8-K

ESSEX PROPERTY TRUST, INC. (ESS)

8-K 2024-07-30 For: 2024-07-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 30, 2024

ESSEX PROPERTY TRUST, INC.

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in Its Charter)

001-13106 (Essex Property Trust, Inc.)

333-44467-01 (Essex Portfolio, L.P.)

(Commission File Number)

Maryland (Essex Property Trust,<br> Inc.) 77-0369576 (Essex Property Trust,<br> Inc.)
California (Essex Portfolio, L.P.) 77-0369575 (Essex Portfolio, L.P.)
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

1100 Park Place, Suite 200

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(650) 655-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange on which registered
Common Stock, $.0001 par value (Essex Property Trust, Inc.) ESS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Essex Property Trust, Inc. Emerging growth company
Essex Portfolio, L.P. Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition.

On July 30, 2024, Essex Property Trust, Inc. (the “Company”) issued a press release and supplemental information announcing the Company’s financial results for the three and six months ended June 30, 2024. The Company has posted a copy of the press release and supplemental information on the Company’s website at www.essex.com. A copy of the press release and supplemental information is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release and Supplemental Information for the three and six months ended June 30, 2024.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

Date: July 30, 2024 ESSEX PROPERTY TRUST, INC.
/s/ Barbara Pak
Name: Barbara Pak
Title: Executive Vice President and Chief Financial Officer
ESSEX PORTFOLIO, L.P.
By: Essex Property Trust, Inc.
Its: General Partner
/s/ Barbara Pak
Name: Barbara Pak
Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1


Second Quarter 2024

Earnings Release and Supplemental Data

Table of Contents
Earnings Press Release Pages 1 - 9
Consolidated Operating Results S-1 & S-2
Consolidated Funds from Operations S-3
Consolidated Balance Sheets S-4
Debt Summary S-5
Capitalization Data, Public Bond Covenants, Credit Ratings and Selected Credit Ratios S-6
Portfolio Summary by County S-7
Operating Income by Quarter S-8
Same-Property Revenue Results by County, Quarter-to-Date S-9
Same-Property Revenue Results by County, Year-to-Date S-9.1
Same-Property Operating Expenses, Quarter and Year-to-Date S-10
Capital Expenditures S-11
Co-Investments and Preferred Equity Investments S-12
Assumptions for 2024 FFO Guidance Range S-13
Reconciliation of Projected EPS, FFO and Core FFO per diluted share S-13.1
Components to Full-Year 2024E Same-Property Revenue Growth S-13.2
Summary of Apartment Community Acquisitions and Dispositions Activity S-14
Same-Property Delinquencies, Operating Statistics, and Revenue Growth on a GAAP basis S-15
MSA Level Supply Forecast: 2023A – 2024E S-16
Improving Net Domestic Migration Trends Support West Coast Housing Demand S-16.1
Reconciliations of Non-GAAP Financial Measures and Other Terms S-17.1 – S-17.4

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com


Essex Announces Second Quarter 2024 Results and

Raises Full-Year 2024 Guidance

San Mateo, California—July 30, 2024—Essex Property Trust, Inc. (NYSE: ESS) (the “Company”) announced today its second quarter 2024 earnings results and related business activities.

Net Income, Funds from Operations (“FFO”), and Core FFO per diluted share for the quarter ended June 30, 2024 are detailed below.

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
2024 2024
Per Diluted Share
Net Income 1.45 1.55 -6.5% 5.69 3.94 44.4%
Total FFO 3.89 3.87 0.5% 8.49 7.68 10.5%
Core FFO 3.94 3.77 4.5% 7.77 7.42 4.7%

All values are in US Dollars.

Second Quarter 2024 Highlights:

Reported Net Income per diluted share for the second quarter of 2024 of $1.45, compared to $1.55 in the second quarter of 2023.
Grew Core FFO per diluted share by 4.5% compared to the second quarter of 2023, exceeding the midpoint of the Company’s guidance range by $0.11. The outperformance was primarily driven by favorable<br> consolidated NOI growth.
--- ---
Achieved same-property revenue and net operating income (“NOI”) growth of 3.4% and 3.0%, respectively, compared to the second quarter of 2023. On a sequential basis, same-property revenues and NOI<br> improved 1.2% and 2.5%, respectively.
--- ---
Achieved year-over-year blended rate growth of 3.4% for the second quarter of 2024 as compared to 2.2% year-over-year blended rate growth achieved in the first quarter of 2024.
--- ---
Acquired two apartment home communities in Northern California at a combined valuation of $147.7 million.
--- ---
Raised full-year 2024 guidance range as detailed in the table below:
--- ---
Full-Year 2024 Revised Guidance Revised<br> Range
--- --- --- ---
Net Income per diluted share 8.23 - 8.47 8.35 +$0.11
Core FFO per diluted share 15.38 - 15.62 15.50 +$0.27
Same-Property Revenues 2.70% to 3.30% 3.00% +0.75%
Same-Property Operating Expenses 4.50% to 5.00% 4.75% +0.50%
Same-Property NOI 1.80% to 2.80% 2.30% +0.90%

All values are in US Dollars.

1100 Park Place Suite 200 San Mateo California 94403 telephone 650 655 7800 facsimile 650 655 7810

www.essex.com


Same-Property Operations

Same-property operating results exclude any properties that are not comparable for the periods presented. The table below illustrates the percentage change in same-property gross revenues for the quarter ended June 30, 2024 compared to the quarter ended June 30, 2023, and the sequential percentage change for the quarter ended June 30, 2024 compared to the quarter ended March 31, 2024, by submarket for the Company:

Q2 2024 vs.<br><br> <br>Q2 2023 Q2 2024 vs.<br><br> <br>Q1 2024 % of<br><br> <br>Total
Revenue<br><br> <br>Change Revenue<br><br> <br>Change Q2 2024<br><br> <br>Revenues
Southern California
Los Angeles County 2.2% 1.3% 18.3%
Orange County 4.9% 0.8% 10.5%
San Diego County 6.3% 1.1% 9.0%
Ventura County 5.4% 1.3% 4.1%
Total Southern California 4.1% 1.1% 41.9%
Northern California
Santa Clara County 2.9% 1.4% 19.2%
Alameda County 1.5% 0.7% 7.6%
San Mateo County 4.6% 3.0% 6.0%
Contra Costa County 3.2% 1.1% 5.3%
San Francisco 2.1% 0.7% 2.5%
Total Northern California 2.9% 1.4% 40.6%
Seattle Metro 3.3% 1.0% 17.5%
Same-Property Portfolio 3.4% 1.2% 100.0%

The table below illustrates the components that drove the change in same-property revenue on a year-over-year basis for the three- and six-month periods ended June 30, 2024 and on a sequential basis for the quarter ended June 30, 2024.

Same-Property Revenue Components Q2 2024<br><br> <br>vs. Q2 2023 YTD 2024<br><br> <br>vs. YTD 2023 Q2 2024<br><br> <br>vs. Q1 2024
Scheduled Rents 1.8% 2.0% 0.6%
Delinquencies 1.1% 0.9% 0.4%
Cash Concessions 0.1% 0.2% 0.1%
Vacancy -0.5% -0.5% -0.1%
Other Income 0.9% 0.9% 0.2%
2024 Same-Property Revenue Growth 3.4% 3.5% 1.2%
  • 2 -

Year-Over-Year Change Year-Over-Year Change
Q2 2024 compared to Q2 2023 YTD 2024 compared to YTD 2023
Revenues Operating<br><br> <br>Expenses NOI Revenues Operating<br><br> <br>Expenses NOI
Southern California 4.1% 5.8% 3.4% 4.3% 3.9% 4.5%
Northern California 2.9% 1.9% 3.3% 3.0% 5.1% 2.1%
Seattle Metro 3.3% 7.8% 1.5% 2.9% 5.9% 1.7%
Same-Property Portfolio 3.4% 4.5% 3.0% 3.5% 4.8% 3.0%
Sequential Change
--- --- --- --- --- --- ---
Q2 2024 compared to Q1 2024
Revenues Operating<br><br> <br>Expenses NOI
Southern California 1.1% -1.0% 2.0%
Northern California 1.4% -3.7% 3.8%
Seattle Metro 1.0% 2.0% 0.6%
Same-Property Portfolio 1.2% -1.7% 2.5%
Financial Occupancies
--- --- --- --- --- --- ---
Quarter Ended
6/30/2024 3/31/2024 6/30/2023
Southern California 95.7% 96.0% 96.4%
Northern California 96.3% 96.2% 96.6%
Seattle Metro 97.1% 97.0% 96.9%
Same-Property Portfolio 96.2% 96.3% 96.6%

Investment Activity

Real Estate

In April, the Company elected to accept the third-party sponsor’s common equity interest affiliated with its $14.7 million preferred equity investment in a stabilized community comprising 75 apartment homes located in Sunnyvale, CA. Concurrent with the closing, the Company unencumbered the property and consolidated the community on the Company’s financial statements at a $46.6 million valuation.

In May, the Company acquired ARLO Mountain View, a 164-unit apartment home community located in Mountain View, CA for a total contract price of $101.1 million. The property was built in 2018 and includes 10,725 square feet of fully leased retail space.

Subsequent to quarter end, the Company acquired its joint venture partner’s 49.9% common equity interest in Patina at Midtown, a 269-unit apartment home community built in 2021 and located in San Jose, CA, for a total purchase price of $117.0 million on a gross basis. Concurrent with the closing, the Company unencumbered the property and was fully redeemed on a preferred equity investment affiliated with the partnership.

