primary factors enhance the Company’s ability to retain tenants:
 
·located near employment centers;
·attractive communities that are well maintained; and
·proactive customer service.

Commercial Buildings

The Company’s corporate headquarters is located in two office buildings with approximately 31,900 square feet located at 925/935 East Meadow Drive, Palo Alto, California.   The Company owns an office building with approximately 110,000106,564 square feet located in Irvine, California, of which the Company occupies approximately 7,1508,000 square feet at December 31, 2013.2016. The Company owns Essex-Hollywood, a 35,00034,000 square foot commercial building and a 139,000 square foot retail site in Santa Clara, California as future development sites that are currently 100% leased.building.

The following tables describe the Company’s Portfoliooperating portfolio as of December 31, 2013.2016. The first table describes the Company’s communities and the second table describes the Company’s other real estate assets. (See Note 7 of the Company’s consolidated financial statements for more information about the Company’s secured mortgage debt and Schedule III for a list of secured mortgage loans related to the Company’s Portfolio.portfolio.)
 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
 
 
 
 
 
Square
 
Year
 
Year
 
 
Communities (1)
 
Location
 
Units
 
Footage
 
Built
 
Acquired
 
Occupancy(2)
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
Alpine Village
 
Alpine, CA
 
301
 
254,400
 
1971
 
2002
 
97%
Anavia
 
Anaheim, CA
 
250
 
312,343
 
2009
 
2010
 
96%
Barkley, The(3)(4)
 
Anaheim, CA
 
161
 
139,800
 
1984
 
2000
 
97%
Bonita Cedars
 
Bonita, CA
 
120
 
120,800
 
1983
 
2002
 
97%
Camarillo Oaks
 
Camarillo, CA
 
564
 
459,000
 
1985
 
1996
 
96%
Camino Ruiz Square
 
Camarillo, CA
 
160
 
105,448
 
1990
 
2006
 
98%
Mesa Village
 
Clairemont, CA
 
133
 
43,600
 
1963
 
2002
 
97%
Regency at EncinoEncino, CA
 
75
 
78,487
 
1989
 
2009
 
97%
Valley Park(4)
 
Fountain Valley, CA
 
160
 
169,700
 
1969
 
2001
 
98%
Capri at Sunny Hills(4)
 
Fullerton, CA
 
100
 
128,100
 
1961
 
2001
 
94%
Haver Hill(5)
 
Fullerton, CA
 
264
 
224,130
 
1973
 
2012
 
94%
Wilshire Promenade
 
Fullerton, CA
 
149
 
128,000
 
1992
 
1997
 
96%
Montejo(4)
 
Garden Grove, CA
 
124
 
103,200
 
1974
 
2001
 
96%
CBC Apartments
 
Goleta, CA
 
148
 
91,538
 
1962
 
2006
 
95%
The Sweeps
 
Goleta, CA
 
91
 
88,370
 
1967
 
2006
 
95%
416 on Broadway
 
Glendale, CA
 
115
 
126,782
 
2009
 
2010
 
97%
Hampton Court
 
Glendale, CA
 
83
 
71,500
 
1974
 
1999
 
97%
Hampton Place
 
Glendale, CA
 
132
 
141,500
 
1970
 
1999
 
97%
Devonshire
 
Hemet, CA
 
276
 
207,200
 
1988
 
2002
 
91%
Huntington Breakers
 
Huntington Beach, CA
 
342
 
241,700
 
1984
 
1997
 
96%
The Huntington
 
Huntington Beach, CA
 
276
 
202,256
 
1975
 
2012
 
96%
Axis 2300
 
Irvine, CA
 
115
 
170,714
 
2010
 
2010
 
96%
Hillsborough Park
 
La Habra, CA
 
235
 
215,500
 
1999
 
1999
 
97%
Trabuco Villas
 
Lake Forest, CA
 
132
 
131,000
 
1985
 
1997
 
97%
Madrid Apartments(6)
 
Mission Viejo, CA
 
230
 
228,099
 
2000
 
2012
 
96%
Marbrisa
 
Long Beach, CA
 
202
 
122,800
 
1987
 
2002
 
96%
Pathways
 
Long Beach, CA
 
296
 
197,700
 
1975(7)
 
1991
 
95%
Belmont Station
 
Los Angeles, CA
 
275
 
225,000
 
2008
 
2008
 
96%
Bellerive
 
Los Angeles, CA
 
63
 
79,296
 
2011
 
2011
 
98%
Bunker Hill
 
Los Angeles, CA
 
456
 
346,600
 
1968
 
1998
 
95%
Cochran Apartments
 
Los Angeles, CA
 
58
 
51,400
 
1989
 
1998
 
97%
Kings Road
 
Los Angeles, CA
 
196
 
132,100
 
1979
 
1997
 
94%
Gas Company Lofts(5)Los Angeles, CA
 
251
 
226,666
 
2004
 
2013
 
94%
Marbella, The
 
Los Angeles, CA
 
60
 
50,108
 
1991
 
2005
 
97%
Pacific Electric Lofts(6)
 
Los Angeles, CA
 
314
 
277,980
 
2006
 
2012
 
96%
Park Catalina
 
Los Angeles, CA
 
90
 
72,864
 
2002
 
2012
 
97%
Park Place
 
Los Angeles, CA
 
60
 
48,000
 
1988
 
1997
 
97%
Santee Court Los Angeles, CA
 
165
 
132,040
 
2004
 
2010
 
95%
Santee Village Los Angeles, CA
 
73
 
69,817
 
2011
 
2010
 
95%
Windsor Court
 
Los Angeles, CA
 
58
 
46,600
 
1988
 
1997
 
97%
Marina City Club(8) Marina Del Rey, CA
 
101
 
127,200
 
1971
 
2004
 
96%
Mirabella Marina Del Rey, CA
 
188
 
176,800
 
2000
 
2000
 
96%
Mira Monte
 
Mira Mesa, CA
 
355
 
262,600
 
1982
 
2002
 
96%
Hillcrest Park
 
Newbury Park, CA
 
608
 
521,900
 
1973
 
1998
 
97%
Fairways(9)
 
Newport Beach, CA
 
74
 
107,100
 
1972
 
1999
 
94%
Muse
 
North Hollywood, CA
 
152
 
135,292
 
2011
 
2011
 
97%
Country Villas
 
Oceanside, CA
 
180
 
179,700
 
1976
 
2002
 
96%
Mission Hills
 
Oceanside, CA
 
282
 
244,000
 
1984
 
2005
 
97%
Mariners Place
 
Oxnard, CA
 
105
 
77,200
 
1987
 
2000
 
98%
Monterey Villas
 
Oxnard, CA
 
122
 
122,100
 
1974
 
1997
 
98%
Tierra Vista
 
Oxnard, CA
 
404
 
387,100
 
2001
 
2001
 
96%
Arbors Parc Rose(6)
 
Oxnard, CA
 
373
 
503,196
 
2001
 
2011
 
95%
Monterra del Mar
 
Pasadena, CA
 
123
 
74,400
 
1972
 
1997
 
96%
Monterra del Rey
 
Pasadena, CA
 
84
 
73,100
 
1972
 
1999
 
96%
Monterra del Sol
 
Pasadena, CA
 
85
 
69,200
 
1972
 
1999
 
96%
Villa Angelina(4)
 
Placentia, CA
 
256
 
217,600
 
1970
 
2001
 
97%
 
 
 
 
 
 
 
 
 
 
 
 
(continued)

23
    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Southern California            
Alpine Village Alpine, CA 301
 254,400
 1971 2002 97%
 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
 
 
 
 
 
Square
 
Year
 
Year
 
 
Communities (1)
 
Location
 
Units
 
Footage
 
Built
 
Acquired
 
Occupancy(2)
Southern California (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Fountain Park Playa Vista, CA
 
705
 
608,900
 
2002
 
2004
 
97%
Highridge(4)
 
Rancho Palos Verdes, CA255
 
290,200
 
1972(10)
 
1997
 
94%
CentrePointe
 
San Diego, CA
 
224
 
126,700
 
1974(11)
 
1997
 
90%
Summit Park
 
San Diego, CA
 
300
 
229,400
 
1972
 
2002
 
97%
Domain
 
San Diego, CA
 
379
 
345,044
 
2013
 
2013
 
82%
Vista Capri - North
 
San Diego, CA
 
106
 
51,800
 
1975
 
2002
 
97%
Essex Skyline at MacArthur Place (12)
 
Santa Ana, CA
 
349
 
512,791
 
2008
 
2012
 
95%
Fairhaven(4)
 
Santa Ana, CA
 
164
 
135,700
 
1970
 
2001
 
97%
Hope Ranch Collection
 
Santa Barbara, CA
 
108
 
126,700
 
1965&73
 
2007
 
97%
Hidden Valley(13) Simi Valley, CA
 
324
 
310,900
 
2004
 
2004
 
96%
Meadowood
 
Simi Valley, CA
 
320
 
264,500
 
1986
 
1996
 
97%
Shadow Point Spring Valley, CA
 
172
 
131,200
 
1983
 
2002
 
95%
Coldwater Canyon Studio City, CA
 
39
 
34,125
 
1979
 
2007
 
97%
Allegro Valley Village, CA
 
97
 
127,812
 
2010
 
2010
 
98%
Lofts at Pinehurst, The Ventura, CA
 
118
 
71,100
 
1971
 
1997
 
97%
Pinehurst(14) Ventura, CA
 
28
 
21,200
 
1973
 
2004
 
97%
Woodside Village Ventura, CA
 
145
 
136,500
 
1987
 
2004
 
97%
Walnut Heights
 
Walnut, CA
 
163
 
146,700
 
1964
 
2003
 
96%
Reveal(6)
 
Woodland Hills, CA
 
438
 
414,892
 
2010
 
2011
 
95%
Avondale at Warner Center
 
Woodland Hills, CA
 
446
 
331,000
 
1970(15)
 
1997
 
97%
 
 
 
 
15,725
 
13,957,790
 
 
 
 
 
96%
Northern California
 
 
 
 
 
 
 
 
 
 
 
 
Belmont Terrace
 
Belmont, CA
 
71
 
72,951
 
1974
 
2006
 
97%
Davey Glen(16)
 
Belmont, CA
 
69
 
65,974
 
1962
 
2006
 
96%
Fourth and U
 
Berkeley, CA
 
171
 
146,255
 
2010
 
2010
 
96%
Commons, The
 
Campbell, CA
 
264
 
153,168
 
1973
 
2010
 
98%
Pointe at Cupertino, The
 
Cupertino, CA
 
116
 
135,200
 
1963(17)
 
1998
 
93%
Stevenson Place
 
Fremont, CA
 
200
 
146,200
 
1971
 
1983
 
96%
Boulevard
 
Fremont, CA
 
172
 
131,200
 
1978(18)
 
1996
 
97%
Briarwood(6)
 
Fremont, CA
 
160
 
111,160
 
1975
 
2011
 
98%
The Woods(6)
 
Fremont, CA
 
160
 
105,280
 
1978
 
2011
 
98%
City View
 
Hayward, CA
 
572
 
462,400
 
1975(19)
 
1998
 
97%
Alderwood Park(16)
 
Newark, CA
 
96
 
74,624
 
1987
 
2006
 
97%
Bridgeport Newark, CA
 
184
 
139,000
 
1987(20)
 
1987
 
96%
Regency at Mountain View(5)Mountain View, CA
 
142
 
127,600
 
1970
 
2013
 
93%
The Grand Oakland, CA
 
243
 
205,026
 
2009
 
2009
 
97%
San Marcos Richmond, CA
 
432
 
407,600
 
2003
 
2003
 
97%
Mt. Sutro San Francisco, CA
 
99
 
64,000
 
1973
 
2001
 
93%
Park West
 
San Francisco, CA
 
126
 
90,060
 
1958
 
2012
 
92%
Fox Plaza
 
San Francisco, CA
 
444
 
230,017
 
1968
 
2013
 
94%
Bennett Lofts
 
San Francisco, CA
 
147
 
184,607
 
2004
 
2012
 
81%
Epic, Phase I(21)San Jose, CA
 
280
 
249,080
 
2013
 
2013
 
49%
101 San Fernando
 
San Jose, CA
 
323
 
296,078
 
2001
 
2010
 
96%
Willow Lake
 
San Jose, CA
 
508
 
471,744
 
1989
 
2012
 
95%
Bella Villagio
 
San Jose, CA
 
231
 
227,511
 
2004
 
2010
 
97%
Carlyle, The
 
San Jose, CA
 
132
 
129,200
 
2000
 
2000
 
98%
Esplanade
 
San Jose, CA
 
278
 
279,000
 
2002
 
2004
 
97%
Waterford, The
 
San Jose, CA
 
238
 
219,600
 
2000
 
2000
 
97%
Hillsdale Garden
 
San Mateo, CA
 
697
 
611,505
 
1948
 
2006
 
97%
Bel Air
 
San Ramon, CA
 
462
 
391,000
 
1988/2000
 
1997
 
95%
Canyon Oaks
 
San Ramon, CA
 
250
 
237,894
 
2005
 
2007
 
97%
Foothill Gardens
 
San Ramon, CA
 
132
 
155,100
 
1985
 
1997
 
95%
Mill Creek at Windermere
 
San Ramon, CA
 
400
 
381,060
 
2005
 
2007
 
97%
Twin Creeks
 
San Ramon, CA
 
44
 
51,700
 
1985
 
1997
 
95%
1000 Kiely
 
Santa Clara, CA
 
121
 
128,486
 
1971
 
2011
 
93%
Le Parc Luxury Apartments
 
Santa Clara, CA
 
140
 
113,200
 
1975
 
1994
 
97%
Marina Cove(22)
 
Santa Clara, CA
 
292
 
250,200
 
1974(23)
 
1994
 
94%
Riley Square(6)
 
Santa Clara, CA
 
156
 
126,900
 
1972
 
2012
 
96%
Chestnut Street
 
Santa Cruz, CA
 
96
 
87,640
 
2002
 
2008
 
94%
Harvest Park
 
Santa Rosa, CA
 
104
 
116,628
 
2004
 
2007
 
96%
Bristol Commons
 
Sunnyvale, CA
 
188
 
142,600
 
1989
 
1997
 
97%
 
 
 
 
 
 
 
 
 
 
 
 
(continued)

24
    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Anavia Anaheim, CA 250
 312,343
 2009 2010 96%
Barkley, The (3)(4)
 Anaheim, CA 161
 139,800
 1984 2000 97%
Park Viridian Anaheim, CA 320
 254,600
 2008 2014 97%
Bonita Cedars Bonita, CA 120
 120,800
 1983 2002 97%
Camarillo Oaks Camarillo, CA 564
 459,000
 1985 1996 97%
Camino Ruiz Square Camarillo, CA 159
 105,448
 1990 2006 97%
Enclave at Town Square (18)
 Chino Hills, CA 124
 89,948
 1987 2014 98%
The Summit (5)
 Chino Hills, CA 125
 98,420
 1989 2014 98%
Pinnacle at Otay Ranch I & II Chula Vista, CA 364
 384,192
 2001 2014 96%
Mesa Village Clairemont, CA 133
 43,600
 1963 2002 97%
Villa Siena Costa Mesa, CA 272
 262,842
 1974 2014 96%
Emerald Pointe Diamond Bar, CA 160
 134,816
 1989 2014 97%
Regency at Encino Encino, CA 75
 78,487
 1989 2009 97%
The Havens (18)
 Fountain Valley, CA 440
 414,040
 1969 2014 96%
Valley Park (4)
 Fountain Valley, CA 160
 169,700
 1969 2001 98%
Capri at Sunny Hills (4)
 Fullerton, CA 102
 128,100
 1961 2001 97%
Haver Hill (5)
 Fullerton, CA 264
 224,130
 1973 2012 96%
Pinnacle at Fullerton Fullerton, CA 192
 174,336
 2004 2014 96%
Wilshire Promenade Fullerton, CA 149
 128,000
 1992 1997 96%
Montejo Apartments (4)
 Garden Grove, CA 124
 103,200
 1974 2001 97%
CBC Goleta, CA 148
 91,538
 1962 2006 96%
The Sweeps Goleta, CA 91
 88,370
 1967 2006 96%
416 on Broadway Glendale, CA 115
 126,782
 2009 2010 97%
Hampton Court Glendale, CA 83
 71,500
 1974 1999 94%
Hampton Place Glendale, CA 132
 141,500
 1970 1999 94%
Devonshire Hemet, CA 276
 207,200
 1988 2002 97%
Huntington Breakers Huntington Beach, CA 342
 241,700
 1984 1997 96%
The Huntington Huntington Beach, CA 276
 202,256
 1975 2012 96%
Axis 2300 Irvine, CA 115
 170,714
 2010 2010 97%
Hillsborough Park (24)
 La Habra, CA 235
 215,500
 1999 1999 96%
Village Green La Habra, CA 272
 175,762
 1971 2014 97%
The Palms at Laguna Niguel Laguna Niguel, CA 460
 362,136
 1988 2014 96%
Trabuco Villas Lake Forest, CA 132
 131,000
 1985 1997 98%
Marbrisa Long Beach, CA 202
 122,800
 1987 2002 96%
Pathways at Bixby Village Long Beach, CA 296
 197,700
 1975 1991 96%
8th & Hope Los Angeles, CA 290
 298,437
 2014 2015 96%
5600 Wilshire Los Angeles, CA 284
 243,910
 2008 2014 96%
Alessio Los Angeles, CA 624
 552,716
 2001 2014 95%
Ashton Sherman Village Los Angeles, CA 264
 296,186
 2014 2016 100%
Avant Los Angeles, CA 440
 305,989
 2014 2015 95%
The Avery (4)
 Los Angeles, CA 121
 129,393
 2014 2014 98%
Bellerive Los Angeles, CA 63
 79,296
 2011 2011 97%
Belmont Station Los Angeles, CA 275
 225,000
 2009 2009 98%
Bunker Hill Los Angeles, CA 456
 346,600
 1968 1998 90%
Catalina Gardens Los Angeles, CA 128
 117,585
 1987 2014 96%
Cochran Apartments Los Angeles, CA 58
 51,400
 1989 1998 96%
Emerson Valley Village Los Angeles, CA 144
 179,060
 2012 2016 100%
Gas Company Lofts (5)
 Los Angeles, CA 251
 226,666
 2004 2013 96%

 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
 
 
 
 
 
Square
 
Year
 
Year
 
 
Communities (1)
 
Location
 
Units
 
Footage
 
Built
 
Acquired
 
Occupancy(2)
Northern California (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Brookside Oaks(4)
 
Sunnyvale, CA
 
170
 
119,900
 
1973
 
2000
 
95%
Magnolia Lane(24)
 
Sunnyvale, CA
 
32
 
31,541
 
2001
 
2007
 
94%
Magnolia Square(4)
 
Sunnyvale, CA
 
156
 
110,824
 
1969
 
2007
 
94%
Montclaire, The
 
Sunnyvale, CA
 
390
 
294,100
 
1973(25)
 
1988
 
97%
Reed Square
 
Sunnyvale, CA
 
100
 
95,440
 
1970
 
2012
 
97%
Summerhill Park
 
Sunnyvale, CA
 
100
 
78,500
 
1988
 
1988
 
98%
Windsor Ridge
 
Sunnyvale, CA
 
216
 
161,800
 
1989
 
1989
 
97%
Via
 
Sunnyvale, CA
 
284
 
309,421
 
2011
 
2011
 
97%
Vista Belvedere
 
Tiburon, CA
 
76
 
78,300
 
1963
 
2004
 
93%
Tuscana
 
Tracy, CA
 
30
 
29,088
 
2007
 
2007
 
100%
 
 
 
 
10,494
 
9,027,362
 
 
 
 
 
96%
Seattle, Washington Metropolitan Area
 
 
 
 
 
 
 
 
 
 
 
 
Cedar Terrace
 
Bellevue, WA
 
180
 
174,200
 
1984
 
2005
 
97%
Courtyard off Main
 
Bellevue, WA
 
109
 
108,388
 
2000
 
2010
 
96%
Emerald Ridge
 
Bellevue, WA
 
180
 
144,000
 
1987
 
1994
 
97%
Foothill Commons
 
Bellevue, WA
 
388
 
288,300
 
1978(26)
 
1990
 
95%
Palisades, The
 
Bellevue, WA
 
192
 
159,700
 
1977
 
1990
 
97%
Sammamish View
 
Bellevue, WA
 
153
 
133,500
 
1986
 
1994
 
97%
Woodland Commons
 
Bellevue, WA
 
302
 
220,066
 
1978(27)
 
1990
 
96%
Canyon Pointe
 
Bothell, WA
 
250
 
210,400
 
1990
 
2003
 
97%
Inglenook Court
 
Bothell, WA
 
224
 
183,600
 
1985
 
1994
 
96%
Salmon Run at Perry Creek
 
Bothell, WA
 
132
 
117,100
 
2000
 
2000
 
98%
Stonehedge Village
 
Bothell, WA
 
196
 
214,800
 
1986
 
1997
 
97%
Highlands at Wynhaven
 
Issaquah, WA
 
333
 
424,674
 
2000
 
2008
 
95%
Park Hill at Issaquah
 
Issaquah, WA
 
245
 
277,700
 
1999
 
1999
 
97%
Wandering Creek
 
Kent, WA
 
156
 
124,300
 
1986
 
1995
 
97%
Ascent
 
Kirkland, WA
 
90
 
75,840
 
1988
 
2012
 
95%
Bridle Trails
 
Kirkland, WA
 
108
 
99,700
 
1986(28)
 
1997
 
96%
Corbella at Juanita Bay
 
Kirkland, WA
 
169
 
103,339
 
1978
 
2010
 
96%
Evergreen Heights
 
Kirkland, WA
 
200
 
188,300
 
1990
 
1997
 
96%
Slater 116
 
Kirkland, WA
 
108
 
81,415
 
2013
 
2013
 
60%
Montebello
 
Kirkland, WA
 
248
 
272,734
 
1996
 
2012
 
97%
Laurels at Mill Creek
 
Mill Creek, WA
 
164
 
134,300
 
1981
 
1996
 
97%
The Elliot at Mukilteo(4)
 
Mukilteo, WA
 
301
 
245,900
 
1981
 
1997
 
94%
Castle Creek
 
Newcastle, WA
 
216
 
191,900
 
1997
 
1997
 
96%
Delano/Bon Terra
 
Redmond, WA
 
126
 
116,340
 
2011/2005
 
2011/2012
 
97%
Elevation
 
Redmond, WA
 
157
 
138,916
 
1986
 
2010
 
95%
Vesta(6)
 
Redmond, WA
 
440
 
381,675
 
1998
 
2011
 
94%
Redmond Hill West(6)
 
Redmond, WA
 
442
 
350,275
 
1985
 
2011
 
97%
Brighton Ridge
 
Renton, WA
 
264
 
201,300
 
1986
 
1996
 
97%
Fairwood Pond
 
Renton, WA
 
194
 
189,200
 
1997
 
2004
 
97%
Forest View
 
Renton, WA
 
192
 
182,500
 
1998
 
2003
 
97%
The Bernard
 
Seattle, WA
 
63
 
43,151
 
2008
 
2011
 
97%
AnnalieseSeattle, WA
 
56
 
48,216
 
2009
 
2013
 
94%
VoxSeattle, WA
 
58
 
42,173
 
2013
 
2013
 
96%
Expo(29)Seattle, WA
 
275
 
190,176
 
2012
 
2012
 
96%
Cairns, The
 
Seattle, WA
 
100
 
70,806
 
2006
 
2007
 
96%
Domaine
 
Seattle, WA
 
92
 
79,421
 
2009
 
2012
 
95%
Fountain Court
 
Seattle, WA
 
320
 
207,000
 
2000
 
2000
 
94%
Joule (30)
 
Seattle, WA
 
295
 
191,109
 
2010
 
2010
 
96%
Wharfside Pointe
 
Seattle, WA
 
142
 
119,200
 
1990
 
1994
 
93%
 
 
 
 
7,860
 
6,725,614
 
 
 
 
 
96%
Total/Weighted Average
 
 
 
34,079
 
29,710,766
 
 
 
 
 
96%
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
 
 
 
 
 
Square
 
Year
 
Year
 
 
Other real estate assets(1)
 
Location
 
Tenants
 
Footage
 
Built
 
Acquired
 
Occupancy(2)
925 / 935 East Meadow Drive(31)
 
Palo Alto, CA
 
1
 
31,900
 
1988 / 1962
 
1997 / 2007
 
100%
6230 Sunset Blvd(32)
 
Los Angeles, CA
 
1
 
35,000
 
1938
 
2006
 
100%
17461 Derian Ave(33)
 
Irvine, CA
 
6
 
110,000
 
1983
 
2000
 
93%
Santa Clara Retail Santa Clara, CA
 
3
 
139,000
 
1970
 
2011
 
100%
 
 
 
 
11
 
315,900
 
 
 
 
 
99%

25
    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Jefferson at Hollywood Los Angeles, CA 270
 238,119
 2010 2014 95%
Kings Road Los Angeles, CA 196
 132,100
 1979 1997 97%
Marbella Los Angeles, CA 60
 50,108
 1991 2005 96%
Pacific Electric Lofts (6)
 Los Angeles, CA 314
 277,980
 2006 2012 95%
Park Catalina Los Angeles, CA 90
 72,864
 2002 2012 96%
Park Place Los Angeles, CA 60
 48,000
 1988 1997 96%
Regency Palm Court (5)
 Los Angeles, CA 116
 54,844
 1987 2014 95%
Santee Court Los Angeles, CA 165
 132,040
 2004 2010 97%
Santee Village Los Angeles, CA 73
 69,817
 2011 2011 97%
Tiffany Court Los Angeles, CA 101
 74,538
 1987 2014 98%
Wilshire La Brea Los Angeles, CA 478
 354,972
 2014 2014 96%
Windsor Court (5)
 Los Angeles, CA 95
 51,266
 1987 2014 96%
Windsor Court Los Angeles, CA 58
 46,600
 1988 1997 96%
Aqua Marina Del Rey Marina Del Rey, CA 500
 479,312
 2001 2014 96%
Marina City Club (7)
 Marina Del Rey, CA 101
 127,200
 1971 2004 97%
Mirabella Marina Del Rey, CA 188
 176,800
 2000 2000 97%
Mira Monte Mira Mesa, CA 354
 262,600
 1982 2002 97%
Madrid (6)
 Mission Viejo, CA 230
 228,099
 2000 2012 97%
Hillcrest Park Newbury Park, CA 608
 521,900
 1973 1998 96%
Fairway Apartments at Big Canyon (8)
 Newport Beach, CA 74
 107,100
 1972 1999 96%
Muse North Hollywood, CA 152
 135,292
 2011 2011 97%
Country Villas Oceanside, CA 180
 179,700
 1976 2002 97%
Mission Hills Oceanside, CA 282
 244,000
 1984 2005 97%
Renaissance at Uptown Orange Orange, CA 460
 432,836
 2007 2014 97%
Mariner's Place Oxnard, CA 105
 77,200
 1987 2000 96%
Monterey Villas Oxnard, CA 122
 122,100
 1974 1997 96%
Tierra Vista Oxnard, CA 404
 387,100
 2001 2001 97%
Arbors at Parc Rose (6)
 Oxnard, CA 373
 503,196
 2001 2011 96%
The Hallie Pasadena, CA 292
 216,700
 1972 1997 94%
The Stuart Pasadena, CA 188
 168,630
 2007 2014 96%
Villa Angelina (4)
 Placentia, CA 256
 217,600
 1970 2001 97%
Fountain Park Playa Vista, CA 705
 608,900
 2002 2004 97%
Highridge (4)
 Rancho Palos Verdes, CA 255
 290,200
 1972 1997 97%
Cortesia Rancho Santa Margarita, CA 308
 277,580
 1999 2014 97%
Pinnacle at Talega San Clemente, CA 362
 355,764
 2002 2014 96%
Allure at Scripps Ranch San Diego, CA 194
 207,052
 2002 2014 97%
Bernardo Crest San Diego, CA 216
 205,548
 1988 2014 97%
Cambridge Park San Diego, CA 320
 317,958
 1998 2014 96%
Carmel Creek San Diego, CA 348
 384,216
 2000 2014 95%
Carmel Landing San Diego, CA 356
 283,426
 1989 2014 97%
Carmel Summit San Diego, CA 246
 225,880
 1989 2014 97%
CentrePointe San Diego, CA 224
 126,700
 1974 1997 96%
Domain San Diego, CA 379
 345,044
 2013 2013 96%
Esplanade (18)
 San Diego, CA 616
 479,600
 1986 2014 96%
Form 15 San Diego, CA 242
 184,190
 2014 2016 96%
Montanosa San Diego, CA 472
 414,968
 1990 2014 96%

Table of Contents
    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Summit Park San Diego, CA 300
 229,400
 1972 2002 96%
Essex Skyline (9)
 Santa Ana, CA 349
 512,791
 2008 2010 96%
Fairhaven Apartments (4)
 Santa Ana, CA 164
 135,700
 1970 2001 97%
Parkside Court (18)
 Santa Ana, CA 210
 152,400
 1986 2014 97%
Pinnacle at MacArthur Place Santa Ana, CA 253
 262,867
 2002 2014 96%
Hope Ranch Santa Barbara, CA 108
 126,700
 1965 2007 98%
Bridgeport Coast (19)
 Santa Clarita, CA 188
 168,198
 2006 2014 97%
Hidden Valley (10)
 Simi Valley, CA 324
 310,900
 2004 2004 98%
Meadowood (24)
 Simi Valley, CA 320
 264,500
 1986 1996 96%
Shadow Point Spring Valley, CA 172
 131,200
 1983 2002 97%
The Fairways at Westridge (19)
 Valencia, CA 234
 223,330
 2004 2014 96%
The Vistas of West Hills (19)
 Valencia, CA 220
 221,119
 2009 2014 96%
Allegro Valley Village, CA 97
 127,812
 2010 2010 98%
Lofts at Pinehurst, The Ventura, CA 118
 71,100
 1971 1997 97%
Pinehurst (11)
 Ventura, CA 28
 21,200
 1973 2004 98%
Woodside Village Ventura, CA 145
 136,500
 1987 2004 97%
Walnut Heights Walnut, CA 163
 146,700
 1964 2003 97%
The Dylan West Hollywood, CA 184
 150,678
 2014 2014 96%
The Huxley West Hollywood, CA 187
 154,776
 2014 2014 95%
Reveal Woodland Hills, CA 438
 414,892
 2010 2011 96%
Avondale at Warner Center Woodland Hills, CA 446
 331,000
 1970 1999 97%
    27,968

24,870,300
     96%
Northern California            
Belmont Terrace Belmont, CA 71
 72,951
 1974 2006 96%
Fourth & U Berkeley, CA 171
 146,255
 2010 2010 96%
The Commons Campbell, CA 264
 153,168
 1973 2010 97%
Pointe at Cupertino Cupertino, CA 116
 135,200
 1963 1998 97%
Connolly Station (20)
 Dublin, CA 309
 286,348
 2014 2014 97%
Avenue 64 Emeryville, CA 224
 196,896
 2007 2014 96%
Emme (20)
 Emeryville, CA 190
 148,935
 2015 2015 97%
Foster's Landing Foster City, CA 490
 415,130
 1987 2014 97%
Stevenson Place Fremont, CA 200
 146,200
 1975 2000 93%
Mission Peaks Fremont, CA 453
 404,034
 1995 2014 93%
Mission Peaks II Fremont, CA 336
 294,720
 1989 2014 95%
Paragon Apartments Fremont, CA 301
 267,047
 2013 2014 97%
Boulevard Fremont, CA 172
 131,200
 1978 1996 93%
Briarwood (6)
 Fremont, CA 160
 111,160
 1978 2011 94%
The Woods (6)
 Fremont, CA 160
 105,280
 1978 2011 96%
City Centre (19)
 Hayward, CA 192
 175,420
 2000 2014 97%
City View Hayward, CA 572
 462,400
 1975 1998 97%
Lafayette Highlands Lafayette, CA 150
 151,790
 1973 2014 97%
Apex Milpitas, CA 366
 350,961
 2014 2014 96%
Regency at Mountain View (5)
 Mountain View, CA 142
 127,600
 1970 2013 93%
Bridgeport (24)
 Newark, CA 184
 139,000
 1987 1987 97%
The Landing at Jack London Square Oakland, CA 282
 257,796
 2001 2014 96%
The Grand Oakland, CA 243
 205,026
 2009 2009 97%
Radius Redwood City, CA 264
 245,862
 2015 2015 96%

    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
San Marcos Richmond, CA 432
 407,600
 2003 2003 96%
Bennett Lofts San Francisco, CA 165
 184,713
 2004 2012 95%
Fox Plaza San Francisco, CA 443
 230,017
 1968 2013 95%
MB 360 San Francisco, CA 360
 441,489
 2014 2014 92%
Mosso (20)
 San Francisco, CA 463
 607,549
 2014 2014 96%
Park West San Francisco, CA 126
 90,060
 1958 2012 94%
101 San Fernando San Jose, CA 323
 296,078
 2001 2010 96%
Bella Villagio San Jose, CA 231
 227,511
 2004 2010 97%
Enso San Jose, CA 183
 179,562
 2014 2015 96%
Epic (20)
 San Jose, CA 769
 660,030
 2013 2013 95%
Esplanade San Jose, CA 278
 279,000
 2002 2004 96%
Fountains at River Oaks San Jose, CA 226
 209,954
 1990 2014 97%
Marquis (21)
 San Jose, CA 166
 136,467
 2015 2016 91%
Mio San Jose, CA 103
 92,405
 2015 2016 97%
Museum Park San Jose, CA 117
 121,329
 2002 2014 97%
One South Market (23)
 San Jose, CA 312
 283,268
 2015 2015 96%
Palm Valley (15)
 San Jose, CA 1,098
 1,132,284
 2008 2014 95%
The Carlyle (24)
 San Jose, CA 132
 129,200
 2000 2000 96%
The Waterford San Jose, CA 238
 219,600
 2000 2000 97%
Willow Lake San Jose, CA 508
 471,744
 1989 2012 97%
Lakeshore Landing San Mateo, CA 308
 223,972
 1988 2014 96%
Hillsdale Garden San Mateo, CA 697
 611,505
 1948 2006 97%
Park 20 (20)
 San Mateo, CA 197
 140,547
 2015 2015 96%
Deer Valley San Rafael, CA 171
 167,238
 1996 2014 96%
Bel Air San Ramon, CA 462
 391,000
 1988 1995 97%
Canyon Oaks San Ramon, CA 250
 237,894
 2005 2007 98%
Crow Canyon San Ramon, CA 400
 337,064
 1992 2014 96%
Foothill Gardens San Ramon, CA 132
 155,100
 1985 1997 97%
Mill Creek at Windermere San Ramon, CA 400
 381,060
 2005 2007 98%
Twin Creeks San Ramon, CA 44
 51,700
 1985 1997 97%
1000 Kiely Santa Clara, CA 121
 128,486
 1971 2011 97%
Le Parc Santa Clara, CA 140
 113,200
 1975 1994 98%
Marina Cove (13)
 Santa Clara, CA 292
 250,200
 1974 1994 96%
Riley Square (6)
 Santa Clara, CA 156
 126,900
 1972 2012 96%
Villa Granada Santa Clara, CA 270
 238,841
 2010 2014 97%
Chestnut Street Apartments Santa Cruz, CA 96
 87,640
 2002 2008 97%
Bristol Commons Sunnyvale, CA 188
 142,600
 1989 1995 97%
Brookside Oaks (4)
 Sunnyvale, CA 170
 119,900
 1973 2000 97%
Lawrence Station Sunnyvale, CA 336
 297,188
 2012 2014 97%
Magnolia Lane (14)
 Sunnyvale, CA 32
 31,541
 2001 2007 97%
Magnolia Square (4)
 Sunnyvale, CA 156
 110,824
 1963 2007 97%
Montclaire Sunnyvale, CA 390
 294,100
 1973 1988 97%
Reed Square Sunnyvale, CA 100
 95,440
 1970 2011 97%
Solstice Sunnyvale, CA 280
 257,659
 2014 2014 96%
Summerhill Park Sunnyvale, CA 100
 78,500
 1988 1988 96%
Via Sunnyvale, CA 284
 309,421
 2011 2011 98%
Windsor Ridge Sunnyvale, CA 216
 161,800
 1989 1989 97%
Vista Belvedere Tiburon, CA 76
 78,300
 1963 2004 93%

    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Verandas (19)
 Union City, CA 282
 199,092
 1989 2014 96%
Agora(22)
 Walnut Creek, CA 49
 106,228
 2016 2016 71%
    19,480
 17,455,179
     96%
Seattle, Washington Metropolitan Area          
Belcarra Bellevue, WA 296
 241,567
 2009 2014 96%
BellCentre Bellevue, WA 248
 181,288
 2001 2014 96%
Cedar Terrace Bellevue, WA 180
 174,200
 1984 2005 96%
Courtyard off Main Bellevue, WA 110
 108,388
 2000 2010 97%
Ellington Bellevue, WA 220
 165,794
 1994 2014 95%
Emerald Ridge Bellevue, WA 180
 144,000
 1987 1994 96%
Foothill Commons Bellevue, WA 394
 288,300
 1978 1990 96%
Palisades, The Bellevue, WA 192
 159,700
 1977 1990 97%
Park Highland Bellevue, WA 250
 224,750
 1993 2014 95%
Piedmont Bellevue, WA 396
 348,969
 1969 2014 96%
Sammamish View Bellevue, WA 153
 133,500
 1986 1994 97%
Woodland Commons Bellevue, WA 302
 217,878
 1978 1990 95%
Bothell Ridge (18)
 Bothell, WA 214
 167,370
 1988 2014 96%
Canyon Pointe Bothell, WA 250
 210,400
 1990 2003 96%
Inglenook Court Bothell, WA 224
 183,600
 1985 1994 97%
Pinnacle Sonata Bothell, WA 268
 343,095
 2000 2014 96%
Salmon Run at Perry Creek Bothell, WA 132
 117,100
 2000 2000 97%
Stonehedge Village Bothell, WA 196
 214,800
 1986 1997 97%
Highlands at Wynhaven Issaquah, WA 333
 424,674
 2000 2008 95%
Park Hill at Issaquah Issaquah, WA 245
 277,700
 1999 1999 96%
Wandering Creek Kent, WA 156
 124,300
 1986 1995 97%
Ascent Kirkland, WA 90
 75,840
 1988 2012 97%
Bridle Trails Kirkland, WA 108
 99,700
 1986 1997 97%
Corbella at Juanita Bay Kirkland, WA 169
 103,339
 1978 2010 96%
Evergreen Heights Kirkland, WA 200
 188,300
 1990 1997 96%
Slater 116 Kirkland, WA 108
 81,415
 2013 2013 96%
Montebello Kirkland, WA 248
 272,734
 1996 2012 95%
Aviara (12)
 Mercer Island, WA 166
 147,033
 2013 2014 96%
Laurels at Mill Creek Mill Creek, WA 164
 134,300
 1981 1996 97%
Parkwood at Mill Creek Mill Creek, WA 240
 257,160
 1989 2014 96%
The Elliot at Mukilteo (4)
 Mukilteo, WA 301
 245,900
 1981 1997 96%
Castle Creek Newcastle, WA 216
 191,900
 1998 1998 97%
Delano Redmond, WA 126
 116,340
 2005 2011 97%
Elevation Redmond, WA 158
 138,916
 1986 2010 97%
Redmond Hill (6)
 Redmond, WA 442
 350,275
 1985 2011 96%
Shadowbrook Redmond, WA 418
 338,880
 1986 2014 96%
The Trails of Redmond Redmond, WA 423
 376,000
 1985 2014 97%
Vesta (6)
 Redmond, WA 440
 381,675
 1998 2011 97%
Brighton Ridge Renton, WA 264
 201,300
 1986 1996 96%
Fairwood Pond Renton, WA 194
 189,200
 1997 2004 97%
Forest View Renton, WA 192
 182,500
 1998 2003 97%
Pinnacle on Lake Washington Renton, WA 180
 190,908
 2001 2014 96%
Annaliese Seattle, WA 56
 48,216
 2009 2013 96%
The Audrey at Belltown Seattle, WA 137
 94,119
 1992 2014 96%

    Apartment Rentable Year Year  
Communities (1)
 Location Homes Square Footage Built Acquired 
Occupancy(2)
Ballinger Commons (18)
 Seattle, WA 485
 407,253
 1989 2014 96%
The Bernard Seattle, WA 63
 43,151
 2008 2011 96%
Cairns, The Seattle, WA 100
 70,806
 2006 2007 97%
Citywalk (18)
 Seattle, WA 102
 92,010
 1988 2014 97%
Collins on Pine Seattle, WA 76
 48,733
 2013 2014 97%
Domaine Seattle, WA 92
 79,421
 2009 2012 97%
Expo (15)
 Seattle, WA 275
 190,176
 2012 2012 97%
Fountain Court Seattle, WA 320
 207,000
 2000 2000 96%
Joule (16)
 Seattle, WA 295
 191,109
 2010 2010 97%
Taylor 28 Seattle, WA 197
 155,630
 2008 2014 96%
Vox Apartments Seattle, WA 58
 42,173
 2013 2013 97%
Wharfside Pointe Seattle, WA 155
 119,200
 1990 1994 95%
    12,197
 10,503,985
     96%
             
Total/Weighted Average   59,645
 52,829,464
     96%

      Square Year Year  
Other real estate assets (1)
 Location Tenants Footage Built Acquired 
Occupancy (2)
Essex - Hollywood Los Angeles, CA — 34,000
 1938 2006 —%
Derian Office Building (17)
 Irvine, CA 8 106,564
 1983 2000 100%
    8 140,564
     76%

Footnotes to the Company’s Portfolio Listing as of December 31, 20132016

(1)
Unless otherwise specified, the Company has a 100% ownership interest in each community.
(2)
For communities, occupancy rates are based on financial occupancy for the year ended December 31, 2013;2016; for the commercial buildings or properties which have not yet stabilized, or have insufficient operating history, occupancy rates are based on physical occupancy as of December 31, 2013.2016. For an explanation of how financial occupancy and physical occupancy are calculated, see “Properties-Occupancy Rates” in this Item 2.
(3)
The community is subject to a ground lease, which, unless extended, will expire in 2082.
(4)
The Company holds a 1% special limited partner interest in the partnerships which own these apartment communities. These investments were made under arrangements whereby EMCEssex Management Company became the 1% sole general partner and the other limited partners were granted the right to require the applicable partnership to redeem their interest for cash. Subject to certain conditions, the Company may, however, elect to deliver an equivalent number of shares of the Company’s common stock in satisfaction of the applicable partnership’s cash redemption obligation.
(5)
This community is owned by Wesco III. The Company has a 50% interest in Wesco III which is accounted for using the equity method of accounting.
(6)
This community is owned by Wesco I. The Company has a 50% interest in Wesco I which is accounted for using the equity method of accounting.
(7)The Company completed a $10.8 million redevelopment in 2009.
(8)
(7)
This community is subject to a ground lease, which, unless extended, will expire in 2067.
(9)
(8)
This community is subject to a ground lease, which, unless extended, will expire in 2027.
(10)The Company completed a $16.6 million redevelopment in 2010.
(11)The Company is in the process of performing a $13.0 million redevelopment.
(9)
(12)The Company has a 97% interest and an executive vice presidentExecutive Vice President of the Company has a 3% interest in this community.
(13)
(10)
The Company has a 75% member interest.
(14)
(11)
The community is subject to a ground lease, which, unless extended, will expire in 2028.
(15)The Company completed a $12.0 million redevelopment in 2008.
(16)
(12)
This community is owned by Fund II.  The Company hassubject to a 28.2% interestground lease, which, unless extended, will expire in Fund II which is accounted for using the equity method of accounting.2070.
(17)The Company is in the process of performing a $10.0 million redevelopment.
(18)The Company completed an $8.9 million redevelopment in 2008.
(13)
(19)The Company completed a $9.4 million redevelopment in 2009.
(20)The Company completed a $4.6 million redevelopment in 2009.
(21)The Company has 55% ownership in this community.  The community is being developed in three phases with the remaining two phases currently under development.
(22)A portion of this community on which 84 unitsapartment homes are presently located is subject to a ground lease, which, unless extended, will expire in 2028.
(23)The Company is in the process of performing a $14.1 million redevelopment.
(24)
(14)
The community is subject to a ground lease, which, unless extended, will expire in 2070.
(25)The Company completed a $12.5 million redevelopment in 2009.
(26)The Company completed a $36.3 million redevelopment in 2012, which included the construction of 28 in-fill units in 2009.
(15)
(27)The Company completed the construction of 66 additional apartment homes in 2012 and is in the process of performing a redevelopment for a total cost of $15.4 million.
(28)The Company completed a $5.1 million redevelopment and completed construction of 16 units of the community’s 108 units in 2006.
(29)The Company has 50% ownership in this community.each of these communities which is accounted for using the equity method of accounting.
(30)
(16)
The Company has 99% ownership in this community.
(31)
(17)
The Company occupies 100%8% of space in this property.

(32)
(18)
This community is owned by BEXAEW. The propertyCompany has a 50% interest in BEXAEW which is leased through July 2014 to a single tenant.accounted for using the equity method of accounting.
(33)
(19)
This community is owned by Wesco IV. The Company has a 50% interest in Wesco IV which is accounted for using the equity method of accounting.
(20)
This community is owned by an entity that is co-owned by the Company and CPP. The Company has a 55% ownership in this community which is accounted for using the equity method of accounting. 
(21)
The Company occupies 7%has a 50.1% membership interest in this community which is accounted for using the equity method of this property.accounting.
(22)
This community is owned by an entity that is co-owned by the Company and CPP. The Company has a 51% membership interest in this community which is accounted for using the equity method of accounting.
(23)
The Company has a 55% membership interest in this community which is accounted for using the equity method of accounting.
(24)
This community is owned by BEX II. The Company has a 50.1% interest in BEX II which is accounted for using the equity method of accounting.
26

Item 3. Legal Proceedings

There have been an increasing number of lawsuits against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate.  Some of these lawsuits have resulted in substantial monetary judgments or settlements.  The Company has been sued for mold related matters and has settled some, but not all, of such matters.   Insurance carriers have reacted to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates.  The Company has, however, purchased pollution liability insurance, which includes some coverage for mold.  The Company has adopted policies for promptly addressing and resolving reports of mold when it is detected, and to minimize any impact mold might have on residents of the property.  The Company believes its mold policies and proactive response to address any known existence, reduces its risk of loss from these cases.  There can be no assurances that the Company has identified and responded to all mold occurrences, but the Company promptly addresses all known reports of mold.  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, 2013, potential liabilities for mold and other environmental liabilities are not quantifiable and an estimate of possible loss cannot be made.

The information, which regards lawsuits, other proceedings and claims, set forth and discussed  regarding  litigation relating to the merger transaction with BRE  in note 16,Note 15, “Commitments and Contingencies”, of our notes to consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated by reference into this Item 3.

The In addition to such matters referred to in Note 15, the Company is subject to various other lawsuitslegal and/or regulatory proceedings arising in the normal course of its business operations. Such lawsuitsWe believe that, with respect to such matters that we are currently a party to, the ultimate disposition of any such matter will not expected to haveresult in a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not Applicable.

27
Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market Information
 
The shares of the Company’s common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol ESS.  ESS common stock has been traded on the NYSE since June 13, 1994. The high, low and closing price per share of common stock reported on the NYSE for the quarters indicated are as follows:

Quarter Ended High  Low  Close 
 
 
  
  
 
December 31, 2013 $165.44  $137.53  $143.51 
September 30, 2013 $172.16  $139.64  $147.70 
June 30, 2013 $171.11  $147.56  $158.92 
March 31, 2013 $156.36  $147.06  $150.58 
 
            
December 31, 2012 $150.71  $136.38  $146.65 
September 30, 2012 $160.64  $147.38  $148.24 
June 30, 2012 $161.53  $146.05  $153.92 
March 31, 2012 $151.54  $136.43  $151.51 
Quarter Ended High Low Close
December 31, 2016 $234.07
 $200.01
 $232.50
September 30, 2016 $236.56
 $217.16
 $222.70
June 30, 2016 $237.50
 $207.20
 $228.09
March 31, 2016 $240.55
 $191.25
 $233.86
December 31, 2015 $244.71
 $214.29
 $239.41
September 30, 2015 $232.20
 $205.72
 $223.42
June 30, 2015 $231.90
 $208.85
 $212.50
March 31, 2015 $243.17
 $207.26
 $229.90

The closing price of ESS stock as of February 24, 201421, 2017 was $166.38.$230.97.
 
There is no established public trading market for Essex Portfolio, L.P.’s OP Units.
 
Holders
 
The approximate number of holders of record of the shares of ESS common stock was 2561,336 as of February 24, 2014.21, 2017. This number does not include stockholders whose shares are held in investment accounts by other entities. ESS believes the actual number of stockholders is greater than the number of holders of record.
 
As of February 24, 2014,21, 2017, there were 45184 holders of record of Essex Portfolio, L.P.’s OP Units, including ESS.
 
Return of Capital
 
Under provisions of the Internal Revenue Code of 1986, as amended, the portion of the cash dividend, if any, that exceeds earnings and profits is considered a return of capital. The return of capital is generated due to a variety of factors, including the deduction of non-cash expenses, primarily depreciation, in the determination of earnings and profits.

