ESSEX PROPERTY TRUST, INC. - FORM 8-K - EX-99.2 - EXHIBIT 99.2

Attached files

file	filename
EX-99.1 - EXHIBIT 99.1 - ESSEX PROPERTY TRUST, INC.	s001525x1_ex99-1.htm
8-K - FORM 8-K - ESSEX PROPERTY TRUST, INC.	s001525x1_8k.htm

Exhibit 99.2

Q4 2016 Supplemental
Table of Contents

	Page(s)
Consolidated Operating Results	S-1 – S-2
Consolidated Funds From Operations	S-3
Consolidated Balance Sheets	S-4
Debt Summary – December 31, 2016	S-5
Capitalization Data, Public Bond Covenants, Credit Ratings, and Selected Credit Ratios – December 31, 2016	S-6
Portfolio Summary by County – December 31, 2016	S-7
Operating Income by Quarter – December 31, 2016	S-8
Same-Property Revenue Results by County – Quarters ended December 31, 2016 and 2015, and September 30, 2016	S-9
Same-Property Revenue Results by County – Years ended December 31, 2016 and 2015	S-9.1
Same-Property Operating Expenses	S-10
Development Pipeline – December 31, 2016	S-11
Redevelopment Pipeline – December 31, 2016	S-12
Capital Expenditures – December 31, 2016	S-12.1
Co-Investments – December 31, 2016	S-13
Assumptions for 2017 FFO Guidance Range	S-14
Summary of Apartment Community Acquisitions and Dispositions Activity	S-15
2017 MSA Level Forecast: Supply, Jobs and Apartment Market Conditions	S-16
Reconciliations of Non-GAAP Financial Measures and Other Terms	S-17.1 – S-17.4

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

Consolidated Operating Results	Three Months Ended						Twelve Months Ended
(Dollars in thousands, except share and per share amounts)	December 31,						December 31,
	2016			2015			2016			2015

Revenues:
Rental and other property	$	326,905		$	308,646		$	1,285,723		$	1,185,498
Management and other fees		2,133			2,100			8,278			8,909
		329,038			310,746			1,294,001			1,194,407

Expenses:
Property operating		98,997			92,141			388,927			363,508
Depreciation and amortization		111,835			116,477			441,682			453,423
General and administrative		12,224			8,867			40,751			40,090
Merger and integration expenses		-			-			-			3,798
Acquisition and investment related costs		462			1,057			1,841			2,414
		223,518			218,542			873,201			863,233
Earnings from operations		105,520			92,204			420,800			331,174

Interest expense, net ⁽¹⁾		(52,291	)		(50,771	)		(207,938	)		(199,172	)
Interest and other income		7,745			4,323			27,305			19,143
Equity income from co-investments		9,766			5,899			48,698			21,861
Loss on early retirement of debt		(395	)		(6,114	)		(606	)		(6,114	)
Gain on sale of real estate and land		134,303			40,221			154,561			47,333
Deferred tax expense on gain on sale of real estate and land		(131	)		-			(4,410	)		-
Gain on remeasurement of co-investment		-			-			-			34,014
Net income		204,517			85,762			438,410			248,239
Net income attributable to noncontrolling interest		(8,948	)		(4,824	)		(23,431	)		(16,119	)
Net income attributable to controlling interest		195,569			80,938			414,979			232,120
Dividends to preferred stockholders		-			(1,314	)		(1,314	)		(5,255	)
Excess of redemption value of preferred stock over the carrying value		-			-			(2,541	)		-
Net income available to common stockholders	$	195,569		$	79,624		$	411,124		$	226,865

Net income per share - basic	$	2.98		$	1.22		$	6.28		$	3.50

Shares used in income per share - basic		65,520,788			65,336,773			65,471,540			64,871,717

Net income per share - diluted	$	2.98		$	1.22		$	6.27		$	3.49

Shares used in income per share - diluted		65,829,180			65,519,438			65,587,816			65,061,685

⁽¹⁾	Refer to page S-17.2, the section titled “Interest Expense, Net” for additional information.

See Company’s 10-K and 10-Q for additional disclosures

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	Three Months Ended				Twelve Months Ended
Selected Line Item Detail	December 31,				December 31,
(Dollars in thousands)	2016		2015		2016		2015

Rental and other property
Rental	$	305,220	$	288,119	$	1,201,995	$	1,108,758
Other property		21,685		20,527		83,728		76,740
Rental and other property	$	326,905	$	308,646	$	1,285,723	$	1,185,498

Property operating expenses
Real estate taxes	$	34,622	$	30,734	$	139,162	$	128,555
Administrative and insurance		19,954		18,765		78,887		74,868
Maintenance and repairs		20,385		20,352		76,258		73,002
Utilities		16,518		15,988		64,354		62,196
Property management		7,518		6,302		30,266		24,887
Property operating expenses	$	98,997	$	92,141	$	388,927	$	363,508


Interest and other income
Marketable securities and other interest income	$	4,353	$	4,323	$	16,996	$	14,475
Gain on sale of marketable securities and other investments		2,843		-		5,719		598
Insurance reimbursements, legal settlements and other		549		-		4,590		4,070
Interest and other income	$	7,745	$	4,323	$	27,305	$	19,143

Equity income from co-investments
Equity income from co-investments	$	4,458	$	3,541	$	19,269	$	9,716
Income from preferred equity investments		5,308		2,358		16,383		9,999
Gain on sale of co-investment communities		-		-		13,046		-
Co-investment promote income		-		-		-		192
Income from early redemption of preferred equity investments		-		-		-		1,954
Equity income from co-investments	$	9,766	$	5,899	$	48,698	$	21,861

Noncontrolling interest
Limited partners of Essex Portfolio, L.P.	$	6,632	$	2,710	$	14,089	$	7,824
DownREIT limited partners’ distributions		1,423		1,297		5,705		5,191
Third-party ownership interest		893		817		3,637		3,104
Noncontrolling interest	$	8,948	$	4,824	$	23,431	$	16,119

See Company’s 10-K and 10-Q for additional disclosures

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⁾	Three Months Ended								Twelve Months Ended
(Dollars in thousands, except share and per share amounts and in footnotes)	December 31,								December 31,
	2016			2015			% Change		2016			2015			% Change