  • 3 -

Other Investments

Subsequent to quarter end, the Company received cash proceeds of $40.1 million from a full redemption of a subordinated loan investment yielding an 11.5% rate of return. Year-to-date through July, the Company has received cash proceeds of $50.4 million from redemptions of structured finance investments yielding an 11.2% weighted average rate of return.

Liquidity and Balance Sheet

Common Stock

Year-to-date through July 26, 2024, the Company has not issued any shares of common stock through its equity distribution program or repurchased any shares through its stock repurchase plan. As of July 26, 2024, the Company had $302.7 million of purchase authority remaining under its stock repurchase plan.

Balance Sheet

In May, the Company repaid its $400.0 million unsecured notes at maturity with proceeds from the $298.0 million 10-year secured loans financed in July 2023 and a portion of the $350.0 million unsecured bond issued in March 2024.

As of July 26, 2024, the Company had approximately $1.1 billion in liquidity via undrawn capacity on its unsecured credit facilities, cash and cash equivalents, and marketable securities.

Guidance

For the second quarter of 2024, the Company exceeded the midpoint of the guidance range provided in its first quarter 2024 earnings release for Core FFO by $0.11 per diluted share. The outperformance primarily relates to $0.09 per share of favorable consolidated NOI, of which $0.04 per share is timing related or one-time in nature.

The following table provides a reconciliation of second quarter 2024 Core FFO per diluted share to the midpoint of the guidance provided in the Company’s first quarter 2024 earnings release.

Per Diluted<br><br> <br>Share
Guidance midpoint of Core FFO per diluted share for Q2 2024 $ 3.83
Same-Property Revenues 0.05
Non-Same-Property Revenues (One-Time) 0.02
Consolidated Operating Expenses (Timing Related) 0.02
FFO from Co-Investments 0.02
Core FFO per diluted share for Q2 2024 reported $ 3.94
  • 4 -

The table below provides key updates to the Company’s 2024 full-year assumptions for Net Income, Total FFO, Core FFO per diluted share, and same-property growth. For additional details regarding the Company’s 2024 Core FFO guidance range, please see page S-13 of the accompanying supplemental financial information.

2024 Full-Year and Third Quarter Guidance

Previous<br> Range Revised<br> Range
Per Diluted Share
Net Income 8.04 - 8.44 $8.24 8.23 - 8.47 8.35 +$0.11
Total FFO 15.53 - 15.93 $15.73 15.93 - 16.17 16.05 +$0.32
Core FFO 15.03 - 15.43 $15.23 15.38 - 15.62 15.50 +$0.27
Q3 2024 Core FFO - - 3.81 - 3.93 3.87 -
Same-Property Growth on a Cash-Basis^(1)^
Revenues 1.50% to 3.00% 2.25% 2.70% to 3.30% 3.00% +0.75%
Operating Expenses 3.50% to 5.00% 4.25% 4.50% to 5.00% 4.75% +0.50%
NOI 0.00% to 2.80% 1.40% 1.80% to 2.80% 2.30% +0.90%

All values are in US Dollars.

^(1)^ The midpoint of the Company’s same-property revenues and NOI on a GAAP basis are 3.20% and 2.50%, respectively, representing a 0.80% and 0.90% increase to the Company’s previous guidance midpoints.

Conference Call with Management

The Company will host an earnings conference call with management to discuss its quarterly results on Wednesday, July 31, 2024 at 10:00 a.m. PT (1:00 p.m. ET), which will be broadcast live via the Internet at www.essex.com, and accessible via phone by dialing toll-free, (877) 407-0784, or toll/international, (201) 689-8560. No passcode is necessary.

A rebroadcast of the live call will be available online for 30 days and digitally for 7 days. To access the replay online, go to www.essex.com and select the second quarter 2024 earnings link. To access the replay, dial (844) 512-2921 using the replay pin number 13747560. If you are unable to access the information via the Company’s website, please contact the Investor Relations Department at investors@essex.com or by calling (650) 655-7800.

Corporate Profile

Essex Property Trust, Inc., an S&P 500 company, is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 255 apartment communities comprising over 62,000 apartment homes. Additional information about the Company can be found on the Company’s website at www.essex.com.

This press release and accompanying supplemental financial information has been furnished to the Securities and Exchange Commission electronically on Form 8-K and can be accessed from the Company’s website at www.essex.com. If you are unable to obtain the information via the Web, please contact the Investor Relations Department at (650) 655-7800.

  • 5 -

FFO Reconciliation

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT's operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or financing activities as defined under GAAP. Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

  • 6 -

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the three and six months ended June 30, 2024 and 2023 (in thousands, except for share and per share amounts):

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
Funds from Operations attributable to common stockholders and unitholders 2024 2023 2024 2023
Net income available to common stockholders $ 92,914 $ 99,620 $ 365,645 $ 253,152
Adjustments:
Depreciation and amortization 145,613 136,718 285,346 273,065
Gains not included in FFO - - (138,326 ) (59,238 )
Casualty loss - - - 433
Impairment loss from unconsolidated co-investments - - 3,726 -
Depreciation and amortization from unconsolidated co-investments 17,380 17,848 35,850 35,457
Noncontrolling interest related to Operating Partnership units 3,270 3,506 12,869 8,910
Depreciation attributable to third party ownership and other (390 ) (365 ) (779 ) (724 )
Funds from Operations attributable to common stockholders and unitholders $ 258,787 $ 257,327 $ 564,331 $ 511,055
FFO per share – diluted $ 3.89 $ 3.87 $ 8.49 $ 7.68
Expensed acquisition and investment related costs $ - $ 5 $ 68 $ 344
Tax (benefit) expense on unconsolidated co-investments ^(1)^ (807 ) 1,733 (758 ) 833
Realized and unrealized gains on marketable securities, net (1,597 ) (7,591 ) (4,948 ) (8,871 )
Provision for credit losses 19 16 66 34
Equity loss (income) from non-core co-investments ^(2)^ 143 (978 ) (5,727 ) (884 )
Co-investment promote income - - (1,531 ) -
Income from early redemption of preferred equity investments and notes receivable - (285 ) - (285 )
General and administrative and other, net 5,906 561 8,447 827
Insurance reimbursements, legal settlements, and other, net ^(3)^ (486 ) (295 ) (43,300 ) (8,799 )
Core Funds from Operations attributable to common stockholders and unitholders $ 261,965 $ 250,493 $ 516,648 $ 494,254
Core FFO per share – diluted $ 3.94 $ 3.77 $ 7.77 $ 7.42
Weighted average number of shares outstanding diluted ^(4)^ 66,486,464 66,444,114 66,477,724 66,584,049
^(1)^ Represents tax related to net unrealized gains or losses on technology co-investments.
--- ---
^(2)^ Represents the Company's share of co-investment income or loss from technology co-investments.
--- ---
^(3)^ Includes legal settlement gains of $42.5 million and $7.7 million for the six months ended June 30, 2024 and 2023, respectively.
--- ---
^(4)^ Assumes conversion of all outstanding limited partnership units in Essex Portfolio, L.P. (the “Operating Partnership”) into shares of the Company’s common stock and excludes DownREIT limited<br> partnership units.
--- ---
  • 7 -

Net Operating Income (“NOI”) and Same-Property NOI Reconciliations

NOI and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of 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. 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. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, 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 revenues less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented (dollars in thousands):

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
2024 2023 2024 2023
Earnings from operations $ 137,450 $ 134,832 $ 269,809 $ 322,217
Adjustments:
Corporate-level property management expenses 12,123 11,451 23,854 22,883
Depreciation and amortization 145,613 136,718 285,346 273,065
Management and other fees from affiliates (2,573 ) (2,778 ) (5,286 ) (5,543 )
General and administrative 21,136 13,813 38,307 29,124
Expensed acquisition and investment related costs - 5 68 344
Casualty loss - - - 433
Gain on sale of real estate and land - - - (59,238 )
NOI 313,749 294,041 612,098 583,285
Less: Non-same property NOI (20,325 ) (9,170 ) (32,315 ) (20,436 )
Same-Property NOI $ 293,424 $ 284,871 $ 579,783 $ 562,849

Safe Harbor Statement Under The Private Litigation Reform Act of 1995:

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements which are not historical facts, including statements regarding the Company's expectations, estimates, assumptions, hopes, intentions, beliefs and strategies regarding the future. Words such as “expects,” “assumes,” “anticipates,” “may,” “will,” “intends,” “plans,” “projects,” “believes,” “seeks,” “future,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s third quarter and full-year 2024 guidance (including net income, Total FFO and Core FFO, same-property growth and related assumptions) and anticipated yield on certain investments. While the Company's management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could 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. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed.

  • 8 -

Factors that might cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: assumptions related to our third quarter and full-year 2024 guidance; occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain our investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors referred to in the Company’s annual report on Form 10-K for the year ended December 31, 2023, quarterly reports on Form 10-Q, 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 the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this press release.

Definitions and Reconciliations

Non-GAAP financial measures and certain other capitalized terms, as used in this earnings release, are defined and further explained on pages S-17.1 through S-17.4, "Reconciliations of Non-GAAP Financial Measures and Other Terms," of the accompanying supplemental financial information. The supplemental financial information is available on the Company's website at www.essex.com.

