Essex Property Trust (ESS) 10-K risk factor changes: FY2022 vs FY2021

[added: General real estate investment risks may adversely affect property income and values, and therefore our stock price may be adversely affected.] If the communities and other real estate investments, including development and redevelopment properties, do not generate sufficient income to meet operating [removed: expenses, including debt service] and [removed: capital expenditures,] [added: financing expenses,] cash flow and the ability to make distributions [removed: to Essex's stockholders or the Operating Partnership's unitholders] will be adversely affected.

Income [added: and growth] from the communities may be further adversely affected by, among other things, the following factors, in addition to the other risk factors listed in this Item 1A:

- changes in the general or local economic [removed: climate,] [added: climate and demand for housing,] including layoffs, [removed: plant closings,] industry slowdowns, relocations of [removed: significant] [added: employees from] local employers, changing demographics, increased worker locational [removed: flexibility from teleconferencing and video-conferencing technology,] [added: flexibility,] and other events negatively impacting local employment [removed: rates.][added: rates, wages and the local economy;]

- [added: changing economic conditions, such as high] inflationary [removed: environments] [added: periods] in which [removed: the costs to operate] [added: our operating] and [removed: maintain communities] [added: financing costs may] increase at a rate greater than our ability to increase rents, or deflationary [removed: environments] [added: periods] where [removed: we may be exposed to declining] rents [added: may decline] more quickly [removed: under our short-term leases;] [added: relative to operating] and [added: financing costs; and]

- the appeal and desirability of our communities to [removed: tenants, including, without limitation,] [added: tenants relative to other housing alternatives, including] the size and amenity [removed: offerings of our apartment homes, the] [added: offerings,] safety and [removed: convenience of their locations, our technology offerings] [added: location convenience,] and our [removed: ability to identify and cost effectively implement new, relevant technologies,.][added: technology offerings.]

Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire. If the Company is unable to promptly renew [removed: the] [added: or re-let] in place [removed: short-term leases or relet the units,] [added: leases,] or if the rental rates upon renewal or reletting are significantly lower than expected rates, then the Company’s results of operations and financial condition will be adversely affected.

[added: Economic environments can negatively impact the Company’s liquidity and operating results.] In the event of a recession or other negative economic [removed: effects] [added: effects,] the Company could incur reductions in rental and occupancy rates, property valuations and increases in [removed: operating costs such as advertising and turnover expenses.][added: costs.]

Any such recession or [removed: similar event] [added: economic downturn] may affect consumer confidence and spending and negatively impact the volume and pricing of real estate transactions, which could negatively affect the Company’s liquidity and its ability to vary its portfolio promptly in response to changes to the economy.

Furthermore, if residents do not [removed: experience increases in] [added: increase] their income, they may be unable or unwilling to pay [removed: rent increases, and delinquencies in rent payments and rent defaults may increase.][added: rent.]

These laws and regulations may include zoning laws, building codes, rent control or stabilization laws, [removed: governmental] emergency orders, laws benefiting disabled persons, [removed: including, without limitation, the Americans with Disabilities Act of 1990,] federal, state and local tax laws, landlord tenant laws, environmental laws, employment laws, immigration laws and other laws regulating [removed: housing, including, without limitation, the Fair Housing Amendment Act of 1988,] [added: housing] or that are generally applicable to the Company's business and operations.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

Changes in, or noncompliance with, [removed: these regulatory requirements] [added: laws and regulations] could [added: expose the Company to liability and could] require the Company to make significant unanticipated expenditures to address noncompliance.

The COVID-19 [removed: pandemic, or] [added: pandemic and] the future outbreak of other [removed: highly] contagious [removed: diseases,] [added: diseases] could materially affect our business, financial [removed: condition] [added: condition, stock price,] and results of operations. Uncertainty still surrounds [removed: COVID-19, and] the [removed: potential short-term and] long-term [removed: effects, including but not limited to shifts in consumer housing demand based on geography, affordability, housing type and unit type, mainly resulting from the paradigm shift] [added: impact] of [removed: work culture, as well as economic uncertainty, volatility and increased regulation.][added: COVID-19.]

[removed: In some cases, we are] [added: If there is a future outbreak of COVID-19 or other contagious diseases, the Company may again be] subject to eviction [removed: moratoria] [added: moratoria, limits on rent increases and collection efforts,] or may be legally required to or otherwise agree to restructure tenants’ rent obligations and may not be able to do so on terms as favorable to us as those currently in place.