The status of the cash dividends distributed for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 related to common stock, and Series F, G and H preferred stock for tax purposes are as follows:
  2016 2015 2014
Common Stock      
Ordinary income 86.68% 99.28% 70.03%
Capital gain 7.11% 0.72% 21.95%
Unrecaptured section 1250 capital gain 6.21% —% 8.02%
  100.00% 100.00% 100.00%
       
  2016 2015 2014
Series G and H Preferred stock  
  
  
Ordinary income 86.68% 99.28% 70.03%
Capital gains 7.11% 0.72% 21.95%
Unrecaptured section 1250 capital gain 6.21% —% 8.02%
  100.00% 100.00% 100.00%

 
 2013  2012  2011 
Common Stock 
  
  
 
Ordinary income  77.34%  70.58%  63.68%
Capital gain  17.64%  8.75%  11.16%
Unrecaptured section 1250 capital gain  5.02%  7.97%  0.74%
Return of capital  0.00%  12.70%  24.42%
 
  100.00%  100.00%  100.00%
 
            
 
  2013   2012   2011 
Series F, G, and H Preferred stock            
Ordinary income  77.34%  80.85%  100.00%
Capital gains  17.64%  10.02%  0.00%
Unrecaptured section 1250 capital gain  5.02%  9.13%  0.00%
 
  100.00%  100.00%  100.00%

28

Dividends and Distributions
 
Since ESS’s initial public offering on June 13, 1994, ESS and the Operating Partnership have paid regular quarterly dividends/distributions to its stockholders and unitholders. ESS paid the following dividends per share of common stock and the Operating Partnership paid the following distributions per limited partner OP unit:
 
Year Ended Annual Dividend/Distribution Quarter Ended 2013  2012  2011 
1995 $1.69 March 31, $1.21  $1.10  $1.04 
1996 $1.72 June 30, $1.21  $1.10  $1.04 
1997 $1.77 September 30, $1.21  $1.10  $1.04 
1998 $1.95 December 31, $1.21  $1.10  $1.04 
1999 $2.15 
 
            
2000 $2.38 Annual Dividend/Distribution $4.84  $4.40  $4.16 
2001 $2.80 
 
            
2002 $3.08 
 
            
2003 $3.12 
 
            
2004 $3.16 
 
            
2005 $3.24 
 
            
2006 $3.36 
 
            
2007 $3.72 
 
            
2008 $4.08 
 
            
2009 $4.12 
 
            
2010 $4.13 
 
            
Year Ended Annual Dividend/Distribution Quarter Ended 2016 2015 2014
1995 $1.69
 March 31, $1.60 $1.44 $1.21
1996 $1.72
 June 30, $1.60 $1.44 $1.30
1997 $1.77
 September 30, $1.60 $1.44 $1.30
1998 $1.95
 December 31, $1.60 $1.44 $1.30
1999 $2.15
        
2000 $2.38
 Annual Dividend/Distribution $6.40 $5.76 $5.11
2001 $2.80
        
2002 $3.08
        
2003 $3.12
        
2004 $3.16
        
2005 $3.24
        
2006 $3.36
        
2007 $3.72
        
2008 $4.08
        
2009 $4.12
        
2010 $4.13
        
2011 $4.16
        
2012 $4.40
        
2013 $4.84
        

Future dividends/distributions by ESS and the Operating Partnership will be at the discretion of the Board of Directors of ESS and will depend on the actual cash flows from operations of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, applicable legal restrictions and such other factors as the Board of Directors deem relevant. There are currently no contractual restrictions on ESS and the Operating Partnership present or future ability to pay dividends and distributions.
 
The Board of Directors has declared a dividend/distribution for the firstfourth quarter of 20142016 of $1.21$1.60 per share. The dividend/distribution will be payablewas paid on March 31, 2014January 17, 2017 to shareholders/unitholders of record as of March 14, 2014.  The timing of the first quarter dividend/distribution is coordinated with BRE’s first quarter dividend, pursuant to the merger agreement.December 30, 2016.
 
On February 18, 2014, the ESS Board of Directors acknowledged management’s recommendation to increase the quarterly dividend by 9 cents to $1.30 per share/unit an annualized cash dividend/distribution of $5.20 per share/unit.
Future distributions by Essex Portfolio, L.P., will be at the discretion of the Board of Directors of Essex Portfolio, L.P.’s general partner, Essex Property Trust, Inc. and will depend on our actual cash flows from operations, our financial condition, capital requirements, Essex Property Trust, Inc.’s annual distribution requirements under the REIT provisions of the Internal Revenue Code, applicable legal restrictions and such other factors as the Board of Directors deem relevant. There are currently no contractual restrictions on Essex Portfolio, L.P.’s  present or future ability to pay distributions.

Dividend Reinvestment and Share Purchase Plan

ESS has adopted a dividend reinvestment and share purchase plan designed to provide holders of common stock with a convenient and economical means to reinvest all or a portion of their cash dividends in shares of common stock and to acquire additional shares of common stock through voluntary purchases. Computershare, LLC, which serves as ESS transfer agent, administers the dividend reinvestment and share purchase plan. For a copy of the plan, contact Computershare, LLC at (312) 360-5354.
29

Securities Authorized for Issuance under Equity Compensation Plans

See the Company’s disclosure in the 20142017 Proxy Statement under the heading “Equity Compensation Plan Information”, which disclosure is incorporated herein by reference.

Issuance of Registered Equity Securities

During 2013,2016, ESS sold 913,344 shares ofdid not make any common stock for proceeds of $138.4 million, net of commissions, at an average price of $152.92.  Duringsales pursuant to its registration statement. Additionally, during the first quarter of 20142017 through February 24, 2014,21, 2017, ESS has not issued 462,555any shares of common stock at an average price of $162.97 for proceeds of $74.9 million, net of fees and commissions.  These sales were pursuant to a registration statement and ESS used the net proceeds from the stock offerings to pay down debt, fund redevelopment and development pipelines, fund acquisitions, and for general corporate purposes.stock.

Issuer Purchases of Equity Securities – Common Stock, Series G Cumulative Convertible Preferred Stock

In August 2007,December 2015, ESS Board of Directors authorized a stock repurchase plan to allow ESS to acquire shares in an aggregate of up to $200$250 million. ESS did not repurchase any shares during 2013, 2012 and 2011.  Since ESS announcedUnder the inception ofprogram, in October 2016, the stock repurchase plan, ESS hasCompany repurchased and retired 816,6595,100 shares for $66.6totaling $1.0 million, including commissions, at an average stock price of $81.56$204.92 per share, including commissions asshare. There have been no other repurchases since the inception of December 31, 2013.

this plan. The Company has $249 million of purchase authority remaining under the plan.
Performance Graph

The line graph below compares the cumulative total stockholder return on ESS common stock for the last five years with the cumulative total return on the S&P 500 and the NAREIT All Equity REIT index over the same period.  This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, 20082011 and that all dividends were reinvested (1).


  Period Ending  
 
  
 
 
Index  12/31/08  12/31/09  12/31/10  12/31/11  12/31/12  12/31/13 
Essex Property Trust, Inc.   100.00   115.60   164.28   208.73   224.40   226.77 
NAREIT All Equity REIT Index   100.00   127.99   163.76   177.32   212.26   218.32 
S&P 500   100.00   126.46   145.51   148.59   172.37   228.19 
  Period Ending
Index 12/31/2011
 12/31/2012
 12/31/2013
 12/31/2014
 12/31/2015
 12/31/2016
Essex Property Trust, Inc. 100.00
 107.51
 108.64
 160.79
 191.14
 190.89
NAREIT All Equity REIT Index 100.00
 119.70
 123.12
 157.63
 162.08
 176.07
S&P 500 100.00
 116.00
 153.57
 174.60
 177.01
 198.18

 
(1)
Common stock performance data is provided by SNL Financial.
(1) Common stock performance data is provided by SNL Financial.
The graph and other information furnished under the above caption “Performance Graph” in this Part II Item 5 of this Form 10-K shall not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of the Exchange Act, as amended.
 
Unregistered Sales of Equity Securities
 
During the yearyears ended December 31, 2013,2016 and 2015, the Operating Partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, in the amounts and for the consideration set forth below:
 
On December 10, 2013, Essex Portfolio, L.P. issued 50,500 units under the 2014 Long-Term Incentive Plan Award agreements to twelve senior executives of the Company for no cash consideration.
During the yearyears ended December 31, 2013, Essex Property Trust, Inc.2016 and 2015, ESS issued an aggregate of 52,970137,622 and 203,556 shares of its common stock upon the exercise of stock options. Essex Property Trust, Inc.options, respectively. ESS contributed the proceeds from the option exercises of $5.0$18.9 million and $26.5 million to our Operating Partnership in exchange for an aggregate of 52,970137,622 and 203,556 common OP Units, as required by the Operating Partnership’s partnership agreement.agreement, during the years ended December 31, 2016 and 2015, respectively.
 
During the yearyears ended December 31, 2013, Essex Property Trust, Inc.2016 and 2015, ESS issued an aggregate of 7,2112,018 and 3,338 shares of its common stock in connection with restricted stock awards for no cash consideration.consideration, respectively. For each share of common stock issued by Essex Property Trust, Inc.ESS in connection with such awards, our operating partnershipOperating Partnership issued a common unitOP units to Essex Property Trust, Inc.ESS as required by the partnership agreement, for an aggregate of 7,2112,018 and 3,338 units during the years ended December 31, 2016 and 2015, respectively.

During the years ended December 31, 2016 and 2015, ESS issued an aggregate of 14,094 and 6,450 shares of its common stock in connection with the exchange of Operating Partnership limited partnership units and DownREIT limited partnership units by limited partners into shares of common stock. For each share of common stock issued by ESS in connection with such exchange, our Operating Partnership issued common OP units to ESS as required by the partnership agreement, for an aggregate of 14,094 and 6,450 units during the year ended December 31, 2013.2016 and 2015, respectively.

During the year ended December 31, 2016, there were no shares of ESS's common stock issued or sold pursuant to its equity distribution program. During the year ended December 31, 2015, ESS issued and sold an aggregate of 1,481,737 shares of its common stock, respectively, pursuant to a registration statement and its equity distribution program. ESS contributed the net proceeds from these share issuances of $332.3 million in exchange for an aggregate of 1,481,737 common OP Units, respectively, as required by the Operating Partnership's partnership agreement.
 
Item 6. Selected Financial Data
 
The following tables set forth summary financial and operating information for the CompanyESS and the Operating Partnership from January 1, 20092012 through December 31, 2013.2016.

31

Essex Property Trust, Inc. and Subsidiaries

 
 Years Ended December 31, 
 
 2013  2012  2011  2010  2009 
 
 ($ in thousands, except per share amounts) 
OPERATING DATA: 
  
  
  
  
 
Rental and other property $602,003  $526,696  $460,660  $400,841  $396,498 
Management and other fees from affiliates  11,700   11,489   6,780   4,551   4,325 
 
                    
Income before discontinued operations $140,882  $127,653  $46,958  $47,424  $41,244 
Income from discontinued operations  31,173   11,937   10,558   3,358   12,495 
Net income  172,055   139,590   57,516   50,782   53,739 
 
                    
Net income available to common stockholders $150,811  $119,812  $40,368  $33,764  $82,200 
 
                    
Per share data:                    
Basic:                    
Income before discontinued operations available to common stockholders $3.26  $3.10  $0.94  $1.03  $2.59 
Net income available to common stockholders $4.05  $3.42  $1.24  $1.14  $3.01 
Weighted average common stock outstanding  37,249   35,032   32,542   29,667   27,270 
Diluted:                    
Income before discontinued operations available to common stockholders $3.25  $3.09  $0.94  $1.03  $2.51 
Net income available to common stockholders $4.04  $3.41  $1.24  $1.14  $2.91 
Weighted average common stock outstanding  37,335   35,125   32,629   29,734   29,747 
Cash dividend per common share $4.84  $4.40  $4.16  $4.13  $4.12 
 
                    
  Years Ended December 31,
  2016 2015 2014 2013 2012
  ($ in thousands, except per share amounts)
OPERATING DATA:(1)
          
Rental and other property $1,285,723
 $1,185,498
 $961,591
 $603,327
 $527,945
Management and other fees from affiliates 8,278
 8,909
 9,347
 7,263
 8,457
Income before discontinued operations $438,410
 $248,239
 $134,438
 $140,882
 $127,653
Income from discontinued operations —
 —
 —
 31,173
 11,937
Net income 438,410
 248,239
 134,438
 172,055
 139,590
Net income available to common stockholders $411,124
 $226,865
 $116,859
 $150,811
 $119,812
Per share data:  
  
  
  
  
Basic:  
  
  
  
  
Income before discontinued operations available to common stockholders $6.28
 $3.50
 $2.07
 $3.26
 $3.10
Net income available to common stockholders $6.28
 $3.50
 $2.07
 $4.05
 $3.42
Weighted average common stock outstanding 65,472
 64,872
 56,547
 37,249
 35,032
Diluted:  
  
  
  
  
Income before discontinued operations available to common stockholders $6.27
 $3.49
 $2.06
 $3.25
 $3.09
Net income available to common stockholders $6.27
 $3.49
 $2.06
 $4.04
 $3.41
Weighted average common stock outstanding 65,588
 65,062
 56,697
 37,335
 35,125
Cash dividend per common share $6.40
 $5.76
 $5.11
 $4.84
 $4.40
 
 As of December 31, 
 
 2013  2012  2011  2010  2009 
 
 ($ in thousands) 
BALANCE SHEET DATA: 
  
  
  
  
 
Investment in rental properties (before accumulated depreciation) $5,443,757  $5,033,672  $4,313,064  $3,964,561  $3,412,930 
Net investment in rental properties  4,188,871   3,952,155   3,393,038   3,189,008   2,663,466 
Real estate under development  50,430   66,851   44,280   217,531   274,965 
Total assets  5,186,839   4,847,223   4,036,964   3,732,887   3,254,637 
Total secured indebtedness  1,404,080   1,565,599   1,745,858   2,082,745   1,832,549 
Total unsecured indebtedness  1,629,444   1,253,084   615,000   176,000   14,893 
Cumulative convertible preferred stock  4,349   4,349   4,349   4,349   4,349 
Cumulative redeemable preferred stock  73,750   73,750   73,750   25,000   25,000 
Stockholders' equity  1,884,619   1,764,804   1,437,527   1,149,946   1,053,096 

 
 As of and for the years ended December 31, 
 
 2013  2012  2011  2010  2009 
 
 ($ in thousands, except per share amounts) 
OTHER DATA: 
 
Funds from operations (FFO)(1):
 
  
  
  
  
 
Net income available to common stockholders $150,811  $119,812  $40,368  $33,764  $82,200 
Adjustments:                    
Depreciation and amortization  193,518   170,686   152,543   129,711   118,522 
Gains not included in FFO, net of internal disposition costs  (67,975)  (60,842)  (7,543)  -   (7,943)
Depreciation add back from unconsolidated co-invetsments and other, net  23,377   21,194   14,804   7,893   7,607 
Funds from operations $299,731  $250,850  $200,172  $171,368  $200,386 
Non-core items:                    
Loss (gain) on early retirement of debt  300   5,009   1,163   -   (4,750)
Acquisition and merger costs  5,445   2,255   1,231   1,250   - 
Gain on sale of marketable securities and note prepayment  (2,519)  (819)  (4,956)  (12,491)  (1,014)
Co-investment promote income  -   (2,299)  -   (500)  - 
CEO retirement and non-recurring payroll costs  -   -   -   2,127   4,358 
Redemption of preferred stock  -   -   1,949   -   (49,952)
Impairment of development projects  -   -   -   -   12,428 
Other items. net (2)
  (2,861)  -   (2,780)  (959)  32 
Core funds from operations (Core FFO) $300,096  $254,996  $196,779  $160,795  $161,488 
Weighted average number of shares outstanding, diluted (FFO)(3)
  39,501   37,378   34,861   32,028   29,747 
Funds from operations per share - diluted $7.59  $6.71  $5.74  $5.35  $6.74 
Core funds from operations per share - diluted $7.60  $6.82  $5.64  $5.02  $5.43 
(1)
Reclassifications have been made in prior periods to conform to the current year’s presentation.

32
  As of December 31,
  2016 2015 2014 2013 2012
  ($ in thousands)
BALANCE SHEET DATA:(1)
          
Investment in rental properties (before accumulated depreciation) $12,676,306
 $12,331,469
 $11,244,681
 $5,443,757
 $5,033,672
Net investment in rental properties 10,364,760
 10,381,577
 9,679,875
 4,188,871
 3,952,155
Real estate under development 190,505
 242,326
 429,096
 50,430
 66,851
Co-investments 1,161,275
 1,036,047
 1,042,423
 677,133
 571,345
Total assets 12,217,408
 12,008,384
 11,530,299
 5,164,171
 4,828,821
Total indebtedness 5,563,260
 5,318,757
 5,084,256
 3,010,856
 2,800,281
Redeemable noncontrolling interest 44,684
 45,452
 23,256
 —
 —
Cumulative convertible preferred stock —
 —
 —
 4,349
 4,349
Cumulative redeemable preferred stock —
 73,750
 73,750
 73,750
 73,750
Stockholders' equity 6,192,178
 6,237,733
 6,022,672
 1,884,619
 1,764,804

(1)
Reclassifications have been made in prior periods to conform to the current year’s presentation.



  As of and for the years ended December 31,
  2016 2015 2014 2013 2012
  ($ in thousands, except per share amounts)
OTHER DATA:  
Funds from operations (FFO)(1) attributable to common stockholders and unitholders:
          
Net income available to common stockholders $411,124
 $226,865
 $116,859
 $150,811
 $119,812
Adjustments:  
  
  
  
  
Depreciation and amortization 441,682
 453,423
 360,592
 193,518
 170,686
Gains not included in FFO attributable to common stockholders and unitholders (167,607) (81,347) (50,064) (67,975) (60,842)
Deferred tax expense on sale of real estate and land - taxable REIT subsidiary activity 4,410
 —
 —
 —
 —
Depreciation add back from unconsolidated co-investments 50,956
 49,826
 33,975
 15,748
 14,467
Noncontrolling interest related to Operating Partnership units 14,089
 7,824
 4,911
 8,938
 7,950
Insurance reimbursements —
 (1,751) —
 —
 —
Depreciation attributable to third party ownership and other (9) (781) (1,331) (1,309) (1,223)
Funds from operations attributable to common stockholders and unitholders $754,645
 $654,059
 $464,942
 $299,731
 $250,850
Non-core items:  
  
  
  
  
Merger and integration expenses —
 3,798
 53,530
 4,284
 —
Acquisition and investment related costs 1,841
 2,414
 1,878
 1,161
 2,255
Gain on sale of marketable securities, note prepayment, and other investments (5,719) (598) (886) (2,519) (819)
Gain on sale of land —
 —
 (2,533) (1,503) —
Interest rate hedge ineffectiveness (2)
 (250) —
 —
 —
 —
Loss on early retirement of debt 606
 6,114
 268
 300
 5,009
Co-investment promote income —
 (192) (10,640) —
 (2,299)
Income from early redemption of preferred equity investments —
 (1,954) (5,250) (1,358) —
Excess of redemption value of preferred stock over carrying value 2,541
 —
 —
 —
 —
Insurance reimbursements, legal settlements, and other, net (3)
 (4,470) (2,970) 1,852
 —
 —
Core funds from operations (Core FFO) attributable to common stockholders and unitholders $749,194
 $660,671
 $503,161
 $300,096
 $254,996
Weighted average number of shares outstanding, diluted (FFO)(4)
 67,890
 67,310
 58,921
 39,501
 37,378
Funds from operations attributable to common stockholders and unitholders
 per share - diluted
 $11.12
 $9.72
 $7.89
 $7.59
 $6.71
Core funds from operations attributable to common stockholders and unitholders
 per share - diluted
 $11.04
 $9.82
 $8.54
 $7.60
 $6.82

(1)
FFO is a financial measure that is commonly used in the REIT industry. The Company presents funds from operations as a supplemental operating performance measure. FFO is not used by the Company, nor should it be considered to be, as an alternative to net earnings computed under GAAP as an indicator of the Company’s operating performance or as an alternative to cash from operating activities computed under GAAP as an indicator of the Company's ability to fund its cash needs.


FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor does it intend to present, a complete picture of the Company's financial condition and operating performance. The Company believes that net earnings computed under GAAP remain the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings. The Company considers FFO and FFO excluding non-routine items (referred to as “Core FFO”) to be useful financial performance measurements of an equity REIT because, together with net income and cash flows, FFO provides investors with an additional basis to evaluate operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and its ability to pay dividends.  Further, the Company believes that its consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of its financial condition and its operating performance.
 
In calculating FFO, the Company follows the definition for this measure published by the National Association of Real Estate Investment Trusts (“NAREIT”), which is a REIT trade association. The Company believes that, under the NAREIT FFO definition, the three most significant adjustments made to net income are (i) the exclusion of historical cost depreciation, (ii) the exclusion of gains and losses from the sale of previously depreciated properties and (iii) the exclusion of impairment losses on depreciated properties. Essex agrees that these three NAREIT adjustments are useful to investors for the following reasons:
 
(a)historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on Funds from Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities.
(b)REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate.  The exclusion, in NAREIT’s definition of FFO, of gains from the sales and impairment losses of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods.

Management has consistently applied the NAREIT definition of FFO to all periods presented. However, other REITs in calculating FFO may vary from the NAREIT definition for this measure, and thus their disclosure of FFO may not be comparable to the Company’s calculation.

(2)
Interest rate swaps generally are adjusted to fair value through other comprehensive income (loss). However, because certain of our interest rate swaps do not have a 0% LIBOR floor, while related hedged debt in these cases is subject to a 0% LIBOR floor, the portion of the change in fair value of these interest rate swaps attributable to this mismatch is recorded as noncash interest rate hedge ineffectiveness through interest expense.
(3)
Other items, net are non-recurring in nature and include items such as gains on non-operating assets, tax related items and early redemption of preferred equity investments.nature.

(3)
(4)
Assumes conversion of all dilutive outstanding operating partnership interests in the Operating Partnership and excludes all DownREIT units for which the Operating Partnership has the ability and intention to redeem the DownREIT limited partnership units for cash and does not consider them to be common stock equivalents.

Essex Portfolio, L.P. and Subsidiaries

 
 Years Ended December 31, 
 
 2013  2012  2011  2010  2009 
 
 ($ in thousands, except per unit amounts) 
OPERATING DATA: 
  
  
  
  
 
Rental and other property $602,003  $526,696  $460,660  $400,841  $396,498 
Management and other fees from affiliates  11,700   11,489   6,780   4,551   4,325 
 
                    
Income before discontinued operations $140,882  $127,653  $46,958  $47,424  $41,244 
Income from discontinued operations  31,173   11,937   10,558   3,358   12,495 
Net income  172,055   139,590   57,516   50,782   53,739 
 
                    
Net income available to common unitholders $159,749  $127,771  $43,593  $42,842  $92,724 
 
                    
Per unit data:                    
Basic:                    
Income before discontinued operations available to common unitholders $3.27  $3.11  $0.95  $1.04  $2.49 
Net income available to common unitholders $4.06  $3.43  $1.25  $1.14  $2.91 
Weighted average common units outstanding  39,380   37,252   34,774   31,961   29,717 
Diluted:                    
Income before discontinued operations available to common unitholders $3.26  $3.10  $0.95  $1.03  $2.49 
Net income available to common unitholders $4.05  $3.42  $1.25  $1.14  $2.91 
Weighted average common units outstanding  39,467   37,344   34,861   32,028   29,747 
Cash distributions per common unit $4.84  $4.40  $4.16  $4.13  $4.12 
 
                    
  Years Ended December 31,
  2016 2015 2014 2013 2012
  ($ in thousands, except per unit amounts)
OPERATING DATA:(1)
          
Rental and other property $1,285,723
 $1,185,498
 $961,591
 $603,327
 $527,945
Management and other fees from affiliates 8,278
 8,909
 9,347
 7,263
 8,457
Income before discontinued operations $438,410
 $248,239
 $134,438
 $140,882
 $127,653
Income from discontinued operations —
 —
 —
 31,173
 11,937
Net income 438,410
 248,239
 134,438
 172,055
 139,590
Net income available to common unitholders $425,213
 $234,689
 $121,726
 $159,749
 $127,771
Per unit data:  
  
  
  
  
Basic:  
  
  
  
  
Income before discontinued operations available to common unitholders $6.28
 $3.50
 $2.07
 $3.27
 $3.11
Net income available to common unitholders $6.28
 $3.50
 $2.07
 $4.06
 $3.43
Weighted average common units outstanding 67,696
 67,054
 58,772
 39,380
 37,252
Diluted:  
  
  
  
  
Income before discontinued operations available to common unitholders $6.27
 $3.49
 $2.07
 $3.26
 $3.10
Net income available to common unitholders $6.27
 $3.49
 $2.07
 $4.05
 $3.42
Weighted average common units outstanding 67,812
 67,244
 58,921
 39,467
 37,344
Cash distributions per common unit $6.40
 $5.76
 $5.11
 $4.84
 $4.40
 
 
 As of December 31, 
 
 2013  2012  2011  2010  2009 
 
 ($ in thousands) 
BALANCE SHEET DATA: 
  
  
  
  
 
Investment in rental properties (before accumulated depreciation) $5,443,757  $5,033,672  $4,313,064  $3,964,561  $3,412,930 
Net investment in rental properties  4,188,871   3,952,155   3,393,038   3,189,008   2,663,466 
Real estate under development  50,430   66,851   44,280   217,531   274,965 
Total assets  5,186,839   4,847,223   4,036,964   3,732,887   3,254,637 
Total secured indebtedness  1,404,080   1,565,599   1,745,858   2,082,745   1,832,549 
Total unsecured indebtedness  1,629,444   1,253,084   615,000   176,000   14,893 
Cumulative convertible preferred interest  4,349   4,349   4,349   4,349   4,349 
Cumulative redeemable preferred interest  71,209   71,209   71,209   104,412   104,412 
Partners' capital  1,932,108   1,811,427   1,486,914   1,284,515   1,200,208 
(1)
Reclassifications have been made in prior periods to conform to the current year’s presentation.

  As of December 31,
  2016 2015 2014 2013 2012
  ($ in thousands)
BALANCE SHEET DATA:(1)
          
Investment in rental properties (before accumulated depreciation) $12,676,306
 $12,331,469
 $11,244,681
 $5,443,757
 $5,033,672
Net investment in rental properties 10,364,760
 10,381,577
 9,679,875
 4,188,871
 3,952,155
Real estate under development 190,505
 242,326
 429,096
 50,430
 66,851
Co-investments 1,161,275
 1,036,047
 1,042,423
 677,133
 571,345
Total assets 12,217,408
 12,008,384
 11,530,299
 5,164,171
 4,828,821
Total indebtedness 5,563,260
 5,318,757
 5,084,256
 3,010,856
 2,800,281
Redeemable noncontrolling interest 44,684
 45,452
 23,256
 —
 —
Cumulative convertible preferred interest —
 —
 —
 4,349
 4,349
Cumulative redeemable preferred interest —
 71,209
 71,209
 71,209
 71,209
Partners' capital 6,244,364
 6,287,381
 6,073,433
 1,932,108
 1,811,427

(1)
Reclassifications have been made in prior periods to conform to the current year’s presentation.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto. These consolidated financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results and all such adjustments are of a normal recurring nature.

On December 19, 2013, ESS and BRE Properties, Inc. (“BRE”) entered into a definitive agreement to combine the two companies.  Under the terms of the agreement, each BRE common share will be converted into 0.2971 newly issued shares of ESS common stock plus $12.33 in cash.  The merger is subject to customary closing conditions, including receipt of approval of ESS shareholders and BRE shareholders.  Additional information about the merger can be found in the Form S-4 filed with the SEC on January 29, 2014 and in other relevant documents that the Company files with the SEC, which are available free of charge on the Company’s website at www.essexpropertytrust.com and on the SEC’s website at www.sec.gov.

Certain statements below discuss the Company’s estimates of its 2014 regional Same-Property revenues; these estimates are for Essex on a standalone basis, excluding the impact of the proposed merger with BRE.

OVERVIEW

ESS is a self-administered and self-managed REIT that acquires, develops, redevelops, and manages apartment communities in selected residential areas located primarily in the West Coast of the United States.  ESS owns all of its interests in its real estate investments, directly or indirectly, through the Operating Partnership.  ESS is the sole general partner of the Operating Partnership and, as of December 31, 2013,2016, had an approximately 94.6%96.7% general partner interest in the Operating Partnership.
34

The Company’s investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. The Company’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift acquisition, development, redevelopment, and disposition activities to markets that will optimize the performance of the portfolio.

As of December 31, 2013,2016, the Company had ownership interests in 164245 communities, comprising 34,07959,645 apartment units, andhomes, excluding the Company's ownership in preferred equity interest co-investments.

The Company’s apartment communities are predominately located in the following major West Coast regions:


Southern California (Los Angeles, Orange, Riverside, Santa Barbara, San Diego, and Ventura counties)
Northern California (the San Francisco Bay Area)
SeattleMetro (Seattle metropolitan area)

As of December 31, 2013, the Company also had ownership interests in four commercial buildings (with approximately 315,900 square feet).

As of December 31, 2013,2016, the Company’s development pipeline was comprised of two consolidated projects under development, ninefour unconsolidated joint venture projects under development and onevarious consolidated predevelopment projectprojects aggregating 2,701 units,2,223 apartment homes, with total incurred costs of $696.7 million,$0.6 billion, and estimated remaining project costs of approximately $407.0 million$0.7 billion for total estimated project costs of $1.1$1.3 billion. 

As of December 31, 2016, the Company also had ownership interests in two operating commercial buildings (with approximately 140,564 square feet).

By region, the Company's operating results for 20132016 and 20122015 and projections for 20142017 new housing supply (defined as new multi-family apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing), job growth, and rental income are as follows:

Southern California Region:  As of December 31, 2013,2016, this region represented 46%49% of the Company’s consolidated apartment units.  During the year ended December 31, 2013, revenueshomes.  Revenues for “2013/2012“2016/2015 Same-Properties” (as defined below), or “Same-Property revenues,” increased 4.4%6.2% in 20132016 as compared to 2012.2015. In 2014,2017, the Company expectsprojects new residential supply of 15,400 multifamily36,425 apartment homes and 10,500 single family homes, which represents a total new multifamily supply0.6% of 0.7% and 0.5% ofthe total housing stock, respectively.stock. The Company assumesprojects an increase of 132,400145,450 jobs or 1.9%2.0%, and an increase in same-propertySame-Property revenues of between 3.8%3.50% to 5.0%4.50% in 2014.2017.
 
Northern California Region:  As of December 31, 2013,2016, this region represented 32%30% of the Company’s consolidated apartment units.homes. Same-Property revenues increased 8.2%6.8% in 20132016 as compared to 2012.2015. In 2014,2017, the Company expectsprojects new residential supply of 10,800 multifamily19,150 apartment homes and 5,225 single family homes, which represents a total new multifamily supply0.8% of 1.3% and 0.7%, respectively, ofthe total housing stock. The Company assumesprojects an increase of 73,00068,350 jobs or 2.5%2.2%, and an increase in same-propertySame-Property revenues of between 6.3%1.25% to 7.8%2.25% in 2014.2017.
 
Seattle Metro Region: As of December 31, 2013,2016, this region represented 22%21% of the Company’s consolidated apartment units.homes. Same-Property revenues increased 7.7%7.9% in 20132016 as compared to 2012.2015. In 2014,2017, the Company expectsprojects new residential supply of 8,500 multifamily19,600 apartment homes and 6,500 single family homes, which represents a total new multifamily supply1.6% of 1.9% and 1.3%, respectively, ofthe total housing stock. The Company assumesprojects an increase of 39,00044,600 jobs or 2.6%2.7%, and an increase in same-propertySame-Property revenues of between 5.5%3.75% to 7.0%4.75% in 2014.2017.

The Company expects 2014projects an increase in 2017 Same-Property revenues of between 2.75% to increase compared to 2013 results,3.75%, as renewal and new leases are signed at higher rents in 20142017 than 2013.2016. Same-Property operating expenses are expectedprojected to increase in 2014, and forecasted increases in property taxes account for approximately 56% of the forecasted increase in property expenses in 2014 compared2017 by 2.50% to 2013.3.50%.



The Company’s consolidated communities are as follows:

  As of December 31, 2013  As of December 31, 2012 
  Apartment Units  %  Apartment Units  % 
Southern California  13,855   46%  13,656   47%
Northern California  9,431   32%  8,987   31%
Seattle Metro  6,703   22%  6,598   22%
Total  29,989   100%  29,241   100%
 As of As of
 December 31, 2016 December 31, 2015
 Apartment Homes % Apartment Homes %
Southern California23,613
 49% 23,707
 49%
Northern California14,519
 30% 14,694
 30%
Seattle Metro10,239
 21% 10,239
 21%
Total48,371
 100% 48,640
 100%

Co-investments, including Fund II, Wesco I, andLLC ("Wesco I"), Wesco III, LLC ("Wesco III"), Wesco IV, LLC (“Wesco IV”), Canadian Pension Plan Investment Board ("CPPIB" or "CPP"), Palm Valley, BEXAEW, LLC (“BEXAEW”), BEX II, LLC ("BEX II"), communities, developments under construction and preferred equity interest co-investment communities are not included in the table presented above for both years.periods.

35
RESULTS OF OPERATIONS

Comparison of Year Ended December 31, 20132016 to the Year Ended December 31, 20122015

The Company’s average financial occupancies for the Company’s stabilized apartment communities or “2013/2012“2016/2015 Same-Properties” (stabilized properties consolidated by the Company for the years ended December 31, 20132016 and 2012) decreased 102015) increased 30 basis points to 96.2% in 2013 from 96.3% in 2012.2016 from 96.0% in 2015. Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possiblepotential rental revenue.revenue (actual rental revenue for occupied apartment homes plus market rent for vacant apartment homes). Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions. Total possiblepotential rental revenue represents the value of all apartment units,homes, with occupied unitsapartment homes valued at contractual rental rates pursuant to leases and vacant unitsapartment homes valued at estimated market rents.  We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate.

Market rates are determined using the recently signed effective rates on new leases at the property and are used as the starting point in the determination of the market rates of vacant units.apartment homes. The Company may increase or decrease these rates based on the supply and demand in the apartment community’s market. The Company will check the reasonableness of these rents based on its position within the market and compare the rents against the asking rents by comparable properties in the market. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs,and the Company's calculation of financial occupancy may not be comparable to the Company’s calculation of financial occupancy.occupancy as disclosed by other REITs.

The Company does not take into account delinquency and concessions to calculate actual rent for occupied unitsapartment homes and market rents for vacant units.apartment homes. The calculation of financial occupancy compares contractual rates for occupied unitsapartment homes to estimated market rents for unoccupied units,apartment homes, and thus the calculation compares the gross value of all apartment unitshomes excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Company believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Company’s primary motivation is to stabilize the property which may entail the use of rent concessions and other incentives, and thus financial occupancy, which is based on contractual revenue is not considered the best metric to quantify occupancy.

The regional breakdown of the Company’s 2013/20122016/2015 Same-Property portfolio for financial occupancy for the years ended December 31, 20132016 and 20122015 is as follows:

 
 Years ended 
 
 December 31, 
 
 2013  2012 
Southern California  96.1%  96.1%
Northern California  96.3%  96.7%
Seattle Metro  96.1%  96.1%
 
Years ended
December 31,
 2016 2015
Southern California96.4% 95.9%
Northern California96.3% 96.1%
Seattle Metro96.1% 96.1%

The following table provides a breakdown of revenue amounts, including the revenues attributable to 2013/20122016/2015 Same-Properties.

 
 
  Years Ended  
  
 
 
 Number of  December 31,  Dollar  Percentage 
 
 Properties  2013  2012  Change  Change 
Property Revenues ($ in thousands)
 
  
  
  
  
 
2013/2012 Same-Properties: 
  
  
  
  
 
Southern California  58  $235,306  $225,435  $9,871   4.4%
Northern California  35   184,508   170,578   13,930   8.2 
Seattle Metro  29   93,139   86,483   6,656   7.7 
Total 2013/2012 Same-Property revenues  122   512,953   482,496   30,457   6.3 
2013/2012 Non-Same Property Revenues (1)      89,050   44,200   44,850   101.5 
Total property revenues     $602,003  $526,696  $75,307   14.3%
  Number of Apartment 
Years Ended
December 31,
 Dollar Percentage
Property Revenues ($ in thousands)
 Homes 2016 2015 Change Change
2016/2015 Same-Properties: (1)
          
Southern California 20,698
 $497,448
 $468,614
 $28,834
 6.2%
Northern California 13,220
 401,642
 376,019
 25,623
 6.8%
Seattle Metro 10,239
 217,259
 201,417
 15,842
 7.9%
Total 2016/2015 Same-Property revenues 44,157
 1,116,349
 1,046,050
 70,299
 6.7%
2016/2015 Non-Same Property Revenues  
 169,374
 139,448
 29,926
 21.5%
Total property revenues  
 $1,285,723
 $1,185,498
 $100,225
 8.5%
 
(1) Includes fifteen communities acquired after January 1, 2012, two redevelopment communities, and three commercial buildings.
(1)
Same-property excludes properties held for sale.
 
2013/20122016/2015 Same-Property Revenues increased by $30.5$70.3 million or 6.3%6.7% to $513.0 million$1.1 billion for 20132016 compared to $482.5 million$1.0 billion in 2012.2015. The increase was primarily attributable to an increase in scheduled rents of $29.6 million as reflected in an increase of 6.3%6.4% in average rental rates from $1,502$1,942 per unitapartment home for 20122015 to $1,597$2,066 per unitapartment home for 2013.  Scheduled rents increased in all regions by 4.1%, 8.4%, and 7.7% in Southern California, Northern California, and Seattle Metro, respectively.  Income from utility billings and other income increased by $1.0 million and $1.2 million, respectively in 2013 compared to 2012.  Occupancy decreased 10 basis points in 2013 to 96.2% compared to 96.3% in 2012.2016. 
36

2013/20122016/2015 Non-Same Property Revenues increased by $44.9$29.9 million or 102%21.5% to $89.1$169.4 million in 20132016 compared to $44.2$139.4 million to 2012.in 2015. The increase was primarily due to revenue generated from fifteenby the acquisition, completed development, or consolidation of three communities, acquired or consolidatednet of dispositions, since January 1, 2012 (Annaliese, Ascent, Bennett Lofts, Domain, Domaine, Essex Skyline at MacArthur Place, Fox Plaza, Montebello, Park Catalina, Park West, Reed Square, Slater 116, The Huntington, Vox and Willow Lake).2015.

Management and other fees from affiliatesincreased $0.2 million or 1.8% to $11.7 decreased by $0.6 million in 20132016 compared to $11.5 million in 2012.2015. The increasedecrease is primarily due to the loss of asset and property management fees earned from Wesco I and II co-investments formed during 2011, and development fees earned fromin 2016 as compared to 2015 associated with the Company's purchase of the joint ventures formed during 2012, and development fees earned from the development joint venture formedpartner's remaining membership interest in 2013 and 2012 to develop Epic, Expo, Connolly Station, Park 20 (fka Elkhorn), Mosso I and II, The Huxley, The Dylan, The Village and One South Market. The increase in management fees was offset by a reduction of $2.3 million in assetReveal communities during 2015 and property management fees from the sale of eight Fund II communities since the fourth quarter of 2012. An additional four communities owned by Fund II were sold in 2013, and the remaining two communities are expected to be sold in 2014.certain communities.

Property operating expenses, excluding real estate taxes increased $14.9$14.8 million or 12.1%6.3% in 20132016 compared to 2012,2015, primarily due to the acquisition, completed development, or consolidation of fifteen communities.  2013/2012three communities, net of dispositions, since January 1, 2015. 2016/2015 Same-Property operating expenses excluding real estate taxes, increased by $3.6$9.9 million or 3.2%4.7% in 20132016 compared to 2012,2015, due mainly to a $1.4$4.7 million increase in repairsproperty management fees and maintenance, a $1.2$2.3 million increase in utilities expense,maintenance and a $0.9 million increase in administration costs.repairs.

Real estate taxes increased $8.9$10.6 million or 18.5%8.3% in 20132016 compared to 2012,2015, primarily due primarily to the acquisition, completed development, or consolidation of fifteen communities.  2013/2012three communities, net of dispositions, since January 1, 2015. 2016/2015 Same-Property real estate taxes increased by $2.6$2.2 million or 6.0%2.0% for the 20132016 compared to 20122015 due to $1.3 million or 17.5% increaseincreases in tax rates and property taxes for Seattle Metro due to higher assessed values for 2013, and an increase of 3.7% in property taxes for the majority of the properties located in California.valuations.

Depreciation and amortization expense increased decreased by $23.2$11.7 million or 13.7%2.6% in 20132016 compared to 2012,2015, primarily due to the acquisitionamortization of fifteen communities.  The increase is due to the capitalizationa larger amount of approximately $104.2 million in additions to rental properties through 2013, including $42.0 million spent on redevelopment, $21.2 million on improvements to recent acquisitions, $8.6 million on lessor required capital expenditures, and $5.3 million spent on revenue generating capital expenditures.  Approximately $92.0 million in additions to rental properties was capitalized for 2012, including $39.0 million spent on redevelopment, $13.7 million spent on improvements to recent acquisitions, and $7.7 million spent on revenue generating capital expenditures.

General and administrative expense increased $2.3 million or 9.8% in 2013in-place leases during 2015 compared to 2012 primarily due to annual compensation increases for merit, investments in technology, and2016, offset by the additionacquisition, completed development, or consolidation of staff.three communities, net of dispositions, since January 1, 2015.

Merger and integration expenses include, but are not limited to, advisor fees, legal fees, and accounting fees related to the pending merger with BRE Properties, Inc. (“BRE”). The Company entered into a definitive agreement to combine with BRE in December 2013. Mergerand related integration activity. There were no merger and integration expenses were $4.3for 2016 and $3.8 million for 2013 and zero for 2012.2015.

Interest expense before amortization increased $4.4$14.8 million or 4.3%7.2% in 20132016, primarily due to the $500.0 senior unsecured notes due on April 1, 2025 issued in March 2015 and the $450.0 million senior unsecured notes due on April 15, 2026 issued in April 2016, which resulted in an increase of $14.9 million in average outstanding debtinterest expense for 2016 compared to 2015. Additionally, there was a $3.1 million decrease in capitalized interest in 2016 compared to 2015, which was due to a decrease in development costs as compared to the fundingsame period in 2015. These additions were offset by a reduction in interest expense due to the payoff of 2012 and 2013 acquisitions and development pipeline.$150.0 million in private placement unsecured bonds in 2016.


Total return swap income of $11.7 million in 2016 consists of monthly settlements related to the Company's total return swap contracts that were entered into during 2015, in connection with $257.3 million of tax-exempt mortgage notes payable. The Company had total return swap income of $5.7 million in 2015.

Interest and other incomedecreased by $2.2 increased $8.2 million or 42.6% in 20132016, primarily due to $2.3an increase of $5.1 million in gains from the sale of promotemarketable securities and $2.5 million in income earned from achieving certain performance hurdles related to the Essex Skyline co-investment in 2012.marketable securities and other interest income.

Equity income infrom co-investmentsincreased by $14.2$26.8 million to $55.9 millionor 122.8% in 20132016 compared to $41.7 million in 2012.  The increase was2015, primarily due to $13.0 million in income on the Company’s sharegain on sale of two co-investment communities as well as income from five preferred equity investments originated during 2016.

Gains on sale of real estate and land increased by $107.2 million or 226.5% in 2016 compared to 2015, due primarily to a $126.6 million gain from the sale of minority membership interest in BEX II, LLC, $10.7 million gain on the sale of five Fund II communitiesHarvest Park before a tax expense, a $7.3 million gain on the sale of $38.8Candlewood North and a $9.6 million netgain on the sale of internal disposition costs, and $1.4the Company's headquarters office building during 2016, as compared to approximately $7.1 million income earned fromin gains on the early prepaymentsales of a preferred equity investment in 2013.  Additionally, equity income increased with income earned from four communities acquired by the Wesco joint ventures in the second half of 2012Pinnacle South Mountain and two communities incommercial buildings as well as a $40.2 million gain on the second quartersale of 2013. The increase in equity income in 2013 by the Wesco joint ventureSharon Green during 2015.

Deferred tax expense on gain on sale of real estate and land of $4.4 million for 2016 was offset by a decrease in income relatedrecorded primarily due to the sale of eight Fund II communities sinceHarvest Park, which was owned by our wholly owned taxable REIT subsidiary. There was no current tax expense on the fourth quartersale of 2012 including four communities soldreal estate and land for 2016 as the Harvest Park proceeds were used in the third quartera like-kind exchange transaction.

Gains on remeasurement of 2013.
Loss on early retirement of debt, net was $0.3 million for 2013 compared to $5.0$34.0 million in 2012. The $0.3 million loss in 2013 reflects a gain of $1.5 million earned from the redemption of bonds in the second quarter of 2013 offset by losses incurred from the write-off of deferred financing costs and prepayment penalties related to the prepayment of secured debt loans in 2013. The 2012 loss2015 was due to the write-off of deferred financing costs and prepayment penalties related to the early termination of secured debt related to six communities.  The loss for 2012 also included the Company’s pro-rata shareremeasurement of the write-offCompany's investments, caused by the Company's acquisition of deferred financing costsa controlling interest in The Huxley and prepayment penalties incurred for the prepaymentThe Dylan properties, resulting in a gain of the secured debt for the Essex Skyline joint venture$21.3 million, and seven Fund II communities soldReveal, resulting in 2012.a gain of $12.7 million. There were no gains on remeasurement of co-investments in 2016.

Income from discontinued operations for 2013 was $31.2 million and included gains of $29.2 million from the sales of Linden Square, Brentwood and Cambridge.  For 2012, income from discontinued operations was $11.9 million and included a gain of $9.8 million from the sale of Tierra del Sol/Norte and Alpine Country, net of internal disposition costs. Discontinued operations for 2013 and 2012 reflect the operating results of the three communities sold in 2013 and the two communities sold in 2012.

Comparison of Year Ended December 31, 20122015 to the Year Ended December 31, 20112014

The Company’s average financial occupancies for the Company’s stabilized apartment communities for “2012/2011“2015/2014 Same-Properties” (stabilized properties consolidated by the Company for the years ended December 31, 20122015 and 2011) remained consistent2014) was unchanged at 96.3% for 201296.2% in both 2015 and 2011.  2014. The regional breakdown of the Company’s stabilized 2012/20112015/2014 Same-Property portfolio for financial occupancy for the years ended December 31, 20122015 and 20112014 is as follows:

 
 Years ended 
 
 December 31, 
 
 2012  2011 
Southern California  96.1%  96.3%
Northern California  96.7%  96.6%
Seattle Metro  96.1%  96.4%
 
Years ended
December 31,
 2015 2014
Southern California96.2% 96.3%
Northern California96.3% 96.2%
Seattle Metro96.2% 96.0%

The following table provides a breakdown of revenue amounts, including the revenues attributable to 2012/20112015/2014 Same-Properties.

 
 
  Years Ended  
  
 
 
 Number of  December 31,  Dollar  Percentage 
 
 Properties  2012  2011  Change  Change 
Property Revenues ($ in thousands)
 
  
  
  
  
 
2012/2011 Same-Properties: 
  
  
  
  
 
Southern California  56  $224,779  $215,738  $9,041   4.2%
Northern California  33   159,993   146,008   13,985   9.6 
Seattle Metro  27   83,153   76,650   6,503   8.5 
Total 2012/2011 Same-Property revenues  116   467,925   438,396   29,529   6.7 
2012/2011 Non-Same Property Revenues (1)      58,771   22,264   36,507   164.0 
Total property revenues     $526,696  $460,660  $66,036   14.3%

(1)  Includes thirteen communities acquired after January 1, 2011, one redevelopment community, five development communities, and three commercial buildings.
  Number of Apartment 
Years Ended
December 31,
 Dollar Percentage
Property Revenues ($ in thousands)
 Homes 2015 2014 Change Change
2015/2014 Same-Properties: (1)
          
Southern California 12,875
 $283,435
 $267,413
 $16,022
 6.0%
Northern California 9,080
 250,478
 226,679
 23,799
 10.5%
Seattle Metro 6,558
 124,143
 115,219
 8,924
 7.7%
Total 2015/2014 Same-Property revenues 28,513
 658,056
 609,311
 48,745
 8.0%
2015/2014 Non-Same Property Revenues  
 527,442
 352,280
 175,162
 49.7%
Total property revenues  
 $1,185,498
 $961,591
 $223,907
 23.3%


(1)
Same-property excludes BRE properties acquired April 1, 2014 and properties held for sale.

2012/20112015/2014 Same-Property Revenues increased by $29.5$48.7 million or 6.7%8.0% to $467.9$658 million for 2015 compared to $609.3 million in 2012 compared to $438.4 million in 2011.2014. The increase was primarily attributable to an increase in scheduled rents of $27.7 million as reflected in an increase of 6.5%8.1% in average rental rates from $1,393$1,741 per unitapartment home for 20112014 to $1,483$1,882 per unitapartment home for 2012.  Scheduled rents increased in all regions by 3.8%, 9.5%, and 8.3% in Southern California, Northern California, and Seattle Metro, respectively.  Income from utility billings and other income increased by $1.2 million and $1.4 million, respectively in 2012 compared to 2011.  Occupancy was consistent between years at 96.3%.2015.

2012/20112015/2014 Non-Same Property Revenues increased $36.5by $175.2 million or 164%49.7% to $58.8$527.4 million in 20122015 compared to $22.3$352.3 million in 2011.2014. The increase was primarily due to revenue generated from five developmentthe BRE merger and the acquisition or consolidation of ten communities, (Via, Allegro, Bellerive, Muse,net of dispositions and Santee Village), thirteen communities acquired or consolidatedproperties held for sale, since January 1, 2011 (Bernard, 1000 Kiely, Delano/Bon Terra, Reed Square, Essex Skyline at MacArthur Place, Park Catalina, The Huntington, Montebello, Park West, Domaine, Ascent, Willow Lake, and Bennett Lofts).2014.