Funds from operations attributable to common stockholders and unitholders (FFO)
Net income available to common stockholders	$	195,569		$	79,624				$	411,124		$	226,865
Adjustments:
Depreciation and amortization		111,835			116,477					441,682			453,423
Gains not included in FFO		(134,303	)		(40,221	)				(167,607	)		(81,347	)
Deferred tax expense on gain on sale of real estate and land - Taxable REIT Subsidiary activity		131			-					4,410			-
Depreciation add back from unconsolidated co-investments		13,619			13,004					50,956			49,826
Noncontrolling interest related to Operating Partnership units		6,632			2,710					14,089			7,824
Insurance reimbursements ⁽²⁾		-			-					-			(1,751	)
Depreciation attributable to third party ownership and other ⁽³⁾		(6	)		(28	)				(9	)		(781	)
Funds from operations attributable to common stockholders and unitholders	$	193,477		$	171,566				$	754,645		$	654,059
FFO per share-diluted	$	2.85		$	2.53			12.6%	$	11.12		$	9.72			14.4%

Components of the change in FFO
Non-core items:
Merger and integration expenses	$	-		$	-				$	-		$	3,798
Acquisition and investment related costs		462			1,057					1,841			2,414
Gain on sale of marketable securities and other investments		(2,843	)		-					(5,719	)		(598	)
Interest rate hedge ineffectiveness⁽⁴⁾		(250	)		-					(250	)		-
Loss on early retirement of debt		395			6,114					606			6,114
Co-investment promote income		-			-					-			(192	)
Income from early redemption of preferred equity investments		-			-					-			(1,954	)
Excess of redemption value of preferred stock over the carrying value		-			-					2,541			-
Insurance reimbursements, legal settlements, and other, net		(429	)		(444	)				(4,470	)		(2,970	)
Core funds from operations attributable to common stockholders and unitholders		190,812			178,293					749,194			660,671
Core FFO per share-diluted	$	2.81		$	2.63			6.8%	$	11.04		$	9.82			12.4%

Changes in core items:
Same-property NOI	$	13,202							$	58,192
Non-same property NOI		(1,799	)							17,364
Management and other fees, net		33								(256	)
FFO from co-investments		4,482								16,899
Interest and other income		150								2,641
Interest expense		(1,270	)							(8,516	)
General and administrative		(2,913	)							(217	)
Other items, net		634								2,416
	$	12,519							$	88,523

Weighted average number of shares outstanding diluted ⁽⁵⁾		67,915,332			67,785,975					67,889,505			67,310,148

⁽¹⁾	Refer to page S-17.1, the section titled “Funds from Operations (“FFO”)” for additional information on the Company’s definition and use of FFO and Core FFO.

⁽²⁾	Insurance reimbursements for replacement costs related to a flood at one of our properties.

⁽³⁾	The Company consolidates Hidden Valley and Hillsdale Garden Apartments. Noncontrolling interest’s share of net operating income in these investments for the three and twelve months ended December 31, 2016 was $1.1 million and $4.2 million respectively.

⁽⁴⁾

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.

⁽⁵⁾

Assumes conversion of all 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.

See Company’s 10-K and 10-Q for additional disclosures

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)
	December 31, 2016			December 31, 2015

Real Estate:
Land and land improvements	$	2,559,743		$	2,522,842
Buildings and improvements		10,116,563			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 development		190,505			242,326
Co-investments		1,161,275			1,036,047
Real estate held for sale, net		101,957			26,879
		11,818,497			11,686,829
Cash and cash equivalents, including restricted		170,302			123,055
Marketable securities		139,189			137,485
Notes and other receivables		40,970			19,285
Prepaid expenses and other assets⁽¹⁾		48,450			41,730
Total assets	$	12,217,408		$	12,008,384

Unsecured debt, net	$	3,246,779		$	3,088,680
Mortgage notes payable, net		2,191,481			2,215,077
Lines of credit⁽¹⁾		125,000			15,000
Other liabilities		317,227			307,152
Total liabilities		5,880,487			5,625,909
Redeemable noncontrolling interest		44,684			45,452
Equity:
Common stock		6			6
Cumulative redeemable preferred stock, liquidation value		-			73,750
Additional paid-in capital		7,029,679			7,003,317
Distributions in excess of accumulated earnings		(805,409	)		(797,329	)
Accumulated other comprehensive loss, net		(32,098	)		(42,011	)
Total stockholders’ equity		6,192,178			6,237,733
Noncontrolling interest		100,059			99,290
Total equity		6,292,237			6,337,023

Total liabilities and equity	$	12,217,408		$	12,008,384

⁽¹⁾	Lines of credit exclude unamortized debt issuance costs as of December 31, 2016 and 2015, respectively. Such debt issuance costs are included in prepaid expenses and other assets.

See Company’s 10-K and 10-Q for additional disclosures

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 - December 31, 2016

(Dollars in thousands, except in footnotes)

									Scheduled principal payments, unamortized premiums (discounts) and (debt issuance costs) are as follows - excludes lines of credit:


																				Weighted Average Interest Rate			Percentage of Total Debt
				Weighted Average
	Balance Outstanding			Interest Rate			Maturity in Years				Unsecured			Secured			Total
Unsecured Debt, net
Bonds private - fixed rate	$	315,000			4.5	%		3.6		2017	$	340,000		$	82,796		$	422,796			2.7	%		7.8	%
Bonds public - fixed rate		2,850,000			3.5	%		6.3		2018		-			301,575			301,575			5.3	%		5.6	%
Term loan ⁽¹⁾		100,000			2.3	%		5.1		2019		75,000			576,954			651,954			3.6	%		12.0	%
Unamortized net premiums and debt issuance costs		(18,221	)		-			-		2020		-			693,868			693,868			4.8	%		12.8	%
		3,246,779			3.5	%		6.0		2021		500,000			51,584			551,584			4.3	%		10.2	%
Mortgage Notes Payable, net										2022		400,000			41,355			441,355			3.4	%		8.2	%
Fixed rate - secured		1,866,381			4.7	%		3.3		2023		600,000			846			600,846			3.6	%		11.1	%
Variable rate - secured ⁽²⁾		281,709			1.2	%		19.4		2024		400,000			925			400,925			4.0	%		7.4	%
Unamortized premiums and debt issuance costs		43,391			-			-		2025		500,000			14,611			514,611			3.5	%		9.5	%
Total mortgage notes payable		2,191,481			4.3	%		5.4		2026		450,000			53,593			503,593			3.4	%		9.3	%
										2027		-			164,696			164,696			2.4	%		3.0	%
Unsecured Lines of Credit									Thereafter			-			165,287			165,287			1.4	%		3.1	%
Line of credit ⁽³⁾		125,000			1.8	%			Subtotal			3,265,000			2,148,090			5,413,090			3.8	%		100.0	%
Line of credit ⁽⁴⁾		-			-				Debt Issuance Costs			(18,090	)		(7,422	)		(25,512	)	NA			NA
Total lines of credit		125,000			1.8	%			Premiums/(Discounts)			(131	)		50,813			50,682		NA			NA
									Total		$	3,246,779		$	2,191,481		$	5,438,260			3.8	%		100.0	%
Total debt, net	$	5,563,260			3.8	%

Capitalized interest for the three and twelve months ended December 31, 2016 was approximately $3.1 million and $12.5 million, respectively.