In the event of tenant nonpayment, default or bankruptcy, we may incur costs in protecting our [removed: investment] [added: investment, collecting delinquent rents,] and re-leasing our property and have limited ability to renew existing leases or sign new leases at [removed: projected] [added: levels consistent with market] rents.

[removed: Market fluctuations] [added: A new pandemic or disease outbreak may cause increased costs, lower profitability] and [removed: construction delays experienced by] [added: market fluctuations that may affect our ability to obtain necessary funds for our business or negatively impact] the [added: ability of the] Company’s third-party mezzanine loan borrowers and preferred equity investment sponsors [removed: may also negatively impact their ability] to repay the Company.

The occurrence of any of the foregoing [removed: events or any other related matters] could have [removed: a material] [added: an] adverse effect on the [added: price of the] Company’s [removed: business,] [added: stock and the Company’s] financial [removed: condition,] [added: condition and] results of [removed: operations or cash flows.][added: operations.]

[removed: In addition, following an acquisition,] [added: Further,] the value and operational performance of an apartment community may be diminished if [removed: obsolescence or] neighborhood changes occur before we are able to redevelop or sell the community.

Also, in connection with such acquisitions, we may assume unknown or contingent liabilities, which could ultimately lead to material costs for us that we did not expect to incur and for which the Company may have no recourse, or only limited recourse, against the [removed: sellers due to limited and no indemnification requirements for a breach of representations and warranties.][added: sellers.]

Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results. The Company pursues development and redevelopment [removed: projects.][added: projects, and those activities generally entail certain risks, including:]

- construction costs [removed: of a project] may exceed original estimates possibly making [removed: the project] [added: some projects] economically unfeasible;

- projects may be delayed [added: or abandoned] due to, without limitation, [removed: adverse] weather conditions, labor or material [removed: shortage,] [added: shortages,] municipal office closures and staff shortages, government recommended or mandated work [removed: stoppages due to health concerns,] [added: stoppages,] or environmental remediation;

- expenses [removed: at completed development or redevelopment projects] may be higher than anticipated, including, without limitation, due to [added: inflationary pressures, supply chain issues,] costs of litigation over construction [removed: contracts by general contractors,] [added: contracts,] environmental remediation or increased costs for labor, materials and leasing;

- we may be unable to obtain, or experience a delay in obtaining, necessary [removed: zoning, occupancy, or other required] governmental [added: approvals] or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities;

The geographic concentration of the Company’s communities and fluctuations in local markets may adversely impact the Company’s financial condition and operating results. The [removed: Company generated significant amounts of rental revenues for the year ended December 31, 2021, from the] Company’s communities [added: are] concentrated in [removed: Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties),] Northern [added: and Southern] California [removed: (the San Francisco Bay Area),] and the Seattle metropolitan [removed: area.][added: area, which exposes the Company to greater economic risks.]

Factors that may adversely affect local market and economic conditions include regional specific acts of nature (e.g., earthquakes, fires, floods, [removed: etc.)] [added: etc.), layoffs affecting specific or broad sectors of the economy (such as technology-based companies),] and those other factors listed in the risk factor titled “*General real estate investment risks may adversely affect property income and values*” and elsewhere in this Item 1A.

The Company is susceptible to adverse developments in [removed: California and Washington] economic and regulatory environments, such as increases in real estate and other taxes, and increased costs of complying with governmental regulations.

[removed: In addition, the] [added: The] State of California [added: recently experienced increased relocation out of the state and] is generally regarded as more [removed: litigious and more] [added: litigious,] highly regulated and taxed than many states, which may reduce demand for the Company’s communities.

Our real estate taxes in Washington could increase as a result of property value reassessments or [added: increased property tax rates.]

A California law commonly referred to as Proposition 13 [added: (“Prop 13”)] generally limits annual real estate tax increases on California properties to 2% of assessed value.

However, under [removed: Proposition] [added: Prop] 13, property tax reassessment generally occurs as a result of a "change in ownership" of a [removed: property, as specially defined for purposes of those rules.][added: property.]