Contact Information

Loren Rainey

Director, Investor Relations

(650) 655-7800

lrainey@essex.com

  • 9 -

E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Operating Results

(Dollars in thousands, except share and per share amounts)

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
2024 2023 2024 2023
Revenues:
Rental and other property $ 439,782 $ 413,265 $ 863,997 $ 822,921
Management and other fees from affiliates 2,573 2,778 5,286 5,543
442,355 416,043 869,283 828,464
Expenses:
Property operating 126,033 119,224 251,899 239,636
Corporate-level property management expenses 12,123 11,451 23,854 22,883
Depreciation and amortization 145,613 136,718 285,346 273,065
General and administrative 21,136 13,813 38,307 29,124
Expensed acquisition and investment related costs - 5 68 344
Casualty loss - - - 433
304,905 281,211 599,474 565,485
Gain on sale of real estate and land - - - 59,238
Earnings from operations 137,450 134,832 269,809 322,217
Interest expense, net ^(1)^ (58,491 ) (51,779 ) (113,628 ) (101,791 )
Interest and other income 9,568 12,199 66,843 24,649
Equity income from co-investments 9,652 12,237 22,018 23,108
Tax benefit (expense) on unconsolidated co-investments 807 (1,733 ) 758 (833 )
Gain on remeasurement of co-investment - - 138,326 -
Net income 98,986 105,756 384,126 267,350
Net income attributable to noncontrolling interest (6,072 ) (6,136 ) (18,481 ) (14,198 )
Net income available to common stockholders $ 92,914 $ 99,620 $ 365,645 $ 253,152
Net income per share - basic $ 1.45 $ 1.55 $ 5.69 $ 3.94
Shares used in income per share - basic 64,209,878 64,182,555 64,207,482 64,319,783
Net income per share - diluted $ 1.45 $ 1.55 $ 5.69 $ 3.94
Shares used in income per share - diluted 64,227,651 64,183,675 64,218,911 64,320,898
^(1)^ Refer to page S-17.2, the section titled "Interest Expense, Net" for additional information.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-1


E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Operating Results - Selected Line Item Detail

(Dollars in thousands)

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
2024 2023 2024 2023
Rental and other property
Rental income $ 432,141 $ 407,786 $ 849,377 $ 812,421
Other property 7,641 5,479 14,620 10,500
Rental and other property $ 439,782 $ 413,265 $ 863,997 $ 822,921
Property operating expenses
Real estate taxes $ 47,312 $ 45,381 $ 94,232 $ 91,911
Administrative 15,290 12,730 29,099 24,884
Maintenance and repairs 13,940 14,683 28,790 29,267
Personnel costs 24,035 22,944 47,827 45,854
Utilities 25,456 23,486 51,951 47,720
Property operating expenses $ 126,033 $ 119,224 $ 251,899 $ 239,636
Interest and other income
Marketable securities and other income $ 7,510 $ 4,468 $ 18,685 $ 7,751
Realized and unrealized gains on marketable securities, net 1,597 7,591 4,948 8,871
Provision for credit losses (19 ) (16 ) (66 ) (34 )
Insurance reimbursements, legal settlements, and other, net 480 156 43,276 8,061
Interest and other income $ 9,568 $ 12,199 $ 66,843 $ 24,649
Equity income from co-investments
Equity loss from co-investments $ (2,322 ) $ (2,897 ) $ (5,874 ) $ (5,848 )
Income from preferred equity investments 12,111 13,732 24,336 27,049
Equity (loss) income from non-core co-investments (143 ) 978 5,727 884
Insurance reimbursements, legal settlements, and other, net 6 139 24 738
Impairment loss from unconsolidated co-investment - - (3,726 ) -
Co-investment promote income - - 1,531 -
Income from early redemption of preferred equity investments - 285 - 285
Equity income from co-investments $ 9,652 $ 12,237 $ 22,018 $ 23,108
Noncontrolling interest
Limited partners of Essex Portfolio, L.P. $ 3,270 $ 3,506 $ 12,869 $ 8,910
DownREIT limited partners' distributions 2,291 2,163 4,583 4,331
Third-party ownership interest 511 467 1,029 957
Noncontrolling interest $ 6,072 $ 6,136 $ 18,481 $ 14,198

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-2


E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Funds from Operations ^(1)^

(Dollars in thousands, except share and per share amounts and in footnotes)

Three Months Ended<br><br> <br>June 30, Six Months Ended<br><br> <br>June 30,
2024 2023 % Change 2024 2023 % Change
Funds from operations attributable to common stockholders and<br> <br>unitholders (FFO)
Net income available to common stockholders $ 92,914 $ 99,620 $ 365,645 $ 253,152
Adjustments:
Depreciation and amortization 145,613 136,718 285,346 273,065
Gains not included in FFO - - (138,326 ) (59,238 )
Casualty loss - - - 433
Impairment loss from unconsolidated co-investments - - 3,726 -
Depreciation and amortization from unconsolidated co-investments 17,380 17,848 35,850 35,457
Noncontrolling interest related to Operating Partnership units 3,270 3,506 12,869 8,910
Depreciation attributable to third party ownership and other ^(2)^ (390 ) (365 ) (779 ) (724 )
Funds from operations attributable to common stockholders and unitholders $ 258,787 $ 257,327 $ 564,331 $ 511,055
FFO per share-diluted $ 3.89 $ 3.87 0.5% $ 8.49 $ 7.68 10.5%
Components of the change in FFO
Non-core items:
Expensed acquisition and investment related costs $ - $ 5 $ 68 $ 344
Tax (benefit) expense on unconsolidated co-investments ^(3)^ (807 ) 1,733 (758 ) 833
Realized and unrealized gains on marketable securities, net (1,597 ) (7,591 ) (4,948 ) (8,871 )
Provision for credit losses 19 16 66 34
Equity loss (income) from non-core co-investments ^(4)^ 143 (978 ) (5,727 ) (884 )
Co-investment promote income - - (1,531 ) -
Income from early redemption of preferred equity investments and notes receivable - (285 ) - (285 )
General and administrative and other, net 5,906 561 8,447 827
Insurance reimbursements, legal settlements, and other, net ^(5)^ (486 ) (295 ) (43,300 ) (8,799 )
Core funds from operations attributable to common stockholders and unitholders $ 261,965 $ 250,493 $ 516,648 $ 494,254
Core FFO per share-diluted $ 3.94 $ 3.77 4.5% $ 7.77 $ 7.42 4.7%
Weighted average number of shares outstanding diluted ^(6)^ 66,486,464 66,444,114 66,477,724 66,584,049
^(1)^ Refer to page S-17.2, the section titled "Funds from Operations ("FFO") and Core FFO" for additional information on the Company's definition and use of FFO and Core FFO.
--- ---
^(2)^ The Company consolidates certain co-investments. The noncontrolling interest's share of net operating income in these investments for the three and six months ended June 30, 2024 was $0.8 million and $1.7 million, respectively.
--- ---
^(3)^ Represents tax related to net unrealized gains or losses on technology co-investments.
--- ---
^(4)^ Represents the Company's share of co-investment income or loss from technology co-investments.
--- ---
^(5)^ Includes legal settlement gains of $42.5 million and $7.7 million for the six months ended June 30, 2024 and 2023, respectively.
--- ---
^(6)^ Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company's common stock and excludes DownREIT limited partnership units.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-3


E S S E X  P R O P E R T Y  T R U S T, I N C.

Consolidated Balance Sheets

(Dollars in thousands)

June 30, 2024 December 31, 2023
Real Estate:
Land and land improvements $ 3,167,721 $ 3,036,912
Buildings and improvements 13,701,217 13,098,311
16,868,938 16,135,223
Less: accumulated depreciation (5,946,440 ) (5,664,931 )
10,922,498 10,470,292
Real estate under development 24,515 23,724
Co-investments 1,041,328 1,061,733
11,988,341 11,555,749
Cash and cash equivalents, including restricted cash 64,151 400,334
Marketable securities 84,291 87,795
Notes and other receivables 233,776 174,621
Operating lease right-of-use assets 53,373 63,757
Prepaid expenses and other assets 85,528 79,171
Total assets $ 12,509,460 $ 12,361,427
Unsecured debt, net $ 5,267,902 $ 5,318,531
Mortgage notes payable, net 885,563 887,204
Lines of credit 129,391 -
Distributions in excess of investments in co-investments 68,295 65,488
Operating lease liabilities 54,513 65,091
Other liabilities 415,407 398,930
Total liabilities 6,821,071 6,735,244
Redeemable noncontrolling interest 33,889 32,205
Equity:
Common stock 6 6
Additional paid-in capital 6,659,313 6,656,720
Distributions in excess of accumulated earnings (1,216,557 ) (1,267,536 )
Accumulated other comprehensive income, net 38,877 33,556
Total stockholders' equity 5,481,639 5,422,746
Noncontrolling interest 172,861 171,232
Total equity 5,654,500 5,593,978
Total liabilities and equity $ 12,509,460 $ 12,361,427

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-4


E S S E X  P R O P E R T Y  T R U S T, I N C.