⁽¹⁾

The unsecured term loan has a variable interest rate of LIBOR plus 0.95%. The Company has interest rate swap contracts with an aggregate notional amount of $175 million, $150 million of which relates to forward starting swaps. The remaining $25 million effectively converts the interest rate on $25 million of the $100 million of the term loan to a fixed rate of 2.4%.

⁽²⁾	$281.7 million of variable rate debt is tax exempt to the note holders. $20.7 million is subject to interest rate cap protection agreements.

⁽³⁾

The unsecured line of credit facility aggregates to $1 billion. In January 2017, the line maturity was extended to December 2020 with one 18-month extension, exercisable at the Company’s option. The underlying interest rate on this line is based on a tiered rate structure tied to the Company’s corporate ratings and is currently at LIBOR plus 0.90%.

⁽⁴⁾	The unsecured line of credit facility is $25 million and is scheduled to mature in January 2018. The underlying interest rate on this line is based on a tiered rate structure tied to the Company’s corporate ratings and is currently at LIBOR plus 0.90%.

See Company’s 10-K and 10-Q for additional disclosures

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 - December 31, 2016

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

Capitalization Data

Public Bond Covenants ⁽¹⁾

Actual

Requirement

Total debt, net

5,563,260

Adjusted Debt to Adjusted Total Assets:

38%

< 65%

Common stock and potentially dilutive securities

Common stock outstanding

65,528

Limited partnership units ⁽¹⁾

2,313

Options-treasury method

108

Secured Debt to Adjusted Total Assets:

15%

< 40%

Total shares of common stock and potentially dilutive securities

67,949

Common stock price per share as of December 31, 2016

232.50

Interest Coverage:

390%

> 150%

Total equity capitalization

15,798,143

Total market capitalization

21,361,403

Unsecured Debt Ratio ⁽²⁾:

282%

> 150%

Ratio of debt to total market capitalization

26.0%

Selected Credit Ratios ⁽³⁾

Actual

Credit Ratings

Rating Agency

Rating

Outlook

Net IndebtednessDivided by Adjusted EBITDA:

5.9

Fitch

BBB+

Stable

Moody’s

Baa1

Stable

Unencumbered NOI to Adjusted Total NOI:

67%

Standard & Poor’s

BBB+

Stable

⁽¹⁾

Refer to page S-17.4 for additional information on the Company’s Public Bond Covenants.

⁽¹⁾

Assumes conversion of all outstanding operating partnership interests in the Operating Partnership into shares of the Company’s common stock.

⁽²⁾

Unsecured Debt Ratio is unsecured assets (excluding investments in co-investments) divided by unsecured indebtedness.

⁽³⁾

Refer to pages S-17.1 to S-17.4, the section titled “Reconciliations of Non-GAAP Financial Measures and Other Terms” for additional information on the Company’s Selected Credit Ratios.

See Company’s 10-K and 10-Q for additional disclosures

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 as of December 31, 2016

	Apartment Homes								Average Monthly Rental Rate ⁽¹⁾						Percent of NOI ⁽²⁾
Region - County	Consolidated⁽³⁾		Unconsolidated Co-investments ⁽⁴⁾		Apartment Homes in Development ⁽⁵⁾		Total		Consolidated		Unconsolidated Co-investments⁽⁶⁾		Total ⁽⁷⁾		Consolidated			Unconsolidated Co-investments ⁽⁶⁾			Total ⁽⁷⁾

Southern California
Los Angeles County		9,657		1,418		-		11,075	$	2,317	$	2,007	$	2,295		20.0	%		11.8	%		19.1	%
Orange County		5,553		1,379		-		6,932		2,052		1,796		2,024		10.7	%		9.1	%		10.6	%
San Diego County		5,203		616		-		5,819		1,814		1,652		1,805		9.1	%		4.3	%		8.6	%
Ventura County		2,577		693		-		3,270		1,675		1,964		1,710		4.4	%		4.0	%		4.4	%
Other Southern CA		623		249		-		872		1,567		1,525		1,560		0.9	%		1.5	%		1.0	%
Total Southern California		23,613		4,355		-		27,968		2,049		1,856		2,033		45.1	%		30.7	%		43.7	%

Northern California
Santa Clara County		6,028		2,775		852		9,655		2,657		2,665		2,658		16.2	%		29.3	%		17.4	%
Alameda County		2,954		1,732		251		4,937		2,457		2,335		2,428		6.7	%		14.9	%		7.4	%
San Mateo County		1,830		197		320		2,347		2,790		2,846		2,793		5.2	%		2.7	%		5.0	%
Contra Costa County		2,270		49		-		2,319		2,244		4,424		2,268		5.0	%		0.5	%		4.6	%
San Francisco		1,341		463		545		2,349		3,045		3,328		3,090		3.7	%		7.2	%		4.1	%
Other Northern CA		96		-		-		96		2,739		-		2,739		0.3	%		-			0.3	%
Total Northern California		14,519		5,216		1,968		21,703		2,605		2,641		2,610		37.1	%		54.6	%		38.8	%

Seattle Metro		10,239		1,958		-		12,197		1,724		1,602		1,713		17.8	%		14.7	%		17.5	%

Total		48,371		11,529		1,968		61,868	$	2,148	$	2,179	$	2,150		100.0	%		100.0	%		100.0	%

⁽¹⁾	Average monthly rental rate is defined as the total potential monthly rental revenue (actual rent for occupied apartment homes plus market rent for vacant apartment homes) divided by the number of apartment homes.

⁽²⁾	Actual NOI for the quarter ended December 31, 2016. See the section titled “Net Operating Income (“NOI”) and Same-Property NOI Reconciliations” on page S-17.3.

⁽³⁾	Includes all apartment communities with rents.

⁽⁴⁾	Includes one rental income producing development community in lease-up which consists of 255 apartment homes.

⁽⁵⁾	Includes development communities with no rental income.

⁽⁶⁾	Co-investment amounts weighted for Company’s pro rata share.

⁽⁷⁾	At Company’s pro rata share.