Management and other fees from affiliates increased $4.7 million or 69.5% to $11.5 million in 2012 compared to $6.8 million in 2011.  The increase is primarily due to the asset and property management fees earned from Wesco I and II co-investments formed during 2011, and development fees earned from the joint ventures formed in 2011 and 2012 to develop Epic, Expo, Connolly Station, Park 20 (fka Elkhorn), Mosso I and Mosso II (fka Folsom and Fifth), The Huxley and The Dylan development projects.
Property operating expenses, excluding real estate taxes increased $10.1$30.3 million or 8.9%14.8% in 20122015 compared to 2011,2014, primarily due to the acquisition of thirteen communitiesBRE merger and the lease-upacquisition or consolidation of five development properties. 2012/2011ten communities, net of dispositions and properties held for sale, since January 1, 2014. 2015/2014 Same-Property operating expenses excluding real estate taxes, increased by $1.9$2.3 million or 1.7% for 2012in 2015 compared to 2011,2014, due mainly to a $1.5$1.7 million increase in salaries, marketing,repairs and administration costs and a $0.3 million increase in utilities due to increases in rates for water and sewer.maintenance.

Real estate taxes increased $4.6$20.7 million or 10.5%19.2% in 20122015 compared to 2011,2014, due primarily due to the BRE merger and the acquisition or consolidation of thirteenten communities, net of dispositions and expensing property taxes instead of capitalizing the costheld for communities that were previously under development.  2012/2011sale, since January 1, 2014. 2015/2014 Same-Property real estate taxes increased by $0.9$1.7 million or 2.3%3.2% for 20122015 compared to 2011 due to an increase of 5.3% in property taxes for the Seattle Metro and 2.0% in property taxes for the majority of properties located in California regulated by Proposition 13 offset by temporary reductions in assessed property valuations for selected communities located in California.2014.

Depreciation and amortization expense increased by $19.2$92.8 million or 12.8%25.7% in 20122015 compared to 2011,2014, primarily due to the acquisition of thirteen communitiesBRE merger and the lease-upacquisition or consolidation of five development properties.  The increase is due to the capitalizationten communities, net of approximately $92.0 million in additions to rentaldispositions and properties in 2012, including $39.0 million spent on redevelopment, $13.7 million spent on improvement to recent acquisitions, and $7.7 million spent on revenue generating capital expenditures.  Approximately $95.3 million in additions to rental properties was capitalizedheld for 2011, including $45.1 million spent on redevelopment, $16.4 million spent on improvements to recent acquisitions, and $7.6 million spent on revenue generating capital expenditures.sale, since January 1, 2014.

GeneralMerger and administrative expenseintegration expenses increased $2.6 million or 12.6% in 2012 compared include, but are not limited to, 2011 primarily due to an increase of acquisitions cost of $1.3 million compared to 2011advisor fees, legal fees, and accounting fees related to the increase in acquisitions in 2012 compared to 2011, annual compensation adjustmentsBRE merger and related integration activity. The Company completed the merger with BRE on April 1, 2014. Merger and integration expenses were $3.8 million for merit,2015 and the cost of hiring additional staff to manage the new acquisitions.

Cost of management and other fees increased $1.9$53.5 million or 41.3% in 2012 compared to 2011 primarily due to an increase in administrative costs due to hiring of additional staff to assist with the management of the Company’s co-investments including Wesco I and II and the development joint ventures formed in 2011 and 2012.for 2014.

Interest expense before amortization increased $8.6$40.3 million or 9.3%24.5% in 2012 compared to 20112015, primarily due to the payoff of the $250 million secured line of credit in the fourth quarter of 2011 which had an average interest rate of 1.3%.  The Company replaced the secured line with an unsecured term loan at an average interest rate of 2.7%.  Also, on March 31, 2011, the Company issued $150 million of private placement notes with an average interest rate of 4.5%, on August 15, 2012 the Company issued $300 million of new unsecured bonds with an interest rate of 3.625%, and the Company drew an additional $150 million on a bank term loan in the fourth quarter of 2012.  Thus, interest expense increased due to an increase in average outstanding debt forprimarily due to assumed debt in connection with the funding of 2012 acquisitions and the development pipeline andBRE merger in addition to a higher average$6.8 million decrease in capitalized interest rate for 2012in 2015 compared to 2011.2014, which was due to a decrease in development costs as compared to the same period in 2014.

Total return swap income of $5.7 million in 2015 consists of monthly settlements related to the Company's total return swap contracts that were entered into during the year, in connection with $257.3 million of tax-exempt mortgage notes payable. The Company had no total return swap income in 2014.

Interest and other incomedecreased by $3.3 increased $7.3 million or 62.1% in 2015, due to an increase in the investment of mortgage backed securities, an increase of $3.1 million in 2012 primarily due to $2.3 million of promote income earned from achieving certain performance hurdles related to the Essex Skyline co-investmentinsurance proceeds and the sale of marketable securities for a gain of $0.8$0.6 million in 2012, compared to a gain of $5.0 millionincome from the sale of marketable securities, $0.2 million gain from the sale of a land parcel, and a $1.7 million income tax benefit from a taxable REIT subsidiary that met the “more likely than not” threshold in the fourth quarter of 2011.  This tax benefit relates to the write-off of an investment in a joint venture development project recognized during 2009.investment.

Equity income (loss) infrom co-investmentswas income of $41.7 decreased by $18.0 million to $21.9 million in 20122015 compared to a loss of $0.5$39.9 million in 2011. The increase was2014, primarily due to events in 2014 which did not recur in 2015, including the Company’s pro-rata share of the gain of $29.1 million fromon the sale of seven properties owned by Fund II,two co-investment communities of $6.6 million, promote income of $10.6 million, and income of $13.5 million in 2012 compared to $3.5 million for 2011, related tofrom the Company’searly redemption of preferred equity investments madeof $5.3 million in 2011.  In2014, partially offset by $2.0 million in income from the fourth quarterearly redemption of 2011, the Company made atwo preferred equity investment in Wesco II which earned $9.0investments during 2015 and an increase of $7.4 million in 2012 comparedequity income from co-investment operations. Additionally, income from preferred equity investments decreased by approximately $5.1 million from 2014 to $0.5 million in 2011.2015.

GainGains on sale of real estate and land increased by $1.3 million or 2.8% in 2015 compared to 2014, due primarily to $7.1 million in gains on the sales of Pinnacle South Mountain and two commercial buildings as well as a $40.2 million gain on the sale of Sharon Green during 2015 as compared to approximately $16.8 million in gains on the sales of Vista Capri North, Coldwater Canyon, Pinnacle Town Center, and a land parcel adjacent to the Company's Park Viridian property, as well as a $29.2 million gain on the sale of Mt. Sutro during 2014.

Gains on remeasurement of co-investmentof $21.9 increased by $34.0 million in 2012 was2015 compared to 2014, due to the Company’sremeasurement of the Company's investments, as a result of the Company's acquisition of the joint venture partner’s membershipa controlling interest in Essex Skyline at MacArthur Place which the Company subsequently consolidated.  Upon consolidation, a gain was recorded equal to the amount by which the fair value of the Company’s previously noncontrolling interest exceeded its carrying value.
Loss on early retirement of debt was $5.0 million for 2012The Huxley and was due to the write-off of deferred financing costs and prepayment penalties related to the early termination of secured debt related to six communities. The loss for 2012 also included the Company’s pro-rata share of the write-off of deferred financing costs and prepayment penalties incurred for the prepayment of the secured debt for the Essex Skyline joint venture and seven Fund II communities soldDylan properties, resulting in 2012. During 2011, the loss on early retirement of debt was due to the write-off of deferred financing costs related to the termination of the Company’s $250 million secured line of credit with Freddie Mac and mortgages paid-off before maturity in 2011.

Income from discontinued operations for 2012 was $11.9 million and included a gain of $9.8 million from the sale of Tierra del Sol/Norte and Alpine Country, net of internal disposition costs.  For 2011, income from discontinued operations was $10.6$21.3 million, and includedReveal, resulting in a gain of $7.5 million from the sale of Woodlawn Colonial and Clarendon, net of internal disposition costs. Discontinued operations for 2012 and 2011 reflect the operating results of the two communities sold in both 2012 and 2011.$12.7 million.


Liquidity and Capital Resources

The following table sets forth the Company’s cash flows for 20132016, 2015 and 20122014 ($ in thousands):

 
 For the year  
  
  
  
 
 
 ended  For the quarter ended 
 
 12/31/13  12/31/2013  9/30/2013  6/30/2013  3/31/2013 
Cash flow provided by (used in): 
  
  
  
  
 
Operating activities $304,982  $79,900   74,496   64,894   85,692 
Investing activities  (453,696)  (144,709)  (27,306)  (175,944)  (105,737)
Financing activities  148,599   73,791   (57,898)  100,423   32,283 
 
                    
 
 For the year                 
 
 ended  For the quarter ended 
 
 12/31/12  12/31/2012  9/30/2012  6/30/2012  3/31/2012 
Cash flow provided by (used in):                    
Operating activities $267,499  $48,164  $89,943  $57,232  $72,160 
Investing activities  (812,138)  (294,072)  (201,888)  (272,127)  (44,051)
Financing activities  550,356   262,571   109,756   205,283   (27,254)
  For the year ended December 31,
  2016 2015 2014
Cash flow provided by (used in):      
Operating activities $712,523
 $617,410
 $493,312
Investing activities $(421,412) $(725,556) $(1,147,156)
Financing activities $(255,873) $108,214
 $520,610

ESS’s business is operated primarily through the Operating Partnership. ESS issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by the Operating Partnership. ESS itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. ESS’s principal funding requirement is the payment of dividends on its common stock and preferred stock. ESS’s principalsole source of funding for its dividend payments is distributions it receives from the Operating Partnership.

As of December 31, 2013,2016, ESS owned an a 94.6%96.7% general partner interest and the limited partners owned the remaining 5.4%3.3% interest in the Operating Partnership.

The liquidity of ESS is dependent on the Operating Partnership’s ability to make sufficient distributions to ESS. The primary cash requirement of ESS is its payment of dividends to its stockholders. ESS also guarantees some of the Operating Partnership’s debt, as discussed further in Notes 76 and 87 of the Notesnotes to Consolidated Financial Statementsconsolidated financial statements included elsewhere herein. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the ESS’s guarantee obligations, then ESS will be required to fulfill its cash payment commitments under such guarantees. However, ESS’s only significant asset is its investment in the Operating Partnership.

For ESS to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its REIT taxable income, excluding net capital gains. While historically ESS has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, ESS’s own stock. As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. ESS may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, acquisitions and developments.
40
Fitch Ratings ("Fitch"), Moody’s Investor Service, and Standard and Poor's (“S&P”) credit agencies rate Essex Property Trust, Inc. and Essex Portfolio, L.P. BBB+/Stable, Baa2/Stable, and BBB/Stable, respectively.

At December 31, 2013,2016, the Company had $18.5$64.9 million of unrestricted cash and cash equivalents and $90.1$139.2 million in marketable securities, of which $31.4$44.8 million were held available for sale. The Company believes that cash flows generated by its operations, existing cash and cash equivalents, marketable securities balances, availability under existing lines of credit, and the $1.0 billion bridge loan, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of the Company’s reasonably anticipated cash needs during 2014.2017. The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect the Company’s plans for acquisitions, dispositions, development and redevelopment activities.

As of December 31, 2016, the Company had $315.0 million of private placement unsecured bonds outstanding at an average interest rate of 4.5% with maturity dates ranging from September 2017 through August 2021.

As of December 31, 2016, the Company had $2.9 billion of fixed rate public bonds outstanding, with interest rates varying from 3.25% to 5.50% and maturity dates ranging from 2017 to 2026.

As of December 31, 2016, the Company had $100.0 million outstanding on its $350.0 million unsecured term loan. The $350.0 million unsecured term loan has a delayed draw feature and bears a variable interest rate of LIBOR plus 0.95%. The Company has entered into four forward starting interest rate swap contracts for a term of five years with an aggregate notional balance of $150.0 million, with settlements starting in March 2017, which effectively will convert the interest rate on $150.0 million of the term loan to a fixed rate of 2.2%. At December 31, 2016, the Company had an active $25.0 million notional interest rate swap, with a maturity date in July 2017, which effectively converts $25.0 million of the term loan to a fixed rate of 2.4%

As of December 31, 2016, the Company’s mortgage notes payable totaled $2.2 billion, net of unamortized premiums and debt issuance costs, which consisted of $1.9 billion in fixed rate debt with interest rates varying from 3.0% to 6.4% and maturity dates ranging from 2017 to 2027 and $281.7 million of tax-exempt variable rate demand notes with a weighted average interest rate of 1.2%. The tax-exempt variable rate demand notes have maturity dates ranging from 2025 to 2046, and $20.7 million is subject to interest rate caps and $257.3 million is subject to total return swaps.

The Company has two lines of credit aggregating $625.0 million$1.03 billion as of December 31, 20132016 including a $600.0 million$1.0 billion unsecured line of credit. As of December 31, 2013,2016, there was a $199.0$125.0 million balance on this unsecured line of credit with andan underlying interest rate of LIBOR plus 1.075%0.90%. In January 2014,2017, the Company increased the capacity of this unsecured line of credit facility from $600.0 millionmaturity date was extended to $1.0 billion and included an accordion feature pursuant to which the Company could expand to $1.5 billion.  The new facility carries an interest rate of LIBOR plus 0.95%, based on the Company’s current credit ratings, and matures in December 201731, 2020 with one 18-month extension, exercisable at the Company's option. The Company also has a $25.0 million working capital unsecured line of credit agreement. As of December 31, 2013,2016, there was a $20.4 million balancewere no amounts outstanding on this unsecured line with an underlying interest rate of LIBOR plus 1.075%0.90%. This facility matured in January 2014 and the Company extended the $25.0 million working capital unsecured line of credit for two additional years.   The pricing was reduced to an interest rate of LIBOR plus 0.95%, based on the Company’s current credit ratings.

During April 2013, the Company issued $300 million of senior unsecured bonds due May 1, 2023 with a coupon rate of 3.25% per annum.  The interest is payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2013 until the maturity date of May 1, 2023.  The Company used the net proceeds of this offering to repay indebtedness under the Company’s $600 million unsecured line of credit facility and for other general corporate and working capital purposes.

As of December 31, 2013, the Company had a $350 million unsecured term loan outstanding at an average interest rate of 2.5%.  The term loan has a variable interest rate of LIBOR plus 1.2%.  During the fourth quarter of 2012, the Company increased the size of the term loan from $200 million to $350 million.  The Company entered into interest rate swap contracts for a term of five years with a notional amount totaling $300 million, which effectively converted the interest rate on $300 million of the term loan to a fixed rate.  In January 2014, the term loan was amended and the underlying interest rate on the term loan, which is based on a tiered rate structure tied to the Company’s corporate ratings, was reduced from LIBOR plus 1.20% to LIBOR plus 1.05%.

As of December 31, 2013, the Company’s mortgage notes payable totaled $1.4 billion which consisted of $1.2 billion in fixed rate debt with interest rates varying from 4.3% to 6.4% and maturity dates ranging from 2015 to 2021 and $167.6 million of tax-exempt variable rate demand notes with a weighted average interest rate of 1.6%. The tax-exempt variable rate demand notes have maturity dates ranging from 2025 to 2039, and $156.9 million are subject to interest rate caps.

As of December 31, 2013, the Company had $465 million of unsecured bonds outstanding at an average interest rate of 4.5% with maturity dates ranging from March 2016 through August 2021.

During the third quarter of 2012, the Company issued $300 million of senior unsecured bonds due August 2022 with a coupon rate of 3.625% per annum and payable on February 15th and August 15th of each year, beginning February 15, 2013.

The Company’s unsecured line 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, 20132016 and 2012.2015.
41

The Company pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Company primarily in investment grade securities held available for sale or is used by the Company to reduce balances outstanding under its line of credit.

The Company has benefited from borrowing from Fannie Mae and Freddie Mac, and there are no assurances that these entities will lend to the Company in the future.  To the extent that the Company’s access to capital and credit is at a higher cost than the Company has experienced in recent years (reflected in higher interest rates for debt financing or a lower stock price for equity financing) the Company’s ability to make acquisitions, develop communities, obtain new financing, and refinance existing borrowing at competitive rates could be adversely impacted.  For the past two years the Company has primarily issued unsecured debt and repaid secured debt when it has matured to place less reliance on mortgage debt financing, and to unencumber more of the Company's communities.

Derivative Activity

The Company uses interest rate swaps, and interest rate capcaps, 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 curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’scounterparties nonperformance risk in the fair value measurements.

The Company has entered into interest rate swap contracts with an aggregate notional amount of $300$175.0 million, that$25 million of which effectively fixed the interest rate on $300$25.0 million of the $350$100.0 million drawn on its $350.0 million unsecured term loan at 2.29%2.4%. The remaining $150.0 million in swaps are forward starting swaps, with settlement payments commencing in March 2017. These derivatives qualify for hedge accounting.
 
The Company has entered into four total return swap contracts, with an aggregate notional amount of $257.3 million, that effectively converts $257.3 million of mortgage notes payable to a floating interest rate based on SIFMA plus a spread. Additionally, the total return swaps provide fair market value protection on the mortgage notes payable to our counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised. The Company can currently call one of the total return swaps with $114.4 million of the outstanding debt at par, while the call option on the other three total return swaps relating to $142.9 million of the outstanding debt can be exercised starting on January 1, 2017. These derivatives do not qualify for hedge accounting.

As of December 31, 20132016 the Company also had ninethree interest rate cap contracts totaling acaps with an aggregate notional amount of $156.9$20.7 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for $156.9 million of the $167.6$20.7 million of the Company’s tax exempt variable rate debt.

During the third quarter 2012, the Company terminated a swap transaction with respect to the $38.0 million of tax-exempt bonds for the 101 San Fernando apartment community with Citibank because the bonds were repurchased by the Company at par.

As of December 31, 20132016 and 2012,2015, the aggregate carrying value of the interest rate swap contracts was an asset of $4.4 million and zero, respectively and is included in prepaid expenses and other assets on the consolidated balance sheets and a liability of $2.7 million$33.1 thousand and $6.6$1.0 million, respectively. The aggregate carrying value of the interest rate cap contractscaps was zero on the balance sheets as of both December 31, 20132016 and 2012.2015. The aggregate carrying value of the total return swaps was zero and $4.0 thousand as of December 31, 2016 and 2015, respectively.

During the first quarter of 2011, the Company settled its remaining $20.0 million forward starting swap contract for $2.3 million which was applied
Hedge ineffectiveness related to the $32.0 million mortgage obtained in February 2011, increasing the effective borrowing rate from 5.4% to 6.2%.
No hedge ineffectiveness on cash flow hedges, which is reported in current year income as interest expense, net was incurred duringincome of $0.3 million for the year ended December 31, 2016. Hedge ineffectiveness was not significant for the years ended December 31, 20132015 and 2012.2014.

Issuance of Common Stock

During March 2013,In 2016, the Company filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number or amount of certain equity (only ESS) and debt securities as defined in the prospectus.

ESS has entered into equity distribution agreements with Cantor Fitzgerald & Co, KeyBanc Capital Markets Inc.Co., Barclays Capital Inc., BMO Capital Markets Corp., Liquidnet,BNP Paribas Securities Corp., Capital One Securities, Inc., Citigroup Global Markets Inc, Jefferies LLC, J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc.,Inc, and Citigroup Global Markets Inc.  PursuantUBS Securities LLC. The Company did not issue any shares of common stock pursuant to its equity distribution program in 2013,2016. In 2015, ESS issued 913,344 shares of common stock for $138.4 million, net of fees and commissions, and in 2012, ESS issued 2,404,0961,481,737 shares of common stock for proceeds of $357.7$332.3 million, net of fees and commissions. During the first quarter of 20142017 through February 24, 2014,21, 2017, ESS has not issued 462,555any shares of common stock at an average price of $162.97 for proceeds of $74.9 million, net of fees and commissions.pursuant to this program. Under this program, ESS may from time to time sell shares of common stock into the existing trading market at current market prices, and the Company anticipates using the net proceeds, which are contributed to the Operating Partnership, to pay down debt, acquire apartment communitiesfund redevelopment and development pipelines, fund the development pipeline.acquisitions, and for general corporate purposes. As of February 24, 2014,21, 2017, ESS may sell an additional 4,441,5465,000,000 shares under the current equity distribution program.
42

Capital Expenditures

Non-revenue generating capital expenditures are improvements and upgrades that extend the useful life of the property. For the year ended December 31, 2013,2016, non-revenue generating capital expenditures totaled approximately $1,051$1,219 per unit.apartment home. The Company expectsprojects to incur approximately $1,200$1,250 per unitapartment home in non-revenue generating capital expenditures for the year ending December 31, 2014.2017. These expenditures do not include the improvements required in connection with the origination of mortgage loans, expenditures for deferred maintenance on acquisition properties, and expenditures for property renovations and improvements which are expected to generate additional revenue.revenue, and do not include expenditures incurred, due to changes in government regulations, that the Company would not have incurred otherwise. The Company expects that cash from operations and/or its lines of credit will fund such expenditures. However, there can be no assurance that the actual expenditures incurred during 20142017 and/or the funding thereof will not be significantly different than the Company’s current expectations.

Development and Predevelopment Pipeline

The Company defines development activitiesprojects as new communities that are being constructed or are newly constructed and are in various stagesa phase of active development, or the community is in lease-up and phases of the project arehave not completed.yet reached stabilized operations. As of December 31, 2013,2016, the Company had two consolidated development projects comprised of 311 units796 apartment homes with an estimated cost of $99.2 million$0.5 billion of which $62.6 million$0.4 billion remains to be expended, and ninefour unconsolidated joint venture active development projects comprised of 2,190 units1,427 apartment homes with an estimated cost of $990.7 million,$0.8 billion, of which $344.4 millionapproximately $0.4 billion remains to be expended. The Company's share of these estimated remaining project costs is approximately $0.2 billion.
 
The Company defines the predevelopment pipelineprojects as proposed communities in negotiation or in the entitlement process with aan expected high likelihood of becoming entitled development projects.  As of December 31, 2013, the Company had one consolidated joint venture predevelopment project aggregating 200 units. The Company may also acquire land for future development purposes or sale.
 
The Company expects to fund the development and predevelopment pipeline by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, construction loans, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of properties, if any.

Redevelopment Pipeline

The Company defines redevelopment communities as existing properties owned or recently acquired, which have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement.  During redevelopment, apartment unitshomes may not be available for rent and, as a result, may have less than stabilized operations. As of December 31, 2013,2016, the Company had ownership interests in fivesix major redevelopment communities aggregating 1,3121,869 apartment unitshomes with estimated redevelopment costs of $124.7$170.2 million, of which approximately $86.1$65.5 million remains to be expended.


Alternative Capital Sources

Wesco, I LLC (“Wesco I”) is a 50/50 programmaticThe Company utilizes co-investments as an alternative source of capital for acquisitions of both operating and development communities. As of December 31, 2016, the Company had an interest in 1,427 apartment homes of communities actively under development with joint venture with an institutional partnerventures for a total equity commitmentestimated cost of $300.0 million.  Each partner’s equity commitment is $150.0 million.  Wesco I$0.8 billion. Total estimated remaining costs total approximately $0.4 billion, of which the Company estimates that its remaining investment in these development joint ventures will utilize debt targeted atbe approximately 50%$0.2 billion. In addition, the Company had an interest in 11,274 apartment homes of the cost to acquire and improve real estate.  The Company has contributed $150.0 million to Wesco I, and as of December 31, 2013, Wesco I owned nine apartmentoperating communities with 2,713 units with an aggregate carrying value of approximately $670 million.

During 2012, the Company entered into a 50/50 programmatic joint venture, Wesco III LLC (“Wesco III”), with an institutional partnerventures for a total equity commitment from the parties of $120.0 million.  Each partner’s equity commitment is $60.0 million, and Wesco III will utilize debt targeted at approximately 50% of the cost to acquire and improve real estate.  The Company has contributed $39.7 million to Wesco III and, as of December 31, 2013, Wesco III owned three apartment communities with 657 units for an aggregate carryingbook value of approximately $164 million.$0.8 billion.

Investments with Wesco I or Wesco III must meet certain criteria to qualify for inclusion in the joint ventures and both partners must approve any new acquisitions and material dispositions. The joint ventures have an investment period of up to two years.  The Company records revenue for its asset management, property management, development, and redevelopment services when earned, and promote income when realized, if Wesco I or Wesco III exceeds certain financial return benchmarks.
During 2012, the Company provided a $26.0 million short term bridge loan to Wesco III at a rate of LIBOR + 2.50% to assist with the purchase of Haver Hill.  In March 2013, Wesco III repaid the Company for the $26.0 million short-term bridge loan.   During the second quarter of 2013, the Company provided two short-term bridge loans to Wesco III totaling $56.8 million to assist with the purchase of the Regency at Mountain View and Gas Company Lofts and both loans were at a rate of LIBOR + 2.50%.  In January 2014, Wesco III repaid the Company $35.5 million for the Gas Company Lofts short-term bridge loan.  The Company expects the remaining bridge loan related to the Regency at Mountain View to be paid in the first quarter of 2014.

Contractual Obligations and Commercial Commitments

The following table summarizes the maturity or due dates of the Company’s contractual obligations and other commitments at December 31, 2013,2016, and the effect such obligations could have on the Company’s liquidity and cash flow in future periods ($ in thousands):

 
 
  2015 and  2017 and  
  
 
 
 2014  2016  2018  Thereafter  Total 
Mortgage notes payable $-  $79,851  $453,887  $870,342  $1,404,080 
Unsecured debt  -   350,000   190,000   870,023   1,410,023 
Lines of credit  -   20,421   199,000   -   219,421 
Interest on indebtedness (1)  121,500   233,737   184,031   188,418   727,686 
Development commitments (including co-investments)  170,900   78,300   -   -   249,200 
 
 $292,400  $762,309  $1,026,918  $1,928,783  $4,010,410 
  2017 
2018 and
2019
 
2020 and
2021
 Thereafter Total
Mortgage notes payable $82,796
 $878,529
 $745,452
 $441,313
 $2,148,090
Unsecured debt 340,000
 75,000
 500,000
 2,350,000
 3,265,000
Lines of credit —
 125,000
 —
 —
 125,000
Interest on indebtedness (1)
 217,709
 379,762
 243,695
 262,494
 1,103,660
Ground leases 2,897
 5,794
 5,794
 106,111
 120,596
Operating leases 1,750
 3,673
 3,915
 10,361
 19,699
Development commitments (including co-investments) (2)
 287,827
 308,219
 107,954
 —
 704,000
  $932,979
 $1,775,977
 $1,606,810
 $3,170,279
 $7,486,045

(1)
Interest on indebtedness for variable debt was calculated using interest rates as of December 31, 2013.2016.
(2)
Estimated project cost for development of the Company's 500 Folsom project is net of a projected value for low-income housing tax credit proceeds and savings from tax exempt bonds.

Variable Interest Entities

In accordance with accounting standards for consolidation of variable interest entities ("VIEs"), the Company consolidates the Operating Partnership, 19 DownREIT limited partnerships (comprising eleven communities)., and 9 co-investments. The Company consolidates these entities because it is deemed the primary beneficiary. The consolidated total assets and liabilities related to these VIEs,the 9 consolidated co-investments and 19 DownREIT limited partnerships, net of intercompany eliminations, were approximately $194.9$989.3 million and $178.3$288.1 million, respectively, as of December 31, 2013,2016, and $201.1$893.1 million and $178.6$231.8 million respectively, as of December 31, 2012.  Interest holders2015. Noncontrolling interests in VIEs consolidated by the Company are allocated net income equal to the cash payments made to those interest holders for services rendered or distributions from cash flow.  The remaining resultsthese entities was $52.9 million and $54.6 million as of operations are generally allocated to the Company.December 31, 2016 and 2015, respectively. As of December 31, 2013,2016, the Company did not have any VIE’sother VIEs of which it was not deemed to be the primary beneficiary and did not have any VIEs of which it was not deemed to be the primary beneficiary.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles, 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. The Company defines critical accounting policies as those accounting policies that require the Company's management to exercise their most difficult, subjective and complex judgments.  The Company’s critical accounting policies relate principally to the following key areas: (i) accounting for business combinations; (ii) consolidation under applicable accounting standards of various entities; (ii)(iii) assessing the carrying values of the Company's real estate and investments in and advances to joint ventures and affiliates; and (iii)(iv) internal cost capitalization.  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 differ from those estimates made by management.

The Company accounts for its business combinations, including the merger and other acquisitions of investments in real estate, in accordance with ASC 805-10, Business Combinations, which requires the acquired tangible and intangible assets and

liabilities to be recorded at fair value, with excess purchase price, if any, recorded to goodwill. The Company must make significant assumptions in determining the fair value of the tangible and intangible assets and liabilities acquired and consideration transferred. The use of different assumptions in estimating the fair value could affect the measurement and timing of recognition of acquired assets and liabilities and related expenses.

The consideration transferred in a business combination is generally measured at fair value. For debt assumed by the Company, the fair value is determined using estimated market interest rates for debt with comparable terms in place at the time of the acquisition. For equity issued by the Company, the fair value is generally based on the fair value of the Company’s equity interests at the date of issuance.

The fair value of the tangible assets, which principally includes land and building, is determined first by valuing the property as a whole as if it were vacant, using stabilized net operating income and market specific capitalization rates. The fair value of the land and building is then recorded based on its estimated fair value.

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 Company assesses each entity in which it has an investment or contractual relationship to determine if it may be deemed to be a VIE. If such an entity is a VIE, then the Company performs an analysis to determine who is the primary beneficiary. If the Company is the primary beneficiary, then the entity is consolidated. The analysis required to identify VIEs and primary beneficiaries is complex and judgmental, and the analysis must be applied to various types of entities and legal structures.
44

The Company assesses the carrying value of its real estate investments by monitoring investment market conditions and performance compared to budget for operating properties and joint ventures, and by monitoring estimated costs for properties under development. Local market knowledge and data is used to assess carrying values of properties and the market value of acquisition opportunities. 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 property’s expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, then the Company will recognize an impairment loss equal to the excess of the carrying amount over the fair value of the property. Adverse changes in market conditions or poor operating results of real estate investments could result in impairment charges. When the Company determines that a property is held for sale, it discontinues the periodic depreciation of that property. The criteria for determining when a property is held for sale requires judgment and has potential financial statement impact as depreciation would cease and an impairment loss could occur upon determination of held for sale status. Assets held for sale are reported at the lower of the carrying amount or estimated fair value less costs to sell.  With respect to investments in and advances to joint ventures and affiliates, the Company looks to the underlying properties to assess performance and the recoverability of carrying amounts for those investments in a manner similar to direct investments in real estate properties.

Further, the Company evaluates whether its co-investments haveare other than temporary impairmenttemporarily impaired and, if so, records a write down.an impairment loss equal to the excess of the co-investments' carrying value over its estimated fair value.

The Company capitalizes all direct and certain indirect costs, including interest and real estate taxes, 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 accounting 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 officecorporate and community onsite costs that clearly relate to projects under development.

The Company bases its accounting estimates on historical experience 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.


Net Operating Income (“NOI”)

Same-Property net operating income (“Same-Property NOI”) is considered by management to be an important supplemental performance measure to earnings from operations included in the Company’s consolidated statements of operations.income. The presentation of Same-Property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. Same-Property NOI, which is based on net operating income ("NOI"), reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. Prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, and NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines Same-Property NOI as Same-Property revenue less Same-Property operating expenses, including property taxes.expenses.

The reconciliation of earnings from operations to Same-Property NOI for the periods presented:

  2013  2012  2011 
Earnings from operations $188,705  $167,025  $134,617 
Adjustments:            
General and administrative  25,601   23,307   20,694 
Management and other fees from affiliates  (11,700)  (11,489)  (6,780)
Cost of management and other fees  6,681   6,513   4,610 
Depreciation  192,420   169,173   150,009 
Merger expenses  4,284   -   - 
Net operating income  405,991   354,529   303,150 
Less: Non Same-Property NOI  (55,424)  (28,235)  (13,457)
Same-Property NOI $350,567  $326,294  $289,693 

45
 2016 2015 2014
Earnings from operations$420,800
 $331,174
 $201,514
Adjustments: 
  
  
Depreciation and amortization441,682
 453,423
 360,592
Management and other fees from affiliates(8,278) (8,909) (9,347)
General and administrative40,751
 40,090
 40,878
Merger and integration expenses—
 3,798
 53,530
Acquisition and investment related costs1,841
 2,414
 1,878
Net operating income896,796
 821,990
 649,045
Less: Non Same-Property NOI(115,934) (99,320) (60,464)
Same-Property NOI$780,862
 $722,670
 $588,581
Table of Contents

Forward Looking Statements

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K which are not historical facts may be considered forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Company's expectations, hopes, intentions, beliefs and strategies regarding the future. Forward looking statements include statements regarding the Company's expectations as to the timing of completion of current development and redevelopment projects and the stabilization dates of such projects, statements regarding a potential increase of the quarterly dividend paid by ESS ,expectationexpectation as to the total projected costs of development and redevelopment projects, beliefs as to the adequacy of future cash flows to meet operating requirements  and anticipated cash needs, and to provide for dividend payments in accordance with REIT requirements, expectations as to the amount of non-revenue generating capital expenditures, future acquisitions, the Company's development and redevelopment pipeline and the sources of funding for it, the anticipated performance of existing properties, the effect of property sales on future results, anticipated property and growth trends in various geographic regions, statements regarding the Company’s expected 20142017 Same-Property revenue generally and 2014in various areas, and 2017 Same-Property operating expenses, , statements regarding the Company's financing activities, and the use of proceeds from such activities.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, that the Company will fail to achieve its business objectives, that the actual completion of development and redevelopment projects will be subject to delays, that the stabilization dates of such projects will be delayed, that the total projected costs of current development and redevelopment projects will exceed expectations, that such development and redevelopment projects will not be completed, that development and redevelopment projects and acquisitions will fail to meet expectations, that estimates of future income from an acquired property may prove to be inaccurate, that future cash flows will be inadequate to meet operating requirements and/or will be insufficient to provide for dividend payments in accordance with REIT requirements, that the actual non-revenue generating capital expenditures will exceed the Company's current expectations, that there may be a downturn in the markets in which the Company's communities are located, that the terms of any refinancing may not be as favorable as the terms of existing indebtedness, as well as those risks, special considerations, and other factors discussed in Item 1A, Risk Factors, of this Form 10-K, and those risk factors and special considerations set forth in the Company’s other filings with the SEC which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of today, and the Company assumes no obligation to update this information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

Interest Rate Hedging Activities

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 usesentered into interest rate swaps as part of its cash flow hedging strategy. As of December 31, 2013,2016, the Company has entered into tenfive interest rate swap contracts to mitigate the risk of changes in the interest-related cash outflows on $300.0$175.0 million, of the five-year unsecured term debt.debt, $150.0 million of which relate to four forward starting interest rate swaps that have settlement payments starting in March 2017. As of December 31, 2013,2016, the Company also had $167.6$281.7 million of variable rate indebtedness, of which $156.9$20.7 million is subject to interest rate cap protection. All of the Company’s derivative instrumentsinterest rate swaps are designated as cash flow hedges and the Company does not have any fair value hedges as of December 31, 2013.2016. The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s derivative instruments used to hedge interest rates as of December 31, 2013.2016. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates or market risks. The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, 2013.2016.

 
 
  
  Carrying and  Estimated Carrying Value 
 
 Notional  Maturity  Estimate Fair  + 50  - 50 
($ in thousands)
 Amount  Date Range  Value  Basis Points  Basis Points 
Cash flow hedges: 
  
  
         
Interest rate swaps $300,000   2016-2017  $(2,682) $1,989  $(6,500)
Interest rate caps  156,904   2014-2018   -   48   - 
Total cash flow hedges $456,904   2014-2018  $(2,682) $2,037  $(6,500)

46
      Carrying and Estimated Carrying Value
    Maturity Estimated + 50 - 50
($ in thousands)
 Notional Amount Date Range Fair Value Basis Points Basis Points
Cash flow hedges:        
  
Interest rate swaps $175,000
 2017-2022 $4,406
 $7,930
 $883
Interest rate caps 20,674
 2018-2019 —
 1
 —
Total cash flow hedges $195,674
 2017-2022 $4,406
 $7,931
 $883

TableAdditionally, the Company has entered into total return swap contracts, with an aggregate notional amount of Contents$257.3 million, that effectively converts $257.3 million of mortgage notes payable to a floating interest rate based on SIFMA plus a spread and carrying value of zero at December 31, 2016. The Company is exposed to insignificant interest rate risk on these swaps as the related mortgages are callable, at par, by the Company, co-terminus with the termination of any related swap. These derivatives do not qualify for hedge accounting.

Interest Rate Sensitive Liabilities

The Company is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Company borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Company does not enter into derivative or interest rate transactions for speculative purposes.

The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows. Management has estimated that the fair value of the Company’s $2.30 billion and $2.13$5.1 billion of fixed rate debt, including premiums, discounts and debt financing costs, at December 31, 2013 and 2012 respectively,2016, to be $2.33 billion and $2.24$5.1 billion.  Management has estimated the fair value of the Company’s $737.0 million and $692.9$499.7 million of variable rate debt, including debt financing costs, at December 31, 2013 and 2012, respectively, is $719.4 million and $671.72016, to be $502.8 million based on the terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplacemarketplace. The following table represents scheduled principal payments ($ in thousands).
 
 
 For the Years Ended December 31, 
 
 2014  2015  2016  2017  2018  Thereafter 
 Total  Fair value 
 
 
  
  
  
  
  
 
 
  
 
Fixed rate debt $-  $67,461  $162,390  $222,731  $271,156  $1,572,764 
 $2,296,502  $2,329,482 
Average interest rate  -   5.2%  4.5%  5.5%  5.9%  5.0%
        
Variable rate debt $20,421  $199,000  $200,000  $150,000  $-  $167,601 (1)$737,022  $719,414 
Average interest rate  2.2%  2.2%  2.5%  2.5%  -   1.6%         

 For the Years Ended December 31,
 2017 2018 2019 2020 2021 ThereafterTotal Fair value
Fixed rate debt 
$422,263 $301,033 $651,362 $693,221 $550,876 $2,412,626
$5,031,381
 $5,123,058
Average interest rate2.7% 5.5% 4.3% 4.8% 4.3% 3.6% 
  
Variable rate debt (1)
$533
 $542
 $125,592
 $647
 $708
 $378,687
$506,709
 $502,767
Average interest rate1.5% 1.5% 1.8% 1.5% 1.5% 1.6% 
  
 
(1)
$156.9195.7 million is subject to interest rate caps.protection agreements ($150.0 million in swaps have settlement payments starting in March 2017).

The table incorporates only those exposures that exist as of December 31, 2013;2016; it does not consider those exposures or positions that could arise after that date. As a result, the Company’s ultimate realized gain or loss, with respect to interest rate fluctuations and hedging strategies would depend on the exposures that arise during the period.

Item 8. Financial Statements and Supplementary Data

The response to this item is submitted as a separate section of this Form 10-K. See Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Essex Property Trust, Inc.

As of December 31, 2013,2016, ESS carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, ESS’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2013,2016, ESS’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by ESS in the reports that ESS files or submits under the Exchange Act were 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 ESS  files or submits under the Exchange Act is accumulated and communicated to the ESS’s management, including ESS’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in ESS’s internal control over financial reporting, that occurred during the quarter ended December 31, 2013,2016, that have materially affected, or are reasonably likely to materially affect, ESS’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

ESS’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). ESS’s management assessed the effectiveness of ESS’s internal control over financial reporting as of December 31, 2013.2016. In making this assessment, ESS’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (1992)(2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). ESS’s management has concluded that, as of December 31, 2013,2016, its internal control over financial reporting was effective based on these criteria. ESS’s independent registered public accounting firm, KPMG LLP, has issued an attestation report over ESS’s internal control over financial reporting, which is included herein.





Essex Portfolio, L.P.

As of December 31, 2013,2016, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer of the general partner, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of the general partner concluded that as of December 31, 2013,2016, 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 theit files or submits under the Exchange Act were 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 the Chief Executive Officer and Chief Financial Officer of the general partner, 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, 2013,2016, 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 Securities Exchange Act of 1934, as amended). The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2013.2016. In making this assessment, the Operating Partnership’s management used the criteria set forth in the report entitled “Internal Control-Integrated Framework (1992)(2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Operating Partnership’s management has concluded that, as of December 31, 2013,2016, its internal control over financial reporting was effective based on these criteria.
 
Item 9B. Other Information

None.

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 20142017 Annual Meeting of Shareholders, under the heading “Board and Corporate Governance Matters,” to be filed with the SEC within 120 days of December 31, 2013.2016.

Item 11. Executive Compensation
 
The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our 20142017 Annual Meeting of Shareholders, under the headings “Executive CompensationCompensation” and Other Information” and “Election of Directors – Governance, Board, and Committee Meetings:“Director Compensation, of Directors,” to be filed with the SEC within 120 days of December 31, 2013.2016.

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 20142017 Annual Meeting of Shareholders, under the heading “Security Ownership of Certain Beneficial Owners and Management,” to be filed with the SEC within 120 days of December 31, 2013.2016.
 
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 20142017 Annual Meeting of Shareholders, under the heading “Certain Relationships and Related Persons Transactions,” to be filed with the SEC within 120 days of December 31, 2013.2016.


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 20142017 Annual Meeting of Shareholders, under the headings “Report of the Audit Committee” and “Fees ofPaid to KPMG LLP,” to be filed with the SEC within 120 days of December 31, 2013.2016.

PART IV

Item 15. Exhibits and Financial Statement Schedules
 
(A) Financial Statements
 
(1)   Consolidated Financial Statements of Essex Property Trust, Inc.
Page
 
ReportReports of Independent Registered Public Accounting FirmF-1
F- 1
 
Consolidated Balance Sheets: As of December 31, 20132016 and 20122015
F-5F- 4
 
Consolidated Statements of Operations:Income: Years ended December 31, 2013, 2012,2016, 2015, and 20112014
F-6F- 5
 
Consolidated Statements of Comprehensive Income: Years ended December 31, 2013, 2012,2016, 2015, and 20112014F-7
F- 6
 
Consolidated Statements of Equity: Years ended December 31, 2013, 2012,2016, 2015, and 20112014F-8
F- 7
 
Consolidated Statements of Cash Flows: Years ended December 31, 2013, 2012,2016, 2015, and 20112014
F-9 10
 
Notes to Consolidated Financial Statements
F-17 20
 
(2)   Consolidated Financial Statements of Essex Portfolio, L.P.
 
Report of Independent Registered Public Accounting Firm
F-4 3
 
Consolidated Balance Sheets: As of December 31, 20132016 and 20122015
F-11F- 12
 
Consolidated Statements of Operations:Income: Years ended December 31, 2013, 2012,2016, 2015, and 20112014
F-12F- 13
 
Consolidated Statements of Comprehensive Income: Years ended December 31, 2013, 2012,2016, 2015, and 20112014F-13
F- 14
 
Consolidated Statements of Capital: Years ended December 31, 2013, 2012,2016, 2015, and 20112014F-14
F- 15
 
Consolidated Statements of Cash Flows: Years ended December 31, 2013, 2012,2016, 2015, and 20112014
F-15 18
 
Notes to Consolidated Financial Statements
F-17 20
 
(3)  Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2013.2016F-47
F- 51
 
(4)   See the Exhibit Index immediately following 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)(3)(4) above.
Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Essex Property Trust, Inc.:
 
We have audited the accompanying consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations,income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013.2016. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule III. These consolidated financial statements and the accompanying financial statement schedule III are the responsibility of Essex Property Trust, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements and the accompanying financial statement schedule III based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Essex Property Trust, Inc. and subsidiaries as of December 31, 20132016 and 2012,2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013,2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Essex Property Trust, Inc.’s internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control–Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 201424, 2017 expressed an unqualified opinion on the effectiveness of Essex Property Trust, Inc.’s internal control over financial reporting.

/S/ KPMG LLP
KPMG LLP
 
San Francisco, California
February 26, 201424, 2017
Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Essex Property Trust, Inc.:

We have audited Essex Property Trust, Inc.’s internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control–Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Essex Property Trust, Inc.’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, appearing under Item 9A. Our responsibility is to express an opinion on Essex Property Trust, Inc.'s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 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.

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.

In our opinion, Essex Property Trust, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control–Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Essex Property Trust, Inc. and subsidiaries as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations,income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013,2016, and our report dated February 26, 2014,24, 2017, expressed an unqualified opinion on those consolidated financial statements.

/S/ KPMG LLP
KPMG LLP
 
San Francisco, California
February 26, 201424, 2017

F-3
Independent Registered Public Accounting Firm

The General Partner
Essex Portfolio, L.P.:

We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. (the Operating Partnership) and subsidiaries as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations,income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2013.2016. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule III. These consolidated financial statements and the accompanying financial statement schedule III are the responsibility of Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and the accompanying financial statement schedule III based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Essex Portfolio, L.P. and subsidiaries as of December 31, 20132016 and 2012,2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013,2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.