Debt Summary - June 30, 2024

(Dollars in thousands, except in footnotes)

Scheduled principal payments, unamortized premiums (discounts) and (debt issuance costs) are as follows - excludes lines of credit:
Unsecured Secured Total Weighted<br><br> <br>Average<br><br> <br>Interest<br><br> <br>Rate Percentage<br><br> <br>of Total<br><br> <br>Debt
Weighted Average
Balance<br><br> <br>Outstanding Interest<br><br> <br>Rate Maturity<br><br> <br>in Years
Unsecured Debt, net
Bonds public - fixed rate $ 5,000,000 3.3 % 7.4 2024 $ - $ 1,576 $ 1,576 3.7 % 0.0 %
Term loan ^(1)^ 300,000 4.2 % 3.3 2025 500,000 133,054 633,054 3.5 % 10.2 %
Unamortized discounts and debt 2026 450,000 99,405 549,405 3.5 % 8.9 %
issuance costs, net (32,098 ) - - 2027 ^(1)^ 650,000 153,955 803,955 4.0 % 13.0 %
Total unsecured debt, net 5,267,902 3.4 % 7.1 2028 450,000 68,332 518,332 2.2 % 8.4 %
Mortgage Notes Payable, net 2029 500,000 1,456 501,456 4.1 % 8.1 %
Fixed rate - secured 665,984 4.3 % 5.3 2030 550,000 1,592 551,592 3.1 % 8.9 %
Variable rate - secured ^(2)^ 222,275 4.5 % 13.6 2031 600,000 1,740 601,740 2.3 % 9.7 %
Unamortized premiums and debt 2032 650,000 1,903 651,903 2.6 % 10.6 %
issuance costs, net (2,696 ) - - 2033 - 330,126 330,126 5.0 % 5.3 %
Total mortgage notes payable, net 885,563 4.3 % 7.4 2034 350,000 2,275 352,275 5.6 % 5.7 %
Unsecured Lines of Credit Thereafter 600,000 92,845 692,845 3.8 % 11.2 %
Line of credit ^(3)^ 105,000 6.4 % N/A Subtotal 5,300,000 888,259 6,188,259 3.5 % 100.0 %
Line of credit ^(4)^ 24,391 6.4 % N/A Debt Issuance Costs (25,930 ) (2,841 ) (28,771 ) - -
Total lines of credit 129,391 6.4 % N/A (Discounts)/Premiums (6,168 ) 145 (6,023 ) - -
Total debt, net $ 6,282,856 3.5 % 7.1 Total $ 5,267,902 $ 885,563 $ 6,153,465 3.5 % 100.0 %

Capitalized interest for both the three and six months ended June 30, 2024 was approximately $0.1 million.

^(1)^ The unsecured term loan has a variable interest rate of Adjusted SOFR plus 0.85% and matures in October 2024 with three 12-month extension options, exercisable at the Company’s option. This loan has been swapped to an all-in<br> fixed rate of 4.2% and the swap has a termination date of October 2026.
^(2)^ $222.3 million of variable rate debt is tax exempt to the note holders.
--- ---
^(3)^ This unsecured line of credit facility has a capacity of $1.2 billion, a scheduled maturity date in January 2027 and two 6-month extension options, exercisable at the Company’s option. The underlying interest rate on this<br> line is Adjusted SOFR plus 0.765%, which is based on a tiered rate structure tied to the Company's corporate ratings and further adjusted by the facility's Sustainability Metric Grid.
--- ---
^(4)^ As of June 30, 2024, this unsecured line of credit facility has a capacity of $35 million and a scheduled maturity date in July 2024. The underlying interest rate on this line is Adjusted SOFR plus 0.765%, which is based on a<br> tiered rate structure tied to the Company's corporate ratings and further adjusted by the facility's Sustainability Metric Grid. In July 2024, prior to its maturity the line of credit facility was amended such that the line's<br> capacity increased to $75 million and the scheduled maturity date was extended to July 2026.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-5


E S S E X  P R O P E R T Y  T R U S T, I N C.

Capitalization Data, Public Bond Covenants, Credit Ratings and Selected Credit Ratios - June 30, 2024

(Dollars and shares in thousands, except per share amounts)

Capitalization Data Public Bond Covenants ^(1)^ Actual Requirement
Total debt, net $ 6,282,856
Common stock and potentially dilutive securities Debt to Total Assets: 34% < 65%
Common stock outstanding 64,210
Limited partnership units ^(1)^ 2,259 Secured Debt to Total Assets: 5% < 40%
Options-treasury method 30
Total shares of common stock and potentially dilutive securities 66,499 Interest Coverage: 552% > 150%
Common stock price per share as of June 28, 2024 $ 272.20 Unsecured Debt Ratio ^(2)^: 293% > 150%
Total equity capitalization $ 18,101,028
Total market capitalization $ 24,383,884 Selected Credit Ratios ^(3)^ Actual
Ratio of debt to total market capitalization 25.8% Net Indebtedness Divided by Adjusted EBITDAre,<br><br> normalized and annualized 5.4
Credit Ratings Unencumbered NOI to Adjusted Total NOI: 93%
Rating Agency Rating Outlook
Moody's Baa1 Stable ^(1)^   Refer to page S-17.4 for additional information on the Company's Public Bond Covenants.
Standard & Poor's BBB+ Stable ^(2)^   Unsecured Debt Ratio is unsecured assets (excluding investments in co-investments) divided by<br> unsecured indebtedness.
^(1)^    Assumes conversion of all outstanding limited partnership<br><br> <br>units in the Operating Partnership into shares of the<br><br> <br>Company's common stock. ^(3)^   Refer to pages S-17.1 to S-17.4, the section titled "Reconciliations of Non-GAAP Financial<br> Measures and Other Terms" for additional information on the Company's Selected Credit Ratios.

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-6


E S S E X  P R O P E R T Y  T R U S T, I N C.

Portfolio Summary by County as of June 30, 2024

Apartment Homes Average Monthly Rental Rate ^(1)^ Percent of NOI ^(2)^
Region - County Consolidated Unconsolidated<br><br> <br>Co-investments Total Consolidated Unconsolidated<br><br> <br>Co-investments^(3)^ Total ^(4)^ Consolidated Unconsolidated<br><br> <br>Co-investments ^(3)^ Total ^(4)^
Southern California
Los Angeles County 9,542 1,586 11,128 $ 2,670 $ 2,558 $ 2,661 16.7 % 17.0 % 16.7 %
Orange County 5,843 500 6,343 2,740 2,578 2,733 11.7 % 5.8 % 11.2 %
San Diego County 5,442 443 5,885 2,618 3,007 2,634 10.7 % 5.0 % 10.2 %
Ventura County and Other 2,435 693 3,128 2,405 2,814 2,460 4.4 % 9.1 % 4.9 %
Total Southern California 23,262 3,222 26,484 2,648 2,672 2,650 43.5 % 36.9 % 43.0 %
Northern California
Santa Clara County^(5)^ 8,988 1,774 10,762 3,032 2,948 3,024 20.0 % 19.5 % 20.0 %
Alameda County 3,959 1,512 5,471 2,589 2,584 2,588 6.8 % 16.2 % 7.5 %
San Mateo County 2,561 195 2,756 3,112 3,753 3,135 5.4 % 2.4 % 5.1 %
Contra Costa County 2,619 - 2,619 2,725 - 2,725 5.1 % 0.0 % 4.7 %
San Francisco 1,356 537 1,893 2,884 3,265 2,947 2.2 % 5.8 % 2.6 %
Total Northern California 19,483 4,018 23,501 2,901 2,880 2,899 39.5 % 43.9 % 39.9 %
Seattle Metro 10,555 1,970 12,525 2,186 2,131 2,181 17.0 % 19.2 % 17.1 %
Total 53,300 9,210 62,510 $ 2,649 $ 2,647 $ 2,649 100.0 % 100.0 % 100.0 %
^(1)^ Average monthly rental rate is defined as the total scheduled monthly rental income (actual rent for occupied apartment homes plus market rent for vacant apartment homes) for the quarter ended June 30, 2024, divided by the number<br> of apartment homes as of June 30, 2024.
--- ---
^(2)^ Represents the percentage of actual NOI for the quarter ended June 30, 2024. See the section titled "Net Operating Income ("NOI") and Same-Property NOI Reconciliations" on page S-17.3.
--- ---
^(3)^ Co-investment amounts weighted at Company's pro rata share.
--- ---
^(4)^ At Company's pro rata share.
--- ---
^(5)^ Includes all communities in Santa Clara County and one community in Santa Cruz County.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-7


E S S E X  P R O P E R T Y  T R U S T, I N C.