See Company’s 10-K and 10-Q for additional disclosures

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, except in footnotes)

	Apartment Homes		Q4 ’16			Q3 ’16			Q2 ’16			Q1 ’16			Q4 ’15

Rental and other property revenues:
Same-property		44,157	$	284,266		$	283,394		$	276,867		$	271,822		$	268,757
Acquisitions⁽²⁾		2,640		18,508			17,821			17,463			15,856			12,941
Development ⁽³⁾		624		7,030			7,108			6,780			6,292			5,146
Redevelopment		680		4,621			4,649			4,609			4,406			4,293
Non-residential/other, net⁽⁴⁾		270		12,480			14,106			13,843			13,802			17,509
Total rental and other property revenues		48,371		326,905			327,078			319,562			312,178			308,646

Property operating expenses:
Same-property				84,875			85,842			82,940			81,830		$	82,568
Acquisitions⁽²⁾				7,143			6,367			6,013			5,575			4,312
Development ⁽³⁾				2,387			2,342			2,299			2,108			1,383
Redevelopment				1,608			1,204			1,466			1,507			1,653
Non-residential/other, net^{(4) (5)}				2,984			3,606			3,361			3,470			2,225
Total property operating expenses				98,997			99,361			96,079			94,490			92,141

Net operating income (NOI):
Same-property				199,391			197,552			193,927			189,992			186,189
Acquisitions⁽²⁾				11,365			11,454			11,450			10,281			8,629
Development ⁽³⁾				4,643			4,766			4,481			4,184			3,763
Redevelopment				3,013			3,445			3,143			2,899			2,640
Non-residential/other, net⁽⁴⁾				9,496			10,500			10,482			10,332			15,284
Total NOI			$	227,908		$	227,717		$	223,483		$	217,688		$	216,505

Same-property metrics
Operating margin				70	%		70	%		70	%		70	%		69	%
Annualized turnover ⁽⁶⁾				47	%		63	%		56	%		45	%		45	%
Financial occupancy ⁽⁷⁾				96.7	%		96.5	%		96.1	%		96.0	%		96.0	%

⁽¹⁾	Includes consolidated communities only.

⁽²⁾	Acquisitions include properties acquired which did not have comparable stabilized results as of January 1, 2015.

⁽³⁾	Development includes properties developed which did not have comparable stabilized results as of January 1, 2015.

⁽⁴⁾	Other real estate assets consists mainly of retail space, commercial properties, boat slips, held for sale properties, and disposition properties.

⁽⁵⁾	Includes other expenses and intercompany eliminations pertaining to self-insurance. In Q4’15 there were $1.9 million in reductions to operating expenses related to changes in prior period property tax estimates.

⁽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 revenue by total potential rental revenue (actual rent for occupied apartment homes plus market rent for vacant apartment homes).

See Company’s 10-K and 10-Q for additional disclosures

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 Results by County - Fourth Quarter 2016 vs. Fourth Quarter 2015 and Third Quarter 2016

(Dollars in thousands, except average monthly rental rates)

						Average Monthly Rental Rate							Financial Occupancy									Gross Revenues							Sequential Gross Revenues
Region - County	Apartment Homes		Q4 ’16 % of Actual NOI			Q4 ’16		Q4 ’15		% Change			Q4 ’16			Q4 ’15			% Change			Q4 ’16		Q4 ’15		% Change			Q3 ’16		% Change

Southern California
Los Angeles County		6,984		16.8	%	$	2,288	$	2,188		4.6	%		96.5	%		95.9	%		0.6	%	$	48,368	$	45,853		5.5	%	$	48,088		0.6	%
Orange County		5,553		11.8	%		2,052		1,954		5.0	%		96.8	%		96.2	%		0.6	%		34,630		32,770		5.7	%		34,330		0.9	%
San Diego County		4,961		9.5	%		1,798		1,709		5.2	%		96.9	%		95.9	%		1.0	%		27,418		25,786		6.3	%		27,386		0.1	%
Ventura County		2,577		4.9	%		1,675		1,598		4.8	%		97.2	%		96.2	%		1.0	%		13,482		12,645		6.6	%		13,300		1.4	%
Other Southern CA		623		1.0	%		1,567		1,516		3.4	%		98.4	%		99.0	%		-0.6	%		3,040		2,959		2.7	%		2,766		9.9	%
Total Southern California		20,698		44.0	%		2,009		1,917		4.8	%		96.8	%		96.1	%		0.7	%		126,938		120,013		5.8	%		125,870		0.8	%

Northern California
Santa Clara County		5,742		17.1	%		2,650		2,560		3.5	%		97.0	%		95.9	%		1.1	%		46,127		44,231		4.3	%		46,414		-0.6	%
Alameda County		2,730		6.7	%		2,434		2,331		4.4	%		94.2	%		95.0	%		-0.8	%		19,647		19,101		2.9	%		20,217		-2.8	%
San Mateo County		1,566		4.8	%		2,686		2,560		4.9	%		97.4	%		96.4	%		1.0	%		13,067		12,242		6.7	%		13,015		0.4	%
Contra Costa County		2,270		5.5	%		2,244		2,139		4.9	%		97.4	%		96.6	%		0.8	%		15,577		14,799		5.3	%		15,668		-0.6	%
San Francisco		816		2.1	%		2,464		2,394		2.9	%		96.2	%		96.1	%		0.1	%		6,038		5,884		2.6	%		5,921		2.0	%
Other Northern CA		96		0.3	%		2,739		2,503		9.4	%		98.5	%		99.5	%		-1.0	%		806		731		10.3	%		744		8.3	%
Total Northern California		13,220		36.5	%		2,529		2,429		4.1	%		96.5	%		95.9	%		0.6	%		101,262		96,988		4.4	%		101,979		-0.7	%

Seattle Metro		10,239		19.5	%		1,724		1,599		7.8	%		96.7	%		96.1	%		0.6	%		56,066		51,756		8.3	%		55,545		0.9	%

Total Same-Property		44,157		100.0	%	$	2,099	$	1,997		5.1	%		96.7	%		96.0	%		0.7	%	$	284,266	$	268,757		5.8	%	$	283,394		0.3	%

See Company’s 10-K and 10-Q for additional disclosures

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 - Twelve months ended December 31, 2016 vs. Twelve months ended December 31, 2015

(Dollars in thousands, except average monthly rental rates)

			YTD			Average Monthly Rental Rate							Financial Occupancy									Gross Revenues
Region - County	Apartment Homes		2016 % of Actual NOI			YTD 2016		YTD 2015		% Change			YTD 2016			YTD 2015			% Change			YTD 2016		YTD 2015		% Change

Southern California
Los Angeles County		6,984		16.9	%	$	2,254	$	2,139		5.4	%		96.3	%		95.8	%		0.5	%	$	190,164	$	178,889		6.3	%
Orange County		5,553		11.8	%		2,015		1,914		5.3	%		96.4	%		96.2	%		0.2	%		135,674		128,897		5.3	%
San Diego County		4,961		9.3	%		1,767		1,667		6.0	%		96.3	%		95.5	%		0.8	%		107,316		100,157		7.1	%
Ventura County		2,577		4.8	%		1,645		1,557		5.7	%		96.7	%		96.3	%		0.4	%		52,588		49,523		6.2	%
Other Southern CA		623		1.0	%		1,552		1,464		6.0	%		96.4	%		96.8	%		-0.4	%		11,706		11,148		5.0	%
Total Southern California		20,698		43.8	%		1,976		1,873		5.5	%		96.4	%		95.9	%		0.5	%		497,448		468,614		6.2	%