/S/ KPMG LLP
KPMG LLP

San Francisco, California
February 26, 201424, 2017
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 20132016 and 20122015
(Dollars in thousands, except share amounts)
 
 2013  2012 
ASSETS
 
  
 
Real estate: 
  
 
Rental properties: 
  
 
Land and land improvements $1,083,552  $1,003,171 
Buildings and improvements  4,360,205   4,030,501 
 
  5,443,757   5,033,672 
Less: accumulated depreciation  (1,254,886)  (1,081,517)
 
  4,188,871   3,952,155 
 
        
Real estate under development  50,430   66,851 
Co-investments  677,133   571,345 
 
  4,916,434   4,590,351 
Cash and cash equivalents-unrestricted  18,491   18,606 
Cash and cash equivalents-restricted  35,275   23,520 
Marketable securities  90,084   92,713 
Notes and other receivables  68,255   66,163 
Prepaid expenses and other assets  33,781   35,003 
Deferred charges, net  24,519   20,867 
Total assets $5,186,839  $4,847,223 
 
        
 
        
LIABILITIES AND EQUITY
        
Mortgage notes payable $1,404,080  $1,565,599 
Unsecured debt  1,410,023   1,112,084 
Lines of credit  219,421   141,000 
Accounts payable and accrued liabilities  67,183   64,858 
Construction payable  8,047   5,392 
Dividends payable  50,627   45,052 
Derivative liabilities  2,682   6,606 
Other liabilities  22,189   22,167 
Total liabilities  3,184,252   2,962,758 
Commitments and contingencies        
Cumulative convertible 4.875% Series G preferred stock; $.0001 par value: 5,980,000 issued, and 178,249 outstanding  4,349   4,349 
Equity:        
Common stock; $.0001 par value, 656,020,000 shares authorized;37,421,219 and 36,442,994 shares issued and outstanding  4   3 
Cumulative redeemable 7.125% Series H preferred stock at liquidation value  73,750   73,750 
Excess stock, $.0001 par value, 330,000,000 shares authorized and no shares issued or outstanding  -   - 
Additional paid-in capital  2,345,763   2,204,778 
Distributions in excess of accumulated earnings  (474,426)  (444,466)
Accumulated other comprehensive loss, net  (60,472)  (69,261)
Total stockholders' equity  1,884,619   1,764,804 
Noncontrolling interest  113,619   115,312 
Total equity  1,998,238   1,880,116 
Total liabilities and equity $5,186,839  $4,847,223 
 2016 2015
ASSETS
Real estate:   
Rental properties:   
Land and land improvements$2,559,743
 $2,522,842
Buildings and improvements10,116,563
 9,808,627
 12,676,306
 12,331,469
Less accumulated depreciation(2,311,546) (1,949,892)
 10,364,760
 10,381,577
Real estate under development190,505
 242,326
Co-investments1,161,275
 1,036,047
Real estate held for sale, net101,957
 26,879
 11,818,497
 11,686,829
Cash and cash equivalents-unrestricted64,921
 29,683
Cash and cash equivalents-restricted105,381
 93,372
Marketable securities139,189
 137,485
Notes and other receivables40,970
 19,285
Prepaid expenses and other assets48,450
 41,730
Total assets$12,217,408
 $12,008,384
LIABILITIES AND EQUITY
Unsecured debt, net$3,246,779
 $3,088,680
Mortgage notes payable, net2,191,481
 2,215,077
Lines of credit125,000
 15,000
Accounts payable and accrued liabilities138,226
 131,415
Construction payable35,909
 40,953
Dividends payable110,170
 100,266
Other liabilities32,922
 34,518
Total liabilities5,880,487
 5,625,909
Commitments and contingencies

 

Redeemable noncontrolling interest44,684
 45,452
Equity: 
  
Common stock; $.0001 par value, 670,000,000 and 656,020,000 shares authorized, respectively; 65,527,993 and 65,379,359 shares issued and outstanding, respectively6
 6
Cumulative redeemable 7.125% Series H preferred stock at liquidation value—
 73,750
Additional paid-in capital7,029,679
 7,003,317
Distributions in excess of accumulated earnings(805,409) (797,329)
Accumulated other comprehensive loss, net(32,098) (42,011)
Total stockholders' equity6,192,178
 6,237,733
Noncontrolling interest100,059
 99,290
Total equity6,292,237
 6,337,023
Total liabilities and equity$12,217,408
 $12,008,384

See accompanying notes to consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of OperationsIncome
Years ended December 31, 2013, 20122016, 2015 and 20112014
(Dollars in thousands, except per share and share amounts)

 
 2013  2012  2011 
Revenues: 
  
  
 
Rental and other property $602,003  $526,696  $460,660 
Management and other fees from affiliates  11,700   11,489   6,780 
 
  613,703   538,185   467,440 
Expenses:            
Property operating, excluding real estate taxes  138,736   123,813   113,733 
Real estate taxes  57,276   48,354   43,777 
Depreciation  192,420   169,173   150,009 
General and administrative  25,601   23,307   20,694 
Cost of management and other fees  6,681   6,513   4,610 
Merger expenses  4,284   -   - 
 
  424,998   371,160   332,823 
Earnings from operations  188,705   167,025   134,617 
 
            
Interest expense before amortization  (104,600)  (100,244)  (91,694)
Amortization expense  (11,924)  (11,644)  (11,474)
Interest and other income  11,633   13,833   17,139 
Equity income (loss)  from co-investments  55,865   41,745   (467)
Loss on early retirement of debt, net  (300)  (5,009)  (1,163)
Gain on sale of land  1,503   -   - 
Gain on remeasurement of co-investment  -   21,947   - 
Income before discontinued operations  140,882   127,653   46,958 
Income from discontinued operations  31,173   11,937   10,558 
Net income  172,055   139,590   57,516 
Net income attributable to noncontrolling interest  (15,772)  (14,306)  (10,446)
Net income attributable to controlling interest  156,283   125,284   47,070 
Dividends to preferred stockholders  (5,472)  (5,472)  (4,753)
Excess of cash paid to redeem preferred stock and units over the carrying value  -   -   (1,949)
Net income available to common stockholders $150,811  $119,812  $40,368 
Per share data:            
Basic:            
Income before discontinued operations available to common stockholders $3.26  $3.10  $0.94 
Income from discontinued operations available to common stockholders  0.79   0.32   0.30 
Net income available to common stockholders $4.05  $3.42  $1.24 
 
            
Weighted average number of shares outstanding during the year  37,248,960   35,032,491   32,541,792 
Diluted:            
Income before discontinued operations available to common stockholders $3.25  $3.09  $0.94 
Income from discontinued operations available to common stockholders  0.79   0.32   0.30 
Net income available to common stockholders $4.04  $3.41  $1.24 
 
            
Weighted average number of shares outstanding during the year  37,335,295   35,124,921   32,628,714 
 2016 2015 2014
Revenues:     
Rental and other property$1,285,723
 $1,185,498
 $961,591
Management and other fees from affiliates8,278
 8,909
 9,347
 1,294,001
 1,194,407
 970,938
Expenses: 
  
  
Property operating, excluding real estate taxes249,765
 234,953
 204,673
Real estate taxes139,162
 128,555
 107,873
Depreciation and amortization441,682
 453,423
 360,592
General and administrative40,751
 40,090
 40,878
Merger and integration expenses—
 3,798
 53,530
Acquisition and investment related costs1,841
 2,414
 1,878
 873,201
 863,233
 769,424
Earnings from operations420,800
 331,174
 201,514
Interest expense(219,654) (204,827) (164,551)
Total return swap income11,716
 5,655
 —
Interest and other income27,305
 19,143
 11,811
Equity income from co-investments48,698
 21,861
 39,893
Loss on early retirement of debt(606) (6,114) (268)
Gain on sale of real estate and land154,561
 47,333
 46,039
Deferred tax expense on gain on sale of real estate and land(4,410) —
 —
Gain on remeasurement of co-investment—
 34,014
 —
Net income438,410
 248,239
 134,438
Net income attributable to noncontrolling interest(23,431) (16,119) (12,288)
Net income attributable to controlling interest414,979
 232,120
 122,150
Dividends to preferred stockholders(1,314) (5,255) (5,291)
Excess of redemption value of preferred stock over the carrying value(2,541) —
 —
Net income available to common stockholders$411,124
 $226,865
 $116,859
Per share data: 
  
  
Basic: 
  
  
Net income available to common stockholders$6.28
 $3.50
 $2.07
Weighted average number of shares outstanding during the year65,471,540
 64,871,717
 56,546,959
Diluted: 
  
  
Net income available to common stockholders$6.27
 $3.49
 $2.06
Weighted average number of shares outstanding during the year65,587,816
 65,061,685
 56,696,525

See accompanying notes to consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2013, 20122016, 2015 and 20112014
(Dollars in thousands)

 
 2013  2012  2011 
 
 
  
  
 
Net income $172,055  $139,590  $57,516 
Other comprehensive income (loss):            
Changes in fair value of cash flow hedges and amortization of  settlement swaps  12,614   3,402   7,707 
Changes in fair value of marketable securities  (1,556)  1,411   1,330 
Reversal of unrealized gains upon the sale of marketable securities  (1,767)  (1,082)  (4,286)
Total other comprehensive income  9,291   3,731   4,751 
Comprehensive income  181,346   143,321   62,267 
Comprehensive income attributable to noncontrolling interest  (16,274)  (14,527)  (10,751)
Comprehensive income attributable to controlling interest $165,072  $128,794  $51,516 
 2016 2015 2014
Net income$438,410
 $248,239
 $134,438
Other comprehensive income (loss): 
  
  
Change in fair value of derivatives and amortization of swap settlements15,926
 7,893
 4,168
Changes in fair value of marketable securities, net(828) 1,865
 6,302
Reversal of unrealized gains upon the sale of marketable securities(4,848) —
 (886)
Total other comprehensive income10,250
 9,758
 9,584
Comprehensive income448,660
 257,997
 144,022
Comprehensive income attributable to noncontrolling interest(23,768) (16,436) (12,852)
Comprehensive income attributable to controlling interest$424,892
 $241,561
 $131,170

See accompanying notes to consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2013, 20122016, 2015 and 20112014
(Dollars and shares in thousands)
 
Series H
Preferred stock
 Common stock 
Additional
paid-in
 
Distributions
in excess of
accumulated
 
Accumulated
other
comprehensive
 Noncontrolling  
 Shares Amount Shares Amount capital earnings loss, net Interest Total
Balances at December 31, 20132,950
 73,750
 37,421
 4
 2,345,763
 (474,426) (60,472) 113,619
 1,998,238
Net income—
 —
 —
 —
 —
 122,150
 —
 12,288
 134,438
Reversal of unrealized gains upon the sale of marketable securities—
 —
 —
 —
 —
 —
 (841) (45) (886)
Changes in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 3,721
 447
 4,168
Changes in fair value of marketable securities—
 —
 —
 —
 —
 —
 6,140
 162
 6,302
Issuance of common stock under:                 
Stock consideration in the Merger, net—
 —
 23,067
 2
 3,774,085
 —
 —
 —
 3,774,087
Stock option and restricted stock plans, net—
 —
 218
 —
 11,024
 —
 —
 —
 11,024
Equity distribution agreements, net—
 —
 2,943
 —
 532,670
 —
 —
 —
 532,670
Equity-based compensation costs—
 —
 —
 —
 5,719
 —
 —
 6,153
 11,872
Reclassification of noncontrolling interest to redeemable noncontrolling interest—
 —
 —
 —
 (19,823) —
 —
 (1,067) (20,890)
Changes in the redemption value of redeemable noncontrolling interest—
 —
 —
 —
 312
 —
 —
 —
 312
Conversion of Series G preferred stock—
 —
 34
 —
 4,349
 —
 —
 —
 4,349
Contributions from noncontrolling interest—
 —
 —
 —
 —
 —
 —
 1,419,816
 1,419,816
Retirement of noncontrolling interest—
 —
 —
 —
 —
 —
 —
 (1,419,816) (1,419,816)
Distributions to noncontrolling interest—
 —
 —
 —
 —
 —
 —
 (17,069) (17,069)
Redemptions of noncontrolling interest—
 —
 —
 —
 (2,934) —
 —
 (1,092) (4,026)

 
 Preferred stock  Common stock  
Additional
paid-in
  
Distributions
in excess of
accumulated
  
Accumulated
other
comprehensive(loss) income,
  Noncontrolling  
 
 
 Shares  Amount  Shares  Amount  capital  earnings   net  Interest  Total 
Balances at December 31, 2010  1,000  $25,000   31,325  $3  $1,515,468  $(313,308) $(77,217) $205,068  $1,355,014 
Net income  -   -   -   -   -   47,070   -   10,446   57,516 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (4,011)  (275)  (4,286)
Changes in fair value of cash flow hedges and amortization of settlement swaps  -   -   -   -   -   -   7,212   495   7,707 
Changes in fair value of marketable securities  -   -   -   -   -   -   1,245   85   1,330 
Issuance of common stock under:                                    
Stock option plans  -   -   103   -   8,412   -   -   -   8,412 
Sale of common stock  -   -   2,460   -   323,931   -   -   -   323,931 
Equity based compensation costs  -   -   -   -   (725)  -   -   1,598   873 
Issuance of Series H Preferred  2,950   73,750   -   -   (2,541)  -   -   -   71,209 
Redemptions of Series F Preferred  (1,000)  (25,000)  -   -   -   -   -   -   (25,000)
Redemptions of Series B Preferred  -   -   -   -   1,200   -   -   (80,000)  (78,800)
Redemptions of noncontrolling interest  -   -   -   -   (1,134)  -   -   (4,253)  (5,387)
Distributions to noncontrolling interest  -   -   -   -   -   -   -   (16,963)  (16,963)
Common and preferred stock dividends declared  -   -   -   -   -   (141,828)  -   -   (141,828)
Balances at December 31, 2011  2,950   73,750   33,888   3   1,844,611   (408,066)  (72,771)  116,201   1,553,728 
Net income  -   -   -   -   -   125,284   -   14,306   139,590 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (1,018)  (64)  (1,082)
Changes in fair value of cash flow hedges and amortization of settlement swaps  -   -   -   -   -   -   3,183   219   3,402 
Changes in fair value of marketable securities  -   -   -   -   -   -   1,345   66   1,411 
Issuance of common stock under:                                    
Stock option plans  -   -   151   -   4,675   -   -   -   4,675 
Sale of common stock  -   -   2,404   -   357,720   -   -   -   357,720 
Equity based compensation costs  -   -   -   -   (430)  -   -   2,231   1,801 
Contributions from noncontrollong interest  -   -   -   -   -   -   -   4,232   4,232 
Redemptions of noncontrolling interest  -   -   -   -   (1,798)  -   -   (5,188)  (6,986)
Distributions to noncontrolling interest  -   -   -   -   -   -   -   (16,691)  (16,691)
Common and preferred stock dividends declared  -   -   -   -   -   (161,684)  -   -   (161,684)
Balances at December 31, 2012  2,950   73,750   36,443   3   2,204,778   (444,466)  (69,261)  115,312   1,880,116 
Net income  -   -   -   -   -   156,283   -   15,772   172,055 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (1,673)  (94)  (1,767)
Changes in fair value of cash flow hedges and amortization of settlement swaps  -   -   -   -   -   -   11,934   680   12,614 
Changes in fair value of marketable securities  -   -   -   -   -   -   (1,472)  (84)  (1,556)
Issuance of common stock under:                                    
Stock option plans  -   -   65   -   7,244   -   -   -   7,244 
Sale of common stock  -   -   913   1   138,365   -   -   -   138,366 
Equity based compensation costs  -   -   -   -   (907)  -   -   2,515   1,608 
Redemptions of noncontrolling interest  -   -   -   -   (3,717)  -   -   (1,994)  (5,711)
Distributions to noncontrolling interest  -   -   -   -   -   -   -   (18,488)  (18,488)
Common and preferred stock dividends declared  -   -   -   -   -   (186,243)  -   -   (186,243)
Balances at December 31, 2013  2,950  $73,750   37,421  $4  $2,345,763  $(474,426) $(60,472) $113,619  $1,998,238 
Common and preferred stock dividends—
 —
 —
 —
 —
 (298,521) —
 —
 (298,521)
Balances at December 31, 20142,950
 73,750
 63,683
 6
 6,651,165
 (650,797) (51,452) 113,396
 6,136,068
Net income—
 —
 —
 —
 —
 232,120
 —
 16,119
 248,239
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 7,637
 256
 7,893
Change in fair value of marketable securities—
 —
 —
 —
 —
 —
 1,804
 61
 1,865
Issuance of common stock under:                 
Stock option and restricted stock plans, net—
 —
 207
 —
 26,540
 —
 —
 —
 26,540
Sale of common stock, net—
 —
 1,482
 —
 332,137
 —
 —
 —
 332,137
Equity based compensation costs—
 —
 —
 —
 5,946
 —
 —
 3,700
 9,646
Reclassification of noncontrolling interest to redeemable noncontrolling interest—
 —
 —
 —
 (7,657) —
 —
 (12,115) (19,772)
Changes in the redemption value of redeemable noncontrolling interest—
 —
 —
 —
 (2,615) —
 —
 —
 (2,615)
Distributions to noncontrolling interest—
 —
 —
 —
 —
 —
 —
 (21,705) (21,705)
Redemptions of noncontrolling interest—
 —
 7
 —
 (2,199) —
 —
 (422) (2,621)
Common and preferred stock dividends—
 —
 —
 —
 —
 (378,652) —
 —
 (378,652)
Balances at December 31, 20152,950
 $73,750
 65,379
 $6
 $7,003,317
 $(797,329) $(42,011) $99,290
 $6,337,023
Net income—
 —
 —
 —
 —
 414,979
 —
 23,431
 438,410
Reversal of unrealized gains upon the sale of marketable securities—
 —
 —
 —
 —
 —
 (4,689) (159) (4,848)
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 15,403
 523
 15,926
Change in fair value of marketable securities, net—
 —
 —
 —
 —
 —
 (801) (27) (828)
Issuance of common stock under:                 
Stock option and restricted stock plans, net—
 —
 140
 —
 18,949
 —
 —
 —
 18,949
Sale of common stock, net—
 —
 —
 —
 (384) —
 —
 —
 (384)
Equity based compensation costs—
 —
 —
 —
 8,246
 —
 —
 2,653
 10,899

Redemption of Series H preferred stock(2,950) (73,750) —
 —
 2,541
 (2,541) —
 —
 (73,750)
Retirement of common stock, net—
 —
 (5) —
 (1,045) —
 —
 —
 (1,045)
Changes in the redemption value of redeemable noncontrolling interest—
 —
 —
 —
 172
 —
 —
 596
 768
Distributions to noncontrolling interest—
 —
 —
 —
 —
 —
 —
 (25,854) (25,854)
Redemptions of noncontrolling interest—
 —
 14
 —
 (2,117) —
 —
 (394) (2,511)
Common and preferred stock dividends—
 —
 —
 —
 —
 (420,518) —
 —
 (420,518)
Balances at December 31, 2016—
 $—
 65,528
 $6
 $7,029,679
 $(805,409) $(32,098) $100,059
 $6,292,237

See accompanying notes to consolidated financial statements.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2013, 20122016, 2015 and 20112014
(Dollars in thousands)
 
 2013  2012  2011 
Cash flows from operating activities: 
  
  
 
Net income $172,055  $139,590  $57,516 
Adjustments to reconcile net income to net cash provided by operating activities:            
Gain on sale of marketable securities  (1,767)  (819)  (4,956)
Gain on remeasurement of co-investment  -   (21,947)  - 
Company's share of gain on the sales of co-investment  (41,252)  (29,112)  (919)
Gain on the sales of real estate  (30,725)  (10,870)  (8,562)
Loss on early retirement of debt  300   5,009   1,163 
Co-investments  5,023   1,626   7,929 
Amortization expense  12,216   11,644   11,474 
Amortization of discount on notes receivables  (844)  (1,832)  (1,757)
Amortization of discount on marketable securities  (6,556)  (5,127)  (4,794)
Depreciation  193,518   170,686   152,542 
Equity-based compensation  4,508   4,141   2,927 
Changes in operating assets and liabilities:            
Prepaid expenses and other assets  (1,588)  (9,488)  (1,172)
Accounts payable and accrued liabilities  72   12,360   3,620 
Other liabilities  22   1,638   1,560 
Net cash provided by operating activities  304,982   267,499   216,571 
Cash flows from investing activities:            
Additions to real estate:            
Acquisitions of real estate  (348,774)  (393,771)  (57,478)
Improvements to recent acquisitions  (21,240)  (13,704)  (16,446)
Redevelopment  (42,035)  (39,027)  (45,130)
Revenue generating capital expenditures  (5,254)  (7,620)  (7,616)
Lessor required capital expenditures  (8,641)  (1,173)  - 
Non-revenue generating capital expenditures  (27,038)  (30,491)  (26,090)
Acquisition of and additions to real estate under development  (17,757)  (29,196)  (79,194)
Acquisition of membership interest in co-investment  -   (85,000)  - 
Dispositions of real estate  65,496   27,800   23,003 
Changes in restricted cash and refundable deposits  (9,149)  (6,069)  (1,376)
Purchases of marketable securities  (16,442)  (73,735)  (8,048)
Sales and maturities of marketable securities  24,172   61,703   32,998 
Purchases of and advances under notes and other receivables  (56,750)  (26,000)  (12,325)
Collections of notes and other receivables  53,438   14,525   884 
Contributions to co-investments  (162,578)  (260,153)  (246,106)
Non-operating distributions from co-investments  118,856   49,773   17,141 
Net cash used in investing activities  (453,696)  (812,138)  (425,783)
Cash flows from financing activities:            
Borrowings under debt agreements  969,061   1,745,853   1,514,684 
Repayment of debt  (750,900)  (1,371,317)  (1,435,135)
Additions to deferred charges  (7,402)  (6,707)  (5,533)
Payments to settle derivative instruments  -   -   (2,395)
Net proceeds from issuance of Preferred stock, Series H  -   -   71,209 
Retirement of Series B preferred units and Series F Preferred stock  -   -   (103,800)
Equity related issuance cost  (617)  (309)  (627)
Net proceeds from stock options exercised  4,958   2,643   6,986 
Net proceeds from issuance of common stock  138,366   357,720   323,931 
Contributions from noncontrolling interest  -   2,400   - 
Distributions to noncontrolling interest  (18,488)  (16,691)  (16,963)
Redemption of noncontrolling interest  (5,711)  (6,986)  (5,387)
Common and preferred stock dividends paid  (180,668)  (156,250)  (138,622)
Net cash provided by financing activities  148,599   550,356   208,348 
Net increase (decrease) in cash and cash equivalents  (115)  5,717   (864)
Cash and cash equivalents at beginning of year  18,606   12,889   13,753 
Cash and cash equivalents at end of year $18,491  $18,606  $12,889 

(Continued)
 2016 2015 2014
Cash flows from operating activities:     
Net income$438,410
 $248,239
 $134,438
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Depreciation and amortization441,682
 453,423
 360,592
Amortization of discount on marketable securities and other investments(14,211) (12,389) (9,325)
Amortization of (premium) discount and financing costs, net(15,234) (19,361) (14,672)
Gain on sale of marketable securities and other investments(5,719) (598) (886)
Company's share of gain on the sales of co-investments(13,046) —
 (6,558)
Earnings from co-investments(35,652) (21,861) (33,335)
Operating distributions from co-investments60,472
 46,608
 49,486
Gain on the sales of real estate and land(154,561) (47,333) (46,039)
Equity-based compensation10,899
 6,061
 8,740
Loss on early retirement of debt, net606
 6,114
 268
Gain on remeasurement of co-investments—
 (34,014) —
Noncash merger and integration expenses—
 —
 9,025
Changes in operating assets and liabilities: 
  
  
Prepaid expenses, receivables and other assets(2,328) 267
 15,828
Accounts payable and accrued liabilities1,701
 (9,633) 24,233
Other liabilities(496) 1,887
 1,517
Net cash provided by operating activities712,523
 617,410
 493,312
Cash flows from investing activities: 
  
  
Additions to real estate: 
  
  
Acquisitions of real estate and acquisition related capital expenditures(315,632) (515,726) (387,547)
Redevelopment(83,927) (99,346) (81,429)
Development acquisitions of and additions to real estate under development(76,455) (157,900) (152,766)
Capital expenditures on rental properties(60,013) (57,277) (78,864)
Acquisition of membership interest in co-investments—
 (115,724) —
Collections of notes and other receivables4,070
 —
 76,585
Investments in notes receivable(24,070) —
 —
Proceeds from insurance for property losses5,543
 16,811
 35,547
BRE merger consideration paid—
 —
 (555,826)
Proceeds from dispositions of real estate239,289
 319,008
 141,189
Contributions to co-investments(183,989) (127,879) (246,006)
Changes in restricted cash and refundable deposits(14,138) (14,068) (36,582)
Purchases of marketable securities(18,779) (14,300) (20,516)
Sales and maturities of marketable securities and other investments30,458
 8,907
 8,753
Non-operating distributions from co-investments76,231
 31,938
 150,306
Net cash used in investing activities(421,412) (725,556) (1,147,156)
Cash flows from financing activities: 
  
  

F-9
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
Borrowings under debt agreements1,265,388
 1,345,855
 2,093,406
Repayment of debt(1,018,126) (1,197,351) (1,814,020)
Repayment of cumulative redeemable preferred stock(73,750) —
 —
Retirement of common stock(1,045) —
 —
Additions to deferred charges(7,926) (8,034) (17,402)
Net proceeds from issuance of common stock(384) 332,137
 531,379
Net proceeds from stock options exercised18,949
 26,540
 11,039
Distributions to noncontrolling interest(25,334) (21,055) (17,465)
Redemption of noncontrolling interest(2,511) (2,621) (5,753)
Common and preferred stock dividends paid(411,134) (367,257) (260,574)
Net cash (used in) provided by financing activities(255,873) 108,214
 520,610
Cash acquired from the BRE merger—
 —
 140,353
Cash acquired from consolidation of co-investment—
 4,005
 —
Net increase in cash and cash equivalents35,238
 4,073
 7,119
Cash and cash equivalents at beginning of year29,683
 25,610
 18,491
Cash and cash equivalents at end of year$64,921
 $29,683
 $25,610
      
Supplemental disclosure of cash flow information:     
Cash paid for interest, net of capitalized interest$203,743
 $181,106
 $130,691
Interest capitalized$12,486
 $15,571
 $22,510
      
Supplemental disclosure of noncash investing and financing activities: 
  
  
Issuance of Operating Partnership units for contributed properties$—
 $—
 $1,419,816
Retirement of Operating Partnership units$—
 $—
 $(1,419,816)
Transfers between real estate under development to rental properties, net$104,159
 $308,704
 $10,203
Transfer from real estate under development to co-investments$9,919
 $6,234
 $83,574
Reclassifications (from) to redeemable noncontrolling interest to or from additional paid in capital and noncontrolling interest$(768) $22,387
 $18,766
Debt assumed in connection with acquisition (excluding BRE merger)$48,832
 $114,435
 $72,568
Debt deconsolidated in connection with BEX II transaction

$20,195
 $—
 $—
Consolidated Statements of Cash Flows
Years ended December 31, 2013, 2012 and 2011
(Dollars in thousands)

 
 
  
  
 
 
 2013  2012  2011 
Supplemental disclosure of cash flow information: 
  
  
 
Cash paid for interest, net of $16,486, $10,346, and $8,240 capitalized in 2013, 2012 and 2011, respectively
 $103,516  $95,597  $89,691 
Supplemental disclosure of noncash investing and financing activities:            
Transfer from real estate under development to rental properties $68  $6,632  $165,214 
Transfer from real estate under development to co-investments $27,906  $-  $54,472 
Transfer from co-investments to rental properties $-  $148,053  $- 
Mortgage notes assumed in connection with purchases            
of real estate including the loan premiums recorded $-  $82,133  $20,927 
Contribution of note receivable to co-investment $-  $12,325  $- 
Change in accrual of dividends $5,575  $5,441  $3,206 
Change in fair value of derivative liabilities $4,185  $4,461  $230 
Change in fair value of marketable securities $3,222  $459  $2,836 
Change in construction payable $2,655  $1,113  $2,518 
See accompanying notes to consolidated financial statements
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2013 and 2012
(Dollars in thousands, except per unit amounts)
 
 2013  2012 
ASSETS    
Real estate: 
  
 
Rental properties: 
  
 
Land and land improvements $1,083,552  $1,003,171 
Buildings and improvements  4,360,205   4,030,501 
 
        
 
  5,443,757   5,033,672 
Less accumulated depreciation  (1,254,886)  (1,081,517)
 
        
 
  4,188,871   3,952,155 
Real estate under development  50,430   66,851 
Co-investments  677,133   571,345 
 
  4,916,434   4,590,351 
Cash and cash equivalents-unrestricted  18,491   18,606 
Cash and cash equivalents-restricted  35,275   23,520 
Marketable securities  90,084   92,713 
Notes and other receivables  68,255   66,163 
Prepaid expenses and other assets  33,781   35,003 
Deferred charges, net  24,519   20,867 
 
        
Total assets $5,186,839  $4,847,223 
 
        
LIABILITIES AND CAPITAL        
Mortgage notes payable $1,404,080  $1,565,599 
Unsecured debt  1,410,023   1,112,084 
Lines of credit  219,421   141,000 
Accounts payable and accrued liabilities  67,183   64,858 
Construction payable  8,047   5,392 
Distributions payable  50,627   45,052 
Derivative liabilities  2,682   6,606 
Other liabilities  22,189   22,167 
Total liabilities  3,184,252   2,962,758 
Commitments and contingencies        
Cumulative convertible Series G preferred interest (liquidation value of $4,456)  4,349   4,349 
Capital:        
General Partner:        
Common equity (37,421,219 and 36,442,994  units issued and outstanding at December 31, 2013 and December 31, 2012, respectively)  1,873,882   1,762,856 
Preferred interest (liquidation value of $73,750)  71,209   71,209 
 
  1,945,091   1,834,065 
Limited Partners:        
Common equity (2,149,802 and 2,122,381  units issued and outstanding for the year ended December 31, 2013 and 2012, respectively)  45,957   45,593 
Accumulated other comprehensive loss  (58,940)  (68,231)
Total partners' capital  1,932,108   1,811,427 
Noncontrolling interest  66,130   68,689 
Total capital  1,998,238   1,880,116 
 
        
Total liabilities and capital $5,186,839  $4,847,223 

See accompanying notes to consolidated financial statements


ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2016 and 2015
(Dollars in thousands, except per unit amounts)
F-11
 2016 2015
ASSETS
Real estate:   
Rental properties:   
Land and land improvements$2,559,743
 $2,522,842
Buildings and improvements10,116,563
 9,808,627
 12,676,306
 12,331,469
Less: accumulated depreciation(2,311,546) (1,949,892)
 10,364,760
 10,381,577
Real estate under development190,505
 242,326
Co-investments1,161,275
 1,036,047
Real estate held for sale, net101,957
 26,879
 11,818,497
 11,686,829
Cash and cash equivalents-unrestricted64,921
 29,683
Cash and cash equivalents-restricted105,381
 93,372
Marketable securities139,189
 137,485
Notes and other receivables40,970
 19,285
Prepaid expenses and other assets48,450
 41,730
Total assets$12,217,408
 $12,008,384
LIABILITIES AND CAPITAL
Unsecured debt, net$3,246,779
 $3,088,680
Mortgage notes payable, net2,191,481
 2,215,077
Lines of credit125,000
 15,000
Accounts payable and accrued liabilities138,226
 131,415
Construction payable35,909
 40,953
Distributions payable110,170
 100,266
Other liabilities32,922
 34,518
Total liabilities5,880,487
 5,625,909
Commitments and contingencies

 

Redeemable noncontrolling interest44,684
 45,452
Capital: 
  
General Partner: 
  
Common equity (65,527,993 and 65,379,359 units issued and outstanding, respectively)6,224,276
 6,208,535
Series H 7.125% Preferred interest (liquidation value $0 and $73,750, respectively)—
 71,209
 6,224,276
 6,279,744
Limited Partners: 
  
Common equity (2,237,290 and 2,214,545 units issued and outstanding, respectively)49,436
 47,235
Accumulated other comprehensive loss(29,348) (39,598)
Total partners' capital6,244,364
 6,287,381
Noncontrolling interest47,873
 49,642
Total capital6,292,237
 6,337,023
Total liabilities and capital$12,217,408
 $12,008,384

Table of ContentsSee accompanying notes to consolidated financial statements

ESSEX PORTFOLIO, L.P. AND SUBSIDIARES
Consolidated Statements of OperationsIncome
Years ended December 31, 2013, 2012,2016, 2015, and 20112014
(Dollars in thousands, except per unit and unit amounts)

 
 2013  2012  2011 
Revenues:   
   
Rental and other property $602,003  $526,696  $460,660 
Management and other fees from affiliates  11,700   11,489   6,780 
 
  613,703   538,185   467,440 
Expenses:            
Property operating, excluding real estate taxes  138,736   123,813   113,733 
Real estate taxes  57,276   48,354   43,777 
Depreciation  192,420   169,173   150,009 
General and administrative  25,601   23,307   20,694 
Cost of management and other fees  6,681   6,513   4,610 
Merger Expenses  4,284   -   - 
 
  424,998   371,160   332,823 
 
            
Earnings from operations  188,705   167,025   134,617 
Interest expense before amortization  (104,600)  (100,244)  (91,694)
Amortization expense  (11,924)  (11,644)  (11,474)
Interest and other income  11,633   13,833   17,139 
Equity income (loss) from co-investments  55,865   41,745   (467)
Loss on early retirement of debt, net  (300)  (5,009)  (1,163)
Gain on sale of land  1,503   -   - 
Gain on remeasurement of co-investment  -   21,947   - 
Income before discontinued operations  140,882   127,653   46,958 
Income from discontinued operations  31,173   11,937   10,558 
Net income  172,055   139,590   57,516 
Net income attributable to noncontrolling interest  (6,834)  (6,347)  (5,571)
Net income attributable to controlling interest  165,221   133,243   51,945 
Preferred interest distributions - Series F, G, & H  (5,472)  (5,472)  (4,753)
Preferred interest distributions - limited partner  -   -   (1,650)
Excess of the carrying amount of preferred interest redeemed over the cash paid to redeem preferred interest  -   -   (1,949)
Net income available to common unitholders $159,749  $127,771  $43,593 
 
            
Per unit data:            
Basic:            
Income before discontinued operations available to common unitholders $3.27  $3.11  $0.95 
Income from discontinued operations  0.79   0.32   0.30 
Net income available to common unitholders $4.06  $3.43  $1.25 
Weighted average number of common units outstanding during the period  39,380,385   37,251,537   34,773,599 
 
            
Diluted:            
Income before discontinued operations available to common unitholders $3.26  $3.10  $0.95 
Income from discontinued operations  0.79   0.32   0.30 
Net income available to common unitholders $4.05  $3.42  $1.25 
Weighted average number of common units outstanding during the period  39,466,720   37,343,967   34,860,521 
 2016 2015 2014
Revenues:     
Rental and other property$1,285,723
 $1,185,498
 $961,591
Management and other fees from affiliates8,278
 8,909
 9,347
 1,294,001
 1,194,407
 970,938
Expenses: 
  
  
Property operating, excluding real estate taxes249,765
 234,953
 204,673
Real estate taxes139,162
 128,555
 107,873
Depreciation and amortization441,682
 453,423
 360,592
General and administrative40,751
 40,090
 40,878
Merger and integration expenses—
 3,798
 53,530
Acquisition and investment related costs1,841
 2,414
 1,878
 873,201
 863,233
 769,424
Earnings from operations420,800
 331,174
 201,514
Interest expense(219,654) (204,827) (164,551)
Total return swap income11,716
 5,655
 —
Interest and other income27,305
 19,143
 11,811
Equity income from co-investments48,698
 21,861
 39,893
Loss on early retirement of debt, net(606) (6,114) (268)
Gain on sale of real estate and land154,561
 47,333
 46,039
Deferred tax expense on gain on sale of real estate and land(4,410) —
 —
Gain on remeasurement of co-investment—
 34,014
 —
Net income438,410
 248,239
 134,438
Net income attributable to noncontrolling interest(9,342) (8,295) (7,421)
Net income attributable to controlling interest429,068
 239,944
 127,017
Preferred interest distributions(1,314) (5,255) (5,291)
Excess of redemption value of preferred units over the carrying value(2,541) —
 —
Net income available to common unitholders$425,213
 $234,689
 $121,726
Per unit data: 
  
  
Basic: 
  
  
Net income available to common unitholders$6.28
 $3.50
 $2.07
Weighted average number of common units outstanding during the year67,695,640
 67,054,184
 58,771,666
Diluted: 
  
  
Net income available to common unitholders$6.27
 $3.49
 $2.07
Weighted average number of common units outstanding during the year67,811,916
 67,244,152
 58,921,232

See accompanying notes to consolidated financial statements
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2013, 2012,2016, 2015, and 20112014
(Dollars in thousands)

 
 2013  2012  2011 
 
 
  
  
 
Net income $172,055  $139,590  $57,516 
Other comprehensive income (loss):            
Changes in fair value of cash flow hedges and amortization of settlement swaps  12,614   3,402   7,707 
Changes in fair value of marketable securities  (1,556)  1,411   1,330 
Reversal of unrealized gains upon the sale of marketable securities  (1,767)  (1,082)  (4,286)
Total other comprehensive income  9,291   3,731   4,751 
Comprehensive income  181,346   143,321   62,267 
Comprehensive income attributable to noncontrolling interest  (6,834)  (6,347)  (5,571)
Comprehensive income attributable to controlling interest $174,512  $136,974  $56,696 
 2016 2015 2014
Net income$438,410
 $248,239
 $134,438
Other comprehensive income (loss): 
  
  
Change in fair value of derivatives and amortization of swap settlements15,926
 7,893
 4,168
Changes in fair value of marketable securities, net(828) 1,865
 6,302
Reversal of unrealized gains upon the sale of marketable securities(4,848) —
 (886)
Total other comprehensive income10,250
 9,758
 9,584
Comprehensive income448,660
 257,997
 144,022
Comprehensive income attributable to noncontrolling interest(9,342) (8,295) (7,421)
Comprehensive income attributable to controlling interest$439,318
 $249,702
 $136,601

See accompanying notes to consolidated financial statements.
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Capital
Years ended December 31, 2013, 2012,2016, 2015, and 20112014
 (Dollars(Dollars and units in thousands)
 General Partner Limited Partners Accumulated    
     Preferred     Preferred other    
 Common Equity Equity Common Equity Equity comprehensive Noncontrolling  
 Units Amount Amount Units Amount Amount loss, net Interest Total
Balances at December 31, 201337,421
 1,873,882
 71,209
 2,150
 45,957
 —
 (58,940) 66,130
 1,998,238
Net income—
 116,859
 5,291
 —
 4,867
 —
 —
 7,421
 134,438
Reversal of unrealized gains upon the sale of marketable securities—
 —
 —
 —
 —
 —
 (886) —
 (886)
Changes in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 4,168
 —
 4,168
Changes in fair value of marketable securities—
 —
 —
 —
 —
 —
 6,302
 —
 6,302
Issuance of common units under: 
  
  
  
  
  
  
  
  
Common stock issued as consideration by general partner in merger23,067
 3,774,087
 —
 —
 —
 —
 —
 —
 3,774,087
General partner's stock based compensation, net218
 11,024
 —
 —
 —
 —
 —
 —
 11,024
Sale of common stock by the general partner, net2,943
 532,670
 —
 —
 —
 —
 —
 —
 532,670
Equity-based compensation costs—
 5,719
 —
 28
 6,153
 —
 —
 —
 11,872
Reclassification of noncontrolling interest to redeemable noncontrolling interest—
 (19,823) —
 (10) 4,017
 —
 —
 (5,084) (20,890)
Changes in the redemption value of redeemable noncontrolling interest—
 312
 —
 —
 —
 —
 —
 —
 312
Conversion of Series G preferred stock34
 4,349
 —
 —
 —
 —
 —
 —
 4,349
Contributions from noncontrolling interest—
 —
 —
 8,561
 1,419,816
 —
 —
 —
 1,419,816
Retirement of noncontrolling interest—
 —
 —
 (8,561) (1,419,816) —
 —
 —
 (1,419,816)
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 —
 (4,890) (4,890)
Redemptions—
 (3,374) —
 —
 (1,181) —
 —
 (942) (5,497)
Distributions declared—
 (292,790) (5,291) —
 (11,148) —
 —
 —
 (309,229)

 
 General Partner  Limited Partners  Accumulated  
  
 
 
 
  
  Preferred  
  
  Preferred  other  
  
 
 
 Common Equity  Equity  Common Equity  Equity  comprehensive  Noncontrolling  
 
 
 Units  Amount  Amount  Units  Amount  Amount  (loss) income  Interest  Total 
Balances at December 31, 2010  31,325  $1,202,751  $24,412   2,201  $54,065  $80,000  $(76,713) $70,499  $1,355,014 
Net income  -   42,317   4,753   -   3,225   1,650   -   5,571   57,516 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (4,286)  -   (4,286)
Change in fair value of cash flow hedges and amortization of gain on settlement of swap  -   -   -   -   -       7,707       7,707 
Changes in fair value of marketable securities  -   -   -   -   -   -   1,330   -   1,330 
Issuance of common units under:                                    
Stock and unit based compensation plans  103   8,412   -   -   -   -   -   -   8,412 
Sale of common stock by the general partner  2,460   323,931   -   -   -   -   -   -   323,931 
Stock and unit based compensation costs  -   (725)  -   28   1,598   -   -   -   873 
Issuance of Series H Preferred  -   -   71,209   -   -   -   -   -   71,209 
Redemptions of Series F Preferred  -   (588)  (24,412)  -   -   -   -   -   (25,000)
Redemptions of Series B Preferred
  -   1,200   -   -   -   (80,000)  -   -   (78,800)
Redemptions  -   (1,134)  -   -   (1,049)  -   -   (3,204)  (5,387)
Distribution to noncontrolling interests  -   -   -   -   -   -   -   (6,052)  (6,052)
Distributions declared  -   (137,075)  (4,753)  -   (9,261)  (1,650)  -   -   (152,739)
Balances at December 31, 2011  33,888   1,439,089   71,209   2,229   48,578   -   (71,962)  66,814   1,553,728 
Net income  -   119,812   5,472   -   7,959   -   -   6,347   139,590 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (1,082)  -   (1,082)
Change in fair value of cash flow hedges and amortization of gain on settlement of swap  -   -   -   -   -       3,402       3,402 
Changes in fair value of marketable securities  -   -   -   -   -   -   1,411   -   1,411 
Issuance of common units under:                                    
Stock and unit based compensation plans  151   4,675   -   -   -   -   -   -   4,675 
Sale of common stock by the general partner  2,404   357,720   -   -   -   -   -   -   357,720 
Stock and unit based compensation costs  -   (430)  -   (107)  2,231   -   -   -   1,801 
Capital contributions  -   -   -   -   -   -   -   4,232   4,232 
Redemptions  -   (1,798)  -   -   (3,441)  -   -   (1,747)  (6,986)
Distribution to noncontrolling interests  -   -   -   -   -   -   -   (6,957)  (6,957)
Distributions declared  -   (156,212)  (5,472)  -   (9,734)  -   -   -   (171,418)
Balances at December 31, 2012  36,443   1,762,856   71,209   2,122   45,593   -   (68,231)  68,689   1,880,116 
Net income  -   150,811   5,472   -   8,938   -   -   6,834   172,055 
Reversal of unrealized gains upon the sale of marketable securities  -   -   -   -   -   -   (1,767)  -   (1,767)
Change in fair value of cash flow hedges and amortization of settlement swaps  -   -   -   -   -   -   12,614   -   12,614 
Changes in fair value of marketable securities  -   -   -   -   -   -   (1,556)  -   (1,556)
Issuance of common units under:                                    
Stock and unit based compensation plans  65   7,244   -   -   -   -   -   -   7,244 
Sale of common stock by the general partner  913   138,366   -   -   -   -   -   -   138,366 
Stock and unit based compensation costs  -   (907)  -   28   2,515   -   -   -   1,608 
Redemptions  -   (3,717)  -   -   (617)  -   -   (1,377)  (5,711)
Distributions to noncontrolling interests  -   -   -   -   -   -   -   (8,016)  (8,016)
Distributions declared  -   (180,771)  (5,472)  -   (10,472)  -   -   -   (196,715)
Balances at December 31, 2013  37,421  $1,873,882  $71,209   2,150  $45,957  $-  $(58,940) $66,130  $1,998,238 
Balances at December 31, 201463,683
 6,002,915
 71,209
 2,168
 48,665
 —
 (49,356) 62,635
 6,136,068
Net income—
 226,865
 5,255
 —
 7,824
 —
 —
 8,295
 248,239
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 7,893
 —
 7,893
Changes in fair value of marketable securities—
 —
 —
 —
 —
 —
 1,865
 —
 1,865
Issuance of common units under: 
  
  
  
  
  
  
  
  
General partner's stock based, net compensation207
 26,540
 —
 —
 —
 —
 —
 —
 26,540
Sale of common stock by the general partner, net1,482
 332,137
 —
 —
 —
 —
 —
 —
 332,137
Equity based compensation costs—
 5,946
 —
 54
 3,700
 —
 —
 —
 9,646
Changes in redemption value of redeemable noncontrolling interest—
 (2,615) —
 —
 —
 —
 —
 —
 (2,615)
Reclassification of noncontrolling interest to redeemable noncontrolling interest—
 (7,657) —
 —
 —
 —
 —
 (12,115) (19,772)
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 —
 (8,751) (8,751)
Redemptions7
 (2,199) —
 (7) —
 —
 —
 (422) (2,621)
Distributions declared—
 (373,397) (5,255) —
 (12,954) —
 —
 —
 (391,606)
Balances at December 31, 201565,379
 $6,208,535
 $71,209
 2,215
 $47,235
 $—
 $(39,598) $49,642
 $6,337,023
Net income—
 411,124
 3,855
 —
 14,089
 —
 —
 9,342
 438,410
Reversal of unrealized gains upon the sale of marketable securities—
 —
 —
 —
 —
 —
 (4,848) —
 (4,848)
Change in fair value of derivatives and amortization of swap settlements—
 —
 —
 —
 —
 —
 15,926
 —
 15,926
Change in fair value of marketable securities, net—
 —
 —
 —
 —
 —
 (828) —
 (828)
Issuance of common stock under:                 
General partner's stock based compensation, net140
 18,949
 —
 —
 —
 —
 —
 —
 18,949
Sale of common stock by general partner, net—
 (384) —
 —
 —
 —
 —
 —
 (384)
Equity based compensation costs—
 8,246
 —
 37
 2,653
 —
 —
 —
 10,899
Redemption of Series H preferred units—
 —
 (73,750) —
 —
 —
 —
 —
 (73,750)
Retirement of common units, net(5) (1,045) —
 —
 —
 —
 —
 —
 (1,045)

Changes in the redemption value of redeemable noncontrolling interest—
 172
 —
 —
 —
 —
 —
 596
 768
Distributions to noncontrolling interest—
 —
 —
 —
 —
 —
 —
 (11,296) (11,296)
Redemptions14
 (2,117) —
 (15) 17
 —
 —
 (411) (2,511)
Distributions declared—
 (419,204) (1,314) —
 (14,558) —
 —
 —
 (435,076)
Balances at December 31, 201665,528
 $6,224,276
 $—
 2,237
 $49,436
 $—
 $(29,348) $47,873
 $6,292,237

See accompanying notes to consolidated financial statements
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
 Consolidated Statements of Cash Flows
Years ended December 31, 2013, 2012, and 2011
(Dollars in thousands)
 
 2013  2012  2011 
Cash flows from operating activities: 
  
  
 
Net income $172,055  $139,590  $57,516 
Adjustments to reconcile net income to net cash provided by operating activities:            
Gain on sale of marketable securities  (1,767)  (819)  (4,956)
Gain on remeasurement of co-investment  -   (21,947)  - 
Company's share of gain on the sales of co-investment  (41,252)  (29,112)  (919)
Gain on the sales of real estate  (30,725)  (10,870)  (8,562)
Loss on early retirement of debt  300   5,009   1,163 
Co-investments  5,023   1,626   7,929 
Amortization expense  12,216   11,644   11,474 
Amortization of discount on notes receivables  (844)  (1,832)  (1,757)
Amortization of discount on marketable securities  (6,556)  (5,127)  (4,794)
Depreciation  193,518   170,686   152,542 
Equity-based compensation  4,508   4,141   2,927 
Changes in operating assets and liabilities:            
Prepaid expenses and other assets  (1,588)  (9,488)  (1,172)
Accounts payable and accrued liabilities  72   12,360   3,620 
Other liabilities  22   1,638   1,560 
Net cash provided by operating activities  304,982   267,499   216,571 
Cash flows from investing activities:            
Additions to real estate:            
Acquisitions of real estate  (348,774)  (393,771)  (57,478)
Improvements to recent acquisitions  (21,240)  (13,704)  (16,446)
Redevelopment  (42,035)  (39,027) ��(45,130)
Revenue generating capital expenditures  (5,254)  (7,620)  (7,616)
Lessor required capital expenditures  (8,641)  (1,173)  - 
Non-revenue generating capital expenditures  (27,038)  (30,491)  (26,090)
Acquisition of and additions to real estate under development  (17,757)  (29,196)  (79,194)
Acquisition of membership interest in co-investment  -   (85,000)  - 
Dispositions of real estate  65,496   27,800   23,003 
Changes in restricted cash and refundable deposits  (9,149)  (6,069)  (1,376)
Purchases of marketable securities  (16,442)  (73,735)  (8,048)
Sales and maturities marketable securities  24,172   61,703   32,998 
Purchases of and advances under notes and other receivables  (56,750)  (26,000)  (12,325)
Collections of notes and other receivables  53,438   14,525   884 
Contributions to co-investments  (162,578)  (260,153)  (246,106)
Non-operating distributions from co-investments  118,856   49,773   17,141 
Net cash used in investing activities  (453,696)  (812,138)  (425,783)
Cash flows from financing activities:            
Borrowings under debt agreements  969,061   1,745,853   1,514,684 
Repayment of debt  (750,900)  (1,371,317)  (1,435,135)
Additions to deferred charges  (7,402)  (6,707)  (5,533)
Payments to settle derivative instruments  -   -   (2,395)
Net proceeds from issuance of Series H Preferred interests  -   -   71,209 
Retirement of Series B preferred interests and Series F Preferred interests  -   -   (103,800)
Equity related issuance cost  (617)  (309)  (627)
Net proceeds from stock options exercised  4,958   2,643   6,986 
Net proceeds from issuance of common units  138,366   357,720   323,931 
Contributions from noncontrolling interest  -   2,400   - 
Distributions to noncontrolling interest  (8,016)  (6,957)  (6,052)
Redemption of limited partners units and noncontrolling interests  (5,711)  (6,986)  (5,387)
Common units and preferred units and preferred interests distributions paid  (191,140)  (165,984)  (149,533)
Net cash provided by financing activities  148,599   550,356   208,348 
Net increase (decrease) in cash and cash equivalents  (115)  5,717   (864)
Cash and cash equivalents at beginning of year  18,606   12,889   13,753 
Cash and cash equivalents at end of year $18,491  $18,606  $12,889 
(Continued)

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2013, 2012,2016, 2015, and 20112014
(Dollars in thousands)
 2016 2015 2014
Cash flows from operating activities:     
Net income$438,410
 $248,239
 $134,438
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Depreciation and amortization441,682
 453,423
 360,592
Amortization of discount on marketable securities and other investments(14,211) (12,389) (9,325)
Amortization of (premium) discount and financing costs, net(15,234) (19,361) (14,672)
Gain on sale of marketable securities and other investments(5,719) (598) (886)
Company's share of gain on the sales of co-investments(13,046) —
 (6,558)
Earnings from co-investments(35,652) (21,861) (33,335)
Operating distributions from co-investments60,472
 46,608
 49,486
Gain on the sales of real estate and land(154,561) (47,333) (46,039)
Equity-based compensation10,899
 6,061
 8,740
Loss on early retirement of debt, net606
 6,114
 268
Gain on remeasurement of co-investment—
 (34,014) —
Noncash merger and integration expenses—
 —
 9,025
Changes in operating assets and liabilities: 
  
  
Prepaid expenses, receivables and other assets(2,328) 267
 15,828
Accounts payable and accrued liabilities1,701
 (9,633) 24,233
Other liabilities(496) 1,887
 1,517
Net cash provided by operating activities712,523
 617,410
 493,312
Cash flows from investing activities: 
  
  
Additions to real estate: 
  
  
Acquisitions of real estate and acquisition related capital expenditures(315,632) (515,726) (387,547)
Redevelopment(83,927) (99,346) (81,429)
Development acquisitions of and additions to real estate under development(76,455) (157,900) (152,766)
Capital expenditures on rental properties(60,013) (57,277) (78,864)
Acquisition of membership interest in co-investments—
 (115,724) —
Collections of notes and other receivables4,070
 —
 76,585
Investments in notes receivable(24,070) —
 —
Proceeds from insurance for property losses5,543
 16,811
 35,547
BRE merger consideration paid—
 —
 (555,826)
Proceeds from dispositions of real estate239,289
 319,008
 141,189
Contributions to co-investments(183,989) (127,879) (246,006)
Changes in restricted cash and refundable deposits(14,138) (14,068) (36,582)
Purchases of marketable securities(18,779) (14,300) (20,516)
Sales and maturities of marketable securities and other investments30,458
 8,907
 8,753
Non-operating distributions from co-investments76,231
 31,938
 150,306
Net cash used in investing activities(421,412) (725,556) (1,147,156)
Cash flows from financing activities: 
  
  

 
 2013  2012  2011 
Supplemental disclosure of cash flow information: 
  
  
 
Cash paid for interest, net of $16,486, $10,346, and $8,240capitalized in 2013, 2012 and 2011, respectively
 $103,516  $95,597  $89,691 
Supplemental disclosure of noncash investing and financing activities:            
Transfer from real estate under development to rental properties $68  $6,632  $165,214 
Transfer from real estate under development to co-investments $27,906  $-  $54,472 
Transfer from co-investments to rental properties  -   148,053   - 
Mortgage notes assumed in connection with purchases of real estate including the loan premiums recorded $-  $82,133  $20,927 
Contribution of note receivable to co-investment  -   12,325   - 
Change in accrual of distributions $5,575  $5,441  $3,206 
Change in fair value of derivative liabilities $4,185  $4,461  $230 
Change in fair value of marketable securities $3,222  $459  $2,836 
Change in construction payable $2,655  $1,113  $2,518 
Borrowings under debt agreements1,265,388
 1,345,855
 2,093,406
Repayment of debt(1,018,126) (1,197,351) (1,814,020)
Repayment of cumulative redeemable preferred stock(73,750) —
 —
Retirement of common stock(1,045) —
 —
Additions to deferred charges(7,926) (8,034) (17,402)
Net proceeds from issuance of common units(384) 332,137
 531,379
Net proceeds from stock options exercised18,949
 26,540
 11,039
Distributions to noncontrolling interest(6,960) (7,615) (4,841)
Redemption of noncontrolling interests(2,511) (2,621) (802)
Common and preferred units and preferred interests distributions paid(429,508) (380,697) (278,149)
Net cash (used in) provided by financing activities(255,873) 108,214
 520,610
Cash acquired from the BRE merger—
 —
 140,353
Cash acquired from consolidation of co-investment—
 4,005
 —
Net increase in cash and cash equivalents35,238
 4,073
 7,119
Cash and cash equivalents at beginning of year29,683
 25,610
 18,491
Cash and cash equivalents at end of year$64,921
 $29,683
 $25,610
      
Supplemental disclosure of cash flow information:     
Cash paid for interest, net of capitalized interest$203,743
 $181,106
 $130,691
Interest capitalized$12,486
 $15,571
 $22,510
      
Supplemental disclosure of noncash investing and financing activities: 
  
  
Issuance of Operating Partnership units for contributed properties$—
 $—
 $1,419,816
Retirement of Operating Partnership units$—
 $—
 $(1,419,816)
Transfers between real estate under development to rental properties, net$104,159
 $308,704
 $10,203
Transfer from real estate under development to co-investments$9,919
 $6,234
 $83,574
Reclassifications (from) to redeemable noncontrolling interest to or from additional paid in capital and noncontrolling interest$(768) $22,387
 $18,766
Debt assumed in connection with acquisition (excluding BRE merger)$48,832
 $114,435
 $72,568
Debt deconsolidated in connection with BEX II transaction

$20,195
 $—
 $—

See accompanying notes to consolidated financial statements

F-16

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013, 2012,2016, 2015, and 20112014


(1) Organization
 
The accompanying consolidated financial statements present the accounts of Essex Property Trust, Inc. (“Essex”, “ESS”, or the “Company”), which include the accounts of the Company and Essex Portfolio, L.P. and 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.