Operating Income by Quarter ^(1)^

(Dollars in thousands)

Apartment<br><br> <br>Homes Q2 '24 Q1 '24 Q4 '23 Q3 '23 Q2 '23
Rental and other property revenues:
Same-property 50,884 $ 414,845 $ 409,819 $ 407,335 $ 405,412 $ 401,065
Acquisitions^(2)^ 1,792 12,824 1,598 429 383 225
Redevelopment 178 1,565 1,541 1,536 1,564 1,595
Non-residential/other, net^(3)^ 446 11,059 11,320 10,695 10,433 11,055
Straight-line rent concessions ^(4)^ - (511 ) (63 ) (1,050 ) (1,394 ) (675 )
Total rental and other property revenues 53,300 439,782 424,215 418,945 416,398 413,265
Property operating expenses:
Same-property 121,421 123,460 119,371 121,326 116,194
Acquisitions^(2)^ 3,585 479 153 137 90
Redevelopment 731 718 742 634 674
Non-residential/other, net^(3) (5)^ 296 1,209 1,681 1,799 2,266
Total property operating expenses 126,033 125,866 121,947 123,896 119,224
Net operating income (NOI):
Same-property 293,424 286,359 287,964 284,086 284,871
Acquisitions^(2)^ 9,239 1,119 276 246 135
Redevelopment 834 823 794 930 921
Non-residential/other, net^(3)^ 10,763 10,111 9,014 8,634 8,789
Straight-line rent concessions ^(4)^ (511 ) (63 ) (1,050 ) (1,394 ) (675 )
Total NOI $ 313,749 $ 298,349 $ 296,998 $ 292,502 $ 294,041
Same-property metrics
Operating margin 71 % 70 % 71 % 70 % 71 %
Annualized turnover ^(6)^ 41 % 37 % 40 % 48 % 45 %
Financial occupancy ^(7)^ 96.2 % 96.3 % 96.1 % 96.4 % 96.6 %
^(1)^ Includes consolidated communities only.
--- ---
^(2)^ Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2023.
--- ---
^(3)^ Non-residential/other, net consists of revenues generated from retail space, commercial properties, held for sale properties, disposition properties, properties undergoing significant construction activities that do not meet<br> our redevelopment criteria and two communities located in the California counties of Santa Barbara and Santa Cruz, which the Company does not consider its core markets.
--- ---
^(4)^ Represents straight-line concessions for residential operating communities. Same-property revenues reflect concessions on a cash basis. Total Rental and Other Property Revenues reflect concessions on a straight-line basis in<br> accordance with U.S. GAAP.
--- ---
^(5)^ Includes other expenses and intercompany eliminations pertaining to self-insurance.
--- ---
^(6)^ Annualized turnover is defined as the number of apartment homes turned over during the quarter, annualized, divided by the total number of apartment homes.
--- ---
^(7)^ Financial occupancy is defined as the percentage resulting from dividing actual rental income by total scheduled rental income. Actual rental income represents contractual rental income pursuant to leases without considering<br> delinquency and concessions. Total scheduled rental income represents the value of all apartment homes, with occupied apartment homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at<br> estimated market rents.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-8


E S S E X  P R O P E R T Y  T R U S T, I N C.

Same-Property Revenue Results by County - Second Quarter 2024 vs. Second Quarter 2023 and First Quarter 2024

(Dollars in thousands, except average monthly rental rates)

Average Monthly Rental Rate Financial Occupancy Gross Revenues Sequential Gross<br><br> <br>Revenues
Region - County Apartment<br><br> <br>Homes Q2 '24<br><br> <br>% of<br><br> <br>Actual NOI Q2 '24 Q2 '23 %<br><br> <br>Change Q2 '24 Q2 '23 %<br><br> <br>Change Q2 '24 Q2 '23 %<br><br> <br>Change Q1 '24 %<br><br> <br>Change
Southern California
Los Angeles County 9,542 17.4 % $ 2,670 $ 2,666 0.2 % 95.1 % 96.5 % -1.5 % $ 76,251 $ 74,594 2.2 % $ 75,270 1.3 %
Orange County 5,193 10.9 % 2,777 2,683 3.5 % 95.9 % 95.7 % 0.2 % 43,464 41,417 4.9 % 43,136 0.8 %
San Diego County 4,584 9.5 % 2,637 2,517 4.8 % 96.2 % 96.6 % -0.4 % 37,129 34,921 6.3 % 36,713 1.1 %
Ventura County 2,254 4.4 % 2,398 2,290 4.7 % 96.7 % 97.2 % -0.5 % 16,918 16,054 5.4 % 16,703 1.3 %
Total Southern California 21,573 42.2 % 2,661 2,599 2.4 % 95.7 % 96.4 % -0.7 % 173,762 166,986 4.1 % 171,822 1.1 %
Northern California
Santa Clara County 8,653 20.3 % 3,003 2,949 1.8 % 96.7 % 96.9 % -0.2 % 80,006 77,773 2.9 % 78,893 1.4 %
Alameda County 3,959 7.1 % 2,589 2,598 -0.3 % 95.6 % 96.4 % -0.8 % 31,374 30,899 1.5 % 31,161 0.7 %
San Mateo County 2,561 5.6 % 3,112 3,053 1.9 % 95.8 % 96.4 % -0.6 % 24,905 23,809 4.6 % 24,186 3.0 %
Contra Costa County 2,619 5.3 % 2,725 2,668 2.1 % 96.2 % 96.8 % -0.6 % 21,974 21,286 3.2 % 21,735 1.1 %
San Francisco 1,178 2.1 % 2,850 2,831 0.7 % 95.6 % 95.5 % 0.1 % 10,306 10,095 2.1 % 10,238 0.7 %
Total Northern California 18,970 40.4 % 2,883 2,844 1.4 % 96.3 % 96.6 % -0.3 % 168,565 163,862 2.9 % 166,213 1.4 %
Seattle Metro 10,341 17.4 % 2,193 2,163 1.4 % 97.1 % 96.9 % 0.2 % 72,518 70,217 3.3 % 71,784 1.0 %
Total Same-Property 50,884 100.0 % $ 2,649 $ 2,602 1.8 % 96.2 % 96.6 % -0.4 % $ 414,845 $ 401,065 3.4 % $ 409,819 1.2 %

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-9


E S S E X  P R O P E R T Y  T R U S T, I N C.

Same-Property Revenue Results by County - Six months ended June 30, 2024 vs. Six months ended June 30, 2023

(Dollars in thousands, except average monthly rental rates)

Region - County Apartment<br><br> Homes YTD 2024<br><br> <br>% of<br><br> <br>Actual NOI Average Monthly Rental Rate Financial Occupancy Gross Revenues
YTD 2024 YTD 2023 %<br><br> <br>Change YTD 2024 YTD 2023 %<br><br> Change YTD 2024 YTD 2023 %<br><br> <br>Change
Southern California
Los Angeles County 9,542 17.4 % $ 2,673 $ 2,654 0.7 % 95.3 % 96.5 % -1.2 % $ 151,521 $ 148,224 2.2 %
Orange County 5,193 11.0 % 2,767 2,660 4.0 % 96.0 % 96.2 % -0.2 % 86,600 82,259 5.3 %
San Diego County 4,584 9.5 % 2,621 2,487 5.4 % 96.4 % 97.1 % -0.7 % 73,842 69,178 6.7 %
Ventura County 2,254 4.4 % 2,382 2,267 5.1 % 96.7 % 97.0 % -0.3 % 33,621 31,612 6.4 %
Total Southern California 21,573 42.3 % 2,654 2,579 2.9 % 95.8 % 96.6 % -0.8 % 345,584 331,273 4.3 %
Northern California
Santa Clara County 8,653 20.2 % 2,990 2,935 1.9 % 96.7 % 96.8 % -0.1 % 158,899 153,908 3.2 %
Alameda County 3,959 7.0 % 2,590 2,595 -0.2 % 95.5 % 96.7 % -1.2 % 62,535 61,598 1.5 %
San Mateo County 2,561 5.5 % 3,099 3,041 1.9 % 95.8 % 96.3 % -0.5 % 49,091 47,044 4.4 %
Contra Costa County 2,619 5.3 % 2,713 2,655 2.2 % 96.3 % 96.9 % -0.6 % 43,709 42,366 3.2 %
San Francisco 1,178 2.1 % 2,841 2,824 0.6 % 95.8 % 95.6 % 0.2 % 20,544 20,141 2.0 %
Total Northern California 18,970 40.1 % 2,874 2,833 1.4 % 96.2 % 96.6 % -0.4 % 334,778 325,057 3.0 %
Seattle Metro 10,341 17.6 % 2,182 2,160 1.0 % 97.1 % 96.7 % 0.4 % 144,302 140,255 2.9 %
Total Same-Property 50,884 100.0 % $ 2,640 $ 2,589 2.0 % 96.2 % 96.6 % -0.4 % $ 824,664 $ 796,585 3.5 %

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-9.1


E S S E X  P R O P E R T Y  T R U S T, I N C.

Same-Property Operating Expenses - Quarter to Date and Year to Date as of June 30, 2024 and 2023

(Dollars in thousands)


Based on 50,884 apartment homes
Q2 '24 Q2 '23 % Change % of Op. Ex.
Same-property operating expenses:
Real estate taxes $ 44,910 $ 43,257 3.8 % 37.0 %
Utilities 24,186 22,887 5.7 % 19.9 %
Personnel costs 22,828 22,234 2.7 % 18.8 %
Maintenance and repairs 13,151 14,299 -8.0 % 10.8 %
Administrative 7,347 7,040 4.4 % 6.1 %
Insurance and other 8,999 6,477 38.9 % 7.4 %
Total same-property operating expenses $ 121,421 $ 116,194 4.5 % 100.0 %
YTD 2024 YTD 2023 % Change % of Op. Ex.
--- --- --- --- --- --- --- --- --- --- ---
Same-property operating expenses:
Real estate taxes $ 89,762 $ 87,850 2.2 % 36.7 %
Utilities 49,885 46,426 7.5 % 20.4 %
Personnel costs 45,774 44,370 3.2 % 18.7 %
Maintenance and repairs 27,565 28,474 -3.2 % 11.3 %
Administrative 14,447 13,682 5.6 % 5.9 %
Insurance and other 17,448 12,934 34.9 % 7.0 %
Total same-property operating expenses $ 244,881 $ 233,736 4.8 % 100.0 %

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-10


E S S E X  P R O P E R T Y  T R U S T, I N C.