Northern California
Santa Clara County		5,742		17.3	%		2,635		2,482		6.2	%		96.6	%		96.2	%		0.4	%		183,322		171,971		6.6	%
Alameda County		2,730		7.1	%		2,403		2,236		7.5	%		95.3	%		95.7	%		-0.4	%		79,167		73,984		7.0	%
San Mateo County		1,566		4.8	%		2,650		2,480		6.9	%		96.7	%		96.3	%		0.4	%		51,134		47,515		7.6	%
Contra Costa County		2,270		5.6	%		2,216		2,067		7.2	%		96.9	%		96.5	%		0.4	%		61,489		57,282		7.3	%
San Francisco		816		2.1	%		2,434		2,323		4.8	%		95.0	%		95.5	%		-0.5	%		23,545		22,639		4.0	%
Other Northern CA		96		0.3	%		2,594		2,280		13.8	%		96.9	%		97.2	%		-0.3	%		2,985		2,628		13.6	%
Total Northern California		13,220		37.2	%		2,504		2,348		6.6	%		96.3	%		96.1	%		0.2	%		401,642		376,019		6.8	%

Seattle Metro		10,239		19.0	%		1,680		1,555		8.0	%		96.1	%		96.1	%		0.0	%		217,259		201,417		7.9	%

Total Same-Property		44,157		100.0	%	$	2,066	$	1,942		6.4	%		96.3	%		96.0	%		0.3	%	$	1,116,349	$	1,046,050		6.7	%

See Company’s 10-K and 10-Q for additional disclosures

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 and Year to Date as of December 31, 2016 and 2015

(Dollars in thousands)

	Q4 ’16		Q4’15		% Change			% of Op. Ex.			YTD 2016		YTD 2015		% Change			% of Op. Ex.

Same-property operating expenses:
Real estate taxes	$	27,951	$	27,797		0.6	%		32.9	%	$	114,520	$	112,326		2.0	%		34.1	%
Maintenance and repairs		17,914		17,847		0.4	%		21.1	%		66,750		64,473		3.5	%		19.9	%
Administrative		15,210		14,741		3.2	%		17.9	%		60,585		58,913		2.8	%		18.1	%
Utilities		14,391		13,916		3.4	%		17.0	%		56,017		54,635		2.5	%		16.7	%
Management fees ⁽¹⁾		6,656		5,495		21.1	%		7.8	%		26,603		21,947		21.2	%		7.9	%
Insurance		2,753		2,772		-0.7	%		3.3	%		11,012		11,086		-0.7	%		3.3	%
Total same-property operating expenses	$	84,875	$	82,568		2.8	%		100.0	%	$	335,487	$	323,380		3.7	%		100.0	%

⁽¹⁾	Reflects the Company’s change to property management fee allocation.

See Company’s 10-K and 10-Q for additional disclosures

S-10

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

Development Pipeline - December 31, 2016

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

Project Name	Location	Ownership %			Estimated Apartment Homes		Estimated Commercial sq. feet		Incurred to Date		Remaining Costs		Estimated Total Cost		Essex Est. Total Cost ⁽¹⁾			Cost per Apartment Home ⁽²⁾		Average % Occupied ⁽³⁾			% Leased ⁽³⁾			Construction Start		Initial Occupancy		Stabilized Operations

Development Projects - Consolidated ⁽⁴⁾
Station Park Green ⁽⁵⁾	San Mateo, CA		100	%		320		35,000	$	78	$	161	$	239	$	239		$	693		0.0	%		0.0	%		Q3 2015		Q1 2018		Q4 2018
Gateway Village ⁽⁶⁾	Santa Clara, CA		100	%		476		-		37		189		226		226			475		0.0	%		0.0	%		Q3 2016		Q2 2018		Q3 2019
Total Development Projects - Consolidated						796		35,000		115		350		465		465			584

Land Held for Future Development - Consolidated
Other Projects ⁽⁵⁾	Various		100	%						80		-		80		80
Total Development Pipeline - Consolidated						796		35,000		195		350		545		545

Development Projects/Land Held for Future Development - Joint Venture ⁽⁴⁾
The Galloway (at Owens)	Pleasanton, CA		55	%		255		5,729		87		2		89		49			341		65.0	%		79.0	%		Q3 2014		Q2 2016		Q2 2017
The Galloway (at Hacienda)	Pleasanton, CA		55	%		251		-		71		15		86		47			343		0.0	%		0.0	%		Q1 2015		Q1 2017		Q1 2018
Century Towers	San Jose, CA		50	%		376		2,006		143		29		172		86			456		0.0	%		7.2	%		Q3 2014		Q1 2017		Q1 2018
500 Folsom ⁽⁷⁾	San Francisco, CA		50	%		545		6,000		107		308		415		208			751		0.0	%		0.0	%		Q4 2015		Q4 2018		Q2 2020
Total Development Projects - Joint Venture						1,427		13,735		408		354		762		390		$	528

Grand Total - Development Pipeline						2,223		48,735	$	603	$	704	$	1,307		935
Essex Cost Incurred to Date - Pro Rata																(407	)
Essex Remaining Commitment															$	528

⁽¹⁾	The Company’s share of the estimated total costs of the project.

⁽²⁾	Net of the estimated allocation to the retail component of the project.

⁽³⁾	Calculations are based on multifamily operations only and are as of December 31, 2016. As of January 30, 2017, The Galloway (at Owens) was 85.0% leased and Century Towers was 14.9% leased.

⁽⁴⁾	For the fourth quarter of 2016, the Company’s cost includes $3.0 million of capitalized interest, $0.8 million of capitalized overhead and $0.6 million of development fees (such development fees reduced G&A expenses).

⁽⁵⁾	Reflects development of phases one and two. Costs incurred for phases three and four, which consist of 279 apartment homes, are included in Land Held for Future Development.

⁽⁶⁾	Cost incurred to date does not include a deduction of $4.7 million for accumulated depreciation recorded during the period when the property was held as a retail operating asset.

⁽⁷⁾	Estimated total cost is net of a projected value for low income housing tax credit proceeds and tax exempt bonds.