ESS is the sole general partner in the Operating Partnership with a 94.6%96.7% general partner interest and the limited partners owned a 5.4%3.3% interest as of December 31, 2013.2016. The limited partners may convert their Operating Partnership units into an equivalent number of shares of common stock. Total Operating Partnership limited partnership units outstanding were 2,149,8022,237,290 and 2,122,3812,214,545 as of December 31, 20132016 and 2012,2015, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $308.5approximately $520.2 million and $311.2$530.2 million, as of December 31, 20132016 and 2012,2015, respectively. The Company has reserved shares of common stock for such conversions.

As of December 31, 2013,2016, the Company owned or had ownership interests in 164245 apartment communities, (aggregating 34,079 units)59,645 apartment homes), fourtwo operating commercial buildings, and elevensix active development projects (collectively, the “Portfolio”). The communities are located in Southern California (Los Angeles, Orange, Riverside, Santa Barbara, San Diego, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan area
areas.

In December 2013,On April 1, 2014, Essex completed the Company andmerger with BRE Properties, Inc. (“BRE”) entered. In connection with the closing of the merger, (1) BRE merged into a definitive agreement underwholly owned subsidiary of Essex, and (2) each outstanding share of BRE common stock was converted into (i) 0.2971 shares (the “Stock Consideration”) of Essex common stock, and (ii) $7.18 in cash, (the “Cash Consideration”), plus cash in lieu of fractional shares for total consideration of approximately $4.3 billion. The Cash Consideration was adjusted as a result of the authorization and declaration of a special distribution to the stockholders of BRE of $5.15 per share of BRE common stock payable to BRE stockholders of record as of the close of business on March 31, 2014 (the “Special Dividend”). The Special Dividend was payable as a result of the closing of the sale of certain interests in assets of BRE to certain parties, which BRE will merge with Essex. Underclosed on March 31, 2014. Pursuant to the terms of the merger agreement, eachthe amounts payable as a Special Dividend reduced the Cash Consideration of $12.33 payable by Essex in the merger to $7.18 per share of BRE common share will be converted into 0.2971 newlystock.

Essex issued approximately 23.1 million shares of Essex common stock plus $12.33as Stock Consideration in cash. The Company has obtained committed financing up to $1.0 billion (the “bridge loan”) which is available if needed to fund the cash portionmerger. For purchase accounting, the value of the purchase price.   The bridge loan facility is structured as a 364-day unsecured loan facility available in a single drawcommon stock issued by Essex upon the consummation of the merger was determined based on the closing price of BRE’s common stock on the closing date of the merger. The company is exploring several alternativesAs a result of Essex being admitted to fund the cash needsS&P 500 on the same date as the closing of the transaction including asset sales, joint ventures or new financing. The merger, Essex’s common stock price experienced significantly higher than usual trading volume and the closing price of $174 per share was significantly higher than its volume-weighted average trading price for the days before and after April 1, 2014. BRE’s common stock did not experience the same proportionate increase in common stock price leading up to April 1, 2014. As a result, given that a substantial component of the purchase price is subject to customaryan exchange of equity instruments, Essex used the closing conditions, including receiptprice of approvalBRE’s common stock on April 1, 2014 of $61 per share, less the Cash Consideration, as the fair value of the equity consideration. After deducting the Special Dividend and the Cash Consideration per share, this resulted in a value of $48.67 per share of BRE common stock which is the equivalent of approximately $164 per share of Essex and BRE shareholders.  Additional information about the merger and the bridge loan can be found in the Form S-4 filed with the SEC on January 29, 2014.common stock issued.

(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.statements and prepared in accordance with U.S. generally accepted accounting principles ("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. Certain reclassifications have been made in prior period amounts to conform to the current year’s presentation.presentation including the reclassification of $3.3 million in deferred financing costs related to lines of credit which were reclassified from lines of credit to prepaid expenses and other assets as of December 31, 2015. Such reclassifications had no net effect on previously reported financial results.

F- 20
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014



Noncontrolling interest includes the 5.4% and 5.5%3.3% limited partner interests in the Operating Partnership not held by the Company at both December 31, 20132016 and 2012, respectively.2015. These percentages include the Operating Partnership’s vested long term incentive plan units (see Note 13)12).

The Company consolidates 19 DownREIT limited partnerships (comprising eleven communities), since the Company is the primary beneficiary of these variable interest entities (“VIEs”).  The consolidated total assets and liabilities related to these VIEs, net of intercompany eliminations, were approximately $194.9 million and $178.3 million, respectively, as of December 31, 2013, and $201.1 million and $178.6 million, respectively, as of December 31, 2012.(b) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." The DownREIT VIEs collectively own eleven apartment communitiesnew standard provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. The new standard requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. In August 2015, the FASB deferred the effective date of the new standard by one year, and it is now effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The new standard may be applied using either a full retrospective or a modified approach upon adoption. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

In January 2016, the FASB issued ASU No. 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities", which Essex Managementrequires changes to the classification and measurement of investments in certain equity securities and to the presentation of certain fair value changes for financial liabilities measured at fair value. The new standard will be effective for the Company (“EMC”)beginning on January 1, 2018 and early adoption is permitted. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

In February 2016, the general partner, the Operating PartnershipFASB issued ASU No. 2016-02 "Leases", which requires an entity that is a special limited partner,lessee to classify leases as either finance or operating and to recognize a lease liability and a right-of-use asset for all leases that have a duration of greater than 12 months. Leases of 12 months or less will be accounted for similar to existing guidance for operating leases today. For lessors, accounting for leases under the other limited partners were granted rightsnew standard will be substantially the same as existing guidance for sales-type leases, direct financing leases, and operating leases, but eliminates current real estate specific provisions and changes the treatment of redemptioninitial direct costs. The new standard will be effective for their interests.  Such limited partners can requestthe Company beginning on January 1, 2019 and early adoption is permitted, including adoption in an interim period. The new standard must be applied using a modified retrospective approach. The Company is currently evaluating the impact of this amendment on its consolidated results of operations and financial position.

In March 2016, the FASB issued ASU No. 2016-07 "Simplifying the Transition to the Equity Method of Accounting", which eliminates the requirement to retroactively adjust an investment, results of operations, and retained earnings when the investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence. The new standard will be effective for the Company beginning on January 1, 2017 and early adoption is permitted. The Company does not expect the impact of this to be redeemed andmaterial on its consolidated results of operations or financial position.

In March 2016, the Company canFASB issued ASU No. 2016-09 "Improvement to Employee Share-Based Payment Accounting", which amends certain aspects of how an entity accounts for share-based payments to employees. This amendment requires entities to recognize the income tax effects of share-based awards in the income statement when the awards vest or are settled, rather than recording such effects in additional paid-in capital. Entities will also be permitted to elect to redeem their rightsaccount for cashforfeitures of share-based payments as they occur or by issuing shares of its common stock on a one share per unit basis.  Conversion values will be based oncontinue with the market value of the Company's common stock at the time of redemption multiplied bycurrent practice which requires estimating the number of units stipulated underawards expected to be forfeited and adjusting the above arrangements.estimate when it is likely to change. The new standard will be effective January 1, 2017, with early adoption permitted. The change in recognition of income tax effects of share-based awards will be applied prospectively. If the Company elects to account for forfeitures of share-based payments as they occur, such change will be applied using a modified retrospective approach, with a cumulative-effect adjustment to distributions in excess of accumulated earnings. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

In June 2016, the FASB issued ASU No. 2016-13 "Measure of Credit Losses on Financial Instruments", which amends the current approach to estimate credit losses on certain financial assets, including trade and other limited partners receive distributions based onreceivables, available-for-sale securities, and other financial instruments. Generally, this amendment requires entities to establish a valuation allowance for the Company's current dividend rate times the numberexpected lifetime losses of units held.  Total DownREIT units outstanding were 1,007,879 and 1,039,431 as of December 31, 2013 and 2012 respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $144.6 million and $152.4 million, as of December 31, 2013 and 2012, respectively.  As of December 31, 2013 and 2012, the carrying value of the other limited partners' interests is presented at their historical cost and is classified within noncontrolling interestthese certain financial assets. Subsequent changes in the accompanying consolidated balance sheets.valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Currently, U.S. GAAP requires entities to write down credit losses only

F- 21
F-17
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014

Interest holders in VIEs consolidated by
when losses are probable and loss reversals are not permitted. The new standard will be effective for the Company are allocated a prioritybeginning on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of net income equal to the cash payments made to those interest holders or distributions from cash flow.  The remainingthis amendment on its consolidated results of operations and financial position.

In August 2016, the FASB issued ASU No. 2016-15 "Classification of Certain Cash Receipts and Cash Payments", which requires entities to adhere to a uniform classification and presentation of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update provide guidance on eight specific cash flow issues. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the impact of the other items identified in the ASU to be material on its consolidated results of operations or financial position.

In October 2016, the FASB issued ASU No. 2016-17 "Interests Held through Related Parties that are generally allocatedUnder Common Control", which further refines the consolidation guidance of variable interest entities as outlined in ASU 2015-02 "Consolidation: Amendments to the Company.Consolidation Analysis" (which became effective for the Company since January 2016) and requires entities to consider only their proportionate indirect interest in a variable interest entity held through an entity under common control. Currently, U.S. GAAP requires entities to consider such proportionate indirect interests as if the entities held the interest themselves. This new standard will be effective for the Company beginning January 1, 2017 and early adoption is permitted. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.

AsIn November 2016, the FASB issued ASU No. 2016-18 "Statement of December 31, 2013Cash Flows", which requires entities to include restricted cash and 2012,restricted cash equivalents in the reconciliation of beginning-of period to the end-of-period of cash and cash equivalents in the statement of cash flows. This new standard seeks to eliminate the current diversity in practice in how changes in restricted cash and restricted cash equivalents is presented in the statement of cash flows. This new standard will be effective for the Company did not have any VIE’sbeginning January 1, 2018 and early adoption is permitted. The Company is currently evaluating the impact of which it was not deemed to be the primary beneficiary.this amendment on its consolidated statements of cash flows.

(b)In January 2017, the FASB issued ASU No. 2017-01 "Business Combinations: Clarifying the Definition of a Business", which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Currently, U.S. GAAP does not specify the minimum inputs and processes required for an integrated set of assets and activities to meet the definition of a business, causing a broad interpretation of the definition of a business. This new standard will be effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company is currently evaluating the impact of this amendment 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, 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 unitapartment home improvements5 years
Furniture, fixtures and equipment5 - 10 years
Land improvements and certain exterior components of real property
10 years
Real estate structures30 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 resident or if the development activities are put on hold.cease.

F- 22
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014



The Company allocates the purchase price of real estate to land and building including personal property, and identifiable intangible assets, such as the value of above, below and in-place 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, which in the case of below market leases the Company assumes lessees will elect to renew their leases. The value of acquired in-place leases are amortized to expense over the average remaining term of the Company expects to retainleases acquired. The net carrying value of acquired in-place leases is $1.4 million and $2.9 million as of December 31, 2016 and 2015, respectively, and are included in prepaid expenses and other assets on the acquired tenant, which is generally 20 months.Company's consolidated balance sheets.

The Company performs the following evaluation for communities acquired:
 
(1)adjust the purchase price for any fair value adjustments resulting from such things as assumed debt or contingencies;
(2)estimate the value of the real estate “as if vacant” as of the acquisition date;
(3)allocate that value among land and buildings;buildings including personal property;
(4)compute the value of the difference between the “as if vacant” value and the adjusted purchase price, which will represent the total intangible assets;
(5)compute the value of the above and below market leases and determine the associated life of the above market/ below market leases;
(6)compute the value of the in-place leases and customer relationships, if any, and the associated lives of these assets.
F-18
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
Whenever events or changes in circumstances indicate that the carrying amount of a property held for investment or held for sale may not be fully recoverable, the carrying amount will be evaluated for impairment. 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 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 and fair value less estimated costs to sell. As of December 31, 2013 and 2012, no communities2016 one property was classified as held for sale. As of December 31, 2015 two properties were classified as held for sale and nosale. No impairment charges were recorded in 2013, 20122016, 2015 or 2011.2014.

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 all criteria under the accounting standard for the disposals of long-lived assets have been met.  In accordance with the standard, the Company presents income and gains/losses on communities sold or held for sale as discontinued operations.  The Company’s equity in income or loss from real estate investments accounted for under the equity method of accounting remain classified in continuing operations upon disposition.  (See Note 6 for a description of the Company’s discontinued operations for 2013, 2012, and 2011).

(c)(d) Co-investments

The Company owns investments in joint ventures (“co-investments”) in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with the accounting standards. Therefore, the Company accounts for these 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.

A majority of the co-investments, excluding the preferred equity investments, compensate the Company for its asset management services and some of these investments may provide promote distributions 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 (loss) from co-investments.

(d)



F- 23
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


(e) Revenues and Gains on Sale of Real Estate

Revenues from tenants renting or leasing apartment unitshomes are recorded when due from tenants and are recognized monthly as they are earned, which is not materially different than on a straight-line basis. UnitsApartment homes are rented under short-term leases (generally, lease terms of 6 to 12 months) and may provide no rent for one or two months, depending on the market conditions and leasing practices of the Company’s competitors in each sub-market at the time the leases are executed.. Revenues from tenants leasing commercial space are recorded on a straight-line basis over the life of the respective lease.

The Company recognizes gains on sales of real estate when a contract is in place, a closing has taken place, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Company does not have a substantial continuing involvement inwith the property.

(e)(f) Cash Equivalents and Restricted Cash

Highly liquid investments 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.

F-19
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
(f)(g)  Marketable Securities

The Company reports its available for sale securities at fair value, based on quoted market prices (Level 2 for the unsecured bonds and Level 1 for the common stock and investment funds, Level 2 for the unsecured bonds and Level 3 for investments in mortgage backed securities, as defined by the Financial Accounting Standards Board (“FASB”)FASB standard for fair value measurements as discussed later in Note 2), and any unrealized gain or loss is recorded as other comprehensive income (loss).income. There were no other than temporary impairment charges for the years ended December 31, 2013, 2012,2016, 2015, and 2011.2014. Realized gains and losses, interest income, and amortization of purchase discounts are included in interest and other income on the consolidated statementstatements of operations.income.

As of December 31, 20132016 and 2012,2015, marketable securities consisted primarily of investment-grade unsecured bonds, common stock, investments in mortgage backed securities, and investment funds that invest in U.S. treasury or agency securities.securities, and other limited partnership investments. As of December 31, 20132016 and 2012,2015, the Company classified its investments in mortgage backed securities, which mature in November 2019 and September 2020, as held to maturity, and accordingly, these securities are stated at their amortized cost. The discount on the mortgage backed securities is being amortized to interest income based on an estimated yield and the maturity date of the securities.

As of December 31, 20132016 and 20122015 marketable securities consist of the following ($ in thousands):

 
 December 31, 2013 
 
   Gross   
 
 Amortized  Unrealized  Carrying 
 
 Cost  Gain (Loss)  Value 
Available for sale:      
Investment-grade unsecured bonds $15,446  $509  $15,955 
Investment funds - US treasuries  3,675   3   3,678 
Common stock  13,104   (1,304)  11,800 
Held to maturity:            
Mortgage backed securities  58,651   -   58,651 
Total $90,876  $(792) $90,084 
 December 31, 2016
 
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 
Carrying
Value
Available for sale:     
Investment-grade unsecured bonds$19,604
 $(73) $19,531
Investment funds - U.S. treasuries10,022
 (22) 10,000
Common stock and stock funds13,696
 1,569
 15,265
Held to maturity: 
  
  
Mortgage backed securities94,393
 —
 94,393
Total - Marketable securities$137,715
 $1,474
 $139,189

 
 December 31, 2012 
 
   Gross   
 
 Amortized  Unrealized  Carrying 
 
 Cost  Gain  Value 
Available for sale:      
Investment-grade unsecured bonds $15,475  $826  $16,301 
Investment funds - US treasuries  3,788   1   3,789 
Common stock  18,917   1,704   20,621 
Held to maturity:            
Mortgage backed securities  52,002   -   52,002 
Total $90,182  $2,531  $92,713 

F- 24
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


 December 31, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gain (Loss)
 
Carrying
Value
Available for sale:     
Investment-grade unsecured bonds$11,618
 $68
 $11,686
Investment funds - U.S. treasuries3,675
 (9) 3,666
Common stock and stock funds34,655
 7,091
 41,746
Held to maturity: 
  
  
Mortgage backed securities80,387
 —
 80,387
Total - Marketable securities$130,335
 $7,150
 $137,485

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

For the years ended December 31, 2013, 20122016, 2015 and 2011,2014, the proceeds from sales of available for sale securities totaled $24.2$30.5 million, $61.7$3.3 million and $33.0$8.8 million, respectively. TheseFor the years ended December 31, 2016, 2015 and 2014 these sales all resulted in gains of $4.8 million, no net gains or losses, and gains of $0.9 million, respectively.

For the year ended December 31, 2015, the proceeds from the sale of other investments totaled $5.6 million, which totaled $1.8resulted in a realized gain of $0.6 million $0.8 millionrecorded in interest and $5.0 millionother income on the consolidated statements of income. There were no such sales for the years ended December 31, 2013, 20122016 and 2011, respectively.2014.

(g)(h) Notes Receivable
 
Notes receivable relate to real estate financing arrangements including mezzanine and bridge loans and are secured by real estate. Interest is recognized over the life of the note.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011note 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 collectable.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, 20132016 and 2012,2015, no notes were impaired.

(h)(i) Capitalization Policy

The Company capitalizes all direct and certain indirect costs, including interest, 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 officecorporate and community onsite costs that clearly relate to projects under development. The Company’sThose costs as well as capitalized internal costs related to development and redevelopment projectsfees totaled $7.5$18.5 million, $6.2$17.6 million and $4.3$17.6 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively, most of which relates to development projects. These totals include capitalized salaries of $2.6 million, $2.4 million and $2.2 million, for the years ended December 31, 2013, 2012 and 2011, respectively. The Company capitalizes leasing commissionscosts 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.

(i)(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

F- 25
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


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 except for unsecured bonds and mortgage backed securities. The Company uses Level 2 inputs for its investments in unsecured bonds, 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 9.8. The Company uses Level 3 inputs to estimate the fair value of its mortgage backed securities. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Management believes that the carrying amounts of the outstanding balances under its lines of credit and notes and other receivables approximate fair value as of December 31, 20132016 and 2012,2015, because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available for similar instruments. Management has estimated that the fair value of the Company’s $2.30 billion and $2.13 billion of fixed rate debt with a carrying value of $5.1 billion and $4.8 billion, including premiums, discounts and debt financing costs, at December 31, 20132016 and 2012,2015, respectively, to be $2.33$5.1 billion and $2.24$4.8 billion. Management has estimated the fair value of the Company’s $737.0$499.7 million and $692.9$525.3 million of variable rate debt, including debt financing costs, at December 31, 20132016 and 2012,2015, respectively, is $719.4to be $502.8 million and $671.7$527.6 million based on the terms of the Company’s existing variable rate debt compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payable, other liabilities and dividends payable approximate fair value as of December 31, 20132016 and 20122015 due to the short-term maturity of these instruments. Marketable securities, excluding mortgage backed securities, and derivative assets/liabilities are carried at fair value as of December 31, 20132016 and 2012.2015.

At December 31, 2013,2016 and 2015, the Company’s investments in mortgage backed securities had a carrying value of $58.7$94.4 million and the$80.4 million, respectively. The Company estimated the fair value of investment in mortgage backed securities at December 31, 2016 and 2015 to be approximately $86.2 million. At December 31, 2012, the estimated fair values of the mortgage backed securities were approximately equal to the carrying values.$108.8 million and $110.2 million, respectively. The Company determines the fair value of the mortgage backed securities based on unobservable inputs (level(Level 3 of the fair value hierarchy) considering the assumptions that market participants would make in valuing these securities. Assumptions such as estimated default rates and discount rates are used to determine expected, discounted cash flows to estimate the fair value.
F-21
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

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

The Company uses interest rate swaps, interest rate cap contracts, and forward starting swaps 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 primarily useduses interest rate swaps and interest rate forward-starting swapscaps as part of its cash flow hedging strategy. The Company was hedging its exposure to the variability in future cash flows for a portion of its forecasted transactions.
 
As of December 31, 2013 and 2012, there were no outstanding forward starting swaps.  The Company records all derivatives on its consolidated balance sheetsheets 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 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 and interest rate caps are considered cash flow hedges except for the swap related to the multifamily revenue refunding bonds for the 101 San Fernando community that was terminatedhedges. The change in 2012 as described in detail in Note 9.  The Company did not have any fair value hedges duringof the years end December 31, 2013, 2012 and 2011.total return swaps is reported as total return swap income in the consolidated statements of income.

(k) Deferred Charges

Deferred charges are principally comprised
F- 26
Table of loan feesContents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and related costs which are amortized over the terms of the related borrowing in a manner which approximates the effective interest method.2014


(l) Income Taxes

Generally in any year in which ESS 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, 20132016 as ESS 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 ESS from paying federal income tax.

In order to maintain compliance with REIT tax rules, the Company utilizes taxable REIT subsidiariesfor various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Company. TheIn general, the activities and tax related provisions, assets and liabilities are not material. In 2016, a taxable REIT subsidiary sold two properties that it had acquired in 2007, resulting in Company's recognition of a deferred income tax expense of approximately $4.4 million. 

As a partnership, the Operating Partnership is not subject to federal or state income taxes except that in order to maintain ESS’s compliance with REIT tax rules that are applicable to ESS, the Operating Partnership utilizes taxable REIT subsidiariesfor various revenue generating or investment activities. The taxable REIT subsidiaries are consolidated by the Operating Partnership.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

The status of cash dividends distributed for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 related to common stock, Series F, Series G and Series H preferred stock are classified for tax purposes as follows:
 
 
 2013  2012  2011 
Common Stock 
  
  
 
Ordinary income  77.34%  70.58%  63.68%
Capital gain  17.64%  8.75%  11.16%
Unrecaptured section 1250 capital gain  5.02%  7.97%  0.74%
Return of capital  0.00%  12.70%  24.42%
 
  100.00%  100.00%  100.00%
 
            
 2016 2015 2014
Common Stock     
Ordinary income86.68% 99.28% 70.03%
Capital gain7.11% 0.72% 21.95%
Unrecaptured section 1250 capital gain6.21% —% 8.02%
 100.00% 100.00% 100.00%

 
 2013  2012  2011 
Series F, G, and H Preferred stock 
  
  
 
Ordinary income  77.34%  80.85%  100.00%
Capital gains  17.64%  10.02%  0.00%
Unrecaptured section 1250 capital gain  5.02%  9.13%  0.00%
 
  100.00%  100.00%  100.00%
 2016 2015 2014
Series G and H Preferred stock     
Ordinary income86.68% 99.28% 70.03%
Capital gains7.11% 0.72% 21.95%
Unrecaptured section 1250 capital gain6.21% —% 8.02%
 100.00% 100.00% 100.00%

(m) Preferred Stock

The Company’s Series G Cumulative Convertible Preferred Stock (“Series G Preferred Stock”) contains fundamental change provisions that allow the holder to redeem the preferred stock for cash if certain events occur.  The redemption under these provisions is not solely within the Company’s control, thus the Company has classified the Series G Preferred Stock as temporary equity in the accompanying consolidated balance sheets as of December 31, 2013 and 2012.

(n) 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 13)12) are being amortized over the expected service periods.

(o)








F- 27
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


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

Changes in Accumulated Other Comprehensive Loss, Net, by Component
Essex Property Trust, Inc. ($ in thousands)
 
Change in fair
value and
amortization
of swap settlements
 
Unrealized
gains on
available for sale
securities
 Total
Balance at December 31, 2015$(48,366) $6,355
 $(42,011)
Other comprehensive income before reclassification25,371
 (801) 24,570
Amounts reclassified from accumulated other comprehensive loss(9,968) (4,689) (14,657)
Other comprehensive income15,403
 (5,490) 9,913
Balance at December 31, 2016$(32,963) $865
 $(32,098)

 
 Change in fair  Unrealized  
 
 
   gains/(losses) on  
 
 
  amortization  available for sale  
 
 
 of derivatives  securities  Total 
Balance at December 31, 2012,  net of noncontrolling interest $(71,658) $2,397  $(69,261)
Other comprehensive income (loss) before reclassification  3,468   (1,472)  1,996 
Amounts reclassified from accumulated other comprehensive loss  8,466   (1,673)  6,793 
Net other comprehensive income (loss)  11,934   (3,145)  8,789 
Balance at December 31, 2013, net of noncontrolling interest $(59,724) $(748) $(60,472)

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

Changes in Accumulated Other Comprehensive Loss, by Component
Essex Portfolio, L.P. ($ in thousands)

 
 Change in fair  Unrealized  
 
 
 value and  gains/(losses) on  
 
 
  amortization  available for sale  
 
 
 of derivatives  securities  Total 
Balance at December 31, 2012 $(70,762) $2,531  $(68,231)
Other comprehensive income (loss) before reclassification  4,148   (1,556)  2,592 
Amounts reclassified from accumulated other comprehensive loss  8,466   (1,767)  6,699 
Net other comprehensive income (loss)  12,614   (3,323)  9,291 
Balance at December 31, 2013 $(58,148) $(792) $(58,940)
 
Change in fair
value and
amortization
of swap settlements
 
Unrealized
gains on
available for sale
securities
 Total
Balance at December 31, 2015$(46,087) $6,489
 $(39,598)
Other comprehensive income before reclassification26,234
 (828) 25,406
Amounts reclassified from accumulated other comprehensive loss(10,308) (4,848) (15,156)
Other comprehensive income15,926
 (5,676) 10,250
Balance at December 31, 2016$(30,161) $813
 $(29,348)

Amounts reclassified from accumulated other comprehensive loss in connection with derivatives are recorded to interest expense before amortization on the consolidated statementstatements of operations.income. Realized gains and losses on available for sale securities are included in interest and other income on the consolidated statementstatements of operations.income.

(o) Redeemable Noncontrolling Interest

The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $44.7 million and $45.5 million as of December 31, 2016 and 2015, respectively. The amounts represent limited partners' interests as to which it is outside of the Company’s control to redeem the noncontrolling interests with Company common stock and may potentially be redeemed for cash.

The changes in the redemption value of redeemable noncontrolling interests for the years ended December 31, 2016, 2015, and 2014 is as follows:

 2016 2015 2014
Balance at January 1,$45,452
 $23,256
 $—
Reclassifications due to change in redemption value and other(768) 22,196
 18,505
Redemptions—
 —
 —
Additions—
 —
 4,751
Balance at December 31,$44,684
 $45,452
 $23,256


F- 28
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


(p) Accounting Estimates

The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles (“GAAP”),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 on-going 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.receivable. The Company bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

(q) Variable Interest Entities

In February 2015, the FASB issued ASU No. 2015-02 "Consolidation: Amendments to the Consolidation Analysis," which provides new consolidation guidance and makes changes to both the variable interest model and the voting model. Among other changes, the new standard specifically eliminates the presumption in the current voting model that a general partner controls a limited partnership or similar entity unless that presumption can be overcome. The Company adopted ASU No. 2015-02 on January 1, 2016. Based on the Company’s evaluation of the new standard, it determined that no change was required to its accounting for variable interest entities (“VIEs”). However, under the guidance of ASU No. 2015-02, 9 previously consolidated co-investments now meet the definition of a VIE and require additional disclosure about these VIEs which the Company continues to consolidate as the Company was determined to be the primary beneficiary.

The Company continues to be the primary beneficiary and consolidates the Operating Partnership and 19 DownREIT limited partnerships (comprising eleven communities). Commencing on January 1, 2016, 9 other consolidated co-investments were determined to be VIEs and the Company continues to consolidate those co-investments as the Company was determined to be 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 9 consolidated co-investments and 19 DownREIT limited partnerships, net of intercompany eliminations, were approximately $989.3 million and $288.1 million, respectively, as of December 31, 2016, and $893.1 million and $231.8 million, respectively, as of December 31, 2015. Noncontrolling interests in these entities was $52.9 million and $54.6 million as of December 31, 2016 and 2015, respectively. The Company's financial risk in each VIE is limited to its equity investment in the VIE.

The DownREIT VIEs collectively own eleven apartment communities in which Essex Management Company (“EMC”) is the general partner, the Operating Partnership is a special limited partner, and the other limited partners were granted rights of redemption for their interests. Such limited partners 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 receive distributions based on the Company's current dividend rate times the number of units held. Total DownREIT units outstanding were 952,140 and 963,172 as of December 31, 2016 and 2015 respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled approximately $221.4 million and $230.6 million, as of December 31, 2016 and 2015, respectively. The carrying value of redeemable noncontrolling interest in the accompanying balance sheets was $44.7 million and $45.5 million as of December 31, 2016 and 2015, respectively. The amounts represent units of limited partners' 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 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 $18.6 million and $18.4 million as of December 31, 2016 and 2015, respectively and is 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, 2016 and 2015, 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.

F- 29
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


(r) Discontinued Operations

The Company determined that the disposals during the years ended December 31, 2016 and 2015 were not considered discontinued operations in accordance with ASU 2014-08. The gains related to these disposals are recorded in gain on sale of real estate and land in the consolidated statements of income.

(3) Real Estate Investments

(a)Acquisitions of Real Estate

For the year ended December 31, 2013,2016, the Company purchased sixfour communities consisting of 1,079 units753 apartment homes for $349.1$333.7 million. The table below summarizes acquisition activity for the year ended December 31, 2016 ($ in millions):
Property NameLocationApartment HomesEssex Ownership PercentageQuarter in 2016Purchase Price
MioSan Jose, CA103
100%Q1$51.3
Form 15San Diego, CA242
100%Q197.4
Emerson Valley VillageLos Angeles, CA144
100%Q467.0
Ashton Sherman VillageLos Angeles, CA264
100%Q4118.0
Total 2016753
 
 $333.7

The $333.7 million aggregate purchase price for the acquisitions listed above were included on the Company's consolidated balance sheet as follows: $72.4 million was included in land and land improvements, $259.3 million was included in buildings and improvements, and $2.0 million was included in prepaid expenses and other assets, within the Company's consolidated balance sheets.

For the year ended December 31, 2012,2015, the Company purchased elevenseven communities comprisingconsisting of 2,052 units1,722 apartment homes for $551.1$638.1 million.

(b) Sales of Real Estate investmentsInvestments

During 2013,For the year ended December 31, 2016, the Company sold three communities consisting of 363 units323 apartment homes for $57.5$80.8 million resulting in gains totaling $29.2 million.$14.0 million, net of $4.4 million deferred tax on gain on sale of real estate. The table below summarizes disposition activity for the year ended December 31, 2016 ($ in millions):
Property NameLocationApartment HomesEssex Ownership PercentageOwnershipQuarter in 2016Sales PriceGains 
Harvest ParkSanta Rosa, CA104
100%EPLPQ1$30.5
$6.4
(1) 
TuscanaTracy, CA30
100%EPLPQ46.7
0.3
(2) 
Candlewood NorthNorthridge, CA189
100%EPLPQ443.6
7.3
 
Total 2016323
 
  $80.8
$14.0
 
(1)
Net of $4.3 million deferred tax on gain on sale of real estate.
(2)
Net of $0.1 million deferred tax on gain on sale of real estate.

During the first quarter of 2013,2016, the Company sold a land parcel held for future developmentits former headquarters office building, located in Palo Alto, CaliforniaCA, for $9.1gross proceeds of $18.0 million, which resultedresulting in a gain of $1.5 million.$9.6 million, which is included in the line item gain on sale of real estate and land in the Company's consolidated statement of income.

During 2012,2015, the Company sold two communities, consisting of 264 units848 apartment homes, for $28.3$308.8 million resulting in gains totaling $10.9 million.$44.9 million, which are included in the line item gain on sale of real estate and land in the Company's consolidated statement of income. In March 2015, the Company sold two commercial buildings, located in Emeryville, CA for $13.0 million,

F- 30
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


resulting in gain of $2.4 million, which are included in the line item gain on sale of real estate and land in the Company's consolidated statements of income.

During 2014, the Company sold four communities, consisting of 594 apartment homes, for $120.4 million resulting in gains totaling $43.6 million, which are included in the line item gain on sale of real estate and land in the Company's consolidated statements of income.

(c) Real Estate Assets Held for Sale, net

As of December 31, 2016, Jefferson at Hollywood, a 270 apartment home community, located in Los Angeles, CA, was classified as held for sale. The carrying value of $102.0 million is included in real estate assets held for sale, net, on the Company's consolidated balance sheet.

(d) Co-investments

The Company has joint ventureventures and preferred equity investments in co-investments which are accounted for under the equity method. The co-investments’ accounting policies are similar to the Company’s accounting policies. The joint venturesco-investments own, operate, and develop apartment communities.

During 2016, a co-investment of the Company sold two communities, consisting of 532 apartment homes, for $147.3 million, resulting in gains totaling $13.0 million, which represents the Company's share of the gain, and are included in the line item equity income from co-investments in the Company's consolidated statements of income.

In November 2016, the Company converted its preferred equity investment, with a carrying value of $12.9 million, in a limited liability company that owns a property located in San Jose, CA to a 50.1% equity interest ownership. The Company continues to account for its interest in this limited liability company under the equity method.

In November 2016, the Company contributed four wholly owned properties into a new entity, BEX II. In December 2016, the Company sold a 49.9% ownership interest in BEX II to a third party. Subsequent to the sale the Company accounts for its interest in BEX II under the equity method. The sale of the 49.9% ownership interest resulted in a gain of $126.6 million, which is included in the line item gain on sale of real estate and land in the Company's consolidated statement of income.

The carrying values of the Company’s co-investments as of December 31, 2016 and 2015 are as follows ($ in thousands):
F-24
 OwnershipDecember 31,
 Percentage2016 2015
Membership interest/Partnership interest in:    
CPPIB50%-55%
$422,068
 $422,317
Wesco I, III and IV50%180,687
 218,902
Palm Valley50%68,396
 68,525
BEXAEW50%47,963
 88,850
BEX II50%19,078
 —
Other50%-55%
43,713
 32,927
Total operating co-investments 781,905
 831,521
Total development co-investments50%-55%
157,317
 98,214
Total preferred interest co-investments (includes related party investments of $35.9 million and $35.8 million as of December 31, 2016 and December 31, 2015, respectively - FN 5 - Related Party Transactions for further discussion) 222,053
 106,312
Total co-investments $1,161,275
 $1,036,047


F- 31
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014

Wesco I, LLC

Wesco, I LLC (“Wesco I”) is a 50/50 programmatic joint venture with an institutional partner for a total equity commitment of $300.0 million.  Each partner’s equity commitment is $150.0 million. Wesco I will utilize debt targeted at approximately 50% of the cost to acquire and improve real estate.  The Company has contributed $150.0 million to Wesco I, and as of December 31, 2013, Wesco I owned nine apartment communities with 2,713 units with an aggregate carrying value of approximately $670 million.

Wesco III, LLC

During 2012, the Company entered into a 50/50 programmatic joint venture, Wesco III LLC (“Wesco III”), with an institutional partner for a total equity commitment from the parties of $120.0 million. Each partner’s equity commitment is $60.0 million.  Wesco III will utilize debt targeted at approximately 50% of the cost to acquire and improve real estate.  The Company has contributed $39.7 million to Wesco III, and as of December 31, 2013, Wesco III owned three apartment communities with 657 units with an aggregate carrying value of approximately $164 million.

Essex Apartment Value Fund II, L.P.

Essex Apartment Value Fund II, L.P. (“Fund II”), has eight institutional investors with combined partner equity contributions of $265.9 million.  The Company contributed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner.  Fund II utilized debt as leverage equal to approximately 55% upon the initial acquisition of the underlying real estate.  Fund II invested in apartment communities in the Company’s targeted West Coast markets with an emphasis on investment opportunities in the Seattle metropolitan area and the San Francisco Bay Area.  As of October 2006, Fund II was fully invested and closed for any future acquisitions or development.  As of December 31, 2013, Fund II owned two apartment communities.

During the year ended December 31, 2013, Fund II sold five communities for gross proceeds of $320.4 million.  In connection with the 2013 sales, Fund II incurred a prepayment penalty on debt of which the Company’s pro rata share was $0.4 million. The total gain on the sales was $146.8 million, of which the Company’s pro rata share was $38.8 million, net of internal disposition costs. There are two remaining properties in the Fund II portfolio that are expected to be sold in 2014.

During the year ended December 31, 2012, Fund II sold seven communities for gross proceeds of $413.0 million.  In connection with the 2012 sales, Fund II incurred a prepayment penalty on debt of which the Company’s pro rata share was $2.3 million.  The total gain on the sales was $106.0 million, of which the Company’s pro rata share was $29.1 million.

Canada Pension Plan Investment Board – Joint Venture Developments

The Company has entered into six development joint ventures with the Canada Pension Plan Investment Board (“CPPIB”) to develop six apartment communities.  For each joint venture the Company holds a 50% to 55% non-controlling interestcombined summarized financial information of co-investments is as follows ($ in the venture and will earn customary management fees and may earn development, asset, and property management fees.  The Company may also earn a promote interest. These co-investments are not variable interest entities since they have sufficient equity without additional subordinated support, and the Company and CPPIB jointly have the power to direct activities that most significantly impact the co-investments’ economic performance.  Each of the co-investments between the Company and CPPIB has a single general partner, which is a subsidiary consolidated by the Company.  However, the Company, as general partner of the co-investments, does not control the co-investments because the limited partners have substantive participating rights.  Therefore, the presumption of control by the Company as general partner is overcome by the rights held by CPPIB, and the Company records the co-investments with CPPIB on the equity method of accounting.thousands):
 December 31,
 2016 2015
Combined balance sheets: (1)
   
Rental properties and real estate under development$3,807,245
 $3,360,360
Other assets121,505
 96,785
Total assets$3,928,750
 $3,457,145
Debt$1,617,639
 $1,499,601
Other liabilities74,607
 92,241
Equity2,236,504
 1,865,303
Total liabilities and equity$3,928,750
 $3,457,145
Company's share of equity$1,161,275
 $1,036,047

 
Years ended
December 31,
 2016 2015 2014
Combined statements of income: (1)
     
Property revenues$289,011
 $260,175
 $188,548
Property operating expenses(99,637) (93,067) (71,419)
Net operating income189,374
 167,108
 117,129
Gain on sale of real estate28,291
 14
 23,333
Interest expense(46,894) (44,834) (39,990)
General and administrative(7,448) (5,879) (6,321)
Equity income from co-investments (2)
—
 —
 26,798
Depreciation and amortization(103,986) (103,613) (74,657)
Net income$59,337
 $12,796
 $46,292
Company's share of net income (3)
$48,698
 $21,861
 $39,893

(1)
Includes preferred equity investments held by the Company.
(2)
Represents income from Wesco II's preferred equity investment in Park Merced.
(3)
Includes the Company's share of equity income from co-investments, income from preferred equity investments, gain on sale of co-investments, co-investment promote income, and income from early redemption of preferred equity investments. Includes income earned from investments with a related party of $3.4 million and $3.7 million for the years ended December 31, 2016 and 2015, respectively.

Operating Co-investments

As of December 31, 2013,2016 and 2015, the Company, through several joint ventures, owned 11,274 and CPPIB have six active developments projects10,520 apartment homes, respectively, in operating communities. The Company owns 50%-55% of these joint ventures and the Company’s book value of these co-investments was $781.9 million and $831.5 million at December 31, 2016 and 2015, respectively.

Development Co-Investments

As of December 31, 2016 and 2015, the Company, through several joint ventures, owned 1,427 and 1,676 apartment homes, respectively, in development communities. The Company owns 50%-55% of these joint ventures and the Company’s book value of these co-investments was $157.3 million and $98.2 million at December 31, 2016 and 2015, respectively.

In February 2015, the Company entered into a joint venture to develop 500 Folsom, a multi-family community comprised of 1,507 units for total estimated costs of $695.2 million.  At December 31, 2013,545 apartment homes located in San Francisco, California. The Company has a 50% ownership interest in the total remaining estimated costs to be incurred on these projects was $216.2 million of which the Company’s portion of the remaining costs were $118.9 million.development

F- 32
F-25
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


Epic – Phase I,which has a 280 unit community in San Jose, California, a development joint venture with CPPIB, stabilized its operationsprojected total cost of $415.0 million. Construction began in the fourth quarter of 2013.  Epic – Phase II and Phase III are currently still under development.

The Huxley and The Dylan – Joint Venture Developments

During the third quarter 2011, the Company entered into a development joint venture with a regional developer for the construction of The Huxley, a 187 unit community with approximately 18,200 square feet of retail located in West Hollywood, California.  The regional developer contributed the land2015 and the Company contributed approximately $9.0 millionproperty is projected to open in cash for a 50% interest in the venture.  The joint venture obtained bond financing for the project in the amount of $54.5 million with a maturity date of October 2046 and entered into an interest rate swap transaction with respect to the bonds that terminates in September 2016 that effectively converts the interest rate to the Securities Industry and Financial Market Association Municipal Swap Index (“SIFMA Municipal Swap Index”) plus 150 basis points through December 2016.

In the fourth quarter 2011, the Company entered into another development joint venture with the same regional developer for the construction of The Dylan, a 184 unit apartment community with approximately 12,750 square feet of retail located in West Hollywood, California.  The 50/50 joint venture was created with the contribution of $5.8 million by the Company and the contribution of entitled land by the regional developer.  The joint venture secured bond financing in the amount of $59.9 million, maturing in December 2046.  The joint venture entered into a total return swap agreement that effectively converts the interest rate to SIFMA Municipal Swap Index plus 150 basis points through December 2016.

The bond financing for these two development projects have joint and several liability for the joint venture partners.  Additionally, if either partner fails to make capital contributions to one of these joint ventures in certain instances, then the ownership interest of the defaulting partner in the other joint venture may be reduced.

One South Market
During May 2013, the Company entered into a development joint venture to develop a 312 unit community in San Jose, California.  The Company holds a 55% non-controlling interest in the venture and will earn customary management fees and may earn development, asset, and property management fees.  The Company may also earn a promote interest. The co-investment is not a variable interest entity since it has sufficient equity without additional subordinated support, and the Company and the partner jointly have the power to direct activities that most significantly impact the co-investment economic performance.  The co-investment has a single general partner, which is a subsidiary consolidated by the Company.  However, the Company, as general partner of the co-investment, does not control the co-investments because the limited partners have substantive participating rights.  Therefore, the presumption of control by the Company as general partner is overcome by the rights held by the partner, and the Company records the co-investments on the equity method of accounting.
As of December 31, 2013, the project’s total estimated costs were $145.1 million.2018. At December 31, 2013,2016, the total remaining estimated costs to be incurred on this project was $114.2were $307.6 million, of which the Company’s portion of the remaining costs were $62.8was $153.7 million.

Preferred Equity Investments

During the first quarterAs of 2013,December 31, 2016 and 2015, the Company made an $8.6 millionheld preferred equity interest investment interests in an apartment development located in Redwood City, California to a related party entity.several joint-ventures which own real estate. The investment has a preferred return of 12% and matures in January 2016.

In March 2013, the Company received the redemption of $9.7 million of preferred equity related to two properties located in downtown Los Angeles, California.  The Company recorded $0.4 million of income from redemption penalties due to the early redemptionCompany’s book value of these preferred equity investments.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
investments was $222.1 million and $106.3 million at December 31, 2013, 2012,2016 and 2011

During the second quarter of 2013, the Company received the redemption of $13.1 million of preferred equity related to a property located in downtown Los Angeles, California.  The Company recorded $0.5 million of income from redemption penalties due to the early redemption of these preferred equity investments.

2015, respectively.
In August 2013,March 2016, the Company made an $8.5a commitment to fund a $47.1 million preferred equity investment in a multifamily development projectlimited liability company located in San Jose, California.  TheGlendale, CA. As of December 31, 2016, the entire commitment of $47.1 million was funded. This investment hasearns a 12.0% preferred return of 12% and maturesis scheduled to mature in 3 years.March 2020.

During the third quarter of 2013, the Company restructured the terms of a preferred equity investment with a related party entity on a property located in Anaheim, California, reducing the rate from 13% to 9%, while extending the maximum term by one year.  The Company recorded a $0.4 million restructuring fee related to the restructured investment.

During the second quarter 2012,In May 2016, the Company made a $14$23.7 million preferred equity investment in an apartment communitya limited liability company located in Cupertino, CaliforniaSeattle, WA. This investment will accrue interest based on a 10.0% compounded preferred return for the first 30 months, after which the rate may decrease to 8.0% if certain loan-to-value thresholds are met and is scheduled to mature in November 2020.

In August 2016, the Company made a commitment to fund a $11.6 million preferred equity investment in a limited liability company located in Santa Ana, CA. As of December 31, 2016, the entire commitment of $11.6 million was funded. This investment will accrue interest based on a 12.0% compounded preferred return and is scheduled to mature in March 2020.

In November 2016, the Company made a $23.0 million preferred equity investments in a limited liability company located in San Jose, CA. The investment accrues interest based on a 11.0% compounded preferred return which will decrease to 9.0% upon stabilization of the operating property which the limited liability company owns. This investment is scheduled to mature on the later of the date when permanent financing is obtained or November 2019.

In November 2016, the Company made a $10.7 million preferred equity investment in a limited liability company located in Redmond, WA. The investment accrues interest based on a 11.0% compounded preferred return for the first 30 months, after which the rate may decrease to 9.5% if certain loan-to-value thresholds are met and is scheduled to mature in November 2020.

In March 2015, a multi-family property, located in Anaheim, CA that was owned by an entity affiliated with a related party, entity.  Thein which the Company held a $13.7 million preferred equity investment, haswas sold. That investment of $13.7 million plus an additional $1.3 million in cash was invested as outlined in the next paragraph. Prior to the property sale, the $13.7 million preferred equity investment earned a 9.0% preferred return.

In June 2015, the Company made $10.0 million and $5.0 million preferred equity investments in limited liability companies owned by a related party, that own properties located in San Jose and Concord, California, respectively. These investments earn a 9.5% preferred return and are scheduled to mature in June 2022.
In August 2015, the Company made a $5.0 million preferred equity investment in a limited liability company owned by a related party that owns a property located in Los Angeles, California. This investment earns a 9.5% preferred return and is scheduled to mature in August 2022.
In August 2015, the Company redeemed a preferred returnequity investment in a joint venture that holds a property in San Jose, California with a carrying value of 9.5% and matures$20.4 million. The Company recognized a gain of $1.5 million as a result of this redemption which is included in May 2016.  The preferred equity agreement provides for up to $4 millionincome from co-investments in the consolidated statements of additional funding for renovation costs.income.

The carrying values of the Company’s co-investments, all accounted for under the equity method of accounting as of December 31, 2013 and 2012 are as follows ($ in thousands):

 
 2013  2012 
 
 
  
 
 
 
  
 
 
 
  
 
Membership interest in Wesco I $142,025  $143,874 
Membership interest in Wesco III  39,073   9,941 
Partnership interest in Fund II  4,166   53,601 
Membership interest in a limited liability company that owns Expo  12,041   18,752 
Total operating co-investments  197,305   226,168 
 
        
Membership interests in limited liability companies with CPPIB that own and are developing Epic, Connolly Station, Mosso I & II, Park 20 (fka Elkhorn) and The Village  301,538   186,362 
Membership interests in limited liability companies that own and are developing The Huxley and The Dylan  18,545   16,552 
Membership interest in a limited liability company that owns and is developing One South Market  17,115   - 
Total development co-investments  337,198   202,914 
 
        
Membership interest in Wesco II that owns a preferred equity interest in Parkmerced with a preferred return of 10.1%  94,711   91,843 
Preferred interest in related party limited liability company that owns Sage at Cupertino with a preferred return of  9.5%  15,775   14,438 
Preferred interest in a related party limited liability company that owns Madison Park at Anaheim with a preferred return of 9%  13,824   13,175 
Preferred interest in related party limited liability company that owns an apartment development in Redwood City with a preferred return of 12%  9,455   - 
Preferred interest in a limited liability company that owns an apartment development in San Jose with a preferred return of 12%  8,865   - 
Preferred interests in limited liability companies that own apartment communities in downtown Los Angeles with preferred returns of 9% and 10% repaid in 2013  -   22,807 
Total preferred interest investments  142,630   142,263 
Total co-investments $677,133  $571,345 

ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
The combined summarized financial information of co-investments, which are accounted for under the equity method, is as follows ($ in thousands):
 
 December 31, 
 
 2013  2012 
Balance sheets: 
  
 
Rental properties and real estate under development $1,953,328  $1,745,147 
Other assets  61,578   168,061 
Total assets $2,014,906  $1,913,208 
 
        
Debt $667,641  $820,895 
Other liabilities  125,479   91,922 
Equity  1,221,786   1,000,391 
Total liabilities and partners' equity $2,014,906  $1,913,208 
 
        
Company's share of equity $677,133  $571,345 

 
 Years ended 
 
 December 31, 
 
 2013  2012  2011 
Statements of operations: 
  
  
 
Property revenues $100,402  $130,128  $106,386 
Property operating expenses  (37,518)  (55,990)  (43,066)
Net operating income  62,884   74,138   63,320 
 
            
Gain on sale of real estate  146,758   106,016   - 
Interest expense  (24,155)  (34,959)  (27,843)
General and administrative  (5,344)  (3,697)  (1,748)
Depreciation and amortization  (36,831)  (47,917)  (44,412)
Net income (loss) $143,312  $93,581  $(10,683)
 
            
Company's share of net income (loss) $55,865  $41,745  $(467)

(d)(e) Real Estate forunder Development

The Company defines development activitiesprojects as new propertiescommunities that are being constructed, or are newly constructed and in the case of development communities, are in a phase of lease-up and have not yet reached stabilized operations. As of December 31, 2013,2016, the Company had two consolidated development projects, and eightfour unconsolidated joint venture development projects, and various consolidated predevelopment projects, aggregating 2,501 units2,223 apartment homes for an estimated total cost of $1.1$1.3 billion, of which $407.0$704.0 million remains to be expended. The Company’s portion of the remaining costs was $249.2 million.$528.0 million at December 31, 2016.