[removed: In addition, from time to time voters and lawmakers have announced] [added: Various] initiatives to repeal or amend [removed: Proposition 13] [added: Prop 13,] to eliminate its application to commercial and [removed: industrial] [added: residential] property, [added: to] increase the permitted annual real estate tax increases, and/or [added: to] introduce split tax roll [removed: legislation.][added: legislation could increase the assessed value and/or tax rates applicable to commercial property in California.]

The Company may experience increased costs associated with capital improvements and [removed: routine] property [removed: maintenance, such as repairs to the foundation, exterior walls, and rooftops of its properties,] [added: maintenance] as its properties advance through their [removed: life-cycles.][added: life cycles.]

In some cases, we may spend more than budgeted amounts to make necessary improvements or [removed: maintenance.][added: maintenance, which could adversely impact the Company’s financial condition and results of operations.]

Competition in the apartment community market and other housing alternatives may adversely affect operations and the rental demand for the Company’s communities. There are numerous housing alternatives that compete with the Company’s communities in attracting [removed: tenants.][added: tenants, including other apartment communities, condominiums and single-family homes.]

Competitive housing in a particular area and fluctuations in cost of owner-occupied single- and multifamily homes caused by a decrease in housing prices, mortgage interest rates and/or government programs to promote home ownership or create additional rental and/or other types of housing, or an increase in desire for more space due to [removed: work from home] [added: work-from-home] needs or increased time spent at home, could adversely affect the Company’s ability to retain its tenants, lease apartment homes and increase or maintain rents.

If the demand for the Company’s communities is [removed: reduced or if competitors develop and/or acquire competing apartment communities,] [added: reduced,] rental rates may drop, which may have a material adverse effect on the Company’s financial condition and results of operations.

The Company also faces competition from other [removed: companies, REITs,] businesses and other entities in the acquisition, development and operation of apartment communities.

Investments in mortgages, mezzanine loans, subordinated debt, other real estate, and other marketable securities could adversely affect the Company’s cash flow from [removed: operations.][added: operations. The Company may purchase or otherwise invest in securities issued by entities which own real estate and/or invest in mortgages or unsecured debt obligations.]

In general, investing in mortgages [removed: may pose some] [added: involves] risk, including [removed: but not limited to] [added: that] the value of mortgaged property may be less than the amounts owed, causing realized or unrealized losses; the borrower may not pay indebtedness under the mortgage when [removed: due, requiring the Company to foreclose,] [added: due] and [removed: the amount] [added: amounts] recovered [added: by the Company] in connection with [removed: the foreclosure] [added: related foreclosures] may be less than the amount owed; [removed: that] interest rates payable on the mortgages may be lower than the Company’s cost of funds; in the case of junior mortgages, [removed: that] foreclosure of a senior mortgage could eliminate the junior mortgage; delays in the collection of principal and interest if a borrower claims bankruptcy; possible senior lender default or overconcentration of senior lenders in portfolio; and unanticipated early prepayments may limit the Company’s expected return on its investment.

- changes in supply and cost of housing;

Existing and future rent control or rent stabilization laws and regulations, along with similar laws and regulations that expand tenants’ rights or impose additional costs on landlords, may reduce rental revenues or increase operating costs.

However, acquisitions may fail to meet the Company’s expectations due to factors including inaccurate estimates of future income, expenses and the costs of improvements or redevelopment.

- we may incur liabilities to third parties during the development process.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

This competition may result in increased costs to acquire or develop apartment communities or impact the Company’s ability to identify suitable acquisition or development transactions.

The Company may make or acquire mezzanine loans, which are generally subordinated loans.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

The Operating Partnership’s interest in these entities is typically less than a majority of the outstanding voting interests of that entity, which may limit the Operating Partnership’s ability to control the daily operations of such co-investment.

In these arrangements, we cannot guarantee that the terms of the shared facilities agreements will be enforced or interpreted in favor of the Company, and the Company’s inability to control expenditures, make necessary repairs and/or control certain decisions may adversely affect the Company’s financial condition and results of operations, and/or the property’s safety, compliance with applicable laws, marketability or market value.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

While we conduct pre-acquisition and development Phase I environmental site assessments, such assessments may not discover, ascertain or quantify the full extent of the environmental conditions at or near a given property.

While the properties were built to the seismic codes in place at the time of construction, not all properties have been, or are required to be, retrofitted to the current seismic codes.

Thus, some properties may be subject to physical risk associated with earthquakes, and may suffer significant damage, including, but not limited to, collapse for any number of reasons, including structural deficiencies.