Capital Expenditures - June 30, 2024 ^(1)^

(Dollars in thousands, except in footnotes and per apartment home amounts)


Revenue Generating Capital Expenditures^(2)^ Q2 '24 Trailing 4<br><br> <br>Quarters
Same-property portfolio $ 11,293 $ 49,185
Non-same property portfolio 153 1,108
Total revenue generating capital expenditures $ 11,446 $ 50,293
Number of same-property interior renovations 200 1,352
Number of total consolidated interior renovations 203 1,374
Non-Revenue Generating Capital Expenditures ^(3)^ Q2 '24 Trailing 4<br><br> <br>Quarters
--- --- --- --- ---
Non-revenue generating capital expenditures $ 34,079 $ 137,064
Average apartment homes in quarter 53,181 52,160
Capital expenditures per apartment homes in the quarter $ 641 $ 2,628
^(1)^ The Company incurred $0.1 million of capitalized interest, $4.9 million of capitalized overhead and $0.2 million of co-investment fees related to redevelopment in Q2 2024.
--- ---
^(2)^ Represents revenue generating or expense saving expenditures, such as full-scale redevelopments, interior unit turn renovations, enhanced amenities and certain resource management<br> initiatives. Excludes costs related to smart home automation.
--- ---
^(3)^ Represents roof replacements, paving, building and mechanical systems, exterior painting, siding, etc. Non-revenue generating capital expenditures does not include costs related to retail,<br> furniture and fixtures, expenditures in which the Company has been reimbursed or expects to be reimbursed, and expenditures incurred due to changes in governmental regulation that the Company would not have incurred otherwise.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-11


E S S E X  P R O P E R T Y  T R U S T, I N C.

Co-investments and Preferred Equity Investments - June 30, 2024

(Dollars in thousands, except in footnotes)


Weighted<br><br> <br>Average<br><br> <br>Essex<br><br> <br>Ownership<br><br> <br>Percentage Apartment<br><br> <br>Homes Total<br><br> <br>Undepreciated<br><br> <br>Book<br><br> <br>Value Debt<br><br> <br>Amount Essex<br><br> <br>Book Value Weighted<br><br> <br>Average<br><br> <br>Borrowing<br><br> <br>Rate^(1)^ Remaining<br><br> <br>Term of Debt<br><br> <br>(in Years) Three Months<br><br> <br>Ended<br><br> <br>June 30,<br><br> <br>2024 Six Months<br><br> <br>Ended<br><br> <br>June 30,<br><br> <br>2024
Operating and Other Non-Consolidated Joint Ventures NOI
Wesco I, III, IV, V, VI ^(2)^ 54% 5,976 $ 2,161,592 $ 1,435,833 $ 139,728 3.5 % 2.3 $ 30,042 $ 59,339
BEXAEW ^(3)^, BEX II, BEX IV, and 500 Folsom 50% 1,603 942,192 325,025 211,582 4.8 % 12.5 9,186 25,026
Other ^(4)^ 51% 1,631 672,023 497,025 83,161 4.6 % 7.7 8,809 17,268
Total Operating and Other Non-Consolidated Joint Ventures 9,210 $ 3,775,807 $ 2,257,883 $ 434,471 3.9 % 5.0 $ 48,037 $ 101,633
Essex Portion of NOI and<br><br> <br>Expenses
NOI $ 25,914 $ 54,551
Depreciation (17,380 ) (35,850 )
Interest expense and other, net (10,856 ) (24,575 )
Equity (loss) income from non-core co-investments (143 ) 5,727
Insurance reimbursements, legal settlements, and other, net 6 24
Co-investment promote income - 1,531
Net income from operating and other co-investments $ (2,459 ) $ 1,408
Weighted<br><br> <br>Average<br><br> <br>Preferred<br><br> <br>Return Weighted<br><br> <br>Average<br><br> <br>Expected<br><br> <br>Term Income from Preferred Equity<br><br> <br>Investments
Income from preferred equity investments $ 12,111 $ 24,336
Impairment loss from unconsolidated co-investment - (3,726 )
Preferred Equity Investments^(5)^ $ 538,562 9.7 % 1.7 $ 12,111 $ 20,610
Total Co-investments $ 973,033 $ 9,652 $ 22,018
^(1)^ Represents the year-to-date annual weighted average borrowing rate.
--- ---
^(2)^ As of June 30, 2024, the Company’s investments in Wesco I, Wesco III, and Wesco IV were classified as a liability of $63.6 million due to distributions received in excess of the Company's<br> investment.
--- ---
^(3)^ In March 2024, the Company acquired BEXAEW LLC's 49.9% interest in four communities totaling 1,480 apartment homes. The NOI included in the six months ended June 30, 2024 represents the<br> Company’s pro-rata share prior to the acquisition.
--- ---
^(4)^ As of June 30, 2024, the Company’s investments in Expo and Century Towers were classified as a liability of $4.7 million due to distributions received in excess of the Company's investment.<br> The weighted average Essex ownership percentage excludes our investments in non-core technology co-investments which are carried at fair value.
--- ---
^(5)^ As of June 30, 2024, the Company has invested in 23 preferred equity investments.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-12


E S S E X  P R O P E R T Y  T R U S T, I N C.

Assumptions for 2024 FFO Guidance Range

(Dollars in thousands, except per share data)


The guidance projections below are based on current expectations and are forward-looking. The guidance on this page is given for Net Operating Income ("NOI") and Total and Core FFO. See pages S-17.1 to S-17.4 for the definitions of non-GAAP financial measures and other terms.

Six Months Ended 2024 Full-Year Guidance Range
June 30, 2024 ^(1)^ Low End High End Comments about 2024 Full-Year Guidance
Total NOI from Consolidated Communities $ 612,098 $ 1,229,500 $ 1,242,500 Includes a range of same-property NOI growth of 1.8% to 2.8%.  Reflects acquisitions completed through July
Management Fees 5,286 10,100 10,700
Interest Expense
Interest expense, before capitalized interest (113,735 ) (229,900 ) (228,900 ) Updated to reflect investment activity
Interest capitalized 107 100 300
Net interest expense (113,628 ) (229,800 ) (228,600 )
Recurring Income and Expenses
Interest and other income 18,685 27,100 28,100
FFO from co-investments 54,312 105,100 106,300 Reflects updated timing of preferred equity redemptions and includes investment activity through July
General and administrative (29,860 ) (58,100 ) (59,200 )
Corporate-level property management expenses (23,854 ) (47,700 ) (48,300 )
Non-controlling interest (6,391 ) (13,200 ) (12,600 )
Total recurring income and expenses 12,892 13,200 14,300
Non-Core Income and Expenses
Expensed acquisition and investment related costs (68 ) (68 ) (68 )
Tax benefit on unconsolidated co-investments 758 758 758
Realized and unrealized gains on marketable securities, net 4,948 4,948 4,948
Provision for credit losses (66 ) (66 ) (66 )
Equity income from non-core co-investments 5,727 5,727 5,727
Co-Investment promote income 1,531 1,531 1,531
General and administrative and other, net (8,447 ) (20,000 ) (20,000 )
Insurance reimbursements, legal settlements, and other, net 43,300 43,300 43,300
Total non-core income and expenses 47,683 36,130 36,130
Funds from Operations ^(2)^ $ 564,331 $ 1,059,130 $ 1,075,030
Funds from Operations per diluted Share $ 8.49 $ 15.93 $ 16.17
% Change - Funds from Operations 10.5 % 4.5 % 6.1 %
Core Funds from Operations (excludes non-core items) $ 516,648 $ 1,023,000 $ 1,038,900
Core Funds from Operations per diluted Share $ 7.77 $ 15.38 $ 15.62
% Change - Core Funds from Operations 4.7 % 2.3 % 3.9 %
EPS - Diluted $ 5.69 $ 8.23 $ 8.47
Weighted average shares outstanding - FFO calculation 66,478 66,500 66,500
^(1)^ All non-core items are excluded from the 2024 actuals and included in the non-core income and expense section of the FFO reconciliation.
--- ---
^(2)^ 2024 guidance excludes inestimable projected gain on sale of marketable securities, loss on early retirement of debt, political/legislative costs, and promote income until they are realized<br> within the reporting period presented in the report.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-13


E S S E X  P R O P E R T Y  T R U S T, I N C.

Reconciliation of Projected EPS, FFO and Core FFO per diluted share


With respect to the Company's guidance regarding its projected FFO and Core FFO, which guidance is set forth in the earnings release and on page S-13 of this supplement, a reconciliation of projected net income per share to projected FFO per share and projected Core FFO per share, as set forth in such guidance, is presented in the table below.