See Company’s 10-K and 10-Q for additional disclosures

S-11

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

Redevelopment Pipeline - December 31, 2016

(Dollars in thousands)

			Total		Estimated		Estimated				NOI
	Apartment		Incurred		Remaining		Total		Project		For the year ended
Region/Project Name	Homes		To Date		Cost		Cost		Start Date		2016		2015

Same-property - Redevelopment Projects ⁽¹⁾
Southern California
Hamptons		215	$	13,600	$	10,000	$	23,600		Q1 2014
The Hallie (formerly Monterras)		292		22,600		3,800		26,400		Q1 2014
Kings Road		196		1,200		10,900		12,100		Q4 2016
The Palms at Laguna Niguel		460		700		7,500		8,200		Q4 2016
Seattle Metro
Park Highland		250		10,100		2,400		12,500		Q4 2014
Total Same-Property - Redevelopment Projects		1,413	$	48,200	$	34,600	$	82,800			$	22,825	$	20,644

Non-same property - Redevelopment Projects
Southern California
Bunker Hill Towers		456	$	56,500	$	30,900	$	87,400		Q3 2013
Total Non-Same Property - Redevelopment Projects		456	$	56,500	$	30,900	$	87,400			$	7,134	$	5,893

⁽¹⁾	Redevelopment activities are ongoing at these communities, but the communities have stabilized operations, therefore results are classified in same-property results.

See Company’s 10-K and 10-Q for additional disclosures

S-12

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

Capital Expenditures - December 31, 2016

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

Revenue Generating Capital Expenditures^{(1) (2)}		Q4 2016		Q3 2016		Q2 2016		Q1 2016	Trailing 4 Quarters
Same-property portfolio	$	14,776	$	12,938	$	12,851	$	15,384	$	55,949
Non-same property portfolio		5,248		7,287		6,486		8,297		27,318
Total revenue generating capital expenditures	$	20,024	$	20,225	$	19,337	$	23,681	$	83,267

Number of same-property interior renovations completed		511		737		869		813		2,930
Number of total consolidated interior renovations completed		581		855		939		917		3,292

Non-Revenue Generating Capital Expenditures ⁽³⁾		Q4 2016		Q3 2016		Q2 2016		Q1 2016	Trailing 4 Quarters

Non-revenue generating capital expenditures	$	19,224	$	18,520	$	16,595	$	5,312	$	59,651
Average apartment homes in quarter		48,712		49,053		49,053		48,933		48,938
Capital expenditures per apartment homes in the quarter	$	395	$	378	$	338	$	109	$	1,219

⁽¹⁾	The Company incurred $0.1 million of capitalized interest, $2.9 million of capitalized overhead and $0.2 million of co-investment redevelopment fees related to redevelopment in Q4 2016.

⁽²⁾	Represents revenue generating or expense saving expenditures such as full-scale redevelopments shown on page S-12, interior unit turn renovations, enhanced amenities and certain resource management initiatives.

⁽³⁾	Represents roof replacements, paving, building and mechanical systems, exterior painting, siding, etc.

See Company’s 10-K and 10-Q for additional disclosures

S-12.1

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

	Essex					Total				Essex		Weighted			Remaining		For the Three			For the Twelve
	Ownership			Apartment		Undepreciated		Debt		Book		Average			Term of		Months Ended			Months Ended
Co-Investments - December 31, 2016	Percentage			Homes		Book Value		Amount		Value		Borrowing Rate			Debt (in Years)		December 31, 2016			December 31, 2016
(Dollars in thousands)																	NOI

Wesco I, LLC		50.0	%		2,275	$	568,217	$	305,778	$	93,222		3.8	%		8.4	$	9,697		$	37,621
Wesco III, LLC		50.0	%		993		247,424		133,457		46,922		3.4	%		3.7		3,650			14,242
Wesco IV, LLC		50.0	%		1,116		303,298		198,000		40,543		3.8	%		4.2		4,668			18,991
BEXAEW, LLC		50.0	%		2,191		405,339		280,000		47,963		3.4	%		4.2		6,867			28,302
BEX II, LLC		50.1	%		871		306,524		21,277		19,078		2.6	%		1.8		776	⁽³⁾		776	⁽³⁾
CPPIB		55.0	%		1,977		782,295		-		422,068		-			-		11,046			42,984
Palm Valley		50.0	%		1,098		370,832		219,974		68,396		2.5	%		0.1		5,497			21,770
Other		50.0% - 55.0	%		753		273,815		186,171		43,713		3.0	%		3.6		3,375			12,157
Total Operating Non-Consolidated Joint Ventures					11,274	$	3,257,744	$	1,344,657	$	781,905		3.3	%		4.3	$	45,576		$	176,843
Development Non-Consolidated Joint Ventures ⁽¹⁾		50.0% - 55.0	%		1,427		407,850		69,945		157,317		3.3	%		0.7		557			828
Total Non-Consolidated Joint Ventures					12,701	$	3,665,594	$	1,414,602	$	939,222						$	46,133		$	177,671

																	Essex Portion of NOI and Expenses
NOI																	$	23,641		$	91,134
Depreciation																		(13,619	)		(50,956	)
Interest expense and other																		(5,564	)		(20,909	)
Promote income																		-			13,046
Net income from operating co-investments																	$	4,458		$	32,315


												Weighted Average Preferred Return			Weighted Average Expected Term		Income from Preferred Equity Investments
Income from preferred equity investments																	$	5,308		$	16,383
Preferred Equity Investments ⁽²⁾										$	222,053		10.5	%		3.0	$	5,308		$	16,383

Total Co-investments										$	1,161,275						$	9,766		$	48,698

⁽¹⁾	The Company has interests in four development co-investments, which are detailed on S-11.

⁽²⁾	As of December 31, 2016 the Company has invested in twelve preferred equity investments.

⁽³⁾

BEX II, LLC was formed in November 2016. In December 2016, the Company sold a minority membership interest in BEX II, LLC, which owns four apartment communities (Bridgeport, The Carlyle, Hillsborough Park, and Meadowood), for a total of $153.2 million. The Company accounts for BEX II, LLC under the equity method.

See Company’s 10-K and 10-Q for additional disclosures

S-13

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

Assumptions for 2017 FFO Guidance Range

Q4 2016 Earnings Results Supplement

The guidance projections below are based on current expectations and are forward-looking. The guidance is given for Total and Core FFO. See pages S-17.1 to S-17.4 for the definitions of non-GAAP financial measures and other terms as well as the reconciliations of earnings per share (“EPS”) to FFO per share and Core FFO per share.

($’s in thousands, except share and per share data)⁽¹⁾	2016			2017 Guidance Range
	Actuals			Low End			High End			Comments About Guidance
Net Operating Income (“NOI”)
Total NOI from consolidated communities	$	896,796		$	925,100		$	942,200		Includes same-property growth of 2.50% to 4.25% and investment transactions completed through the end of January.