As of December 31, 2013, the Company had one consolidated predevelopment project consisting of 200 units.
F- 33
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014



(4) Notes and Other Receivables
 
Notes receivables, secured by real estate, and other receivables consist of the following as December 31, 20132016 and 20122015 ($ in thousands):
 
 2013  2012 
 
    
Note receivable, secured, bearing interest at 4.0%, due December 2014 (1)
 $3,212  $3,212 
Notes and other receivables from affiliates (2)
  60,968   28,896 
Other receivables  4,075   3,785 
Note receivable, secured, bearing interest at 8.0%, paid in full May 2013  -   971 
Note receivable, secured, bearing interest at 8.8%, paid in full March 2013  -   10,800 
Note receivable, secured, effective interest at 9.6%, paid in full March 2013  -   18,499 
 
 $68,255  $66,163 
 2016 2015
Note receivable, secured, bearing interest at 10.75%, due September 2020$17,685
 $—
Related party note receivable, secured, bearing interest at 9.5%, due October 2019(2)
6,593
 —
Note receivable, secured, bearing interest at 6.0%, due December 2016—
 3,219
Notes and other receivables from affiliates (1)
4,695
 3,092
Other receivables11,997
 12,974
 Total notes and receivables$40,970
 $19,285

(1)
The borrower funds an impound accountCompany had $4.7 million and $3.1 million of short-term loans outstanding and due from various joint ventures as of December 31, 2016 and 2015, respectively. See Note 5, Related Party Transactions, for capital replacement.additional details.

(2)
During the second quarter of 2013, the Company provided a short-term bridge loans to Fund II $42.4 million at a rate of LIBOR + 1.75%.  In July 2013, Fund II repaid the CompanySee Note 5, Related Party Transactions, for $42.4 million in short term loans. The Company has provided two bridge loans totaling $56.8 million to Wesco III at a rate of LIBOR + 2.50%, permanent financing is expected to be placed on the Gas Company Lofts and Regency at Mt. View by the end of Q1 2014. In January 2014, Wesco III repaid the loan on Gas Company Lofts.additional details.

During the twelve months ended December 31, 2013, the Company received the repayment of three notes receivables totaling $30.5 million. One of the notes was repaid early, and as such the Company recorded $0.8 million of income related to a change in estimate on the discount to the note receivable.

During the first quarter of 2013, Wesco III repaid the Company for a $26.0 million short-term bridge loan to assist with the purchase of Haver Hill.

(5) 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 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.

Management and other fees from affiliates is comprised primarily of asset management, property management, development and redevelopment fees from co-investments.  These fees from affiliates total $11.5 million, $10.9 million, and $6.1 million for the years ended December 31, 2013, 2012, and 2011, respectively. All of these fees are net of intercompany amounts eliminated by the Company.

During 2013, the Company has provided short-term bridge loans to Wesco III and Fund II as discussed in Note 4 above.  In January 2014, Wesco III repaid the short-term bridge loan to Gas Company Lofts in full.

The Company provided a $26.0 million short-term bridge loan to Wesco III at a rate of LIBOR plus 2.50%, to assist with the purchase of Haver Hill in 2012. The short term bridge loan was repaid in March 2013.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011


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 Co-Chairman of Marcus & Millichap, Inc. (“MMI”), and Mr. Marcus owns a controlling interest in MMI. MMI is a national brokerage firm listed on the NYSE that underwent its initial public offering in 2013. Fund IIFor the year ended December 31, 2016, the Company paid brokerage commissions totaling $0.6$1.1 million and $0.4 million, respectively, to an affiliateaffiliates of MMIMMC related to the sales of properties in 2013 and 2012, respectively, and there were no brokerage commissions paid during 2011.real estate transactions. There were no brokerage commissions paid by the Company to MMI or its affiliates during 2013, 2012,2015 and 2011.2014.

The Company charges certain fees relating to its co-investments for asset management, property management, development and redevelopment services. These fees from affiliates total $12.4 million, $15.6 million, and $16.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. All of these fees are net of intercompany amounts eliminated by the Company. The Company netted development and redevelopment fees of $4.2 million, $6.7 million, and $7.2 million against general and administrative expenses for the years ended December 31, 2016, 2015 and 2014, respectively.

As described in Note 3, 4, the Company restructuredhas provided short-term bridge loans to affiliates. As of December 31, 2016 and 2015, $4.7 million and $3.1 million, respectively, of short-term loans remained outstanding due from joint venture affiliates and is classified within notes and other receivables in the termsaccompanying consolidated balance sheets. In November 2016, the Company provided a $6.6 million mezzanine loan to a limited liability company in which MMC holds a significant ownership interest through subsidiaries. The mezzanine loan is also classified within notes and other receivables in the accompanying consolidated balance sheets.

F- 34
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014



In March 2015, a multi-family property, located in Anaheim, CA that was owned by an entity affiliated with MMC, in which the Company held a $13.7 million preferred equity investment, was sold. That investment of $13.7 million plus an additional $1.3 million in cash was invested as outlined in the next two paragraphs. Prior to the property sale, the $13.7 million preferred equity investment earned a 9.0% preferred return and was scheduled to mature in September 2020.

In June 2015, the Company made a $10.0 million preferred equity investment in an entity affiliated with MMC that owns Greentree Apartments, a property220 apartment community located in Anaheim, California, reducingSan Jose, CA. This investment will earn a 9.5% preferred return and is scheduled to mature in June 2022.

In June 2015, the rateCompany made a $5.0 million preferred equity investment in an entity affiliated with MMC that owns Sterling Cove Apartments, a 218 apartment community located in Concord, CA. This investment will earn a 9.5% preferred return and is scheduled to mature in June 2022.

In August 2015, the Company made a $5 million preferred equity investment in an entity affiliated with MMC that owns Alta Vista Apartments, a 92 apartment community located in Los Angeles, CA. This investment will earn a 9.5% preferred return and is scheduled to mature in August 2022.

In July 2014, the Company acquired Paragon Apartments, a 301 unit apartment community located in Fremont, CA for $111.0 million from 13% to 9%, while extending the maximum term by one year.  The Company recorded $0.4 million of income related to the restructured investment.  Thean entity that owns the property iswas partially owned by an affiliate of MMC.  Independent directors (other than Mr. Marcus) on the Company’s Board of Directors that serve on the Nominating and Corporate Governance and Audit Committees approved the restructuring of the investment in this entity.

In January 2013, the Company invested $8.6 million as a preferred equity interest investment in an entity affiliated with MMC that owns an apartment development in Redwood City, California. Independent directors (other than Mr. Marcus) onIn March 2015 the Company’s Board of Directors that serve on the NominatingCompany's preferred interest investment was prepaid and Corporate Governance and Audit Committees approved the investment in this entity.

During the third quarter of 2012, the Company invested $14.0recognized a gain of $0.5 million as a preferred equity interest investment in an entity affiliated with MMC that owns an apartment community in Cupertino, California.  The investment has a preferred returnresult of 9.5% and matures in May 2016.  The Company expects to invest an additional $4.0 million in preferred equity to fund renovation costs.  Independent directors (other than Mr. Marcus) on the Company’s Board of Directors approved the investment in this entity.prepayment.

Also during the third quarter of 2012, the Company acquired Montebello, a 248 unit apartment community in Kirkland, Washington for $52.0 million fromIn 2010, an entity affiliated with MMC, and Wesco I acquired Riley Square (formerly Waterstone Santa Clara), a 156 unit apartment community in Santa Clara, California for $38.3 million from an entity affiliated with MMC.  Independent directors (other than Mr. Marcus) on the Company’s Board of Directors approved the acquisitions of Montebello and Riley Square.

An Executive Vice President of the Company invested $4.0 million for a 3% limited partnership interest in a partnership with the Company that owns Essex Skyline at MacArthur Place. The Executive Vice President’s investment is equal to a pro-rata share of the contributions to the limited partnership. The Executive Vice President’s investment also receives pro-rata distributions resulting from distributable cash generated by the property if and when distributions are made.

(6) Discontinued OperationsUnsecured Debt

The Company classifies real estateESS does not have any indebtedness as “heldall debt is incurred by the Operating Partnership. ESS guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities up to the maximum amounts and for sale” when the sale is considered probable and expected to sell within a year.  During 2013,full term of the Company sold Linden Square, a 183 unit community located in Seattle, Washington for $25.3 million, resulting in a gainfacilities.
Unsecured debt consists of $12.7 million. Also during 2013, the Company sold Cambridge, a 40 unit property located in Chula Vista, California for $4.7 million, resulting in a gain of $2.5 million, and Brentwood, a 140 unit property located in Santa Ana, California for $27.5 million, resulting in a gain of $14.0 million. Asfollowing as of December 31, 20132016 and 2012, no communities were held for sale.2015 ($ in thousands):
 2016 2015 
Weighted Average
Maturity
In Years
Unsecured bonds private placement - fixed rate$314,190
 $463,891
 3.6
Term loan - variable rate98,189
 224,467
 5.1
Bonds public offering - fixed rate2,834,400
 2,400,322
 6.3
Unsecured debt, net (1)
3,246,779
 3,088,680
  
Lines of credit (2)
125,000
 15,000
  
Total unsecured debt$3,371,779
 $3,103,680
  
Weighted average interest rate on fixed rate unsecured and unsecured private placement bonds3.6% 3.6%  
Weighted average interest rate on variable rate term loan2.3% 2.4%  
Weighted average interest rate on lines of credit1.8% 1.9%  

During 2012, the Company sold two communities, Tierra Del Sol/Norte and Alpine Country, for a total of $28.3 million resulting in gains totaling $10.9 million.

During 2011, the Company sold one apartment community, Woodlawn Colonial, and one office building, Clarendon, for a total of $23.4 million resulting in gains totaling $8.4 million.
F- 35
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


(1)
Includes unamortized premium and discounts of $(0.1) million and $14.3 million and reduced by unamortized debt issuance costs of $18.1 million and $15.6 million as of December 31, 2016 and 2015, respectively.
(2)
Lines of credit, related to the Company's two lines of unsecured credit aggregating $1.03 billion, excludes unamortized debt issuance costs of $3.3 million as of both December 31, 2016 and 2015. The debt issuance costs are included in prepaid expenses and other assets on the condensed consolidated balance sheets.

As of December 31, 2016 and 2015, the Company had $315.0 million and $465.0 million of private placement unsecured bonds outstanding at an average effective interest rate of 4.5%, for both periods.

The following is a summary of the Company’s unsecured private placement bonds as of December 31, 2016 and 2015 ($ in thousands):
 Maturity 2016 2015 
Coupon
Rate
Senior unsecured private placement notesMarch 2016 $—
 $150,000
 4.36%
Senior unsecured private placement notesSeptember 2017 40,000
 40,000
 4.50%
Senior unsecured private placement notesDecember 2019 75,000
 75,000
 4.92%
Senior unsecured private placement notesApril 2021 100,000
 100,000
 4.27%
Senior unsecured private placement notesJune 2021 50,000
 50,000
 4.30%
Senior unsecured private placement notesAugust 2021 50,000
 50,000
 4.37%
    $315,000
 $465,000
  

In November 2016, the Company paid off its unsecured $225 million term loan and entered into a new $350 million term loan commitment, with a delayed draw feature and a variable interest rate of LIBOR plus 0.95%, with a scheduled maturity date of February 2022. As of December 31, 2016 and 2015, the Company had unsecured term loans outstanding of $100.0 million and $225.0 million at an average interest rate of 2.3% and 2.4%, respectively. These loans are included in the line “Term loan-variable rate” in the table above, and as of December 31, 2016 and 2015, the carrying value, net of debt issuance costs, was $98.2 million and $224.5 million, respectively. The Company entered into four forward starting interest rate swap contracts, with settlement payments starting in March 2017, for a term of five years with a notional amount totaling $150.0 million, which will effectively convert the interest rate on $150.0 million of the term loan to a fixed rate of 2.2%. These four forward starting interest rate swaps are accounted for as cash flow hedges. Additionally, the Company has a $25 million interest rate swap contract, which effectively converts the interest rate on $25.0 million of the $100.0 million drawn on its new term loan to a fixed rate of 2.4%. As of December 31, 2015, the Company had unsecured term loans with a $225.0 million commitment and an outstanding balance of $225.0 million at a variable interest rate of LIBOR plus 1.05%. The $200 million tranche of this unsecured term loan had a maturity date of November 2016 and the $25 million tranche had a maturity date of August 2017. The Company previously entered into interest rate swap contracts for a term of five years with a notional amount totaling $225.0 million which effectively converted the interest rate on $225.0 million of the term loan to a fixed rate of 2.4%. In November 2016, the Company paid off and terminated the $225.0 million commitment and the notional amount of $200.0 million of the $225.0 million interest rate swap contracts matured. The remaining notional amount of $25.0 million interest rate swap contract will mature in July 2017.

In April 2016, the Company 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 15th and October 15th 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, 2016, the carrying value of the 2026 Notes, net of discount and debt issuance costs was $443.7 million.

In March 2015, the Company 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 1st and October 1st 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

F- 36
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


“Bonds public offering-fixed rate” in the table above, and as of December 31, 2016 and 2015, the carrying value of the 2025 Notes, net of discount and debt issuance costs was $495.4 million and $494.8 million, respectively.

In April 2014, the Company assumed $900.0 million aggregate principal amount of BRE’s 5.500% senior notes due 2017; 5.200% senior notes due 2021; and 3.375% senior notes due 2023 (together “BRE Notes”). These notes are included in the line "Bonds public offering-fixed rate" in the table above, and as of December 31, 2016 and 2015, the carrying value of the BRE Notes, plus unamortized premium was $907.1 million and $919.1 million, respectively.

In April 2014, the Company 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 1st and November 1st 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, 2016 and 2015, the carrying value of the 2024 Notes, net of discount and debt issuance costs was $395.1 million and $394.5 million, respectively.

In April 2013, the Company 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 1st and November 1st 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, and as of December 31, 2016 and 2015, the carrying value of the 2023 Notes, net of discount and debt issuance costs was $296.5 million and $295.9 million, respectively.

During the third quarter 2012, the Company issued $300.0 million of senior unsecured notes due August 2022 with a coupon rate of 3.625% per annum and 2011are payable on February 15th and August 15th of each year, beginning February 15, 2013 (the "2022 Notes"). The 2022 Notes were offered to investors at a price of 98.99% of par value. The 2022 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, 2016 and 2015, the carrying value of the 2022 Notes, net of unamortized discount and debt issuance costs was $296.6 million and $296.0 million, respectively.

The following is a summary of the Company’s senior unsecured notes as of December 31, 2016 and 2015 ($ in thousands):
 Maturity 2016 2015 Coupon
Rate
Senior notesMarch 2017 $300,000
 $300,000
 5.500%
Senior notesMarch 2021 300,000
 300,000
 5.200%
Senior notesAugust 2022 300,000
 300,000
 3.625%
Senior notesJanuary 2023 300,000
 300,000
 3.375%
Senior notesMay 2023 300,000
 300,000
 3.250%
Senior notesMay 2024 400,000
 400,000
 3.875%
Senior notesApril 2025 500,000
 500,000
 3.500%
Senior notesApril 2026 450,000
 —
 3.375%
    $2,850,000
 $2,400,000
  

The aggregate scheduled principal payments of unsecured debt payable, excluding lines of credit, at December 31, 2016 are as follows ($ in thousands):

F- 37
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


2017$340,000
2018—
2019(1)
75,000
2020—
2021500,000
Thereafter2,350,000
 $3,265,000

(1)
Amount does not include $125.0 million outstanding on the Company's lines of credit as of December 31, 2016, that becomes due in December 2020 in accordance with the January 2017 amendment.

The Company has recordedtwo lines of credit aggregating $1.03 billion as of December 31, 2016. The Company has a $1.0 billion credit facility with an underlying interest rate based on a tiered rate structure tied to the gainsCompany's credit ratings and was LIBOR plus 0.90% as of December 31, 2016. As of December 31, 2016 and 2015, the balance of the $1.0 billion credit facility was $125.0 million and $15.0 million, respectively. In January 2017, the facility maturity date was extended to December 31, 2020 with one 18-month extension, exercisable at the Company's option. The Company also has a working capital unsecured line of credit agreement for $25.0 million. The underlying interest rate on salesthe $25.0 million line is based on a tiered rate structure tied to the Company's credit ratings on the credit facility of LIBOR plus 0.90% and operations for these various assets sold described above as parthas a maturity date of discontinued operations in the accompanying consolidated statementsJanuary 2018. As of operations.  The components of discontinued operations are outlined belowDecember 31, 2016 and include the results of operations for the respective periods that the Company owned such assets, as described above ($ in thousands):2015, there was a zero balance outstanding on this unsecured line.

 
 2013  2012  2011 
 
 
  
  
 
Revenues $4,454  $5,848  $9,133 
 
            
Property operating expenses  (1,406)  (2,181)  (3,584)
Depreciation and amortization  (1,098)  (1,513)  (2,534)
Expenses  (2,504)  (3,694)  (6,118)
 
            
Operating income from real estate sold  1,950   2,154   3,015 
 
            
Gain on sale of real estate  29,223   10,870   8,382 
Internal disposition costs  -   (1,087)  (839)
Income from discontinued operations $31,173  $11,937  $10,558 
The Company’s unsecured line 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, 2016 and 2015.

(7) Mortgage Notes Payable

ESS 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, 20132016 and 20122015 ($ in thousands):

 
 2013  2012 
 
 
  
 
Fixed rate mortgage notes payable $1,236,479  $1,363,731 
Variable rate mortgage notes payable(1)
  167,601   201,868 
 
 $1,404,080  $1,565,599 
 
        
Number of properties securing mortgage notes  49   55 
Remaining terms 1-26 years  1-27 years 
Weighted average interest rate  5.6%  5.4%

 2016 2015
Fixed rate mortgage notes payable$1,911,699
 $1,925,985
Variable rate mortgage notes payable (1)
279,782
 289,092
Total mortgage notes payable (2)
$2,191,481
 $2,215,077
Number of properties securing mortgage notes61
 64
Remaining terms1-30 years
 1-31 years
Weighted average interest rate4.3% 4.4%

The aggregate scheduled principal payments of mortgage notes payable at December 31, 20132016 are as follows ($ in thousands):

2014 $- 
2015  67,461 
2016  12,390 
2017  182,731 
2018  271,156 
Thereafter  870,342 
 
    
 
 $1,404,080 
2017$82,796
2018301,575
2019576,954
2020693,868
202151,584
Thereafter441,313
 $2,148,090

(1)
Variable rate mortgage notes payable, including $257.3 million in bonds that have been converted to variable rate through total return swap contracts, consists of multifamilymulti-family 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 1.6%1.2% at December 20132016 and 1.9%1.2% at December 2012)2015) plus credit enhancement and underwriting fees ranging from approximately 1.2% to 1.9%.  Among the terms imposed on the properties, which are security for the bonds, is a requirement that 20% of the units are subject to tenant income criteria. Principal balances are due in full at various maturity dates from May 2025 through December 2039.  Of these bonds $156.9 million are subject to various interest rate cap agreements which limit the maximum interest rate to such bonds.

F- 38
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


and underwriting fees ranging from approximately 1.0% to 1.3%. 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. Principal balances are due in full at various maturity dates from May 2025 through December 2046. Of these bonds $20.7 million are subject to various interest rate cap agreements that limit the maximum interest rate to such bonds.
(2)
Includes total unamortized premium of $50.8 million and $64.8 million and reduced by unamortized debt issuance costs of $7.4 million and $8.0 million as of December 31, 2016 and 2015, respectively.

For the Company’s mortgage notes payable as of December 31, 2013,2016, monthly interest expense and principal amortization, excluding balloon payments, totaled approximately $6.1$7.4 million and $1.9$2.5 million, respectively. Second deeds of trust accounted for $58.4 millionzero of the $1.4$2.2 billion in mortgage notes payable as of December 31, 2013.2016. 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 mortgage note payable which is calculated by multiplying the principal being prepaid by the difference between the interest rate of the mortgage note and the stated yield rate on a specified U.S. treasury security as defined in the mortgage note agreement.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

(8) Unsecured Debt and Lines of Credit

ESS does not have any indebtedness as all debt is incurred by the Operating Partnership.  ESS guarantees the Operating Partnership’s unsecured debt including the revolving credit facilities up to the maximum amounts and for the full term of the facilities.
Unsecured debt and lines of credit consist of the following as of December 31, 2013 and 2012 ($ in thousands):

 
 
  
  Weighted Average 
 
 
  
  Maturity 
 
 2013  2012  In Years 
 
 
  
  
 
Bonds private placement - fixed rate $465,000  $465,000   5.2 
Term loan - variable rate  350,000   350,000   3.2 
Bonds public offering - fixed rate  595,023   297,084   9.0 
Unsecured debt  1,410,023   1,112,084     
Lines of credit  219,421   141,000   4.3 
Total unsecured debt $1,629,444  $1,253,084     
 
            
Weighted average interest rate on fixed rate unsecured bonds  4.0%  4.2%    
Weighted average interest rate on variable rate term loan  2.5%  2.7%    
Weighted average interest rate on line of credit  2.2%  2.3%    

As of December 31 2013 and 2012, the Company had $465 million of unsecured bonds outstanding at an average effective interest rate of 4.5%.

The following is a summary of the Company’s unsecured private placement bonds as of December 31, 2013 and 2012 ($ in thousands):
 
 
 
  
  Coupon 
 Maturity20132012Rate
 
 
 
  
  
 
Senior unsecured private placement notesMarch 2016 $150,000  $150,000   4.36%
Senior unsecured private placement notesSeptember 2017  40,000   40,000   4.50%
Senior unsecured private placement notesDecember 2019  75,000   75,000   4.92%
Senior unsecured private placement notesApril 2021  100,000   100,000   4.27%
Senior unsecured private placement notesJune 2021  50,000   50,000   4.30%
Senior unsecured private placement notesAugust 2021  50,000   50,000   4.37%
 
  
 $465,000  $465,000     


As of December 31, 2013 and 2012, the Company had a $350 million unsecured term loan outstanding at an average interest rate of 2.5%.  The term loan has a variable interest rate of LIBOR plus 1.2%. During the fourth quarter of 2012, the Company increased the size of the term loan from $200 million to $350 million.  The Company entered into interest rate swap contracts for a term of five years with a notional amount totaling $300 million, which effectively converted the interest rate on $300 million of the term loan to a fixed rate.

In April 2013, the Company 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 1st and November 1st 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, and as of December 31, 2013, the carrying value of the 2023 Notes, net of discount was $297.7 million.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

During the third quarter 2012, the Company issued $300.0 million of senior unsecured notes due August 2022 with a coupon rate of 3.625% per annum and are payable on February 15th and August 15th of each year, beginning February 15, 2013 (the 2022 Notes).  The 2022 Notes were offered to investors at a price of 98.99% of par value.  The 2022 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. On August 15th, 2012, in connection with the 2022 Notes issuance, the Company entered into a registration rights agreement whereby the Operating Partnership agreed to conduct an offer to exchange the 2022 Notes for a new series of publicly registered notes with substantially identical terms.  In May 2013, the Operating Partnership completed the exchange and these bonds are included in the line “Bonds public offering-fixed rate” in the table above.  As of December 31, 2013 and 2012, the carrying value of the 2022 Notes, net of discount was $297.3 million and $297.1 million, respectively.

The Company has two lines of credit aggregating $625.0 million as of December 31, 2013.  The Company has a $600 million credit facility with an underlying interest rate based on a tiered rate structure tied to Fitch and S&P ratings on the credit facility and the rate was LIBOR plus 1.075% as of December 31, 2013.  As of December 31, 2013 and 2012, the balance of the $600 million credit facility was $199.0 million and $141.0 million, respectively.  This facility matures in December 2015 with two one-year extensions, exercisable by the Company.  The Company also has a working capital unsecured line of credit agreement for $25.0 million.  This facility matures in January 2014, with a one year extension option.  The underlying interest rate on the $25.0 million line is based on a tiered rate structure tied to Fitch and S&P ratings on the credit facility of LIBOR plus 1.075%.  As of December 31, 2013 and 2012, there was a $20.4 million and zero balance, respectively outstanding on this unsecured line.

The Company’s unsecured line 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, 2013 and 2012.

(9)(8) Derivative Instruments and Hedging Activities

The Company uses interest rate swaps and interest rate cap 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 are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The 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 November 2016, the Company replaced its $225.0 million term loan with a new $350 million five-year term loan with a delayed draw feature. The new term loan carries a variable interest rate of LIBOR plus 95 basis points. Also in November 2016, four interest rate swaps related to the replaced term loan, with a total notional balance of $200.0 million, matured. An additional swap with a notional of $25.0 million, with a maturity date in July 2017, was still in place as of December 31, 2016 and was hedging a portion of the $100 million drawn on the $350.0 million term loan as of December 31, 2016. In 2016, the Company has entered into four new forward starting interest rate swap contractsswaps (settlement payments begin in March 2017) related to the new $350.0 million term. These four new swaps, with an aggregatea total notional amount of $300$150.0 million that effectivelybear an average fixed the interest rate on $300 million of the $350 million unsecured term loan at 2.29% through November 2016.2.2% and are scheduled to mature in February 2022. These derivatives qualify for hedge accounting.

As of December 31, 20132016, the Company also had nine interest rate cap contractscaps, which are not accounted for as hedges, totaling a notional amount of $156.9$20.7 million that qualify for hedge accounting as they effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for $156.9$20.7 million of the Company’s tax exempt variable rate debt.

As of December 31, 20132016 and 2012,2015, the aggregate carrying value of the interest rate swap contracts was an asset of $4.4 million and zero, respectively and is included in prepaid expenses and other assets on the consolidated balance sheets and a liability of $2.7$0.03 million and $6.6$1.0 million, respectively.respectively, and is included in other liabilities on the consolidated balance sheets. The aggregate carrying value of the interest rate cap contracts was zero on the balance sheet as of December 31, 20132016 and December 31, 2012.2015.

DuringHedge ineffectiveness related to cash flow hedges, which is reported in current year income as interest expense was $0.3 million of income for the third quarter 2012,year ended December 31, 2016. Hedge ineffectiveness was not significant for the years ended 2015 and 2014.

Additionally, the Company terminated a swap transaction with respect to the $38.0has entered into four total return swaps, that effectively convert $257.3 million of tax-exempt bonds formortgage notes payable to a floating interest rate based on SIFMA plus a spread. The total return swaps provide fair market value protection on the 101 San Fernando apartment communitymortgage notes payable to our counterparties during the initial period of the total return swap until the Company's option to call the mortgage notes at par can be exercised. The Company can currently call one of the total return swaps with Citibank because$114.4 million of the bonds were repurchased byoutstanding debt at par, while the Company at par.call option on the other three total return swaps relating to $142.9 million of the

F- 39
F-33
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


outstanding debt can be exercised starting on January 1, 2017. These derivatives do not qualify for hedge accounting and had a carrying and fair value of zero and $4 thousand at December 31, 2016 and 2015, respectively. These total return swaps are scheduled to mature between September 2021 and November 2022. The realized gains of $11.7 million and $5.7 million as of December 31, 2016 and 2015, respectively, were reported in current year income as total return swap income. No hedge ineffectiveness on cash flow hedges occurred duringsuch income or expense was incurred for the yearsyear ended December 31, 2013, 2012 and 2011.2014.

(10)
(9) Lease Agreements

As of December 31, 20132016 the Company is a lessor for threetwo commercial buildings and the commercial portions of 2037 mixed use communities. The tenants’ lease terms expire at various times through 2028.2031. The future minimum non-cancelable base rent to be received under these operating leases for each of the years ending after December 31 is summarized as follows ($ in thousands):
 
 Future 
 
 Minimum 
 
 Rent 
2014 $8,624 
2015  7,104 
2016  4,908 
2017  4,158 
2018  3,613 
Thereafter  15,271 
 
 $43,678 
 Future
 Minimum
 Rent
2017$13,453
201812,773
201912,347
202011,518
202110,073
Thereafter39,043
 $99,207

(11)
(10) Equity Transactions
 
Preferred Securities Offerings

As of December 31, 2013 and 2012,In April 2016, the Company has the following cumulative preferred securities outstanding:
 
  
 Shares  Shares  Liquidation 
    DescriptionIssue Date Authorized  Outstanding  Preference 
  4.875% Series GJuly 2006  5,980,000   178,249  $4,456 
  7.125% Series HApril 2011  8,000,000   2,950,000  $73,750 

During the third quarter of 2006, the Company sold 5,980,000 shares of 4.875% Series G Cumulative Convertible Preferred Stock (“Series G”) for gross proceeds of $149.5 million.  Holders may convert Series G into shares of ESS common stock subject to certain conditions.  The conversion rate was initially .1830 shares of common stock per the $25 share liquidation preference, which is equivalent to an initial conversion price of approximately $136.62 per share of common stock (the conversion rate will be subject to adjustment upon the occurrence of specified events).  ESS may, under certain circumstances, cause some orredeemed all of the Series G to be converted into that number ofissued and outstanding 2,950,000 shares of common stock at the then prevailing conversion rate.  As of December 31, 2013 and 2012, shares of Series G with an aggregate liquidation value of $4.5 million were outstanding.

During the second quarter of 2011, the Company issued 2,950,000 shares ofCompany's 7.125% Series H Cumulative Redeemable Preferred Stock (“("Series H”H") at a price offor $25.00 per share for net proceeds of $71.2$73.8 million net of costs and original issuance discounts.  The Series H has no maturity date and generally may not be called by the Company before April 13, 2016.  Net proceeds fromin cash. In connection with the Series H offering were used to redeem allredemption, the Operating Partnership redeemed the Series H 7.125% Preferred Interest. The notice of the 7.875% Series B Cumulative Redeemable Preferred Units of Essex Portfolio, L.P. (“Series B”) with a liquidation value of $80.0 million,redemption was given in March 2016, which resulted in excess of cash paid of $1.0the Company and the Operating Partnership each recording $2.5 million over the carrying value of Series B due to deferred offering costs and original issuance discounts.

Also during the second quarter of 2011, ESS redeemed its 7.8125% Series F Preferred Stock (“Series F”) at liquidation value for $25.0 million which resulted in excess of cash paid of $0.9 millionredemption value over the carrying value of Series F duecharge to deferred offering costsnet income attributable to common stockholders and original issuance discounts.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011net income related to unitholders, respectively.

Common Stock Offerings

During 2013, ESS sold 913,3442016, the Company did not issue any shares of common stock for proceedsthrough its equity distribution program. During 2015, the Company issued 1,481,737 shares of $138.4 million, net of fees and commissions,common stock, through its equity distribution program, at an average price of $152.92.

During 2012 and 2011, ESS issued 2.4 million shares of common stock in each period$226.46 for net proceeds of $357.7 million and $323.9 million, net of fees and commissions, respectively.$332.3 million.

Operating Partnership Units and Long Term Incentive Plan (“LTIP”) Units

As of December 31, 2013,2016 and 2015, the Operating Partnership had outstanding 2,031,6122,056,263 and 2,070,360 operating partnership units and 118,190181,027 and 144,185 vested LTIP units.units, respectively. The Operating Partnership’s general partner, ESS, owned 94.6%96.7% of the partnership interests in the Operating Partnership at both December 31, 2013,2016 and 2015, and ESS is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, ESS effectively controls the ability to issue common stock of ESS upon a limited partner’s notice of redemption. In addition, ESS 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 ESS to settle in either cash or common stock at the option of ESS 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

F- 40
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


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 unit holder 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 maywill be redeemedexchanged for an equal number of the ESS’s common stock.OP Units.

The redemption value of the OP and LTIP units owned by the limited partners, not including ESS, had such units been redeemed at December 31, 2013,2016, was approximately $308.5$520.2 million and $530.2 million based on the closing price of ESS’s common stock as of December 31, 2013.2016 and 2015, respectively.

(12)
(11) Net Income Per Common Share and Net Income Per Common Unit

Essex Property Trust, Inc.

Basic and diluted income from continuing and discontinued operations per share is calculated as follows for the years ended December 31 ($ in thousands, except share and per share amounts):
F-35
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
 2016 2015 2014
 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 stockholders411,124
 65,471,540
 $6.28
 226,865
 64,871,717
 $3.50
 116,859
 56,546,959
 $2.07
Effect of Dilutive Securities (1)
—
 116,276
  
 —
 189,968
  
 —
 149,566
  
Diluted: 
  
  
  
  
  
  
  
  
Net income available to common stockholders411,124
 65,587,816
 $6.27
 226,865
 65,061,685
 $3.49
 116,859
 56,696,525
 $2.06

 
 2013  2012  2011 
 
 
  Weighted-  Per  
  Weighted-  Per  
  Weighted-  Per 
 
 
  average  Common  
  average  Common  
  average  Common 
 
 
  Common  Share  
  Common  Share  
  Common  Share 
 
 Income  Shares  Amount  Income  Shares  Amount  Income  Shares  Amount 
Basic: 
  
  
  
  
  
  
  
  
 
 
 
  
  
  
  
  
  
  
  
 
Income from continuing operations available to common stockholders $121,324   37,248,960  $3.26  $108,532   35,032,491  $3.10  $30,570   32,541,792  $0.94 
 
                                    
Income from discontinued operations available to common stockholders  29,487   37,248,960   0.79   11,280   35,032,491   0.32   9,798   32,541,792   0.30 
 
 $150,811      $4.05  $119,812      $3.42  $40,368      $1.24 
Effect of Dilutive Securities (1)  -   86,335       -   92,430       -   86,922     
 
                                    
Diluted:                                    
 
                                    
Income from continuing operations available to common stockholders (1) $121,324   37,335,295  $3.25  $108,532   35,124,921  $3.09  $30,570   32,628,714  $0.94 
 
                                    
Income from discontinued operations available to common stockholders  29,487   37,335,295   0.79   11,280   35,124,921   0.32   9,798   32,628,714   0.30 
 
 $150,811      $4.04  $119,812      $3.41  $40,368      $1.24 
 
                                    

(1)
Weighted average convertible limited partnership units of 2,131,425, 2,219,046,2,224,100, 2,182,467, and 2,231,807,2,224,707, which include vested Series Z andIncentive Units, Series Z-1 incentive units,Incentive Units, 2014 Long-Term Incentive Plan Units, and 2015 Long-Term Incentive Plan Units, for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively, were not included in the determination of diluted earnings per share calculation because they were anti-dilutive. The Company has the abilityrelated income allocated to redeem DownREITthese convertible limited partnership units aggregated $14.1 million, $7.8 million, and $4.9 million for cashthe years ended December 31, 2016, 2015, and does not consider them to be potentially dilutive securities.2014, respectively. Additionally, excludes all DownREIT units as they are anti-dilutive.

Stock options of 168,325; 263,613;252,334, 54,100, and 175,500;10,843, for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively, were not included in the diluted earnings per share calculation because the exercise priceassumed proceeds per share of these options plus the average unearned compensation were greater than the average market price of the common sharesstock for the years ended and, therefore, were anti-dilutive.

All shares of cumulative convertible Series GH preferred stockinterest have been excluded from diluted earnings per share for the years ended 2013, 2012,December 31, 2016, 2015, and 20112014 respectively, as the effect was anti-dilutive. All shares of cumulative convertible Series G preferred interest have been excluded from diluted earnings per share for the year ended December 31, 2014 as the effect was anti-dilutive.


F- 41
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


Essex Portfolio, L.P.

Basic and diluted income from continuing and discontinued operations per unit is calculated as follows for the years ended December 31 ($ in thousands, except unit and per unit amounts):

 
 2013  2012  2011 
 
 
  Weighted-  Per  
  Weighted-  Per  
  Weighted-  Per 
 
 
  average  Common  
  average  Common  
  average  Common 
 
 
  Common  Unit  
  Common  Unit  
  Common  Unit 
 
 Income  Units  Amount  Income  Units  Amount  Income  Units  Amount 
Basic: 
  
  
  
  
  
  
  
  
 
Income from continuing operations available to common unitholders $128,576   39,380,385  $3.27  $115,834   37,251,537  $3.11  $33,035   34,773,599  $0.95 
Income from discontinued operations  31,173   39,380,385   0.79   11,937   37,251,537   0.32   10,558   34,773,599   0.30 
Income available to common unitholders $159,749      $4.06  $127,771      $3.43  $43,593      $1.25 
 
                                    
Effect of Dilutive Securities (1)  -   86,335       -   92,430       -   67,319     
 
                                    
Diluted:                                    
Income from continuing operations available to common unitholders (1) $128,576   39,466,720  $3.26  $115,834   37,343,967  $3.10  $33,035   34,860,521  $0.95 
Income from discontinued operations  31,173   39,466,720   0.79   11,937   37,343,967   0.32   10,558   34,860,521   0.30 
Income available to common unitholders $159,749      $4.05  $127,771      $3.42  $43,593      $1.25 
 2016 2015 2014
 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$425,213
 67,695,640
 $6.28
 $234,689
 67,054,184
 $3.50
 $121,726
 58,771,666
 $2.07
Effect of Dilutive Securities (1)
—
 116,276
  
 —
 189,968
  
 —
 149,566
  
Diluted: 
  
  
  
  
  
  
  
  
Net income available to common unitholders$425,213
 67,811,916
 $6.27
 $234,689
 67,244,152
 $3.49
 $121,726
 58,921,232
 $2.07
 
(1)
The Operating Partnership hasStock options of 252,334, 54,100, and 10,843, for the ability to redeemyears ended December 31, 2016, 2015, and 2014, respectively, were not included in the diluted earnings per unit calculation because the assumed proceeds per share of these options plus the average unearned compensation were greater than the average market price of the common shares for the years ended and, therefore, were anti-dilutive. Additionally, excludes all DownREIT limited partnership units for cash and does not consider them to be potentially dilutive securities.as they are anti-dilutive.

Stock options of 168,325; 263,613; and 175,500;The cumulative convertible Series H preferred interest have been excluded from diluted earnings per unit for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014 respectively, were not included inas the diluted earnings per unit calculation because the exercise price of these options were greater than the average market price of the common shares for the years ended and, therefore, wereeffect was anti-dilutive.

All units of The cumulative convertible Series G preferred interest have been excluded from diluted earnings per unit for the yearsyear ended 2013, 2012, and 2011 respectively,December 31, 2014 as the effect was anti-dilutive.

F-36
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
(13)(12) Equity Based Compensation Plans
 
Stock Options and Restricted Stock
 
In May 2013, stockholders approved the Company’s 2013 Stock Award and Incentive Compensation Plan (“2013 Plan”). The 2013 Plan became effective on June 1, 2013 and serves as the successor to the Company’s 2004 Stock Incentive Plan (the “2004 Plan”), and no additional equity awards can be granted under the 2004 Plan after the date the 2013 Plan became effective.

The Company’s 2013 Plan provides incentives to attract and retain officers, directors and key employees. The 2013 Plan provides for the grants of options to purchase shares of common stock, grants of restricted stock and other award types. Under the 2013 Plan, the maximum aggregate number of shares that may be issued is 1,000,000, plus any shares that have not been issued under the 2004 Plan, including shares subject to outstanding awards under the 2004 Plan that are not issued or delivered to a participant for any reason. The 2013 Plan is administered by the Compensation Committee of the Board of Directors, andwhich is comprised of independent directors. The Compensation Committee is authorized to establish the exercise price; however, the exercise price cannot be less than 100% of the fair market value of the common stock on the grant date. The Company’s options have a life of five to ten years. Option grants for officers and employees fully vest between one year0 and five5 years after the grant date.

Stock-based compensation expense for options and restricted stock under the fair value method totaled $2.3$8.2 million, $2.0$6.1 million, and $1.5$6.1 million for years ended December 31, 2013, 20122016, 2015 and 20112014 respectively. Stock-based compensation capitalizedexpense for options and restricted stock for the year ended December 31, 2016 and 2015, includes $0.1 million and $0.2 million related to the BRE merger, of which zero and $0.1 million relates to merger and integration expenses, and which is recorded in merger and integration expense in the consolidated statements of income, respectively. For the years ended December 31, 2016 and 2015, stock-based compensation expense included $3.5 million and $2.7 million related to an immediate vesting of options and

F- 42
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


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 $0.4$0.5 million, $0.3 million, and $0.2$0.4 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. The intrinsic value of the options exercised totaled $3.0$11.9 million, $2.9$19.4 million, and $3.8$12.7 million, for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 respectively. The intrinsic value of the options outstanding and fully vestedexercisable totaled $7.6 million, $9.9$20.8 million and $10.6$29.8 million for the years endedas of December 31, 2013, 20122016 and 2011,2015, respectively.
 
Total unrecognized compensation cost related to unvested stock options totaled $5.1$5.0 million as of December 31, 20132016 and the unrecognized compensation cost is expected to be recognized over a period of 1 to 52.8 years.
 
The average fair value of stock options granted for the years ended December 31, 2013, 20122016, 2015 and 20112014 was $15.80, $12.64$21.65, $22.78 and $14.49,$20.56, respectively. Certain stock options gratedgranted in 2013, 2012,2016, 2015, and 20112014 included a $75 cap, a $100 cap or a $100$125 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:

 
 2013  2012  2011 
Stock price $153.54  $143.95  $131.87 
Risk-free interest rates  2.68%  1.16%  2.23%
Expected lives 10 years  5 - 10 years  10 years 
Volatility  18.03%  20.05%  19.63%
Dividend yield  3.15%  3.26%  3.29%

F-37
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
 2016 2015 2014
Stock price$219.60
 $227.75
 $176.65
Risk-free interest rates2.08% 1.83% 2.37%
Expected lives6 years
 6 years
 8 years
Volatility26.47% 20.06% 18.00%
Dividend yield2.89% 2.73% 2.90%

A summary of the status of the Company’s stock option plans as of December 31, 2013, 2012,2016, 2015, and 20112014 and changes during the years ended on those dates is presented below:

 
 2013  2012  2011 
 
 
  Weighted-  
  Weighted-  
  Weighted- 
 
 
  average  
  average  
  average 
 
 
  exercise  
  exercise  
  exercise 
 
 Shares  price  Shares  price  Shares  price 
Outstanding at beginning of year  623,434  $125.96   415,020  $109.71   300,642  $88.11 
Granted  150,325   153.54   263,113   143.95   197,500   131.87 
Exercised  (52,970)  102.43   (41,603)  77.21   (83,122)  84.24 
Forfeited and canceled  (25,301)  135.25   (13,096)  128.36   -   - 
Outstanding at end of year  695,488   133.37   623,434   125.96   415,020   109.71 
 
                        
Options exercisable at year end  300,632   119.09   250,620   107.12   219,820   92.31 

The following table summarizes information about stock options outstanding as of December 31, 2013:

  Options outstanding  Options exercisable 
  Number  Weighted-  
  Number  
 
  outstanding  average  Weighted-  exercisable  Weighted- 
  as of  remaining  average  as of  average 
Range of  December 31,  contractual  exercise  December 31,  exercise 
exercise prices  2013  life (years)  price  2013  price 
$62.34 - $101.01   74,261   2.7  $79.18   72,261  $79.02 
105.64 - 161.98   604,902   7.2   139.18   228,371   131.77 
164.76 - 164.76   16,325   9.4   164.76   -   - 
    695,488   6.8   133.37   300,632   119.09 

During 2013, 2012, and 2011 the Company issued 1,556, 1,614 and 1,540 shares of restricted stock, respectively.  The unrecognized compensation cost related to unvested restricted stock totaled $1.2 million as of December 31, 2013 and is expected to be recognized over a period of 1 to 7 years.
 2016 2015 2014
 Shares 
Weighted-
average
exercise
price
 Shares 
Weighted-
average
exercise
price
 Shares 
Weighted-
average
exercise
price
Outstanding at beginning of year525,094
 $154.98
 664,785
 $138.78
 695,488
 $133.37
Granted207,429
 219.60
 78,600
 227.75
 42,518
 176.65
Granted - BRE options converted—
 —
 —
 —
 133,766
 121.03
Exercised(138,054) 138.79
 (203,556) 131.53
 (185,387) 113.72
Forfeited and canceled(36,821) 178.18
 (14,735) 136.11
 (21,600) 144.29
Outstanding at end of year557,648
 181.50
 525,094
 154.98
 664,785
 138.78
Options exercisable at year end290,340
 160.90
 342,048
 152.42
 395,986
 133.99
 
The following table summarizes information about restricted stock outstanding as of December 31, 2013, 20122016, 2015 and 20112014 and changes during the years ended:

 
 2013  2012  2011 
 
 
  Weighted-  
  Weighted-  
  Weighted- 
 
 
  average  
  average  
  average 
 
 
  grant  
  grant  
  grant 
 
 Shares  price  Shares  price  Shares  price 
Unvested at beginning of year  24,922  $104.52   35,219  $98.57   44,877  $102.46��
Granted  1,556   158.75   1,614   149.68   1,540   134.44 
Vested  (7,211)  109.86   (8,641)  106.69   (9,532)  104.91 
Forfeited and canceled  (3,091)  100.84   (3,270)  102.00   (1,666)  94.35 
Unvested at end of year  16,176   108.06   24,922   104.52   35,219   98.57 
F- 43
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


 2016 2015 2014
 Shares 
Weighted-
average
grant
price
 Shares 
Weighted-
average
grant
price
 Shares 
Weighted-
average
grant
price
Unvested at beginning of year54,676
 $147.10
 25,820
 $168.22
 16,176
 $108.06
Granted49,183
 150.13
 56,177
 155.21
 22,014
 194.03
Granted - BRE restricted stock converted—
 —
 —
 —
 119,411
 173.82
Vested(38,427) 147.12
 (22,939) 148.20
 (126,931) 171.56
Forfeited and canceled(7,083) 141.76
 (4,382) 122.06
 (4,850) 135.10
Unvested at end of year58,349
 149.11
 54,676
 147.10
 25,820
 168.22

The unrecognized compensation cost related to unvested restricted stock totaled $5.9 million as of December 31, 2016 and is expected to be recognized over a period of 2.2 years.

Long Term Incentive Plans – Z Units and 2014 LTIP Units

On December 10,9, 2014, the Operating Partnership issued 44,750 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 units were granted subject only to performance-based criteria and were fully vested on the date granted. The 2015 LTIP Units, that were subject to vesting, will vest 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, once earned and vested, are convertible one-for-one into common units of the Operating Partnership 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 units under the 2014 Long-Term Incentive Plan Award agreements to twelve senior executives of the Company. Pursuant to the 2014 Long-Term Incentive Plan Awards, each recipient was initially granted a number ofThe 2014 Long-Term Incentive Plan Units (the “2014 LTIP Units”), 90% of which are were subject to forfeiture based on performance-based vesting,conditions and 10% of which are currently subject to service-based vestingservice based vesting. The 2014 LTIP Units vest 25% per year on continued employment.  One-thirdeach of the performance-based vestingfirst four anniversaries of the initial grant date. In December 2014, the Company achieved the performance criteria and all of the 2014 LTIP Units initially granted will be eligible to beawarded were earned by the recipients, subject to satisfaction of service based on Essex’s absolute total stockholder returnvesting conditions. The 2014 LTIP Units are convertible one-for-one into common units of the Operating Partnership 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 two-thirds will be eligible to be earned based on Essex’s relative total stockholder return, in each case, during a one-year performance period beginning2014 LTIP Units were determined on the initial grant date using Monte Carlo simulations under a risk-neutral premise and considered Essex’s stock price on the date of grant, the awards.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011illiquidity.

Prior to 2013, the Company adopted an incentive program involving the issuance ofissued Series Z Incentive Units and Series Z-1 Incentive Units (collectively referred to as “Z Units”) of limited partnership interest in the Operating Partnership. Vesting in the Z Units is based on performance criteria established in the plan. The criteria can be revised at the beginning of the year by the Board's Compensation Committee if the Committee deems that the plan's criterion is unachievable for any given year. The sale of Z Units is contractually prohibited. Z Units are convertible into Operating Partnership units which are exchangeable for shares of the Company’s common stock that have marketability restrictions. The estimated fair value of a Z Unit isUnits were determined on the grant date and considersconsidered the Company's current stock price on the date of grant, the dividends that are not paid on unvested units and a marketability discount for the 8 to 15 years of illiquidity. Compensation expense is calculated by multiplying estimated vesting increases for the period by the estimated fair value as of the grant date less its $1.00 per unit purchase price.  Effective January 1 of each year for each participating executive who remains employed by the Company if the Company has met a specified “funds from operations” per share target, or such other target as the Compensation Committee deems appropriate, for the prior year, up to a maximum conversion ratchet of 100%.  Z units issued indate.