2024 Guidance Range ^(1)^
Six Months
Ended June 30, 3rd Quarter 2024 Full-Year 2024
2024 Low High Low High
EPS - diluted $ 5.69 $ 1.28 $ 1.40 $ 8.23 $ 8.47
Conversion from GAAP share count (0.19 ) (0.05 ) (0.05 ) (0.28 ) (0.28 )
Impairment loss from unconsolidated co-investments 0.06 - - 0.06 0.06
Depreciation and amortization 4.83 2.45 2.45 9.73 9.73
Noncontrolling interest related to Operating Partnership units 0.18 0.04 0.04 0.27 0.27
Gain on remeasurement of co-investment (2.08 ) - - (2.08 ) (2.08 )
FFO per share - diluted $ 8.49 $ 3.72 $ 3.84 $ 15.93 $ 16.17
Expensed acquisition and investment related costs - - - - -
Tax benefit on unconsolidated co-investments (0.01 ) - - (0.01 ) (0.01 )
Realized and unrealized gains on marketable securities, net (0.07 ) - - (0.07 ) (0.07 )
Provision for credit losses - - - - -
Equity income from non-core co-investments (0.09 ) - - (0.09 ) (0.09 )
Co-Investment promote income (0.02 ) - - (0.02 ) (0.02 )
General and administrative and other, net 0.12 0.09 0.09 0.29 0.29
Insurance reimbursements, legal settlements, and other, net (0.65 ) - - (0.65 ) (0.65 )
Core FFO per share - diluted $ 7.77 $ 3.81 $ 3.93 $ 15.38 $ 15.62
^(1)^ 2024 guidance excludes inestimable projected gain on sale of real estate and land, gain on sale of marketable securities, loss on early retirement of debt, political/legislative costs, and<br> promote income until they are realized within the reporting period presented in the report.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-13.1


ESSEX PROPERTY TRUST, INC.   Components to Full-Year 2024E Same-Property Revenue Growth  See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information  S-13.2  Driven by better-than-expected   blended rent growth  Original  Blended Rent Outlook  1.5%  Revised Blended Rent Outlook  2.5%  The Company increased the midpoint of its 2024 same-property revenue growth guidance by 75 basis points to 3.0%.   The increase was primarily driven by better-than-expected blended rent growth year-to-date through July. As such, the Company increased its blended rent growth outlook by 100 basis points to 2.5%.


E S S E X  P R O P E R T Y  T R U S T, I N C.

Summary of Apartment Community Acquisitions and Dispositions Activity - Year to date as of June 30, 2024

(Dollars in thousands, except for average monthly rent)


Acquisitions Essex Total
Apartment Ownership Contract Price per Average
Property Name Location Homes Percentage Entity Date Price Apartment Home ^(1)^ Monthly Rent
BEXAEW Portfolio ^(2)^ Various 1,480 100% EPLP Mar-24 $ 251,995 $ 341 $ 2,375
Q1 2024 1,480 $ 251,995 $ 341
Maxwell Sunnyvale ^(3)^ Sunnyvale, CA 75 100% EPLP Apr-24 $ 46,600 $ 621 $ 3,712
ARLO Mountain View Mountain View, CA 164 100% EPLP May-24 101,100 $ 592 $ 3,799
Q2 2024 239 $ 147,700 $ 601
2024 Total 1,719 $ 399,695 $ 377
^(1)^ Price per apartment home excludes value allocated to retail space.
--- ---
^(2)^ In March 2024, the Company acquired its joint venture partner's 49.9% interest in the BEWAEW portfolio comprising four communities totaling 1,480 apartment homes, for a total purchase<br> price of $505.0 million on a gross basis.
--- ---
^(3)^ In April 2024, the Company accepted the third-party sponsor’s common equity interest affiliated with its $14.7 million preferred equity investment and acquired Maxwell Sunnyvale based<br> on a property valuation of $46.6 million.
--- ---

Dispositions

Neither Essex nor its unconsolidated joint ventures sold any apartment communities during the first and second quarters of 2024.


See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-14


E S S E X  P R O P E R T Y  T R U S T, I N C.

Same-Property Delinquencies, Operating Statistics, and Revenue Growth with Concessions on a GAAP basis

(Dollars in millions, except in footnotes and per share amounts)


Same-Property Delinquencies - Second Quarter 2024 vs. 2023 and July 2024 Same-Property Cash Delinquencies as % of Scheduled Rent, by Region
Preliminary<br><br> <br>July 2024 Q2<br><br> <br>2024 Q2<br><br> <br>2023 Preliminary<br><br> <br>July 2024 Q2<br><br> <br>2024
Gross delinquencies as % of scheduled rent, excluding rental assistance 0.8% 1.0% 2.1% Southern California, excl. Los Angeles 0.9% 0.6%
Northern California, excl. Alameda 0.2% 0.4%
Rental assistance funds as % of scheduled rent ^(1)^ 0.0% -0.1% -0.1% Seattle 0.7% 0.8%
Los Angeles & Alameda Counties ^(3)^ 1.3% 1.9%
Cash delinquencies as % of scheduled rent, including rental assistance ^(2)^ 0.8% 0.9% 2.0% Total Same-Property Portfolio ^(1)(2)^ 0.8% 0.9%
(1) The Company's same-property portfolio received Emergency Rental Assistance payments of less than $0.1 million and $0.5 million for preliminary July 2024 and the three months ended June 30,<br> 2024, respectively. This compares to $0.4 million for the three months ended June 30, 2023.
--- ---
^(2)^ Represents same-property portfolio delinquencies as a percentage of scheduled rent reflected in the financial statements.
--- ---
^(3)^ Eviction protections for the city and county of Los Angeles ended on April 1, 2023, and Alameda county protections ended on April 29, 2023.
--- ---
Same-Property Operating Statistics Same-Property Revenue Growth with Concessions on a GAAP basis
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Preliminary<br><br> <br>July 2024 Q2<br><br> <br>2024 Q2<br><br> <br>2024 Q2<br><br> <br>2023 YTD<br><br> <br>2024 YTD<br><br> <br>2023
New lease rates ^(1)^ 1.8% 1.7% Reported rental revenue ^(1)^ $ 414.8 $ 401.1 $ 824.7 $ 796.6
Renewal rates ^(1)^ 4.2% 4.6% Straight-line rent impact to rental revenue (0.5 ) (0.6 ) (0.6 ) -
Blended rates 3.2% 3.4% GAAP rental revenue $ 414.3 $ 400.5 $ 824.1 $ 796.6
Financial occupancy 96.2% 96.2% % change - reported rental revenue 3.4 % 3.5 %
Same-Property Operating Statistics, Excl. Los<br> Angeles and Alameda Counties^(2)^ % change - GAAP rental revenue 3.5 % 3.5 %
Preliminary<br><br> <br>July 2024 Q2<br><br> <br>2024
New lease rates ^(1)^ 3.5% 3.6%
Renewal rates ^(1)^ 4.8% 5.0%
Blended rates 4.2% 4.5%
Financial occupancy 96.7% 96.5%
^(1)^    Represents the percentage change in similar term lease tradeouts, including the<br><br> <br>impact of leasing incentives. ^(1)^    Same-property rental revenue reflects concessions on a cash basis.
^(2)^    Excludes Los Angeles and Alameda counties, which are most impacted by<br> elevated<br><br> <br>delinquency related turnover, to illustrate the Company's same-property portfolio performance<br><br> <br>outside of these regions.

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-15


Data based on Essex Data Analytics forecasts and third-party projections.  Residential Supply: Total supply includes the Company's estimate of multifamily (“MF”) deliveries of properties with 50+ units and excludes student, senior and 100% affordable housing communities. Multifamily estimates incorporate a methodological enhancement ("delay-adjusted supply") to reflect the anticipated impact of continued construction delays in Essex markets. Single-family (“SF”) estimates are based on trailing single-family permits.                                         Residential Supply Forecast (1)         Residential Supply Forecast (1)           2023A     2024E  Market     Total   MF/SF  Supply  Total  Supply as a % of Stock     Multifamily Supply  Total   MF/SF  Supply  Total  Supply as a % of Stock                       Los Angeles     19,400  0.5%     8,100  16,300  0.4%  Orange County     5,300  0.5%     1,400  3,700  0.3%  San Diego     5,800  0.5%     4,200  6,900  0.6%  Ventura     600  0.2%     800  1,100  0.4%  Southern California     31,100  0.5%     14,500  28,000  0.4%                       San Francisco     2,200  0.3%     1,800  2,300  0.3%  Oakland     5,300  0.5%     1,900  4,000  0.4%  San Jose     3,900  0.5%     2,400  4,400  0.6%  Northern California 11,400  0.4%     6,100  10,700  0.4%                       Seattle     9,700  0.7%     10,900  14,600  1.1%                       Total        52,200  0.5%     31,500  53,300  0.5%  ESSEX PROPERTY TRUST, INC.                                MSA Level Supply Forecast: 2023A – 2024E                                                        See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information  S-16


ESSEX PROPERTY TRUST, INC.                                Improving Net Domestic Migration Trends Support West Coast Housing Demand                                                        See Company’s Form 10-K and Form 10-Qs filed with the SEC for additional information  S-16.1  Net domestic migration patterns in the Essex markets have reversed course from COVID-era trends and have steadily improved since 2021.  Northern California has been a key benefactor of improving West Coast migration trends, with net domestic migration turning positive in March 2024.  Source: Placer.ai  East Coast markets include: Boston, New York, and Washington D.C.  Sunbelt markets include: Atlanta, Austin, Charlotte, Dallas, Houston, Miami, Nashville, Orlando, Phoenix, Raleigh, and Tampa.   (1)  (2)


E S S E X  P R O P E R T Y  T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms


Adjusted EBITDAre Reconciliation

The National Association of Real Estate Investment Trusts ("NAREIT”) defines earnings before interest, taxes, depreciation and amortization for real estate ("EBITDAre") (September 2017 White Paper) as net income (computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP")) before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, impairment write-downs of depreciated operating properties, impairment write-downs of investments in unconsolidated entities caused by a decrease in value of depreciated operating properties within the joint venture and adjustments to reflect the Company’s share of EBITDAre of investments in unconsolidated entities.