Accretion from acquisitions net of dispositions		-			1,300			2,300

Management Fees		8,278			8,700			9,700

Interest Expense
Interest expense, before capitalized interest		(220,674	)		(228,700	)		(225,200	)
Interest capitalized		12,486			13,200			15,200
Net interest expense		(208,188	)		(215,500	)		(210,000	)

Recurring Income and Expenses
Interest and other income		17,116			20,700			21,700
FFO from co-investments		86,608			93,000			96,000
General and administrative expense		(40,751	)		(41,000	)		(43,000	)
Preferred dividends and non-controlling interest		(10,665	)		(10,200	)		(9,200	)
Total recurring income and expenses		52,308			62,500			65,500
Non-Core Income and Expenses
Gain on sales of marketable securities and land		5,719			-			-
Loss on early retirement of debt and redemption costs		(3,147	)		-			-
Acquisition and investment related costs		(1,841	)		(1,100	)		(1,700	)
Other non-core adjustments		4,720			-			-
Total non-core income and expenses		5,451			(1,100	)		(1,700	)

Funds from Operations	$	754,645		$	781,000		$	808,000

Funds from Operations per diluted share	$	11.12		$	11.46		$	11.86

% Change - Funds from Operations		14.4	%		3.1	%		6.7	%

Core Funds from Operations (excludes non-core items)	$	749,194		$	782,100		$	809,700

Core Funds from Operations per diluted share	$	11.04		$	11.48		$	11.88

% Change - Core Funds from Operations		12.4	%		4.0	%		7.6	%

EPS - Diluted⁽²⁾	$	6.27		$	3.98		$	4.38

Weighted average shares outstanding - FFO calculation		67,890			68,150			68,150

⁽¹⁾	All non-core items are excluded from the YTD actuals and included in the non-core income and expense section of the FFO reconciliation.

⁽²⁾	See page S-17.3 for a reconciliation to EPS.

See Company’s 10-K and 10-Q for additional disclosures

S-14

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 December 31, 2016

(Dollars in thousands, except average rent amounts and in footnotes)

Acquisitions ⁽¹⁾				Essex
		Apartment		Ownership					Contract			Price per		Average
Property Name	Location	Homes		Percentage			Entity	Date	Price			Apartment Home		Rent

Mio	San Jose, CA		103		100.0	%	EPLP	Jan-16	$	51,300		$	498	$	2,888
Form 15	San Diego, CA		242		100.0	%	EPLP	Mar-16		97,400			402		2,221
	Q1 2016		345						$	148,700		$	431

Emerson Valley Village	Los Angeles, CA		144		100.0	%	EPLP	Dec-16	$	67,000		$	465	$	2,758
Ashton Sherman Village	Los Angeles, CA		264		100.0	%	EPLP	Dec-16		118,000			447		2,559
	Q4 2016		408						$	185,000		$	453

	2016 Total		753						$	333,700		$	443

Dispositions ^{(2) (3)}				Essex
		Apartment		Ownership					Sales			Price per
Property Name	Location	Homes		Percentage			Entity	Date	Price			Apartment Home

The Heights	Chino Hills, CA		332		50.0	%	JV	Jan-16	$	93,800	⁽⁴⁾	$	283
Harvest Park	Santa Rosa, CA		104		100.0	%	EPLP	Feb-16		30,500			293
	Q1 2016		436						$	124,300		$	285

Canyon Creek	Northridge, CA		200		50.0	%	JV	Apr-16	$	53,500	⁽⁴⁾	$	268
	Q2 2016		200						$	53,500		$	268

Tuscana	Tracy, CA		30		100.0	%	EPLP	Oct-16	$	6,700		$	223
Candlewood North	Northridge, CA		189		100.0	%	EPLP	Nov-16		43,600			231
	Q4 2016		219						$	50,300		$	230

	2016 Total		855						$	228,100		$	267

⁽¹⁾	In November 2016, the Company converted its existing $12.9 million preferred equity investment in Marquis Apartments to a 50% joint venture common equity interest. Marquis is located in San Jose, CA and has 166 apartment homes. The Company accounts for this investment under the equity method.

⁽²⁾	In January 2016, the Company sold its former headquarters office building, located in Palo Alto, CA, for gross proceeds of $18.0 million.

⁽³⁾

In December 2016, the Company sold a minority membership interest in BEX II, LLC, which owns four apartment communities (Bridgeport, The Carlyle, Hillsborough Park, and Meadowood), comprised of 871 apartment homes, for a total of $153.2 million. The Company accounts for BEX II, LLC under the equity method.

⁽⁴⁾	The Heights and Canyon Creek sales prices represent the total sales price at 100%.

See Company’s 10-K and 10-Q for additional disclosures

S-15

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

2017 MSA Level Forecast: Supply, Jobs, and Apartment Market Conditions

	Residential Supply ⁽¹⁾												Job Forecast ⁽²⁾					Market Forecast ⁽³⁾
Market	New MF Supply		New SF Supply		Total Supply		% of MF Supply to MF Stock			% of Total Supply to Total Stock			Est. New Jobs		% Growth			Economic Rent Growth

Los Angeles		10,750		6,550		17,300		0.7	%		0.5	%		69,800		1.6	%		3.7	%
Orange		6,550		4,650		11,200		1.6	%		1.0	%		36,400		2.3	%		4.2	%
San Diego		3,200		3,900		7,100		0.7	%		0.6	%		34,150		2.4	%		5.2	%
Ventura		450		375		825		0.7	%		0.3	%		5,100		1.7	%		3.9	%
So. Cal.		20,950		15,475		36,425		1.0	%		0.6	%		145,450		2.0	%		4.2	%

San Francisco		4,750		700		5,450		1.3	%		0.8	%		22,500		2.1	%		2.2	%
Oakland		2,850		5,250		8,100		0.9	%		0.8	%		19,000		1.7	%		2.4	%
San Jose		3,250		2,350		5,600		1.4	%		0.8	%		26,850		2.5	%		2.6	%
No. Cal.		10,850		8,300		19,150		1.2	%		0.8	%		68,350		2.2	%		2.5	%

Seattle		10,950		8,650		19,600		2.3	%		1.6	%		44,600		2.7	%		4.6	%

Weighted Average ⁽⁴⁾		42,750		32,425		75,175		1.3	%		0.9	%		258,400		2.2	%		3.6	%

All data are based on Essex Property Trust, Inc. forecasts.

U.S. Economic Assumptions: 2017 G.D.P. Growth: 2.2%, 2017 Job Growth: 1.6%

⁽¹⁾

Residential Supply: total supply includes the Company’s estimate of actual multifamily deliveries including properties with 50+ units and excludes student, senior and 100% affordable housing communities. Single family estimates based on an average trailing 12 month single family permit. Previous presentations had included multifamily deliveries of 100+ units and excluded student, senior and 100% affordable housing.

⁽²⁾	Job Forecast: refers to the difference between total non-farm industry employment (not seasonally adjusted) projected 4Q over 4Q, expressed as total new jobs and growth rates.