Seismic coverage is limited and may not cover the Company’s seismic related losses.

Thus, we cannot assure you that an earthquake would not cause damage or losses greater than our current insured levels.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

We maintain cyber risk insurance which may be insufficient in the event of a cyber-incident.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

Uncertainty relating to the transition from LIBOR to SOFR may materially adversely affect us. The interest rate on certain of the Company’s debt obligations has been based on LIBOR, which is expected to be fully phased out by the end of June 2023.

As of December 31, 2022, the Company has transitioned its unsecured debt obligations and the majority of its secured debt obligations to SOFR, the consensus alternative rate to LIBOR.

While the transition to SOFR has not at this time caused any material impact to the Company’s debt costs, it is impossible to predict the extent to which SOFR will increase or decrease in the future, whether and to what extent banks will continue to use SOFR as the standard benchmark interest rate or if there will be any changes in the method used for determining SOFR which may result in a sudden or prolonged increase or decrease in SOFR.

Changes in the Company’s financing policy may lead to higher levels of indebtedness. The Company manages its debt to be in compliance with debt covenants under its unsecured bank facilities and senior unsecured bonds.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

Additionally, executive leadership transitions can be inherently difficult to manage and, as a result, we may experience some disruption to our business.

Changes to our Company’s operational structure could result in an increase in issues or departures among our operational staff.

Additionally, we could be subject to labor union efforts to organize our employees from time to time and, if successful, those organizational efforts may decrease our operational flexibility and increase operational costs.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

However, other transactions with interested stockholders subject to the MBCA may be delayed or may not meet the related supermajority voting or other requirements of the MBCA, which may delay or prevent the consummation of such transactions.

adversely affect the interests of holders of common stock.

Those provisions

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Partnership tax audit rules could have a material adverse effect on us. It is possible that partnerships in which we directly or indirectly invest would be required to pay additional taxes, interest, and penalties as a result of a partnership tax audit adjustment.

Litigation, including anti-trust litigation, even if resolved in our favor, could adversely impact our reputation, which could negatively impact our operations and cash flow.

The price per share of the Company’s stock may fluctuate significantly. The market price per share of the Company’s common stock may fluctuate significantly in response to many factors, including the factors discussed in this Item 1A, and actual or anticipated variations in the Company’s quarterly operating results, earnings estimates, or dividends, the resale of substantial amounts of the Company's stock, or the anticipation of such resale, general stock and bond market conditions, the general reputation of REITs and the Company, shifts in our investor base, natural disasters, armed conflict or geopolitical impacts, including, the ongoing conflict in Ukraine, or an active shooter incident.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

Some investors and financial institutions use ESG or sustainability scores, ratings or benchmarks to make financing, investment and voting decisions.

General real estate investment risks may adversely affect property income and values. Real estate investments are subject to a variety of risks.

wages and the local economy;

- local economic conditions in which the communities are located, such as oversupply of housing or a reduction in demand for rental housing;

- adverse economic, regulatory, or market conditions due to the COVID-19 pandemic leading to (1) a temporary or permanent move by tenants and/or prospective tenants from locations in which our communities are located, (2) increased costs or government limitations on revenue, and/or (3) delinquency due to various eviction moratoria;

With these short-term leases, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

National and regional economic environments can negatively impact the Company’s liquidity and operating results. The Company’s forecast for the national economy assumes growth of the GDP of the national economy and the economies of the west coast states.

Noncompliance with laws could expose the Company to liability, including fines to government authorities or damage awards to private litigants, reduced income or increased costs in order to comply with such requirements.

These

requirements may change, or new requirements may be imposed.

Rent control or rent stabilization laws, and new such laws that may be implemented, and other regulatory restrictions may limit our ability to increase rents and pass through new or increased operating costs to our tenants.

These initiatives and any other future enactments of rent control or rent stabilization laws or other laws regulating multifamily housing, as well as any lawsuits against the Company arising from such rent control or other laws, may reduce rental revenues or increase operating costs.

Furthermore, such regulations may negatively impact our ability to attract higher-paying tenants to such communities.

As a result, our ability to make distributions to Essex’s stockholders and the Operating Partnership’s unitholders may be compromised and we could experience volatility with respect to the market value of our properties and common stock and Operating Partnership units.