The Company believes that EBITDAre is useful to investors, creditors and rating agencies as a supplemental measure of the Company’s ability to incur and service debt because it is a recognized measure of performance by the real estate industry, and by excluding gains or losses related to sales or impairment of depreciated operating properties, EBITDAre can help compare the Company’s credit strength between periods or as compared to different companies.

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and is a component of the credit ratio, "Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized," presented on page S-6, in the section titled "Selected Credit Ratios," and it is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

Adjusted EBITDAre is an important metric in evaluating the credit strength of the Company and its ability to service its debt obligations.  The Company believes that Adjusted EBITDAre is useful to investors, creditors and rating agencies because it allows investors to compare the Company’s credit strength to prior reporting periods and to other companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual credit quality.

EBITDAre and Adjusted EBITDAre are not recognized measurements under U.S. GAAP. Because not all companies use identical calculations, the Company's presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

The reconciliations of Net Income available to common stockholders to EBITDAre and Adjusted EBITDAre are presented in the table below:

Three
Months Ended
June 30,
(Dollars in thousands) 2024
Net income available to common stockholders $ 92,914
Adjustments:
Net income attributable to noncontrolling interest 6,072
Interest expense, net ^(1)^ 58,491
Depreciation and amortization 145,613
Income tax provision 5
Co-investment EBITDAre adjustments 28,845
EBITDAre 331,940
Realized and unrealized gains on marketable securities, net (1,597 )
Provision for credit losses 19
Equity loss from non-core co-investments 143
Tax benefit on unconsolidated co-investments (807 )
General and administrative and other, net 5,906
Insurance reimbursements and legal settlements, and other, net (486 )
Adjusted EBITDAre $ 335,118
^(1)^ Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.1


E S S E X  P R O P E R T Y  T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms


Disposition Yield

Net operating income that the Company anticipates giving up in the next 12 months less an estimate of property management costs allocated to the project divided by the gross sales price of the asset.

Acquisition Yield

Net operating income that the Company expects to achieve in the next 12 months less an estimate of property management costs allocated to the project and less an estimate for capital expenditures per unit divided by the gross sales price of the asset.

Encumbered

Encumbered means any mortgage, deed of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind.

Funds From Operations ("FFO") and Core FFO

FFO, as defined by NAREIT, is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results.

FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. GAAP and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT's operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or financing activities as defined under GAAP. Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

The reconciliations of diluted FFO and Core FFO are detailed on page S-3 in the section titled "Consolidated Funds From Operations".

Interest Expense, Net

Interest expense, net is presented on page S-1 in the section titled "Consolidated Operating Results". Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges and is presented in the table below:

Three Six
Months Ended Months Ended
June 30, June 30,
(Dollars in thousands) 2024 2024
Interest expense $ 59,120 $ 115,053
Adjustments:
Total return swap income (629 ) (1,425 )
Interest expense, net $ 58,491 $ 113,628

Immediately Available Liquidity

The Company's immediately available liquidity as of July 26, 2024, consisted of the following:

July 26,
(Dollars in millions) 2024
Unsecured credit facility - committed $ 1,275
Balance outstanding 264
Undrawn portion of line of credit $ 1,011
Cash, cash equivalents & marketable securities 115
Total liquidity $ 1,126

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.2


E S S E X  P R O P E R T Y  T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms


Net Indebtedness Divided by Adjusted EBITDAre

This credit ratio is presented on page S-6 in the section titled "Selected Credit Ratios." This credit ratio is calculated by dividing net indebtedness by Adjusted EBITDAre, as annualized based on the most recent quarter, and adjusted for estimated net operating income from properties acquired or disposed of during the quarter. This ratio is presented by the Company because it provides rating agencies and investors an additional means of comparing the Company's ability to service debt obligations to that of other companies. Net indebtedness is total debt, net less unamortized premiums, discounts, debt issuance costs, unrestricted cash and cash equivalents, and marketable securities. The reconciliation of Adjusted EBITDAre is set forth in "Adjusted EBITDAre Reconciliation" on page S-17.1 The calculation of this credit ratio and a reconciliation of net indebtedness to total debt at pro rata share for co-investments, net is presented in the table below:

June 30,
(Dollars in thousands) 2024
Total consolidated debt, net $ 6,282,856
Total debt from co-investments at pro rata share 1,160,303
Adjustments:
Consolidated unamortized premiums, discounts, and debt issuance costs 34,794
Pro rata co-investments unamortized premiums, discounts, and debt issuance costs 4,466
Consolidated cash and cash equivalents-unrestricted (55,223 )
Pro rata co-investment cash and cash equivalents-unrestricted (35,644 )
Marketable securities (84,291 )
Net Indebtedness $ 7,307,261
Adjusted EBITDAre, annualized ^(1)^ $ 1,340,472
Other EBITDAre normalization adjustments, net, annualized ^(2)^ 2,970
Adjusted EBITDAre, normalized and annualized $ 1,343,442
Net Indebtedness Divided by Adjusted EBITDAre, normalized and annualized 5.4
^(1)^ Based on the amount for the most recent quarter, multiplied by four.
--- ---
^(2)^ Adjustments made for properties in lease-up, acquired, or disposed during the most recent quarter and other partial quarter activity, multiplied by four.
--- ---

Net Operating Income ("NOI") and Same-Property NOI Reconciliations

NOI and same-property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of 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. 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.

In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, 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 revenues less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented:

Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
(Dollars in thousands) 2024 2023 2024 2023
Earnings from operations $ 137,450 $ 134,832 $ 269,809 $ 322,217
Adjustments:
Corporate-level property management expenses 12,123 11,451 23,854 22,883
Depreciation and amortization 145,613 136,718 285,346 273,065
Management and other fees from affiliates (2,573 ) (2,778 ) (5,286 ) (5,543 )
General and administrative 21,136 13,813 38,307 29,124
Expensed acquisition and investment related costs - 5 68 344
Casualty loss - - - 433
Gain on sale of real estate and land - - - (59,238 )
NOI 313,749 294,041 612,098 583,285
Less: Non-same property NOI (20,325 ) (9,170 ) (32,315 ) (20,436 )
Same-Property NOI $ 293,424 $ 284,871 $ 579,783 $ 562,849

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.3


E S S E X  P R O P E R T Y  T R U S T, I N C.

Reconciliations of Non-GAAP Financial Measures and Other Terms


Public Bond Covenants

Public Bond Covenants refer to certain covenants set forth in instruments governing the Company's unsecured indebtedness. These instruments require the Company 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 the Company's ability to expand or fully pursue its business strategies. The Company's ability to comply with these covenants may be affected by changes in the Company's operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting it. The breach of any of these covenants could result in a default under the Company's indebtedness, which could cause those and other obligations to become due and payable. If any of the Company's indebtedness is accelerated, the Company may not be able to repay it. For risks related to failure to comply with these covenants, see "Item 1A: Risk Factors - Risks Related to Our Indebtedness and Financings" in the Company's annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission ("SEC").

The ratios set forth on page S-6 in the section titled "Public Bond Covenants" are provided only to show the Company's compliance with certain specified covenants that are contained in indentures related to the Company's issuance of Senior Notes, which indentures are filed by the Company with the SEC. See, for example, the indenture and supplemental indenture dated March 14, 2024, filed by the Company as Exhibit 4.1 and Exhibit 4.2 to the Company's Form 8-K, filed on March 14, 2024. These ratios should not be used for any other purpose, including without limitation to evaluate the Company's financial condition or results of operations, nor do they indicate the Company's covenant compliance as of any other date or for any other period. The capitalized terms in the disclosure are defined in the indentures filed by the Company with the SEC and may differ materially from similar terms used by other companies that present information about their covenant compliance.

Secured Debt

Secured Debt means debt of the Company or any of its subsidiaries which is secured by an encumbrance on any property or assets of the Company or any of its subsidiaries. The Company's total amount of Secured Debt is set forth on page S-5.

Unencumbered NOI to Adjusted Total NOI

This ratio is presented on page S-6 in the section titled "Selected Credit Ratios". Unencumbered NOI means the sum of NOI for those real estate assets which are not subject to an encumbrance securing debt. The ratio of Unencumbered NOI to Adjusted Total NOI for the three months ended June 30, 2024, annualized, is calculated by dividing Unencumbered NOI, annualized for the three months ended June 30, 2024 and as further adjusted for pro forma NOI for properties acquired or sold during the recent quarter, by Adjusted Total NOI as annualized. The calculation and reconciliation of NOI is set forth in "Net Operating Income ("NOI") and Same-Property NOI Reconciliations" above. This ratio is presented by the Company because it provides rating agencies and investors an additional means of comparing the Company's ability to service debt obligations to that of other companies.

The calculation of this ratio is presented in the table below:

Annualized
(Dollars in thousands) Q2 '24 ^(1)^
NOI $ 1,254,996
Adjustments:
NOI from real estate assets sold or held for sale -
Other, net^(2)^ (5,848 )
Adjusted Total NOI 1,249,148
Less: Encumbered NOI (93,263 )
Unencumbered NOI $ 1,155,885
Encumbered NOI $ 93,263
Unencumbered NOI 1,155,885
Adjusted Total NOI $ 1,249,148
Unencumbered NOI to Adjusted Total NOI 93 %
^(1)^ This table is based on the amounts for the most recent quarter, multiplied by four.
--- ---
^(2)^ Includes intercompany eliminations pertaining to self-insurance and other expenses.
--- ---

See Company's Form 10-K and Form 10-Qs filed with the SEC for additional information

S-17.4