During 2011 and 2010, are discussed below.
The issuance of Z Units and 2014 LTIP Units are administered by the Compensation Committee which has the authority to select participants and determine the awards to be made up to a maximum of 600,000 Z Units and 2014 LTIP Units.
Stock-based compensation expense for Z Units and 2014 LTIP Units under the fair value method totaled approximately $2.2 million, $2.1 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.  Stock-based compensation capitalized for Z Units and 2014 LTIP Units totaled approximately $0.5 million, $0.5 million, and $0.3 million, for the years ended December 31, 2013, 2012, and 2011, respectively.  The intrinsic value of the unvested Z Units and 2014 LTIP Units totaled $21.4 million as of December 31, 2013.  Total unrecognized compensation cost related to the unvested Z Units and 2014 LTIP Units under the Z Units and 2014 LTIP Units plans totaled $7.6 million as of December 31, 2013.  The unamortized cost for the Z Units and LTIP Units is recognized up to 14 years and four years, respectively, subject to the achievement of the stated performance criteria.
During 2011, the Operating Partnership issued 46,500154,500 Series Z-1 Incentive Units (the “2011 Z-1“Z-1 Units”) of limited partner interest to fourteen executives of the Company in exchange for cash from eight executive officers of the Company, and a capital commitment from the remaining six executives of $1.00 per 2011 Z-1 Unit.Company. The 2011 Z-1 Units are convertible one-for-one into common units of the Operating Partnership (which, in turn, are convertible into common stock of the Company) upon the earlier to occur of 100 percent vesting of the units or the year 2026. The conversion ratchet (accounted for as vesting) of the 2011 Z-1 Units into common units, increasedis to 10 percent effective January 1, 2012 because the Company achieved the FFO minimum target

F- 44
Table of $5.65 per diluted share in 2011.  Each year thereafter, vesting of the 2011 Z-1 Units will beContents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


increase consistent with the Company’s annual FFO growth, but is not to be less than zero or greater than 14 percent. The 2011 Z-1 Unit holders are entitled to receive distributions, on vested units, that are approximately the same asnow equal to dividends distributed to common stockholders.

During 2010,Stock-based compensation expense for LTIP and Z Units under the Operating Partnership issued 108,000 Series Z-1 Incentive Units (the “2010 Z-1 Units”)fair value method totaled approximately $2.7 million, $3.5 million and $6.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Stock-based compensation expense for the year ended December 31, 2014 includes $1.7 million related to merger and integration expenses and is recorded in merger and integration expense in the consolidated statements of limited partner interestincome. No such amounts were recorded in merger and integration expense in 2015. For the year ended December 31, 2014, stock-based compensation expense included $2.4 million related to twenty executivesan immediate vesting of certain of the Company.2015 LTIP Units. No such amounts were recorded in 2015. Stock-based compensation related to LTIP Units attributable to recipients who are direct and incremental to these projects was capitalized to real estate under development and totaled approximately $0.6 million, $0.5 million, and $0.4 million, for the years ended December 31, 2016, 2015, and 2014, respectively. The conversion ratchet (accounted for as vesting)intrinsic value of the 2010 Z-1vested and unvested LTIP Units into common units, increasedtotaled $56.0 million as of December 31, 2016. Total unrecognized compensation cost related to 20 percent effective January 1, 2011 because the Company achievedunvested LTIP Units under the FFO minimum targetLTIP Units plans totaled $3.6 million as of $4.75 per diluted share in 2010.  OnceDecember 31, 2016. On a weighted average basis, the units are vested, Z-1 Unit holders receive quarterly distributions of approximatelyunamortized cost for the dividend rate paid on common shares.  Each year thereafter, vesting of2014 and 2015 LTIP Units and the 2010 Z-1Z Units will be consistent with the Company’s annual FFO growth, but is notexpected to be less than zero or greater than 14 percent.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011recognized over the next 2.2 years to 8.5 years, depending on certain performance targets.

The following table summarizes information about the Z Units and 2014 LTIP Units outstanding as of December 31, 20132016 ($ in thousands):
 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, 2013118,190
 149,381
 267,571
 $63.53
 9.3
Granted24,000
 44,750
 68,750
 

 
Vested41,729
 (41,729) —
 

 
Converted(2,000) —
 (2,000) 

 
Cancelled—
 (1,335) (1,335) 

 
Balance, December 31, 2014181,919
 151,067
 332,986
 71.14
 10.5
Granted—
 —
 —
 

 
Vested36,650
 (36,650) —
 

 
Converted(74,384) —
 (74,384) 

 
Cancelled—
 (8,260) (8,260) 

 
Balance, December 31, 2015144,185
 106,157
 250,342
 75.41
 9.5
Granted—
 —
 —
 

 
Vested36,842
 (36,842) —
 

 
Converted—
 —
 —
 

 
Cancelled—
 (9,288) (9,288) 

 
Balance, December 31, 2016181,027
 60,027
 241,054
 $75.11
 8.5

 
 Long Term Incentive Plan - Z Units and 2014 LTIP Units 
 
 
  
  Aggregate  
  
  Weighted- 
 
 
  
  Intrinsic  
  Weighted-  average 
 
 Total  Total  Value  Total  average  Remaining 
 
 Vested  Unvested  of Unvested  Outstanding  Grant-date  Contractual 
 
 Units  Units  Units  Units  Fair Value  Life (years) 
Balance, December 2010  326,280   171,902  $19,463   498,182  $54.15   11.2 
Granted  -   46,500       46,500         
Vested  44,520   (44,520)      -         
Converted  (191,718)  -       (191,718)        
Cancelled  -   (3,863)      (3,863)        
Balance, December 2011  179,082   170,019   23,719   349,101   58.17   12.3 
Granted  -   -       -         
Vested  28,163   (28,163)      -         
Converted  (16,541)  -       (16,541)        
Cancelled  -   (1,813)      (1,813)        
Balance, December 2012  190,704   140,043   20,800   330,747   58.44   11.3 
Granted  -   50,500       50,500         
Vested  35,919   (35,919)      -         
Converted  (108,433)  -       (108,433)        
Cancelled  -   (5,243)      (5,243)        
Balance, December 2013  118,190   149,381  $21,438   267,571  $63.53   9.3 
(13) 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. Essex's chief operating decision makers are comprised of several members of its executive management team who use NOI to assess the performance of the business for the Company's reportable operating segments. NOI represents total property revenue less direct property operating expenses.


F- 45
F-40
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


(14) Segment Information

The executive management team 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 net operating income are communities classified in discontinued operations, management and other fees from affiliates and interest and other income. Non-segment revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties.properties and properties that have been sold. Other non-segment assets include real estate under development, co-investments, real estate held for sale, net, cash and cash equivalents, marketable securities, notes and other receivables and prepaid expenses and other assets and deferred charges.assets.

The revenues and net operating income for each of the reportable operating segments are summarized as follows for the years ended December 31, 2013, 2012,2016, 2015, and 20112014 ($ in thousands):
 Years Ended December 31,
 2016 2015 2014
Revenues:     
Southern California$561,094
 $507,536
 $418,495
Northern California453,140
 407,590
 319,082
Seattle Metro217,259
 201,417
 168,337
Other real estate assets54,230
 68,955
 55,677
Total property revenues$1,285,723
 $1,185,498
 $961,591
Net operating income: 
  
  
Southern California$382,312
 $340,797
 $274,806
Northern California325,394
 291,168
 223,559
Seattle Metro148,279
 136,579
 112,494
Other real estate assets40,811
 53,446
 38,186
Total net operating income896,796
 821,990
 649,045
Management and other fees from affiliates8,278
 8,909
 9,347
Depreciation and amortization(441,682) (453,423) (360,592)
General and administrative(40,751) (40,090) (40,878)
Merger and integration expenses—
 (3,798) (53,530)
Acquisition and investment related costs(1,841) (2,414) (1,878)
Interest expense(219,654) (204,827) (164,551)
Total return swap income11,716
 5,655
 —
Interest and other income27,305
 19,143
 11,811
Equity income in co-investments48,698
 21,861
 39,893
Loss on early retirement of debt(606) (6,114) (268)
Gain on sale of real estate and land154,561
 47,333
 46,039
Deferred tax expense on gain on sale of real estate and land(4,410) —
 —
Gain on remeasurement of co-investment—
 34,014
 —
Net income$438,410
 $248,239
 $134,438

 
 Years Ended December 31, 
 
 2013  2012  2011 
Revenues: 
  
  
 
Southern California $265,226  $246,534  $220,416 
Northern California  214,402   175,325   149,457 
Seattle Metro  107,553   92,489   79,832 
Other real estate assets  14,822   12,348   10,955 
Total property revenues $602,003  $526,696  $460,660 
 
            
Net operating income:            
Southern California $176,675  $164,092  $145,353 
Northern California  148,204   120,540   99,047 
Seattle Metro  71,407   60,853   51,477 
Other real estate assets  9,705   9,044   7,273 
Total net operating income  405,991   354,529   303,150 
 
            
Depreciation  (192,420)  (169,173)  (150,009)
Interest expense before amortization  (104,600)  (100,244)  (91,694)
Amortization expense  (11,924)  (11,644)  (11,474)
Management and other fees from affiliates  11,700   11,489   6,780 
General and administrative  (25,601)  (23,307)  (20,694)
Cost of management and other fees  (6,681)  (6,513)  (4,610)
Merger expenses  (4,284)  -   - 
Interest and other income  11,633   13,833   17,139 
Loss on early retirement of debt  (300)  (5,009)  (1,163)
Gain on sale of land  1,503   -   - 
Equity income (loss) income from co-investments  55,865   41,745   (467)
Gain on remeasurement of co-investment  -   21,947   - 
 
            
Income before discontinued operations $140,882  $127,653  $46,958 

F- 46
F-41
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


Total assets for each of the reportable operating segments are summarized as follows as of December 31, 20132016 and 20122015 ($ in thousands):
 
 As of December 31, 
Assets: 2013  2012 
Southern California $1,746,434  $1,675,265 
Northern California  1,614,159   1,489,095 
Seattle Metro  741,533   699,465 
Other real estate assets  86,745   88,330 
Net reportable operating segments - real estate assets  4,188,871   3,952,155 
Real estate under development  50,430   66,851 
Co-investments  677,133   571,345 
Cash and cash equivalents, including restricted cash  53,766   42,126 
Marketable securities  90,084   92,713 
Notes and other receivables  68,255   66,163 
Other non-segment assets  58,300   55,870 
Total assets $5,186,839  $4,847,223 
 As of December 31,
Assets:2016 2015
Southern California$4,924,792
 $4,752,174
Northern California3,791,549
 3,733,218
Seattle Metro1,570,340
 1,613,175
Other real estate assets78,079
 283,010
Net reportable operating segments - real estate assets10,364,760
 10,381,577
Real estate under development190,505
 242,326
Co-investments1,161,275
 1,036,047
Real estate held for sale, net101,957
 26,879
Cash and cash equivalents, including restricted cash170,302
 123,055
Marketable securities139,189
 137,485
Notes and other receivables40,970
 19,285
Prepaid expenses and other assets48,450
 41,730
Total assets$12,217,408
 $12,008,384

(15)
(14) 401(k) Plan
 
The Company has a 401(k) benefit plan (the “Plan”) for all full-time employees who have completed six months of service.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 for non-highly compensated personnel, up to 50% of their contribution up to a specified maximum. Company contributions to the Plan were approximately $0.2$1.8 million, $0.2$1.6 million, and $0.3$0.9 million for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively.
 
(16)
(15) Commitments and Contingencies
 
As of December 31, 2013,2016, the Company had five non-cancelableseven ground leases for certain apartment communities and buildings that expire between 2027 and 2082. Ground lease payments are typically the greater of a stated minimum or a percentage of gross rents generated by these apartment communities.  Totalcommunities, some of which may be subject to future adjustments, which are not contemplated in the disclosed minimum lease commitments. The total minimum lease commitments, under ground leases and operating leases, are approximately $1.7 million per year for each of the next five years.years ending December 31 is summarized as follows ($ in thousands):
 Total Minimum
 Lease Commitments
2017$4,647
20184,704
20194,763
20204,823
20214,886
Thereafter116,472
 $140,295

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 remediation and other potential liability.that matter. The Company will consider whether any such occurrencematter results in an impairment of value on the affected property and, if so, the impairment will be recognized.
 
Except with respect to three communities, the Company has no indemnification agreements from third parties for potential environmental clean-up costs at its communities. 
F- 47
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, 2015, and 2014


The Company has no way of determining at this time the magnitude of any potential liability to which it may be subject arising out of unknown environmental conditions or violations with respect to the communities currently or formerly owned by the Company. No assurance can be given thatthat: existing environmental studiesassessments conducted with respect to any of thethese communities revealhave revealed all environmental conditions or potential liabilities thatassociated with such conditions; any prior owner or operator of a Propertyproperty did not create any material environmental condition not known to the Company,Company; or that 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 in the Operating Partnership or in the DownREIT entities. These transactions are within the Company’s control. Although the Company plans to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, the Company can provide no assurance that it will be able to do so and if such tax liabilities were incurred they may to have a material impact on the Company’s financial position.
F-42
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

There have been an increasing number ofcontinue to be lawsuits against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in the residential real estate.units and common areas of those communities. Some of these lawsuits have resulted in substantial monetary judgments or settlements. The Company has been sued for mold related matters and has settled some, but not all, of such matters.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 some coverage for mold.some mold claims. The Company has also adopted policies intended to promptly address and resolve reports of mold when it is detected, and to minimize any impact mold might have on residents of the property.its properties. The Company believes its mold policies and proactive response to address any known existence,reported mold exposures reduces its risk of loss from these cases.  Theremold claims. While no assurances can be no assurancesgiven that the Company has identified and responded to all mold occurrences, but the companyCompany promptly addresses and responds to all known reports of mold.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, 2013,2016, 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 does not havehas limited insurance coverage. Substantially all of the communities are located in areas that are subject to earthquake activity. The Company has established a wholly ownedwholly-owned insurance subsidiary, Pacific Western Insurance LLC (“PWI”). Through PWI, the Company is self-insured as it relates to 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, 2013,2016, PWI has cash and marketable securities of approximately $40$69.9 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 which it holds an ownership interest in.the Company's co-investments.

The Company provided a payment guarantee to the counterparties in relation to the total return swaps entered into by the joint venture responsible for the development of The Huxley and The Dylan communities.  Further the Company has guaranteed completion of development and made certain debt service guarantees for The Huxley and The Dylan.  The outstanding balance for the loans is included in the debt line item in the balance sheet of the co-investments included in Note 3.  The payment guarantee is for the payment of the amounts due to the counterparty related total return swaps which are scheduled to mature in September and December 2016.  The maximum exposure of the guarantee as of December 31, 2013 was $96.3 million based on the aggregate outstanding debt amount.

Since the announcement of the merger agreement onOn December 19, 2013, three2014, a putative class action and shareholder derivative actions have beenwas filed on behalf of alleged BRE stockholders and/or BRE itselfagainst the Company in the CircuitU.S. District Court for Baltimore City, Maryland, under the following captions: SuttonNorthern
District of California, entitled Foster v. BRE Properties,Essex Property Trust, Inc., et al., No. 24-C-13-008425, alleging that the Company failed to properly secure the
personally-identifying information of its residents. The lawsuit seeks the recovery of unspecified damages and certain
injunctive relief. This lawsuit was filed December 23, 2013; Applegate v. BRE Properties, Inc., et al., No. 24-C-14-00002, filed December 30, 2013; and Lee v. BRE Properties, Inc., et al., No. 24-C-14-00046, filed January 3, 2014.

On February 7, 2014, Plaintiffs filed identical, amended complaintsin connection with a cyber-intrusion that the Company discovered in the three pending actions. The amended complaints add allegations that disclosures regarding the proposed merger in the joint proxy statement/prospectus filed with the SEC on January 29, 2014 are inadequate.third quarter of
All of these complaints name as defendants BRE, the BRE Board, Essex, and Merger Sub, and allege that the BRE Board breached its fiduciary duties2014. This matter was dismissed subject to BRE’s stockholders and/or to BRE itself, and that the merger involves an unfair price, an inadequate sales process, and unreasonable deal protection devices that purportedly preclude competing offers. The complaints further allege that Essex, Merger Sub, and, in some cases, BRE aided and abetted those alleged breaches of duty. The complaints seek injunctive relief, including enjoining or rescinding the merger, and an award of other unspecified attorneys’ and other fees and costs, in addition to other relief.  Essex management believes that the allegations in the complaints against them are without merit and intend to defend vigorously against them.possible appeal.

The Company is subject to various other lawsuitslegal and/or regulatory proceedings arising in the normal course of its business operations.  Such lawsuitsWe believe that, with respect to such matters that we are currently a party to, the ultimate disposition of any such matter will not expected to haveresult in a material adverse effect on the Company’s financial condition, results of operations or cash flows.

F-43
(16) Subsequent Events

In January 2017, the Company sold Jefferson at Hollywood, a 270 apartment home community, located in Los Angeles, CA, for $132.5 million.

In January 2017, the Company purchased its joint venture partner's 50.0% interest in Palm Valley, for a contract price of $183.0 million. Prior to the purchase, an approximately $220.0 million mortgage encumbered the property. Concurrent with the closing

F- 48
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


(17) Subsequent Events

In January 2014,of the Company sold Vista Capri, a 106 unitacquisition, the entire mortgage balance was repaid and the property is now unencumbered. Palm Valley has 1,098 apartment communityhomes, within four communities, and is located in San Diego, CA for $14.4 million.
In January 2014, the Company expanded its unsecured revolving credit facility to $1.0 billion from $600 million, and included an accordion feature pursuant to which the Company could expand to $1.5 billion.  The facility matures in December 2017, with one 18-month extension option, subject to specified conditions and the payment of an extension fee.  The new facility carries an interest rate of LIBOR plus 0.95% based on the Company’s current credit ratings.Jose, CA.

In January 2014, the Company extended the $25.0 million working capital unsecured line of credit for two additional years and reduced the pricing which carries an interest rate of LIBOR plus 0.95% based on a tiered rate structure tied to the Company’s current credit ratings.

In January 2014, the Company’s $350 million unsecured term loan was amended and the underlying interest rate on the term loan, which is based on a tiered rate structure tied to the Company’s corporate ratings, was reduced from LIBOR plus 1.20% to LIBOR plus 1.05%.

During the first quarter of 2014 through February 24, 2014, ESS sold 462,555 shares of common stock for $74.9 million, net of fees and commissions at an average price of $162.97.
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011
(18)(17) Quarterly Results of Operations (Unaudited)

Essex Property Trust, Inc.

The following is a summary of quarterly results of operations for 20132016 and 20122015 ($ in thousands, except per share and dividend amounts):

 
 Quarter ended  Quarter ended  Quarter ended  Quarter ended 
 
 December 31  September 30  June 30  March 31 
2013: 
  
  
  
 
Total property revenues $155,986  $152,177  $148,783  $145,057 
 
                
Income before discontinued operations $20,020  $62,718  $28,983  $29,161 
 
                
Net income $36,903  $75,875  $29,575  $29,702 
Net income available to common stockholders $31,874  $68,788  $24,946  $25,203 
Per share data:                
Net income:                
Basic $0.85  $1.84  $0.67  $0.68 
 
                
Diluted $0.85  $1.84  $0.67  $0.68 
Market price:                
High $165.44  $172.16  $171.11  $156.36 
Low $137.53  $139.64  $147.56  $147.06 
Close $143.51  $147.70  $158.92  $150.58 
Dividends declared $1.21  $1.21  $1.21  $1.21 
 
                
2012:                
Total property revenues $140,294  $133,760  $128,465  $124,177 
 
                
Income before discontinued operations $49,158  $19,731  $42,050  $16,714 
 
                
Net income $49,640  $20,221  $42,490  $27,239 
Net income available to common stockholders $43,793  $16,219  $37,078  $22,722 
Per share data:                
Net income:                
Basic $1.22  $0.46  $1.07  $0.67 
 
                
Diluted $1.22  $0.45  $1.07  $0.67 
Market price:                
High $150.71  $160.64  $161.53  $151.54 
Low $136.38  $147.38  $146.05  $136.43 
Close $146.65  $148.24  $153.92  $151.51 
Dividends declared $1.10  $1.10  $1.10  $1.10 

F-45
 
Quarter ended
December 31
 
Quarter ended
September 30
 
Quarter ended
June 30
 
Quarter ended
March 31
2016:       
Total property revenues$326,905
 $327,078
 $319,562
 $312,178
Net income$204,517
 $70,162
 $76,824
 $86,907
Net income available to common stockholders$195,569
 $65,561
 $72,013
 $77,981
Per share data: 
  
  
  
Net income: 
  
  
  
Basic (1)
$2.98
 $1.00
 $1.10
 $1.19
Diluted (1)
$2.98
 $1.00
 $1.10
 $1.19
Market price: 
  
  
  
High$234.07
 $236.56
 $237.50
 $240.55
Low$200.01
 $217.16
 $207.20
 $191.25
Close$232.50
 $222.70
 $228.09
 $233.86
Dividends declared$1.60
 $1.60
 $1.60
 $1.60
2015: 
  
  
  
Total property revenues$308,646
 $302,522
 $294,101
 $280,229
Net income$85,762
 $47,182
 $50,542
 $64,753
Net income available to common stockholders$79,624
 $42,323
 $45,555
 $59,363
Per share data: 
  
  
  
Net income: 
  
  
  
Basic (1)
$1.22
 $0.65
 $0.70
 $0.92
Diluted (1)
$1.22
 $0.65
 $0.70
 $0.92
Market price: 
  
  
  
High$244.71
 $232.20
 $231.90
 $243.17
Low$214.29
 $205.72
 $208.85
 $207.26
Close$239.41
 $223.42
 $212.50
 $229.90
Dividends declared$1.44
 $1.44
 $1.44
 $1.44

(1)
Quarterly earnings per common unit amounts may not total to the annual amounts due to rounding and the changes in the number of weighted common units outstanding and included in the calculation of basic and diluted shares.




F- 49
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012,2016, 2015, and 20112014


Essex Portfolio, L.P.

The following is a summary of quarterly results of operations for 20132016 and 20122015 ($ in thousands, except per unit and distribution amounts):
 
Quarter ended
December 31
 
Quarter ended
September 30
 
Quarter ended
June 30
 
Quarter ended
March 31
2016:       
Total property revenues$326,905
 $327,078
 $319,562
 $312,178
Net income$204,517
 $70,162
 $76,824
 $86,907
Net income available to common unitholders$202,201
 $67,784
 $74,463
 $80,765
Per unit data: 
  
  
  
Net income: 
  
  
  
Basic (1)
$2.98
 $1.00
 $1.10
 $1.19
Diluted (1)
$2.98
 $1.00
 $1.10
 $1.19
Distributions declared$1.60
 $1.60
 $1.60
 $1.60
2015: 
  
  
  
Total property revenues$308,646
 $302,522
 $294,101
 $280,229
Net income$85,762
 $47,182
 $50,542
 $64,753
Net income available to common unitholders$82,333
 $43,794
 $47,088
 $61,474
Per unit data: 
  
  
  
Net income: 
  
  
  
Basic (1)
$1.22
 $0.65
 $0.70
 $0.93
Diluted (1)
$1.22
 $0.65
 $0.70
 $0.92
Distributions declared$1.44
 $1.44
 $1.44
 $1.44

 
 Quarter ended  Quarter ended  Quarter ended  Quarter ended 
 
 December 31  September 30  June 30  March 31 
2013: 
  
  
  
 
Total property revenues $155,986  $152,177  $148,783  $145,057 
 
                
Income before discontinued operations $20,020  $62,718  $28,983  $29,161 
 
                
Net income $36,903  $75,875  $29,575  $29,702 
Net income available to common unitholders $33,776  $72,777  $26,493  $26,703 
Per unit data:                
Net income:                
Basic $0.87  $1.84  $0.67  $0.68 
 
                
Diluted $0.86  $1.84  $0.67  $0.68 
Distributions declared $1.21  $1.21  $1.21  $1.21 
 
                
2012:                
Total property revenues $140,294  $133,760  $128,465  $124,177 
 
                
Income before discontinued operations $49,158  $19,731  $42,050  $16,714 
 
                
Net income $49,640  $20,221  $42,490  $27,239 
Net income available to common unitholders $46,581  $17,296  $39,580  $24,314 
Per unit data:                
Net income:                
Basic $1.23  $0.46  $1.08  $0.67 
 
                
Diluted $1.23  $0.45  $1.07  $0.67 
Distributions declared $1.10  $1.10  $1.10  $1.10 
(1)
Quarterly earnings per common unit amounts may not total to the annual amounts due to rounding and the changes in the number of weighted common units outstanding and included in the calculation of basic and diluted shares.

F- 50
F-46
Table of Contents
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2013, 2012, and 20112016
(Dollars in thousands)

 
  
 
       Costs             
 
  
 
   Initial cost  
capitalized
subsequent
  Gross amount carried at close of period       
 
  
 
     Buildings and  to  Land and  Buildings and    Accumulated  Date of Date Lives 
Property Units Location Encumbrance  Land  improvements  acquisition  improvements  improvements  
Total(1)
  depreciation  construction acquired (years) 
Encumbered communities  
 
                    
 The Elliot at Mukilteo 301 Mukilteo, WA 10,750  2,498   10,595  13,805  2,824  24,075  26,898  (11,185) 1981 01/97 3-30 
 Avondale at Warner Center 446 Woodland Hills, CA 46,077  10,536   24,522  15,162  10,601  39,619  50,220  (21,737) 1970 01/97 3-30 
 Bridgeport 184 Newark, CA 21,374  1,608   7,582  6,595  1,525  14,260  15,785  (10,670) 1987 07/87 3-30 
 Barkley, The(2)
 161 Anaheim, CA 16,534  -   8,520  4,817  2,353  10,984  13,337  (5,006) 1984 04/00 3-30 
 Bel Air 462 San Ramon, CA 54,858  12,105   18,252  25,571  12,682  43,246  55,928  (21,280) 1988 01/97 3-30 
 Belmont Station 275 Los Angeles, CA 30,045  8,100   66,666  3,262  8,267  69,760  78,027  (16,096) 2008 12/08 3-30 
 Bella Villagio 231 San Jose, CA 36,992  17,247   40,343  1,735  17,247  42,079  59,325  (4,849) 2004 09/10 3-30 
 Brookside Oaks 170 Sunnyvale, CA 19,652  7,301   16,310  20,824  10,328  34,107  44,435  (12,736) 1973 06/00 3-30 
 Camino Ruiz Square 160 Camarillo, CA 21,110  6,871   26,119  940  6,931  26,999  33,930  (6,507) 1990 12/06 3-30 
 Canyon Oaks 250 San Ramon, CA 28,559  19,088   44,473  1,512  19,088  45,985  65,073  (10,550) 2005 05/07 3-30 
 Carlyle, The 132 San Jose, CA 18,274  3,954   15,277  9,956  5,801  23,387  29,187  (10,159) 2000 04/00 3-30 
 City View 572 Hayward, CA 62,008  9,883   37,670  21,261  10,350  58,464  68,814  (32,305) 1975 03/98 3-30 
 Coldwater Canyon 39 Studio City, CA 5,446  1,674   6,640  1,289  1,676  7,928  9,603  (2,308) 1979 05/07 3-30 
 Courtyard off Main 109 Bellevue, WA 16,016  7,465   21,405  2,718  7,465  24,123  31,588  (2,752) 2000 10/10 3-30 
 Domaine 92 Seattle, WA 16,336  9,059   27,177  375  9,059  27,552  36,611  (1,191) 2009 09/12 3-30 
 Elevation 157 Redmond, WA 11,579  4,758   14,285  5,498  4,757  19,784  24,541  (3,054) 1986 06/10 3-30 
 Esplanade 278 San Jose, CA 43,965  18,170   40,086  6,786  18,429  46,613  65,042  (15,128) 2002 11/04 3-30 
 Fairhaven 164 Santa Ana, CA 16,954  2,626   10,485  5,561  2,957  15,715  18,672  (5,989) 1970 11/01 3-30 
 Fairwood Pond 194 Renton, WA 13,024  5,296   15,564  2,111  5,297  17,674  22,971  (5,979) 1997 10/04 3-30 
 Fountain Park 705 Playa Vista, CA 83,179  25,073   94,980  23,673  25,203  118,523  143,726  (41,416) 2002 02/04 3-30 
 Harvest Park 104 Santa Rosa, CA 10,473  6,700   15,479  984  6,690  16,473  23,163  (4,043) 2004 03/07 3-30 
 Hampton Place /Hampton Court 215 Glendale, CA 20,967  6,695   16,753  5,574  6,733  22,289  29,022  (10,899) 1970 06/99 3-30 
 Hidden Valley 324 Simi Valley, CA 30,027  14,174   34,065  1,535  9,674  40,101  49,774  (12,830) 2004 12/04 3-30 
 Highridge255Rancho Palos Verdes, CA44,8075,41918,34726,3266,07344,01950,092(19,916)197205/973-30
 Highlands at Wynhaven 333 Issaquah, WA 32,793  16,271   48,932  5,541  16,271  54,473  70,744  (10,576) 2000 08/08 3-30 
 Hillcrest Park 608 Newbury Park, CA 68,339  15,318   40,601  15,868  15,755  56,031  71,787  (27,474) 1973 03/98 3-30 
 Hillsborough Park 235 La Habra, CA 37,218  6,291   15,455  1,625  6,272  17,099  23,371  (8,182) 1999 09/99 3-30 
 Huntington Breakers 342 Huntington Beach, CA 38,108  9,306   22,720  7,218  9,315  29,929  39,244  (15,046) 1984 10/97 3-30 
 Inglenook Court 224 Bothell, WA 8,300  3,467   7,881  5,766  3,474  13,640  17,114  (8,870) 1985 10/94 3-30 
 Magnolia Square/Magnolia Lane(3)
 188 Sunnyvale, CA 18,017  8,190   24,736  12,716  8,191  37,451  45,642  (8,282) 1969 09/07 3-30 
 Mirabella 188 Marina Del Rey, CA 45,470  6,180   26,673  13,583  6,270  40,165  46,436  (16,059) 2000 05/00 3-30 
 Mill Creek at Windermere 400 San Ramon, CA 49,212  29,551   69,032  1,975  29,551  71,008  100,558  (15,298) 2005 09/07 3-30 
 Montclaire, The 390 Sunnyvale, CA 46,580  4,842   19,776  20,091  4,997  39,712  44,709  (29,766) 1973 12/88 3-30 
 Montebello 248 Kirkland, WA 29,300  13,857   41,575  2,707  13,858  44,281  58,139  (2,351) 1996 07/12 3-30 
 Montejo 124 Garden Grove, CA 13,064  1,925   7,685  2,420  2,194  9,835  12,030  (4,167) 1974 11/01 3-30 
 Park Hill at Issaquah 245 Issaquah, WA 28,966  7,284   21,937  2,317  7,284  24,254  31,538  (7,853) 1999 02/99 3-30 
 Palisades, The 192 Bellevue, WA 20,935  1,560   6,242  10,733  1,565  16,971  18,535  (11,333) 1977 05/90 3-30 
 Pathways 296 Long Beach, CA 37,651  4,083   16,757  18,730  6,239  33,332  39,570  (22,575) 1975 02/91 3-30 
 Stevenson Place 200 Fremont, CA 21,724  996   5,582  7,076  1,001  12,653  13,654  (9,216) 1971 04/83 3-30 
 Stonehedge Village 196 Bothell, WA 12,390  3,167   12,603  4,726  3,201  17,296  20,496  (9,341) 1986 10/97 3-30 
 Summerhill Park 100 Sunnyvale, CA 13,554  2,654   4,918  1,287  2,656  6,202  8,859  (4,814) 1988 09/88 3-30 
 The Bernard 63 Seattle, WA 9,776  3,699   11,345  95  3,689  11,451  15,139  (887) 2008 09/11 3-30 
 The Huntington 276 Huntington Beach, CA 33,121  10,374   41,495  2,026  10,374  43,522  53,895  (2,301) 1975 06/12 3-30 
 Tierra Vista 404 Oxnard, CA 56,359  13,652   53,336  3,497  13,661  56,824  70,485  (18,565) 2001 01/01 3-30 
 Valley Park 160 Fountain Valley, CA 22,180  3,361   13,420  3,319  3,761  16,339  20,100  (6,817) 1969 11/01 3-30 
 
   
 
                              (Continued) 
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013, 2012, and 2011

 
  
 
   Initial cost  
Costs
capitalized
  Gross amount carried at close of period       
 
  
 
       
Buildings
and
  
subsequent
to
  
Land
and
  
Buildings
and
     Accumulated  Date of Date Lives 
Property Units Location Encumbrance  Land  improvements  acquisition  improvements  improvements  
Total(1)
  depreciation  construction acquired (years) 
Encumbered communities (continued)  
 
                    
 Villa Angelina 256 Placentia, CA 27,040  4,498  17,962  5,714  4,962  23,213  28,174  (8,818) 1970 11/01 3-30 
 Wandering Creek 156 Kent, WA 5,300  1,285  4,980  3,569  1,296  8,538  9,834  (5,395) 1986 11/95 3-30 
 Waterford, The 238 San Jose, CA 31,705  11,808  24,500  12,570  15,165  33,713  48,878  (15,024) 2000 06/00 3-30 
 Wilshire Promenade 149 Fullerton, CA 17,975  3,118  7,385  7,245  3,797  13,951  17,748  (6,745) 1992 01/97 3-30 
 
  
 
 1,404,080  393,037  1,199,123  380,286  406,809  1,565,636  1,972,445  (564,341)       
Unencumbered communities   
 
                               
 Allegro 97 Valley Village, CA    5,869  23,977  1,144  5,869  25,121  30,990  (3,944) 2010 10/10 3-30 
 Alpine Village 301 Alpine, CA    4,967  19,728  4,511  4,982  24,224  29,206  (9,201) 1971 12/02 3-30 
 Anavia 250 Anaheim, CA    15,925  63,712  5,633  15,925  69,345  85,270  (7,077) 2009 12/10 3-30 
 Annaliese 56 Seattle, WA    4,727  14,229  67  4,726  14,297  19,023  (459) 2009 01/13 3-30 
 Ascent 90 Kirkland, WA    3,924  11,862  1,344  3,924  13,206  17,130  (582) 1988 10/12 3-30 
 Axis 2300 115 Irvine, CA    5,405  33,585  780  5,405  34,365  39,770  (5,348) 2010 08/10 3-30 
 Bellerive 63 Los Angeles, CA    5,401  21,803  568  5,401  22,370  27,772  (2,378) 2011 08/11 3-30 
 Belmont Terrace 71 Belmont, CA    4,446  10,290  2,454  4,473  12,717  17,190  (4,187) 1974 10/06 3-30 
 Bennett Lofts147San Francisco, CA21,77150,80023,30428,37167,50395,875(2,456)200412/123-30
 Bonita Cedars 120 Bonita, CA    2,496  9,913  1,773  2,503  11,678  14,182  (4,608) 1983 12/02 3-30 
 Boulevard 172 Fremont, CA    3,520  8,182  10,606  3,580  18,729  22,308  (11,311) 1978 01/96 3-30 
 Bridle Trails 108 Kirkland, WA    1,500  5,930  5,388  1,531  11,287  12,818  (5,860) 1986 10/97 3-30 
 Brighton Ridge 264 Renton, WA    2,623  10,800  3,086  2,656  13,852  16,509  (8,080) 1986 12/96 3-30 
 Bristol Commons 188 Sunnyvale, CA    5,278  11,853  3,361  5,293  15,199  20,492  (8,004) 1989 01/97 3-30 
 416 on Broadway 115 Glendale, CA    8,557  34,235  992  8,557  35,226  43,784  (3,750) 2009 12/10 3-30 
 Bunker Hill 456 Los Angeles, CA    11,498  27,871  9,067  11,639  36,798  48,436  (17,548) 1968 03/98 3-30 
 Cairns, The 100 Seattle, WA    6,937  20,679  443  6,939  21,121  28,059  (4,694) 2006 06/07 3-30 
 Camarillo Oaks 564 Camarillo, CA    10,953  25,254  3,361  11,075  28,493  39,568  (16,613) 1985 07/96 3-30 
 Canyon Pointe 250 Bothell, WA    4,692  18,288  3,856  4,693  22,143  26,836  (8,091) 1990 10/03 3-30 
 Capri at Sunny Hills 100 Fullerton, CA    3,337  13,320  6,848  4,048  19,457  23,505  (7,745) 1961 09/01 3-30 
 Castle Creek 216 Newcastle, WA    4,149  16,028  2,240  4,833  17,584  22,417  (10,037) 1997 12/97 3-30 
 CBC Apartments 148 Goleta, CA    6,283  24,000  2,645  6,288  26,641  32,928  (7,948) 1962 01/06 3-30 
 CentrePointe 224 San Diego, CA    3,405  7,743  17,571  3,442  25,277  28,719  (7,522) 1974 06/97 3-30 
 Cedar Terrace 180 Bellevue, WA    5,543  16,442  4,065  5,652  20,397  26,050  (6,996) 1984 01/05 3-30 
 Chestnut Street 96 Santa Cruz, CA    6,582  15,689  1,029  6,582  16,718  23,300  (3,249) 2002 07/08 3-30 
 Commons, The 264 Campbell, CA    12,555  29,307  3,839  12,556  33,145  45,701  (4,451) 1973 07/10 3-30 
 Corbella at Juanita Bay 169 Kirkland, WA    5,801  17,415  1,081  5,801  18,496  24,297  (2,070) 1978 11/10 3-30 
 Country Villas 180 Oceanside, CA    4,174  16,583  2,650  4,187  19,220  23,407  (7,669) 1976 12/02 3-30 
 Delano/Bon Terra 126 Redmond, WA    7,470  22,511  834  7,470  23,345  30,815  (1,585) 2005/2011 12/11 3-30 
 Devonshire 276 Hemet, CA    3,470  13,786  2,400  3,482  16,174  19,656  (6,481) 1988 12/02 3-30 
 Domain 379 San Diego, CA    23,848  95,394  17  23,848  95,411  119,259  (398) 2013 11/13 3-30 
 Emerald Ridge 180 Bellevue, WA    3,449  7,801  2,992  3,449  10,793  14,242  (7,244) 1987 11/94 3-30 
 Essex Skyline at MacArthur Place 349 Santa Ana, CA    21,537  146,099  1,216  21,537  147,314  168,852  (8,472) 2008 04/12 3-30 
 Evergreen Heights 200 Kirkland, WA    3,566  13,395  3,654  3,649  16,966  20,615  (9,184) 1990 06/97 3-30 
 Fairways(4)
 74 Newport Beach, CA    -  7,850  5,290  9  13,131  13,140  (5,354) 1972 06/99 3-30 
 Foothill Commons 388 Bellevue, WA    2,435  9,821  33,746  2,440  43,562  46,002  (22,333) 1978 03/90 3-30 
 Foothill Gardens/Twin Creeks 176 San Ramon, CA    5,875  13,992  5,273  5,964  19,176  25,140  (10,015) 1985 02/97 3-30 
 Forest View 192 Renton, WA    3,731  14,530  1,361  3,731  15,891  19,622  (5,742) 1998 10/03 3-30 
 Fountain Court 320 Seattle, WA    6,702  27,306  7,607  6,985  34,631  41,615  (15,071) 2000 03/00 3-30 
 Fourth & U 171 Berkeley, CA    8,879  52,351  2,227  8,879  54,577  63,457  (7,644) 2010 04/10 3-30 
 Fox Plaza 444 San Francisco, CA    39,731  92,706  2,627  39,731  95,333  135,064  (2,771) 1968 02/13 3-30 
 Hillsdale Garden 697 San Mateo, CA    22,000  94,681  18,717  22,244  113,154  135,398  (28,418) 1948 09/06 3-30 
 Hope Ranch Collection 108 Santa Barbara, CA    4,078  16,877  2,394  4,208  19,141  23,349  (4,108) 1965 03/07 3-30 
 
   
 
                             (Continued) 

F-48
      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Encumbered communities             
Avondale at Warner Center446
Woodland Hills, CA$43,687
$10,536
$24,522
$20,008
$10,601
$44,465
$55,066
$(28,536)1970Jan-99   3-30
Bel Air462
San Ramon, CA51,531
12,105
18,252
33,311
12,682
50,986
63,668
(30,311)1988Jan-95   3-30
Belcarra296
Bellevue, WA52,238
21,725
92,091
487
21,725
92,578
114,303
(9,268)2009Apr-14   5-30
BellCentre248
Bellevue, WA39,597
16,197
67,207
3,240
16,197
70,447
86,644
(7,170)2001Apr-14   5-30
Belmont Station275
 Los Angeles, CA29,629
8,100
66,666
5,704
8,267
72,203
80,470
(23,456)2009Mar-09   3-30
Brookside Oaks170
Sunnyvale, CA18,536
7,301
16,310
23,979
10,328
37,262
47,590
(18,245)1973Jun-00   3-30
Canyon Oaks250
San Ramon, CA27,059
19,088
44,473
2,845
19,088
47,318
66,406
(15,836)2005May-07   3-30
Carmel Creek348
San Diego, CA63,142
26,842
107,368
3,952
26,842
111,320
138,162
(11,480)2000Apr-14   5-30
City View572
Hayward, CA61,761
9,883
37,670
24,081
10,350
61,284
71,634
(41,530)1975Mar-98   3-30
Courtyard off Main110
Bellevue, WA15,133
7,465
21,405
3,467
7,465
24,872
32,337
(5,651)2000Oct-10   3-30
Domaine92
Seattle, WA14,597
9,059
27,177
830
9,059
28,007
37,066
(4,152)2009Sep-12   3-30
Elevation158
Redmond, WA10,697
4,758
14,285
5,961
4,757
20,247
25,004
(6,425)1986Jun-10   3-30
Ellington220
Bellevue, WA21,497
15,066
45,249
2,170
15,066
47,419
62,485
(3,879)1994Jul-14   3-30
Fairhaven Apartments164
Santa Ana, CA15,761
2,626
10,485
6,622
2,957
16,776
19,733
(8,593)1970Nov-01   3-30
Form 15242
San Diego, CA47,442
24,510
72,221
4,513
25,540
75,704
101,244
(2,120)2014Mar-16   3-30
Foster's Landing490
Foster City, CA97,220
61,714
144,000
7,016
61,714
151,016
212,730
(15,886)1987Apr-14   5-30
Fountains at River Oaks226
San Jose, CA32,118
26,046
60,773
3,229
26,046
64,002
90,048
(6,363)1990Apr-14   3-30
Fountain Park705
Playa Vista, CA82,435
25,073
94,980
30,967
25,203
125,817
151,020
(59,294)2002Feb-04   3-30
Hampton Place/Hampton Court215
Glendale, CA19,833
6,695
16,753
19,093
6,733
35,808
42,541
(15,684)1970Jun-99   3-30
Hidden Valley324
Simi Valley, CA29,295
14,174
34,065
3,373
9,674
41,938
51,612
(17,484)2004Dec-04   3-30
Highlands at Wynhaven333
Issaquah, WA30,901
16,271
48,932
9,533
16,271
58,465
74,736
(18,290)2000Aug-08   3-30
Highridge255
Rancho Palos Verdes, CA69,202
5,419
18,347
29,991
6,073
47,684
53,757
(30,084)1972May-97   3-30
Hillcrest Park608
Newbury Park, CA64,211
15,318
40,601
18,880
15,755
59,044
74,799
(34,815)1973Mar-98   3-30
Huntington Breakers342
Huntington Beach, CA35,943
9,306
22,720
18,651
9,315
41,362
50,677
(22,606)1984Oct-97   3-30
Inglenook Court224
Bothell, WA8,194
3,467
7,881
7,159
3,474
15,033
18,507
(11,373)1985Oct-94   3-30
1000 Kiely121
Santa Clara, CA48,414
9,359
21,845
7,268
9,359
29,113
38,472
(7,266)1971Mar-11   3-30
Magnolia Square/Magnolia
Lane (2)
188
Sunnyvale, CA52,175
8,190
24,736
15,223
8,191
39,958
48,149
(15,672)1963Sep-07   3-30
Mill Creek at Windermere400
San Ramon, CA46,414
29,551
69,032
3,935
29,551
72,967
102,518
(23,405)2005Sep-07   3-30
Mirabella188
Marina Del Rey, CA42,544
6,180
26,673
14,474
6,270
41,057
47,327
(21,140)2000May-00   3-30
Montanosa472
San Diego, CA61,972
26,697
106,787
3,280
26,697
110,067
136,764
(11,271)1990Apr-14   5-30

F- 51
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2013, 2012, and 20112016
(Dollars in thousands)
 
 
 
 
 
 
 
 
Initial cost
 
Costs
capitalized
 
Gross amount carried at close of period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Buildings and
 
subsequent to
 
Land and
 
Buildings and
 
 
 
Accumulated
 
Date of
 
Date
 
Lives
Property
 
Units
 
Location
 
Encumbrance
 
Land
 
improvements
 
acquisition
 
improvements
 
improvements
 
Total(1)
 
depreciation
 
construction
 
acquired
 
(years)
Unencumbered communities (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Joule
 
          295
 
Seattle, WA
 
 
 
            14,558
 
              69,417
 
                 3,142
 
                     14,558
 
              72,559
 
              87,117
 
                 (10,435)
 
2010
 
03/10
 
   3-30
 1000 Kiely
 
          121
 
Santa Clara, CA
 
 
 
              9,359
 
              21,845
 
                 5,118
 
                       9,359
 
              26,963
 
              36,322
 
                   (2,745)
 
1971
 
03/11
 
   3-30
 Kings Road
 
          196
 
Los Angeles, CA
 
 
 
              4,023
 
                9,527
 
                 8,817
 
                       4,031
 
              18,336
 
              22,367
 
                   (8,792)
 
1979
 
 06/97
 
   3-30
 Laurels at Mill Creek
 
          164
 
Mill Creek, WA
 
 
 
              1,559
 
                6,430
 
                 5,107
 
                       1,595
 
              11,501
 
              13,096
 
                   (6,330)
 
1981
 
 12/96
 
   3-30
 Le Parc Luxury Apartments
 
          140
 
Santa Clara, CA
 
 
 
              3,090
 
                7,421
 
               10,794
 
                       3,092
 
              18,212
 
              21,305
 
                 (10,219)
 
1975
 
 02/94
 
   3-30
 Lofts at Pinehurst, The
 
          118
 
Ventura, CA
 
 
 
              1,570
 
                3,912
 
                 4,346
 
                       1,618
 
                8,210
 
                9,828
 
                   (3,824)
 
1971
 
 06/97
 
   3-30
 Marbrisa
 
          202
 
Long Beach, CA
 
 
 
              4,700
 
              18,605
 
                 4,116
 
                       4,760
 
              22,662
 
              27,421
 
                   (8,395)
 
1987
 
 09/02
 
   3-30
 Marina City Club(5)
 
          101
 
Marina Del Rey, CA
 
 
 
                      -
 
              28,167
 
               17,390
 
                               -
 
              45,557
 
              45,557
 
                 (12,066)
 
1971
 
 01/04
 
   3-30
 Marina Cove(6)
 
          292
 
Santa Clara, CA
 
 
 
              5,320
 
              16,431
 
                 9,971
 
                    ��  5,324
 
              26,398
 
              31,722
 
                 (15,114)
 
1974
 
 06/94
 
   3-30
 Mariners Place
 
          105
 
Oxnard, CA
 
 
 
              1,555
 
                6,103
 
                 1,813
 
                       1,562
 
                7,909
 
                9,471
 
                   (3,847)
 
1987
 
 05/00
 
   3-30
 Meadowood
 
          320
 
Simi Valley, CA
 
 
 
              7,852
 
              18,592
 
                 6,239
 
                       7,898
 
              24,785
 
              32,683
 
                 (13,426)
 
1986
 
 11/96
 
   3-30
 Mesa Village
 
          133
 
Clairemont, CA
 
 
 
              1,888
 
                7,498
 
                 1,099
 
                       1,894
 
                8,592
 
              10,485
 
                   (3,253)
 
1963
 
 12/02
 
   3-30
 Mira Monte
 
          355
 
Mira Mesa, CA
 
 
 
              7,165
 
              28,459
 
                 8,392
 
                       7,186
 
              36,830
 
              44,016
 
                 (15,701)
 
1982
 
 12/02
 
   3-30
 Miracle Mile/Marbella
 
          236
 
Los Angeles, CA
 
 
 
              7,791
 
              23,075
 
               12,201
 
                       7,886
 
              35,181
 
              43,067
 
                 (17,228)
 
1988
 
 08/97
 
   3-30
 Mission Hills
 
          282
 
Oceanside, CA
 
 
 
            10,099
 
              38,778
 
                 4,009
 
                     10,167
 
              42,719
 
              52,886
 
                 (13,413)
 
1984
 
 07/05
 
   3-30
 Monterra del Mar/Rey/Sol
 
          292
 
Pasadena, CA
 
 
 
              2,202
 
                4,794
 
               28,416
 
                       8,385
 
              27,027
 
              35,412
 
                 (13,253)
 
1972
 
 04/99
 
   3-30
 Monterey Villas
 
          122
 
Oxnard, CA
 
 
 
              2,349
 
                5,579
 
                 5,478
 
                       2,424
 
              10,982
 
              13,406
 
                   (5,199)
 
1974
 
 07/97
 
   3-30
 Mt. Sutro
 
            99
 
San Francisco, CA
 
 
 
              2,334
 
                8,507
 
                 3,450
 
                       2,809
 
              11,482
 
              14,291
 
                   (5,435)
 
1973
 
 06/01
 
   3-30
 Muse
 
          152
 
North Hollywood, CA
 
 
 
              7,822
 
              33,436
 
                 1,550
 
                       7,823
 
              34,985
 
              42,808
 
                   (4,888)
 
2011
 
02/11
 
   3-30
 Park Catalina
 
            90
 
Los Angeles, CA
 
 
 
              4,710
 
              18,839
 
                    876
 
                       4,710
 
              19,716
 
              24,425
 
                   (1,051)
 
2002
 
06/12
 
   3-30
 Park West
 
          126
 
San Francisco, CA
 
 
 
              9,424
 
              21,988
 
                 1,895
 
                       9,424
 
              23,883
 
              33,307
 
                   (1,060)
 