⁽³⁾	Market Forecast: the estimated rent growth represents the forecasted change in effective market rents for full year 2017 vs 2016 (excludes submarkets not targeted by Essex).

⁽⁴⁾	Weighted Average: markets weighted by scheduled rent in the Company’s Portfolio.

See Company’s 10-K and 10-Q for additional disclosures

S-16

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 EBITDA Reconciliation

Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is a component of the credit ratio, “Net Indebtedness Divided by Adjusted EBITDA”, 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 our 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 EBITDA is not a recognized measurement under U.S. GAAP. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The reconciliation of Adjusted EBITDA to Net Income available to common stockholders is presented in the table below (Dollars in thousands):

	Three Months Ended
	December 31,
	2016
Net income available to common stockholders	$	195,569
Add: Net income attributable to noncontrolling interest		8,948
Net Income		204,517
Adjustments:
Acquisition and investment related costs		462
Deferred tax expense on gain on sale of real estate and land		131
Depreciation and amortization		111,835
Equity income from co-investments		(4,458	)
Gain on sale of marketable securities		(2,843	)
Gain on sale of real estate and land		(134,303	)
Insurance reimbursements, legal settlements and other		(429	)
Interest expense, net ⁽¹⁾		52,291
Loss on early retirement of debt		395
Adjusted EBITDA	$	227,598

⁽¹⁾	Interest expense, net includes items such as gains on derivatives and the amortization of deferred charges.

Encumbered

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

Funds From Operations (“FFO”)

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 merger, integration and acquisition costs and items that are not routine or not related to the Company’s core business activities, which is referred to as “Core FFO”, to be useful financial performance measurements 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 the ability to pay dividends.

See Company’s 10-K and 10-Q for additional disclosures

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

Funds From Operations (“FFO”) - continued

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 an alternative 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 shareholders. FFO and Core FFO do not represent cash flows generated from operating, investing or financing activities as defined under U.S. 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 a U.S. GAAP measure and is presented on page S-1 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 (Dollars in thousands):

	Three Months Ended			Twelve Months Ended
	December 31,			December 31,
	2016			2016
Interest expense	$	(55,176	)	$	(219,904	)
Adjustments:
Interest rate hedge ineffectiveness		250			250
Total return swap income		2,635			11,716
Interest expense, net	$	(52,291	)	$	(207,938	)

Net Indebtedness Divided by Adjusted EBITDA

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 EBITDA, as annualized based on the most recent quarter, and adjusted for estimated net operating income from properties acquired 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 EBITDA is set forth in “Adjusted EBITDA Reconciliation” above. The calculation of this credit ratio and a reconciliation of net indebtedness to total debt, net is presented in the table below (Dollars in thousands):

Total debt, net	$	5,563,260
Adjustments:
Unamortized premiums, discounts, and debt issuance costs		(25,170	)
Cash and cash equivalents-unrestricted		(64,921	)
Marketable securities		(139,189	)
Net Indebtedness	$	5,333,980

Adjusted EBITDA, annualized ⁽¹⁾	$	910,392

Net Indebtedness Divided by Adjusted EBITDA, annualized		5.9

⁽¹⁾	Based on the amount for the most recent quarter, multiplied by four.

See Company’s 10-K and 10-Q for additional disclosures

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

Net Operating Income (“NOI”) and Same-property NOI are considered by management to be an 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 revenue 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):

	Q4’16			Q4’15			YTD 2016			YTD 2015
Earnings from operations	$	105,520		$	92,204		$	420,800		$	331,174
Adjustments:
Depreciation and amortization		111,835			116,477			441,682			453,423
Management and other fees		(2,133	)		(2,100	)		(8,278	)		(8,909	)
General and administrative		12,224			8,867			40,751			40,090
Merger and integration expenses		-			-			-			3,798
Acquisition and investment related costs		462			1,057			1,841			2,414
NOI		227,908			216,505			896,796			821,990
Less: Non-same property NOI		(28,517	)		(30,316	)		(115,934	)		(99,320	)
Same-Property NOI	$	199,391		$	186,189		$	780,862		$	722,670

Projected EPS, FFO and Core FFO per diluted share

With respect to the Company’s guidance regarding its projected FFO and Core FFO for the first quarter of 2017 and full-year 2017, which guidance is set forth in the earnings release for the fourth quarter of 2016 and on page S-14 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.

				2017 Guidance Range⁽¹⁾
	YTD Actual			1st Quarter 2017						Full Year 2017
	YTD Actual			Low			High			Low			High
EPS - diluted	$	6.27		$	0.92		$	1.02		$	3.98		$	4.38
Conversion from GAAP share count		(0.21	)		(0.03	)		(0.03	)		(0.14	)		(0.14	)
Depreciation & amortization expense		7.26			1.87			1.87			7.48			7.48
Noncontrolling interests related to Operating Partnership units		0.21			0.03			0.03			0.14			0.14
Gain on sale of real estate		(2.47	)		-			-			-			-
Deferred tax expense		0.06			-			-			-			-
FFO per share - diluted		11.12			2.79			2.89			11.46			11.86
Gain on sale of marketable securities		(0.08	)		-			-			-			-
Excess of redemption value of preferred stock over carrying value		0.04			-			-			-			-
Acquisition and investment related costs		0.03			0.01			0.01			0.02			0.02
Other non-core adjustments		(0.07	)		-			-			-			-
Core FFO per share - diluted	$	11.04		$	2.80		$	2.90		$	11.48		$	11.88

⁽¹⁾	2017 Guidance Range excludes projected gain on sale of real estate and projected gain on sale of marketable securities until they are realized within the reporting period presented in this report.

See Company’s 10-K and 10-Q for additional disclosures

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 refers 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, it 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 Financing” 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 dated April 11, 2016, filed by the company as Exhibit 4.1 to the Company’s Form 8-K, filed on April 11, 2016. 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 via Form 8-Ks 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 calculation 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 December 31, 2016, annualized, is calculated by dividing Unencumbered NOI, annualized for the three months ended December 31, 2016 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 Reconciliation” 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 (Dollars in thousands):

	Annualized
	Q4’16 ⁽¹⁾
NOI	$	911,632
Adjustments:
NOI from real estate assets sold		(14,567	)
Other, Net		861
Adjusted Total NOI		897,926
Less: Encumbered NOI		(293,748	)
Unencumbered NOI	$	604,178

Encumbered NOI	$	293,748
Unencumbered NOI		604,178
Adjusted Total NOI	$	897,926

Unencumbered NOI to Adjusted Total NOI		67	%

⁽¹⁾	This table is based on the amounts for the most recent quarter, multiplied by four.

See Company’s 10-K and 10-Q for additional disclosures

S-17.4

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