Furthermore, various city, county and state laws restricting rent increases in times of emergency have come into effect in connection with the COVID-19 pandemic, and numerous state, local, federal and industry-initiated efforts have and may continue to affect our ability to collect rent or enforce remedies for the failure to pay rent, including, among others, limitations or prohibitions on evicting tenants unwilling or unable to pay rent and prohibitions on the ability to collect unpaid rent during certain timeframes.

Our properties may also incur significant costs or losses related to legislative mandates which may result in a negative impact on our occupancy levels.

For example, many companies initially required, and now are continuing to allow or require, employees to “work from home” for an extended period of time, causing some tenants to move away from the urban centers temporarily or permanently.

Some businesses many have permanently closed due to deteriorating economic conditions, which has contributed to the temporary, or possibly permanent, deterioration of neighborhoods in and around some of our urban communities, which may be further worsened by increases in homelessness and crime.

There may also be an increased risk of material litigation due to the effects of the COVID-19 pandemic, including litigation brought by our residents or employees.

Market fluctuations as a result of the COVID-19 pandemic may affect our ability to obtain necessary funds for our operations, acquisitions, or re-financings.

In addition, macro-economic factors have caused some worker shortages and construction delays which could increase costs and lower profitability.

Further, while the Company carries general liability, pollution, and property insurance along with other insurance policies that may provide some coverage for any losses or costs incurred in connection with the COVID-19 pandemic, given the novelty of the issue and the scale of losses incurred throughout the world, there is no guarantee that we will be able to recover all or any portion of our losses and costs under these policies.

We may be additionally impacted by changes in legislation relating to insurance coverages with respect to the pandemic, including, but not limited to, workers’ compensation.

However, there are risks that acquisitions will fail to meet the Company’s expectations.

The Company’s estimates of future income, expenses and the costs of improvements or redevelopment that are necessary to allow the Company to market an acquired apartment community as originally intended may prove to be inaccurate.

The Company expects to finance future acquisitions under various forms of secured or unsecured financing or through the issuance of partnership units by the Operating Partnership or related partnerships

or joint ventures or additional equity by the Company.

The Company defines development projects as new communities that are being constructed or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations, and redevelopment projects as existing properties owned or recently acquired that have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement.

As of December 31, 2021, the Company had one consolidated development project and one unconsolidated joint venture development project comprised of 371 apartment homes for an estimated cost of $217.0 million, of which $61.0 million remains to be expended, and $32.6 million is the Company's share.

The Company’s development and redevelopment activities generally entail certain risks, including, among others:

- we may incur liabilities to third parties during the development process, for example, in connection with managing existing improvements on the site prior to tenant terminations and demolition (such as commercial space) or in connection with providing services to third parties (such as the construction of shared infrastructure or other improvements.)

These risks may reduce the funds available for distribution to Essex’s stockholders and the Operating Partnership's unitholders.

For the year ended December 31, 2021, 83% of the Company’s rental revenues were generated from communities located in California.

This geographic concentration could present risks if local property market performance falls below expectations.

Because the Company’s communities are geographically concentrated, the Company is exposed to greater economic concentration risks than if it owned a more geographically diverse portfolio.

California has also experienced increased relocation out of the state.

increased property tax rates in that state.

Such initiatives, if successful, could increase the assessed value and/or tax rates applicable to commercial property in California, including our apartment communities.

Increases in the Company’s expenses to own and maintain its properties could adversely impact the Company’s financial condition and results of operations.

These include other apartment communities, condominiums and single-family homes that are available for rent or for sale in the markets in which our communities are located.

This competition may result in an increase in prices and costs of apartment communities that the Company acquires and/or develops.

Essex is the sole general partner of the Operating Partnership and, as of December 31, [removed: 2021,] [added: 2022,] had an approximately 96.6% general partner interest in the Operating Partnership.

As of December 31, [removed: 2021,] [added: 2022,] the Company owned or had ownership interests in 252 operating apartment communities, comprising [removed: 61,911] [added: 62,147] apartment homes, excluding the Company's ownership in preferred equity co-investments, loan investments, three operating commercial buildings, and a development pipeline comprised of one [removed: consolidated project and one] unconsolidated joint venture project.