1958
 
09/12
 
   3-30
 Pinehurst(7)
 
            28
 
Ventura, CA
 
 
 
                 355
 
                1,356
 
                    453
 
                              6
 
                2,159
 
                2,164
 
                      (836)
 
1973
 
 12/04
 
   3-30
 Pointe at Cupertino, The
 
          116
 
Cupertino, CA
 
 
 
              4,505
 
              17,605
 
               10,179
 
                       4,505
 
              27,784
 
              32,289
 
                   (8,131)
 
1963
 
 08/98
 
   3-30
 Reed Square
 
          100
 
Sunnyvale, CA
 
 
 
              6,873
 
              16,037
 
                 6,377
 
                       6,873
 
              22,414
 
              29,287
 
                   (1,490)
 
1970
 
 01/12
 
   3-30
 Regency at Encino
 
            75
 
Encino, CA
 
 
 
              3,184
 
              12,737
 
                 1,754
 
                       3,184
 
              14,490
 
              17,675
 
                   (2,407)
 
1989
 
 12/09
 
   3-30
 Salmon Run at Perry Creek
 
          132
 
Bothell, WA
 
 
 
              3,717
 
              11,483
 
                 1,263
 
                       3,801
 
              12,662
 
              16,463
 
                   (5,544)
 
2000
 
 10/00
 
   3-30
 101 San Fernando
 
          323
 
San Jose, CA
 
 
 
              4,173
 
              58,961
 
                 5,425
 
                       4,173
 
              64,386
 
              68,559
 
                   (7,966)
 
2001
 
07/10
 
   3-30
 Sammamish View
 
          153
 
Bellevue, WA
 
 
 
              3,324
 
                7,501
 
                 5,868
 
                       3,331
 
              13,361
 
              16,693
 
                   (8,810)
 
1986
 
 11/94
 
   3-30
 San Marcos
 
          432
 
Richmond, CA
 
 
 
            15,563
 
              36,204
 
               26,551
 
                     22,866
 
              55,452
 
              78,318
 
                 (19,483)
 
2003
 
 11/03
 
   3-30
 Santee Court/Santee Village
 
          238
 
Los Angeles, CA
 
 
 
              9,581
 
              40,317
 
                 2,967
 
                       9,582
 
              43,283
 
              52,865
 
                   (4,811)
 
2004
 
10/10
 
   3-30
 Shadow Point
 
          172
 
Spring Valley, CA
 
 
 
              2,812
 
              11,170
 
                 1,833
 
                       2,820
 
              12,995
 
              15,815
 
                   (5,146)
 
1983
 
 12/02
 
   3-30
 Slater 116
 
          108
 
Kirkland, WA
 
 
 
              7,379
 
              22,138
 
                    158
 
               7,379
 
              22,296
 
              29,675
 
                      (220)
 
2013
 
 09/13
 
   3-30
 Summit Park
 
          300
 
San Diego, CA
 
 
 
              5,959
 
              23,670
 
                 3,840
 
                       5,977
 
              27,492
 
              33,469
 
                 (10,845)
 
1972
 
 12/02
 
   3-30
 The Grand
 
          243
 
Oakland, CA
 
 
 
              4,531
 
              89,208
 
                 4,199
 
                       4,531
 
              93,407
 
              97,938
 
                 (17,784)
 
2009
 
Jan-09
 
   3-30
 The Sweeps
 
            91
 
Goleta, CA
 
 
 
              5,558
 
              21,320
 
                 1,947
 
                       5,618
 
              23,206
 
              28,825
 
                   (7,273)
 
1967
 
 01/06
 
   3-30
 Trabucco Villas
 
          132
 
Lake Forest, CA
 
 
 
              3,638
 
                8,640
 
                 2,177
 
                       3,890
 
              10,565
 
              14,455
 
                   (5,485)
 
1985
 
 10/97
 
   3-30
 Tuscana
 
            30
 
Tracy, CA
 
 
 
              2,828
 
                6,599
 
                    162
 
                       2,870
 
                6,719
 
                9,589
 
                   (1,484)
 
2007
 
02/07
 
   3-30
 Via
 
          284
 
Sunnyvale, CA
 
 
 
            22,000
 
              82,270
 
                    317
 
                     22,016
 
              82,571
 
            104,587
 
                   (8,246)
 
2011
 
07/11
 
   3-30
 Vista Belvedere
 
            76
 
Tiburon, CA
 
 
 
              5,573
 
              11,901
 
                 5,224
 
                       5,573
 
              17,125
 
              22,698
 
                   (5,945)
 
1963
 
 08/04
 
   3-30
 Vista Capri - North
 
          106
 
San Diego, CA
 
 
 
              1,663
 
                6,609
 
                    901
 
                       1,668
 
                7,505
 
                9,173
 
                   (2,825)
 
1975
 
 12/02
 
   3-30
 Vox
 
            58
 
Seattle, WA
 
 
 
              5,545
 
              16,635
 
                      22
 
                       5,545
 
              16,657
 
              22,202
 
                      (116)
 
2013
 
 10/13
 
   3-30
 Walnut Heights
 
          163
 
Walnut, CA
 
 
 
              4,858
 
              19,168
 
                 2,592
 
                       4,887
 
              21,731
 
              26,618
 
                   (7,648)
 
1964
 
 10/03
 
   3-30
 Wharfside Pointe
 
          142
 
Seattle, WA
 
 
 
              2,245
 
                7,020
 
                 7,537
 
                       2,258
 
              14,545
 
              16,802
 
                   (7,773)
 
1990
 
 06/94
 
   3-30
 Willow Lake
 
          508
 
San Jose, CA
 
 
 
            43,194
 
            101,030
 
                 3,887
 
                     43,194
 
            104,917
 
            148,111
 
                   (4,365)
 
1989
 
 10/12
 
   3-30
 Windsor Ridge
 
          216
 
Sunnyvale, CA
 
 
 
              4,017
 
              10,315
 
                 8,365
 
                       4,021
 
              18,676
 
              22,697
 
                 (12,239)
 
1989
 
 03/89
 
   3-30
 Woodland Commons
 
          302
 
Bellevue, WA
 
 
 
              2,040
 
                8,727
 
               18,174
 
                       2,044
 
              26,897
 
              28,941
 
                 (11,363)
 
1978
 
 03/90
 
   3-30
 Woodside Village
 
          145
 
Ventura, CA
 
 
 
              5,331
 
              21,036
 
                 3,242
 
                       5,341
 
              24,268
 
              29,609
 
                   (7,663)
 
1987
 
 12/04
 
   3-30
 
 
29,989
 
 
 
 
1,404,080
 
1,021,942
 
3,474,800
 
863,981
 
1,059,824
 
4,300,898
 
5,360,723
 
(1,232,604)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)


F-49
      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Montclaire390
Sunnyvale, CA44,122
4,842
19,776
21,476
4,997
41,097
46,094
(35,665)1973Dec-88   3-30
Montebello248
Kirkland, WA26,475
13,857
41,575
4,077
13,858
45,651
59,509
(7,791)1996Jul-12   3-30
Montejo Apartments124
Garden Grove, CA11,939
1,925
7,685
3,173
2,194
10,589
12,783
(5,420)1974Nov-01   3-30
Park Highland250
Bellevue, WA26,617
9,391
38,224
10,626
9,391
48,850
58,241
(5,230)1993Apr-14   5-30
Park Hill at Issaquah245
Issaquah, WA27,224
7,284
21,937
6,769
7,284
28,706
35,990
(11,712)1999Feb-99   3-30
Pathways at Bixby Village296
Long Beach, CA35,673
4,083
16,757
19,526
6,239
34,127
40,366
(27,669)1975Feb-91   3-30
Piedmont396
Bellevue, WA45,454
19,848
59,606
9,087
19,848
68,693
88,541
(6,386)1969May-14   3-30
Pinnacle at Fullerton192
Fullerton, CA26,804
11,019
45,932
1,699
11,019
47,631
58,650
(4,847)2004Apr-14   5-30
Pinnacle on Lake Washington180
Renton, WA18,078
7,760
31,041
755
7,760
31,796
39,556
(3,245)2001Apr-14   5-30
Pinnacle at MacArthur Place253
Santa Ana, CA38,538
15,810
66,401
2,115
15,810
68,516
84,326
(6,945)2002Apr-14   5-30
Pinnacle at Otay Ranch I & II364
Chula Vista, CA40,069
17,023
68,093
2,561
17,023
70,654
87,677
(7,157)2001Apr-14   5-30
Pinnacle at Talega362
San Clemente, CA44,804
19,292
77,168
1,576
19,292
78,744
98,036
(8,014)2002Apr-14   5-30
Stevenson Place200
Fremont, CA20,628
996
5,582
10,694
1,001
16,271
17,272
(11,105)1975Apr-00   3-30
Summerhill Park100
Sunnyvale, CA12,793
2,654
4,918
10,432
2,656
15,348
18,004
(7,221)1988Sep-88   3-30
The Audrey at Belltown137
Seattle, WA21,279
9,228
36,911
423
9,228
37,334
46,562
(3,761)1992Apr-14   5-30
The Barkley (3)
161
Anaheim, CA15,666
—
8,520
5,984
2,353
12,151
14,504
(6,678)1984Apr-00   3-30
The Bernard63
Seattle, WA8,841
3,699
11,345
384
3,689
11,739
15,428
(2,136)2008Sep-11   3-30
The Dylan184
West Hollywood, CA59,866
19,984
82,286
405
19,984
82,691
102,675
(5,863)2015Mar-15   3-30
The Elliot at Mukilteo301
Mukilteo, WA10,639
2,498
10,595
15,308
2,824
25,577
28,401
(16,550)1981Jan-97   3-30
The Huntington276
Huntington Beach, CA29,861
10,374
41,495
4,191
10,374
45,686
56,060
(7,652)1975Jun-12   3-30
The Huxley187
West Hollywood, CA54,501
19,362
75,641
770
19,362
76,411
95,773
(5,537)2014Mar-15   3-30
The Landing at Jack London Square282
Oakland, CA53,055
33,554
78,292
4,246
33,554
82,538
116,092
(8,759)2001Apr-14   5-30
The Palisades192
Bellevue, WA19,752
1,560
6,242
12,093
1,565
18,330
19,895
(15,115)1977May-90   3-30
The Palms at Laguna Niguel460
Laguna Niguel, CA55,441
23,584
94,334
3,393
23,584
97,727
121,311
(9,922)1988Apr-14   5-30
The Waterford238
San Jose, CA30,240
11,808
24,500
14,172
15,165
35,315
50,480
(19,053)2000Jun-00   3-30
Tierra Vista404
Oxnard, CA52,715
13,652
53,336
4,595
13,661
57,922
71,583
(25,300)2001Jan-01   3-30
Valley Park160
Fountain Valley, CA21,530
3,361
13,420
5,545
3,761
18,565
22,326
(9,050)1969Nov-01   3-30
Villa Angelina256
Placentia, CA24,723
4,498
17,962
6,808
4,962
24,306
29,268
(12,185)1970Nov-01   3-30
Villa Granada270
Santa Clara, CA58,828
38,299
89,365
1,059
38,299
90,424
128,723
(9,193)2010Apr-14   5-30
Wandering Creek156
Kent, WA5,224
1,285
4,980
3,981
1,296
8,950
10,246
(6,767)1986Nov-95   3-30
Wilshire Promenade149
Fullerton, CA16,924
3,118
7,385
7,984
3,797
14,690
18,487
(9,114)1992Jan-97   3-30
 16,620
 $2,191,481
$794,369
$2,564,810
$529,149
$807,080
$3,081,248
$3,888,328
$(848,327)   

F- 52
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2013, 2012, and 20112016
(Dollars in thousands)

 
 
 
 
 
 
  
  Costs  
  
  
  
  
  
 
 
 Rentable 
 
 
 Initial cost  capitalized  Gross amount carried at close of period  
  
  
 
 
 Square 
 
 
 
  Buildings and  subsequent to  Land and  Buildings and  
  Accumulated  Date of  DateLives 
Property Footage LocationEncumbrance Land  improvements  acquisition  improvements  improvements  
Total(1)
  depreciation  construction  acquired(years) 
Other real estate assets 
 
 
 
 
  
  
  
  
  
  
  
  
 
   Hollywood  35,000 Los Angeles, CA
 
  10,200   13,800   2,441   10,200   16,241   26,441   (4,747)  1938   07/063-30 
   Santa Clara Retail  139,000 Santa Clara, CA
 
  6,472   11,704   3,616   6,472   15,320   21,792   (2,687)  1970   09/113-30 
   925/935 East Meadow Drive  31,900 Palo Alto, CA
 
  1,401   3,172   8,006   3,147   9,433   12,579   (4,561)  1988   11/973-30 
   17461 Derian Ave  110,000 Irvine, CA
 
  3,079   12,315   6,829   3,909   18,314   22,223   (10,286)  1983   07/003-30 
Consolidated Development Pipeline    
 
   10,658   -   39,772   50,430   -   50,430   -         
 
    
 
 
                                    
Total apartment communities and other real estate assets$       1,404,080 $1,053,752  $3,515,791  $924,645  $1,133,982  $4,360,205  $5,494,188  $(1,254,886)        

      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
              
Unencumbered Communities             
8th & Hope290
Los Angeles, CA$—
$29,279
$169,350
$1,746
$29,279
$171,096
$200,375
$(11,991)2014Feb-15   3-30
Alessio624
Los Angeles, CA—
32,136
128,543
4,416
32,136
132,959
165,095
(13,779)2001Apr-14   5-30
Allegro97
Valley Village, CA—
5,869
23,977
1,811
5,869
25,788
31,657
(7,554)2010Oct-10   3-30
Allure at Scripps Ranch194
San Diego, CA—
11,923
47,690
862
11,923
48,552
60,475
(4,885)2002Apr-14   5-30
Alpine Village301
Alpine, CA—
4,967
19,728
7,285
4,982
26,998
31,980
(12,764)1971Dec-02   3-30
Anavia250
Anaheim, CA—
15,925
63,712
7,262
15,925
70,974
86,899
(14,512)2009Dec-10   3-30
Annaliese56
Seattle, WA—
4,727
14,229
426
4,726
14,656
19,382
(1,977)2009Jan-13   3-30
Apex366
Milpitas, CA—
44,240
103,251
1,685
44,240
104,936
149,176
(8,143)2014Aug-14   3-30
Aqua Marina Del Rey500
Marina Del Rey, CA—
58,442
175,326
8,039
58,442
183,365
241,807
(19,062)2001Apr-14   5-30
Ascent90
Kirkland, WA—
3,924
11,862
1,726
3,924
13,588
17,512
(2,335)1988Oct-12   3-30
Ashton Sherman Village264
Los Angeles, CA—
23,550
93,811
12
23,550
93,823
117,373
(136)2014Dec-16   3-30
Avant440
Los Angeles, CA—
32,379
137,940
593
32,379
138,533
170,912
(6,522)2014Jun-15   3-30
Avenue 64224
Emeryville, CA—
27,235
64,403
13,349
27,235
77,752
104,987
(7,074)2007Apr-14   5-30
Aviara (4)
166
Mercer Island, WA—
—
49,813
498
—
50,311
50,311
(5,693)2013Apr-14   5-30
Axis 2300115
Irvine, CA—
5,405
33,585
1,287
5,405
34,872
40,277
(9,957)2010Aug-10   3-30
Bella Villagio231
San Jose, CA—
17,247
40,343
2,544
17,247
42,887
60,134
(9,707)2004Sep-10   3-30
Bellerive63
Los Angeles, CA—
5,401
21,803
856
5,401
22,659
28,060
(5,427)2011Aug-11   3-30
Belmont Terrace71
Belmont, CA—
4,446
10,290
5,181
4,473
15,444
19,917
(6,223)1974Oct-06   3-30
Bennett Lofts165
San Francisco, CA—
21,771
50,800
27,370
28,371
71,570
99,941
(10,291)2004Dec-12   3-30
Bernardo Crest216
San Diego, CA—
10,802
43,209
2,263
10,802
45,472
56,274
(4,633)1988Apr-14   5-30
Bonita Cedars120
Bonita, CA—
2,496
9,913
2,842
2,503
12,748
15,251
(6,100)1983Dec-02   3-30
Boulevard172
Fremont, CA—
3,520
8,182
11,391
3,580
19,513
23,093
(14,961)1978Jan-96   3-30
Bridle Trails108
Kirkland, WA—
1,500
5,930
5,622
1,531
11,521
13,052
(7,672)1986Oct-97   3-30
Brighton Ridge264
Renton, WA—
2,623
10,800
4,523
2,656
15,290
17,946
(10,385)1986Dec-96   3-30
Bristol Commons188
Sunnyvale, CA—
5,278
11,853
8,069
5,293
19,907
25,200
(11,273)1989Jan-95   3-30
416 on Broadway115
Glendale, CA—
8,557
34,235
2,111
8,557
36,346
44,903
(8,028)2009Dec-10   3-30
Bunker Hill456
Los Angeles, CA—
11,498
27,871
63,985
11,639
91,715
103,354
(32,678)1968Mar-98   3-30
Camarillo Oaks564
Camarillo, CA—
10,953
25,254
5,444
11,075
30,576
41,651
(20,556)1985Jul-96   3-30
Cambridge Park320
San Diego, CA—
18,185
72,739
1,619
18,185
74,358
92,543
(7,679)1998Apr-14   5-30
Camino Ruiz Square159
Camarillo, CA—
6,871
26,119
1,567
6,931
27,626
34,557
(9,542)1990Dec-06   3-30

F- 53
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2016
(Dollars in thousands)


      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Canyon Pointe250
Bothell, WA—
4,692
18,288
6,623
4,693
24,910
29,603
(11,707)1990Oct-03   3-30
Capri at Sunny Hills102
Fullerton, CA—
3,337
13,320
8,626
4,048
21,235
25,283
(11,437)1961Sep-01   3-30
Carmel Landing356
San Diego, CA—
16,725
66,901
3,866
16,725
70,767
87,492
(7,321)1989Apr-14   5-30
Carmel Summit246
San Diego, CA—
14,968
59,871
2,007
14,968
61,878
76,846
(6,271)1989Apr-14   5-30
Castle Creek216
Newcastle, WA—
4,149
16,028
3,066
4,833
18,410
23,243
(12,291)1998Dec-98   3-30
Catalina Gardens128
Los Angeles, CA—
6,714
26,856
710
6,714
27,566
34,280
(2,811)1987Apr-14   5-30
CBC Apartments & The Sweeps239
Goleta, CA—
11,841
45,320
5,848
11,906
51,103
63,009
(21,004)1962Jan-06   3-30
Cedar Terrace180
Bellevue, WA—
5,543
16,442
5,457
5,652
21,790
27,442
(9,597)1984Jan-05   3-30
CentrePointe224
San Diego, CA—
3,405
7,743
20,221
3,442
27,927
31,369
(13,724)1974Jun-97   3-30
Chestnut Street Apartments96
Santa Cruz, CA—
6,582
15,689
1,387
6,582
17,076
23,658
(5,165)2002Jul-08   3-30
Collins on Pine76
Seattle, WA—
7,276
22,226
179
7,276
22,405
29,681
(1,973)2013May-14   3-30
Corbella at Juanita Bay169
Kirkland, WA—
5,801
17,415
2,368
5,801
19,783
25,584
(4,515)1978Nov-10   3-30
Cortesia308
Rancho Santa Margarita, CA—
13,912
55,649
1,103
13,912
56,752
70,664
(5,799)1999Apr-14   5-30
Country Villas180
Oceanside, CA—
4,174
16,583
3,902
4,187
20,472
24,659
(10,111)1976Dec-02   3-30
Crow Canyon400
San Ramon, CA—
37,579
87,685
3,158
37,579
90,843
128,422
(9,277)1992Apr-14   5-30
Deer Valley171
San Rafael, CA—
21,478
50,116
1,629
21,478
51,745
73,223
(5,335)1996Apr-14   5-30
Delano126
Redmond, WA—
7,470
22,511
1,056
7,470
23,567
31,037
(4,127)2005Dec-11   3-30
Devonshire276
Hemet, CA—
3,470
13,786
3,685
3,482
17,459
20,941
(8,659)1988Dec-02   3-30
Domain379
San Diego, CA—
23,848
95,394
1,141
23,848
96,535
120,383
(10,174)2013Nov-13   3-30
Emerald Pointe160
Diamond Bar, CA—
8,458
33,832
1,203
8,458
35,035
43,493
(3,605)1989Apr-14   5-30
Emerald Ridge180
Bellevue, WA—
3,449
7,801
4,937
3,449
12,738
16,187
(8,907)1987Nov-94   3-30
Emerson Valley Village144
Los Angeles, CA—
13,378
53,240
9
13,378
53,249
66,627
(77)2012Dec-16  ��3-30
Enso183
San Jose, CA—
21,397
71,135
858
21,397
71,993
93,390
(2,637)2014Dec-15   3-30
Esplanade278
San Jose, CA—
18,170
40,086
11,222
18,429
51,049
69,478
(21,749)2002Apr-04   3-30
Essex Skyline349
Santa Ana, CA—
21,537
146,099
4,587
21,537
150,686
172,223
(24,175)2008Apr-10   3-30
Evergreen Heights200
Kirkland, WA—
3,566
13,395
4,936
3,649
18,248
21,897
(11,867)1990Jun-97   3-30
Fairway Apartments at Big Canyon (5)
74
Newport Beach, CA—
—
7,850
7,136
9
14,977
14,986
(8,513)1972Jun-99   3-28
Fairwood Pond194
Renton, WA—
5,296
15,564
2,784
5,297
18,347
23,644
(8,155)1997Oct-04   3-30
Foothill Commons394
Bellevue, WA—
2,435
9,821
38,221
2,440
48,037
50,477
(34,450)1978Mar-90   3-30
Foothill Gardens/Twin Creeks176
San Ramon, CA—
5,875
13,992
8,902
5,964
22,805
28,769
(13,660)1985Feb-97   3-30
Forest View192
Renton, WA—
3,731
14,530
2,101
3,731
16,631
20,362
(7,661)1998Oct-03   3-30

F- 54
ESSEX PROPERTY TRUST, INC. AND SUBSIDIARIES
ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2016
(Dollars in thousands)


      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Fountain Court320
Seattle, WA—
6,702
27,306
10,809
6,585
38,232
44,817
(21,314)2000Mar-00   3-30
Fourth & U171
Berkeley, CA—
8,879
52,351
2,621
8,879
54,972
63,851
(13,809)2010Apr-10   3-30
Fox Plaza443
San Francisco, CA—
39,731
92,706
18,477
39,731
111,183
150,914
(15,448)1968Feb-13   3-30
Hillsdale Garden697
San Mateo, CA—
22,000
94,681
21,533
22,000
116,214
138,214
(44,137)1948Sep-06   3-30
Hope Ranch108
Santa Barbara, CA—
4,078
16,877
2,675
4,208
19,422
23,630
(6,308)1965Mar-07   3-30
Joule295
Seattle, WA—
14,558
69,417
3,849
14,558
73,266
87,824
(18,880)2010Mar-10   3-30
Kings Road196
Los Angeles, CA—
4,023
9,527
12,514
4,031
22,033
26,064
(12,625)1979Jun-97   3-30
Lafayette Highlands150
Lafayette, CA—
17,774
41,473
851
17,774
42,324
60,098
(4,330)1973Apr-14   5-30
Lakeshore Landing308
San Mateo, CA—
38,155
89,028
4,172
38,155
93,200
131,355
(10,025)1988Apr-14   5-30
Laurels at Mill Creek164
Mill Creek, WA—
1,559
6,430
5,701
1,595
12,095
13,690
(8,373)1981Dec-96   3-30
Lawrence Station336
Sunnyvale, CA—
45,532
106,735
517
45,532
107,252
152,784
(13,299)2012Apr-14   5-30
Le Parc140
Santa Clara, CA—
3,090
7,421
11,503
3,092
18,922
22,014
(13,388)1975Feb-94   3-30
Marbrisa202
Long Beach, CA—
4,700
18,605
7,913
4,760
26,458
31,218
(12,247)1987Sep-02   3-30
Marina City Club (6) 
101
Marina Del Rey, CA—
—
28,167
42,537
—
70,704
70,704
(20,352)1971Jan-04   3-30
Marina Cove (7) 
292
Santa Clara, CA—
5,320
16,431
13,464
5,324
29,891
35,215
(20,354)1974Jun-94   3-30
Mariner's Place105
Oxnard, CA—
1,555
6,103
2,218
1,562
8,314
9,876
(4,954)1987May-00   3-30
MB 360360
San Francisco, CA—
21,421
114,376
121,769
42,001
215,565
257,566
(12,003)2014Apr-14   3-30
Mesa Village133
Clairemont, CA—
1,888
7,498
1,501
1,894
8,993
10,887
(4,323)1963Dec-02   3-30
Mio103
San Jose, CA—
11,012
39,982
182
11,012
40,164
51,176
(1,363)2015Jan-16   3-30
Mira Monte354
Mira Mesa, CA—
7,165
28,459
9,962
7,186
38,400
45,586
(20,783)1982Dec-02   3-30
Miracle Mile/Marbella236
Los Angeles, CA—
7,791
23,075
13,759
7,886
36,739
44,625
(22,818)1988Aug-97   3-30
Mission Hills282
Oceanside, CA—
10,099
38,778
5,762
10,167
44,472
54,639
(18,507)1984Jul-05   3-30
Mission Peaks453
Fremont, CA—
46,499
108,498
2,168
46,499
110,666
157,165
(11,305)1995Apr-14   5-30
Mission Peaks II336
Fremont, CA—
31,429
73,334
3,170
31,429
76,504
107,933
(7,962)1989Apr-14   5-30
Monterey Villas122
Oxnard, CA—
2,349
5,579
6,117
2,424
11,621
14,045
(6,834)1974Jul-97   3-30
Muse152
North Hollywood, CA—
7,822
33,436
2,457
7,823
35,892
43,715
(9,961)2011Feb-11   3-30
Museum Park117
San Jose, CA—
13,864
32,348
934
13,864
33,282
47,146
(3,438)2002Apr-14   5-30
Paragon Apartments301
Fremont, CA—
32,230
77,320
589
32,230
77,909
110,139
(6,431)2013Jul-14   3-30
Park Catalina90
Los Angeles, CA—
4,710
18,839
2,785
4,710
21,624
26,334
(3,739)2002Jun-12   3-30
Park Viridian320
Anaheim, CA—
15,894
63,574
1,727
15,894
65,301
81,195
(6,673)2008Apr-14   5-30
Park West126
San Francisco, CA—
9,424
21,988
11,278
9,424
33,266
42,690
(5,609)1958Sep-12   3-30
Parkwood at Mill Creek240
Mill Creek, WA—
10,680
42,722
1,896
10,680
44,618
55,298
(4,667)1989Apr-14   5-30

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, 2016
(Dollars in thousands)


      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Pinehurst (8) 
28
Ventura, CA—
—
1,711
519
6
2,224
2,230
(1,344)1973Dec-04   3-24
Pinnacle Sonata268
Bothell, WA—
14,647
58,586
1,911
14,647
60,497
75,144
(6,089)2000Apr-14   5-30
Pointe at Cupertino116
Cupertino, CA—
4,505
17,605
11,631
4,505
29,236
33,741
(13,938)1963Aug-98   3-30
Radius264
Redwood City, CA—
11,702
152,336
(39)11,702
152,297
163,999
(14,159)2015Apr-14   3-30
Reed Square100
Sunnyvale, CA—
6,873
16,037
7,788
6,873
23,825
30,698
(5,865)1970Jan-12   3-30
Regency at Encino75
Encino, CA—
3,184
12,737
3,066
3,184
15,803
18,987
(4,623)1989Dec-09   3-30
Renaissance at Uptown Orange460
Orange, CA—
27,870
111,482
3,165
27,870
114,647
142,517
(11,618)2007Apr-14   5-30
Reveal438
Woodland Hills, CA—
25,073
121,314
854
25,073
122,168
147,241
(8,165)2010Apr-15   3-30
Salmon Run at Perry Creek132
Bothell, WA—
3,717
11,483
1,781
3,801
13,180
16,981
(7,106)2000Oct-00   3-30
Sammamish View153
Bellevue, WA—
3,324
7,501
6,497
3,331
13,991
17,322
(11,078)1986Nov-94   3-30
101 San Fernando323
San Jose, CA—
4,173
58,961
9,052
4,173
68,013
72,186
(16,920)2001Jul-10   3-30
San Marcos432
Richmond, CA—
15,563
36,204
28,870
22,866
57,771
80,637
(26,023)2003Nov-03   3-30
Santee Court/Santee Village238
Los Angeles, CA—
9,581
40,317
4,935
9,582
45,251
54,833
(10,633)2004Oct-10   3-30
Shadow Point172
Spring Valley, CA—
2,812
11,170
2,818
2,820
13,980
16,800
(6,781)1983Dec-02   3-30
Shadowbrook418
Redmond, WA—
19,292
77,168
3,028
19,292
80,196
99,488
(8,197)1986Apr-14   5-30
Slater 116108
Kirkland, WA—
7,379
22,138
540
7,379
22,678
30,057
(2,621)2013Sep-13   3-30
Solstice280
Sunnyvale, CA—
34,444
147,262
4,404
34,444
151,666
186,110
(17,915)2014Apr-14   5-30
Stonehedge Village196
Bothell, WA—
3,167
12,603
5,889
3,201
18,458
21,659
(12,004)1986Oct-97   3-30
Summit Park300
San Diego, CA—
5,959
23,670
5,523
5,977
29,175
35,152
(14,340)1972Dec-02   3-30
Taylor 28197
Seattle, WA—
13,915
57,700
648
13,915
58,348
72,263
(5,840)2008Apr-14   5-30
The Avery121
Los Angeles, CA—
6,964
29,922
105
6,964
30,027
36,991
(2,793)2014Mar-14   3-30
The Cairns100
Seattle, WA—
6,937
20,679
1,195
6,939
21,872
28,811
(7,191)2006Jun-07   3-30
The Commons264
Campbell, CA—
12,555
29,307
5,378
12,556
34,684
47,240
(9,005)1973Jul-10   3-30
The Grand243
Oakland, CA—
4,531
89,208
5,646
4,531
94,854
99,385
(27,586)2009Jan-09   3-30
The Hallie292
Pasadena, CA—
2,202
4,794
51,281
8,385
49,892
58,277
(21,785)1972Apr-97   3-30
The Lofts at Pinehurst118
Ventura, CA—
1,570
3,912
4,648
1,618
8,512
10,130
(4,933)1971Jun-97   3-30
The Stuart188
Pasadena, CA—
13,574
54,298
1,857
13,574
56,155
69,729
(5,919)2007Apr-14   5-30
 The Trails of Redmond423
Redmond, WA—
21,930
87,720
2,992
21,930
90,712
112,642
(9,312)1985Apr-14   5-30
Tiffany Court101
Los Angeles, CA—
6,949
27,796
906
6,949
28,702
35,651
(2,902)1987Apr-14   5-30
Trabuco Villas132
Lake Forest, CA—
3,638
8,640
2,707
3,890
11,095
14,985
(7,091)1985Oct-97   3-30
Via284
Sunnyvale, CA—
22,000
82,270
1,792
22,016
84,046
106,062
(19,028)2011Jul-11   3-30
Villa Siena272
Costa Mesa, CA—
13,842
55,367
3,627
13,842
58,994
72,836
(5,937)1974Apr-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, 2016
(Dollars in thousands)


      Costs       
    Initial costcapitalizedGross amount carried at close of period    
 Apartment   Buildings andsubsequent toLand andBuildings and AccumulatedDate ofDateLives
PropertyHomesLocationEncumbranceLandimprovementsacquisitionimprovementsimprovements
Total (1)
depreciationconstructionacquired(years)
Village Green272
La Habra, CA—
6,488
36,768
2,820
6,488
39,588
46,076
(4,132)1971Apr-14   5-30
Vista Belvedere76
Tiburon, CA—
5,573
11,901
8,205
5,573
20,106
25,679
(8,793)1963Aug-04   3-30
Vox Apartments58
Seattle, WA—
5,545
16,635
79
5,545
16,714
22,259
(1,802)2013Oct-13   3-30
Walnut Heights163
Walnut, CA—
4,858
19,168
4,269
4,887
23,408
28,295
(10,501)1964Oct-03   3-30
Wharfside Pointe155
Seattle, WA—
2,245
7,020
11,286
2,258
18,293
20,551
(11,308)1990Jun-94   3-30
Willow Lake508
San Jose, CA—
43,194
101,030
9,603
43,194
110,633
153,827
(17,032)1989Oct-12   3-30
5600 Wilshire284
Los Angeles, CA—
30,535
91,604
1,004
30,535
92,608
123,143
(9,435)2008Apr-14   5-30
Wilshire La Brea478
Los Angeles, CA—
56,932
211,998
7,368
56,932
219,366
276,298
(25,646)2014Apr-14   5-30
Windsor Ridge216
Sunnyvale, CA—
4,017
10,315
15,508
4,021
25,819
29,840
(17,389)1989Mar-89   3-30
Woodland Commons302
Bellevue, WA—
2,040
8,727
22,031
2,044
30,754
32,798
(16,605)1978Mar-90   3-30
Woodside Village145
Ventura, CA—
5,331
21,036
3,751
5,341
24,777
30,118
(10,673)1987Dec-04   3-30
 31,481
 $—
$1,693,968
$6,072,893
$977,660
$1,738,155
$7,006,366
$8,744,521
$(1,446,609)   
       Costs       
     Initial cost capitalized Gross amount carried at close of period    
  Square    Buildings and subsequent Land and Buildings and  AccumulatedDate ofDateLives
Property FootageLocationEncumbrance Landimprovementsto acquisitionimprovementsimprovementsTotal(1)depreciationconstructionacquired(years)
Other real estate assets             
 Hollywood34,000
Los Angeles, CA$—
$10,200
$13,800
$14
$10,200
$13,814
$24,014
$(3,934)1938Jul-06    3-30
Derian Office Building106,564
Irvine, CA—
3,079
12,315
4,049
4,308
15,135
19,443
(12,676)1983Jul-00    3-30
 140,564
 $—
$13,279
$26,115
$4,063
$14,508
$28,949
$43,457
$(16,610)   
              
Total$2,191,481
$2,501,616
$8,663,818
$1,510,872
$2,559,743
$10,116,563
$12,676,306
$(2,311,546)   
 
(1)The aggregate cost for federal income tax purposes is approximately $4.6 billion (unaudited).
(1)The aggregate cost for federal income tax purposes is approximately $10.0 billion (unaudited).
(2)The land is leased pursuant to a ground lease expiring 2082.
(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 2070.
(3) The land is leased pursuant to a ground lease expiring 2082.
(4)The land is leased pursuant to a ground lease expiring 2027.
(4) The land is leased pursuant to a ground lease expiring 2070.
(5)The land is leased pursuant to a ground lease expiring 2067.
(5)The land is leased pursuant to a ground lease expiring 2027.
(6)A portion of land is leased pursuant to a ground lease expiring in 2028.
(6) The land is leased pursuant to a ground lease expiring 2067.
(7)The land is leased pursuant to a ground lease expiring in 2028.
(7)A portion of land is leased pursuant to a ground lease expiring in 2028.
(8) The land is leased pursuant to a ground lease expiring in 2028.

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, 2016
(Dollars in thousands)



A summary of activity for rental properties and accumulated depreciation is as follows:
 
 2013  2012  2011 
 
 2013  2012  2011 
Rental properties: 
  
  
 Accumulated depreciation: 
  
  
 
Balance at beginning of year $5,033,672  $4,313,064  $3,964,561 Balance at beginning of year $1,081,517  $920,026  $775,553 
Improvements  92,016   97,947   219,692 Depreciation expense - Acquisitions  6,203   3,744   1,279 
Acquisition of real estate  344,476   619,743   103,300 Depreciation expense - Discontinued operations  12,290   2,108   315 
Development of real estate  14,111   25,545   44,280 Depreciation expense - Rental properties  168,092   161,492   148,337 
Disposition of real estate  (40,518)  (22,627)  (18,769)Dispositions  (13,216)  (5,853)  (5,458)
Balance at the end of year $5,443,757  $5,033,672  $4,313,064 Balance at the end of year $1,254,886  $1,081,517  $920,026 
 2016 2015 2014 2016 2015 2014
Rental properties:     Accumulated depreciation:     
Balance at beginning of year$12,331,469
 $11,244,681
 $5,443,757
Balance at beginning of year$1,949,892
 $1,564,806
 $1,254,886
Acquisition, development, and improvement of real estate (1) (2)
609,669
 1,333,102
 5,833,617
Depreciation expense (1)
432,165
 402,687
 320,921
Disposition of real estate and other(264,832) (246,314) (32,693)Depreciation expense - Disposals and other(70,511) (17,601) (11,001)
Balance at the end of year$12,676,306
 $12,331,469
 $11,244,681
Balance at the end of year$2,311,546
 $1,949,892
 $1,564,806

(1) Reclassifications have been made in prior periods to conform to the current year's presentation.
F-50
(2) Amount for 2014 includes $5.2 billion related to BRE merger.
SIGNATURES

Pursuant to the requirements of Section 13 ofor 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 Palo Alto,San Mateo, State of California, on February 26, 2014.24, 2017.
.
ESSEX PROPERTY TRUST, INC.
By:  /S/ MICHAEL T. DANCE
 Michael T. Dance
By:  /S/ ANGELA L. KLEIMAN
Angela L. Kleiman
Executive Vice President, Chief Financial Officer
(Authorized Officer, Principal Financial and Accounting Officer)
By:  /S/ JOHN FARIAS
John Farias
Group Vice President, Chief Accounting Officer
ESSEX PORTFOLIO, L.P.
By: Essex Property Trust, Inc., its general partner
By:  /S/ MICHAEL T. DANCEANGELA L. KLEIMAN
Michael T. DanceAngela L. Kleiman
Executive Vice President, Chief Financial Officer

(Authorized Officer, Principal Financial andOfficer)
By:  /S/ JOHN FARIAS
John Farias
Group Vice President, Chief Accounting Officer)Officer

S-1

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Schall and Michael T. Dance,Angela L. Kleiman, and each of them, his attorney-in-fact, each with the power of substitution, for him 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 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 capacitycapacities and on the datedates indicated.
 
 
Signature
 
 
Title
 
 
Date
 
/S/ MICHAEL J. SCHALL
Michael J. Schall
Chief Executive Officer and President, and Director (Principal Executive Officer)February 26, 201424, 2017
 
/S/ KEITH R. GUERICKE
Keith R. Guericke
Director, and Vice Chairman of the Board
 
February 26, 201424, 2017
 
/S/ GEORGE M. MARCUS
George M. Marcus
Director and Chairman of the BoardFebruary 26, 201424, 2017
 
/S/ DAVID W. BRADYIRVING F. LYONS, III
David W. BradyIrving F. Lyons, III
DirectorFebruary 26, 201424, 2017
 
/S/ GARY P. MARTIN
Gary P. Martin
DirectorFebruary 26, 201424, 2017
 
/S/ ISSIE N. RABINOVITCH
Issie N. Rabinovitch
DirectorFebruary 26, 201424, 2017
 
/S/ THOMAS E. RANDLETTROBINSON
Thomas E. RandlettRobinson
DirectorFebruary 26, 201424, 2017
 
/S/ BYRON A. SCORDELIS.SCORDELIS
Byron A. Scordelis
DirectorFebruary 26, 201424, 2017
 
/S/ JANICE L. SEARS.SEARS
Janice L. Sears
DirectorFebruary 26, 2014
/S/ CLAUDE J. ZINNGRABE
Claude J. Zinngrabe
DirectorFebruary 26, 201424, 2017


EXHIBIT INDEX
Exhibit No.
Document
 
2.1Agreement and Plan of Merger, dated as of December 19, 2013, by and among Essex Property Trust, Inc., BRE Properties, Inc. and Bronco Acquisition Sub, Inc., a Delaware corporation, attached as Exhibit 2.1 to the Company's Form 8-K, filed on December 20, 2013, and incorporated herein by reference.
3.1Articles of Amendment and Restatement of Essex Property Trust, Inc., attached as Exhibit 3.13.2 to the Company's Current Report on Form 8-K, filed May 17, 2013,23, 2016, and incorporated herein by reference.
 
3.2ThirdFifth Amended and Restated Bylaws of Essex Property Trust, Inc., dated as (as of May 14, 2013,17, 2016), attached as Exhibit 3.23.3 to the Company’sCompany's Current Report on Form 8-K, filed May 17, 2013,23, 2016, and incorporated herein by reference.
 
3.3
Certificate of Limited Partnership of Essex Portfolio, L.P. and amendments thereto.
4.1Form of 4.875% Series G Cumulative Convertible Preferred Stock Certificate,thereto, attached as Exhibit 4.13.3 to the Company’s CurrentCompany's Annual Report on Form 8-K, filed July 27, 2006,10-K for the year ended December 31, 2013, and incorporated herein by reference.
 
4.2Form of 7.125% Series H Cumulative Redeemable Preferred Stock Certificate, attached as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed April 13, 2011, and incorporated herein by reference.
4.3Indenture, dated August 15, 2012, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.625% Senior Notes due 2022 and the guarantee thereof, attached as Exhibit 4.1 to the Company’sCompany's Current Report on Form 8-K, filed August 15, 2012, and incorporated herein by reference.
 
4.4
4.2		Indenture, dated April 15, 2013, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of 3.25% Senior Notes due 2023 and the guarantee thereof, attached as Exhibit 4.1 to the Company’sCompany's Current Report on Form 8-K, filed April 15, 2013, and incorporated herein by reference.
 
4.54.3Form of Common Stock Certificate of Essex Property Trust, Inc., filed as Exhibit 4.5 to the Company’sCompany's Form S-4 Registration Statement, filed January 29, 2014, and incorporated herein by reference.
 
10.14.4Indenture governing 5.500% Senior Notes due 2017, dated April 4, 2014, by and among Essex Portfolio, L.P., Essex Property Trust, Inc. 1994 Stock Incentive Plan, (amended and restated),U.S. Bank National Association, as trustee, including the form of 5.500% Senior Notes due 2017, attached as Exhibit 10.14.1 to the Company'sEssex Property Trust, Inc.'s Current Report on Form 10-Q for the quarter ended June 30, 2000,8-K, filed April 10, 2014, and incorporated herein by reference.*
 
10.24.5Form ofIndenture governing 5.200% Senior Notes due 2021, dated April 4, 2014, by and among Essex Portfolio, L.P., Essex Property Trust, Inc. 1994 Non-Employee and Director Stock Incentive Plan,U.S. Bank National Association, as trustee, including the form of 5.200% Senior Notes due 2021, attached as Exhibit 10.34.2 to the Company's Registration StatementEssex Property Trust, Inc.'s Current Report on Form S-11 (Registration No. 33-76578), which became effective on June 6, 1994,8-K, filed April 10, 2014, and incorporated herein by reference.*
 
10.34.6Indenture governing 3.375% Senior Notes due 2023, dated April 4, 2014, by and among Essex Portfolio, L.P., Essex Property Trust, Inc. and U.S. Bank National Association, as trustee, including the form of 3.375% Senior Notes due 2023, attached as Exhibit 4.3 to Essex Property Trust, Inc.'s Current Report on Form 8-K, filed April 10, 2014, and incorporated herein by reference.
4.7Indenture, 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.
4.8Indenture, 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.
4.9Indenture, 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.
10.1Agreement 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.
 
10.410.2Essex Property Trust, Inc. 2004 Stock Incentive Plan, attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference.*
 
10.510.32005 Deferred Compensation Plan (as amended and restated) of Essex Portfolio, L.P., dated as of December 2, 2008, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed December 8, 2008, and incorporated herein by reference.*
 
10.610.4Form of Indemnification Agreement between Essex Property Trust, Inc. and its directors and officers, attached as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed February 25, 2011, and incorporated herein by reference.*
 
10.7Note Purchase Agreement, dated as of March 31, 2011, among Essex Portfolio, L.P., Essex Property Trust, Inc. and the purchasers of the notes party thereto (including the form of the 4.36% Senior Guaranteed Notes, due March 31, 2016), attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 1, 2011, and incorporated herein by reference.†

10.8
10.5Note Purchase Agreement, dated as of June 30, 2011, among Essex Portfolio, L.P., Essex Property Trust, Inc. and the purchasers of the notes party thereto (including the forms of the 4.50% Senior Guaranteed Notes, Series A, due September 30, 2017, and the 4.92% Senior Guaranteed Notes, Series B, due December 30, 2019), attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 5, 2011, and incorporated herein by reference.†
 
10.9Amended and Restated 2004 Non-Employee Director Equity Award Program, dated May 1, 2011, attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference.*
10.1010.6Amended and Restated Revolving Credit Agreement, dated as of September 16, 2011, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent Swing Line Lender and L/C Issuer, and other lenders as specified therein, attached as Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and incorporated herein by reference.
 
10.1110.7Note Purchase Agreement, dated as of March 14, 2012, among Essex Portfolio, L.P., the Company and the purchasers of the notes party thereto (including the forms of the 4.27% Senior Guaranteed Notes, Series C, due April 30, 2021, the 4.30% Senior Guaranteed Notes, Series D, due June 29, 2021, and the 4.37% Senior Guaranteed Notes, Series E, due August 30, 2021), attached as Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K, filed on March 20, 2012, and incorporated herein by reference. †
 
10.1210.8First Amendment to Amended and Restated Revolving Credit Agreement, dated May 31, 2012, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer, and the other lenders party thereto, attached as Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and incorporated herein by reference.
 
10.1310.9Modification Agreement, dated July 30, 2012, attached as Exhibit 10.2 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and incorporated herein by reference
10.14Registration Rights Agreement, dated August 15, 2012, among Essex Portfolio, L.P., the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several initial purchasers, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on August 15, 2012, and incorporated herein by reference.
 
10.1510.10Amendment 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.
 
10.1610.11Essex Property Trust, Inc. Executive Severance Plan (as Amended and Restated effective March 12, 2013), attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 18, 2013, and incorporated herein by reference.*
 
10.17Form of Equity Distribution Agreement, dated March 29, 2013, between Essex Property Trust, Inc. and various entities, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 2, 2013, and incorporated herein by reference.
10.1810.12Second Amendment to Amended and Restated Revolving Credit Agreement, dated August 30, 2012, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer, and the other lenders party thereto, attached as Exhibit 10.3 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference.
 
10.1910.13Third Amendment to Amended and Restated Revolving Credit Agreement, dated January 22, 2013, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer, and the other lenders party thereto, attached as Exhibit 10.4 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference.
 
10.2010.14Essex 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.*
10.21
10.15Essex 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.*
 
10.2210.16Forms of equity award agreements for officers under the 2013 Stock Award and Incentive Compensation Plan, attached as Exhibit 10.1 to the Company’sCompany's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.*
 
10.2310.17Company’sAmended and Restated Non-Employee Director Equity Award Program, and forms of equity award agreements thereunder,dated May 17, 2016, attached as Exhibit 10.210.1 to the Company’s QuarterlyCompany's Current Report on Form 10-Q for the quarter ended September 30, 2013,8-K, filed May 23, 2016, and incorporated herein by reference.*
 
10.2410.18Third Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of December 10, 2013, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed December 12, 2013, and incorporated herein by reference.*
 
10.2510.19Fourth Amendment to Amended and Restated Revolving Credit Agreement, dated as of January 29, 2014, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and the other lenders party thereto, attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 31, 2014, and incorporated herein by reference.
 

10.26
10.20Third 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.
 
10.21
BRE Properties, Inc. 1999 Stock Incentive Plan (assumed by Essex Property Trust, Inc.), attached as Exhibit 99.1 to Essex Property Trust, Inc.'s Registration Statement on Form S-8, filed April 1, 2014, and incorporated herein by reference.*
10.22BRE Properties, Inc. Fifth Amended and Restated Non-Employee Stock Option and Restricted Stock Plan (assumed by Essex Property Trust, Inc.), attached as Exhibit 99.2 to Essex Property Trust, Inc.'s Registration Statement on Form S-8, filed April 1, 2014, and incorporated herein by reference.*
10.23Form of Equity Distribution Agreement between Essex Property Trust, Inc. and various entities, dated March 8, 2016, attached as Exhibit 10.1 to the Company's Current Report of From 8-K, filed on March 9, 2016, and incorporated herein by reference.
10.24Fifth Amendment to Amended and Restated Revolving Credit Agreement, dated as of January 22, 2015, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.27 to the Company's Annual Report on Form 10-K, filed March 2, 2015, and incorporated herein by reference.
10.25Forms 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.*
10.26Terms 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 on May 26, 2015, and incorporated herein by reference.
10.27Sixth Amendment to Amended and Restated Revolving Credit Agreement, dated as of January 19, 2016, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto, attached as Exhibit 10.30 to the Company's Annual Report on Form 10-K, filed on February 26, 2016 and incorporated herein by reference.
10.28Seventh Amendment to Amended and Restated Revolving Credit Agreement, dated as of January 24, 2017, by and among Essex Portfolio, L.P., PNC Bank, National Association, as Administrative Agent and L/C Issuer and other lenders party thereto.
12.1Schedule of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
 
14.1Code of Business Conduct and Ethics, attached as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference.
21.1
List of Subsidiaries of Essex Property Trust, IncInc. 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.
 
24.1Power of Attorney (see signature page)
 
31.1
Certification of Michael J. Schall, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2
Certification of Michael T. Dance,Angela L. Kleiman, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.3
Certification of Michael J. Schall, Principal Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.4
Certification of Michael T. Dance,Angela L. Kleiman, Principal Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1
Certification of Michael J. Schall, Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2
Certification of Michael T. Dance,Angela L. Kleiman, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.3
Certification of Michael J. Schall, Principal Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Table of Contents
32.4Certification of Michael T. Dance,Angela L. Kleiman, Principal Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INSXBRL Instance Document
 
101.SCHXBRL Taxonomy Extension Schema Document
 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
 
101.LABXBRL Taxonomy Extension Label Linkbase Document
 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement.
* Management contract or compensatory plan or arrangement.

† 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.