As of December 31, [removed: 2021,] [added: 2022,] the Company’s development pipeline was comprised of one [removed: consolidated project under development, one] unconsolidated joint venture project under [removed: development,] [added: development aggregating 264 apartment homes] and various predevelopment [removed: projects aggregating 371 apartment homes,] [added: projects,] with total incurred costs of [removed: $156.0 million, and estimated remaining project costs of approximately $61.0 million, $32.6 million of which represents the Company's estimated remaining costs, for total estimated project costs of $217.0] [added: $102.0] million.

As of December 31, [removed: 2021,] [added: 2022,] the Company also had an ownership interest in three operating commercial buildings (totaling approximately [removed: 281,000] [added: 283,000] square feet).

By region, the Company's operating results for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and projection for [removed: 2022] [added: 2023] new housing supply (defined as new multifamily apartment homes and single family homes, excluding developments with fewer than 50 apartment homes as well as student, senior and 100% affordable housing), projection for [removed: 2022] [added: 2023] job growth, and [removed: 2022] [added: 2023] estimated Same-Property revenue growth are as follows:

Southern California Region: As of December 31, [removed: 2021,] [added: 2022,] this region represented 43% of the Company’s consolidated operating apartment homes.

Revenues for [removed: "2021] [added: "2022] Same-Properties" (as defined below), or "Same-Property revenues," increased [removed: 3.2%] [added: 11.3%] in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

In [removed: 2022,] [added: 2023,] the Company projects new residential supply of [removed: 31,750] [added: 12,750] apartment homes and single family homes, which represents 0.5% of the total housing stock.

The Company projects an increase of [removed: 310,000] [added: 2,000] jobs or [removed: 4.0%] [added: 0.3%] in the Southern California region.

Northern California Region: As of December 31, [removed: 2021,] [added: 2022,] this region represented 37% of the Company’s consolidated operating apartment homes.

In [removed: 2022,] [added: 2023,] the Company projects new residential supply of [removed: 18,250] [added: 30,300] apartment homes and single family homes, which represents [removed: 0.8%] [added: 0.5%] of the total housing stock.

The Company projects an increase of [removed: 157,000] [added: 4,500] jobs or [removed: 4.7%] [added: 0.7%] in the Northern California region.

Seattle Metro Region: As of December 31, [removed: 2021,] [added: 2022,] this region represented 20% of the Company’s consolidated operating apartment homes.

In [removed: 2022,] [added: 2023,] the Company projects new residential supply of [removed: 14,800] [added: 14,450] apartment homes and single family homes, which represents 1.1% of the total housing stock.

The Company projects an increase of [removed: 63,000] [added: 3,000] jobs or [removed: 3.6%] [added: 0.4%] in the Seattle Metro region.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

In total, the Company projects an increase in [removed: 2022] [added: 2023] Same-Property revenues of between [removed: 7.0%] [added: 3.25%] to [removed: 8.5%.][added: 4.75%.]

Same-Property operating expenses are projected to increase in [removed: 2022] [added: 2023] by [removed: 3.5%] [added: 4.50%] to [removed: 4.5%.][added: 5.50%.]

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | |

| Southern California | | | [removed: 22,190] [added: 22,151] | | | | | | 43 | | % | | | | [removed: 22,560] [added: 22,190] | | | | | | 43 | | % |

| Northern California | | | [removed: 19,123] [added: 19,230] | | | | | | 37 | | % | | | | [removed: 19,319] [added: 19,123] | | | | | | 37 | | % |

| Seattle Metro | | | 10,341 | | | | | | 20 | | % | | | | [removed: 10,217] [added: 10,341] | | | | | | 20 | | % |

| Total | | | [removed: 51,654] [added: 51,722] | | | | | | 100 | | % | | | | [removed: 52,096] [added: 51,654] | | | | | | 100 | | % |

Co-investments, [removed: including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEXAEW, BEX II, BEX IV, and 500 Folsom communities,] developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods.

[removed: The] [added: Market Considerations, including the] COVID-19 Pandemic

While the California eviction moratorium sunsetted during the third quarter of 2021, other state and local eviction moratoriums and laws that limit rent increases during times of emergency and [removed: prohibit] [added: impair] the ability to collect unpaid rent during certain timeframes continue to be in effect in various formats at various regions in which [removed: Essex's] [added: our] communities are located, impacting [removed: Essex] [added: the Company] and its properties.

The Company [removed: is working] [added: continues] to [added: work to] comply with the stated intent of local, county, state and federal laws.

[removed: This includes new information which may emerge concerning the severity of] COVID-19 [removed: and related variants, the success of actions taken to contain or treat COVID-19,] [added: pandemic,] future laws that may be enacted, [added: geopolitical tensions, inflation,] the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets.

Primarily as a result of the impact of the COVID-19 pandemic, the Company's cash delinquencies as a percentage of scheduled rental income for the Company’s stabilized apartment communities or "Same-Property" (stabilized properties consolidated by the Company for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020)] [added: 2021) have generally] remained higher than the pre-pandemic period [removed: but improved from 2.5% for 2020] [added: due] to [removed: 1.9% for 2021.][added: on-going eviction moratoria related to the COVID-19 pandemic, and above the typical historical range of 0.3% to 0.4% since the second quarter of 2020.]

[added: The Company continues] to [added: work with residents to] collect such cash delinquencies.

As of December 31, [removed: 2021,] [added: 2022,] the delinquencies have not had a material adverse impact to the Company's liquidity position.

The COVID-19 pandemic [removed: has] [added: and the resulting macroeconomic conditions have] not negatively impacted the Company's ability to access traditional funding sources on the same or reasonably similar terms as were available in recent periods prior to the pandemic, as demonstrated by the Company's financing activity during the year ended December 31, [removed: 2021] [added: 2022] discussed in the “Liquidity and Capital Resources" section below.

The Company’s average financial occupancy for the Company’s stabilized apartment communities or [removed: "2021] [added: "2022] Same-Property" (stabilized properties consolidated by the Company for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020) increased 40 basis points to 96.4% in 2021 from 96.0% in 2020.][added: 2021) decreased 30]

The regional breakdown of the Company’s [removed: 2021] [added: 2022] Same-Property portfolio for financial occupancy for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] is as follows:

| | | | [added: | | | 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Northern California | | | [removed: 96.2] [added: 96.1] | | % | | | | [removed: 96.1] [added: 96.2] | | % |

| Seattle Metro | | | [removed: 96.2] [added: 95.8] | | % | | | | [removed: 96.0] [added: 96.2] | | % |

The following table provides a breakdown of revenue amounts, including the revenues attributable to [removed: 2021] [added: 2022] Same-Properties.

| Property Revenues ($ in thousands) | | | | | | Homes | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | | | | | Change | | |

| [removed: 2021] [added: 2022] Same-Properties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The estimated remaining project costs are approximately $25.0 million, $12.8 million of which represents the Company's estimated remaining costs, for total estimated project costs of $127.0 million.

Same-Property revenues increased 8.4% in 2022 as compared to 2021.

Same-Property revenues increased 12.0% in 2022 as compared to 2021.

Though diminishing, the COVID-19 pandemic and its related variants continue to impact the U.S. and world economies.

In an effort to mitigate its impact on affected populations, federal, state and local jurisdictions implemented varying forms of requirements which may continue to negatively affect profitability.

While COVID-19’s impact begins to dissipate, geopolitical tensions between Russian and Ukraine increased uncertainty during

2022.

Inflation has caused an increase in consumer prices, thereby reducing purchasing power and elevating the risks of a

recession.

Due to increased inflation, the U.S. Federal Reserve raised the federal funds rate a total of seven times during 2022.

In response, market interest rates have increased significantly during this time.

At the same time, the labor market remains historically tight and companies continue to look to add employees, pushing unemployment lower.

The long-term impact of these developments will largely depend on new information which may emerge concerning the

Cash delinquencies remained elevated at 1.9% for 2021 but decreased to 1.2% in 2022, attributable to government payments for Emergency Rental Assistance which was mostly depleted by December 31, 2022.

The Company's average financial occupancy for the Company's Same-Property portfolio decreased slightly from 96.4% for the year ended December 31, 2021 to 96.1% for the year ended December 31, 2022.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

basis points to 96.1% in 2022 from 96.4% in 2021.

| | | | 2022 | | | | | | 2021 | | |

| Southern California | | | 96.2 | | % | | | | 96.7 | | % |

| Southern California | | | | | | 21,006 | | | | | | $ | 624,907 | | | | | $ | 561,326 | | | | | $ | 63,581 | | | | | 11.3 | | % |

| Northern California | | | | | | 17,895 | | | | | | 591,556 | | | | | | 545,535 | | | | | | 46,021 | | | | | | 8.4 | | % |

| Seattle Metro | | | | | | 10,218 | | | | | | 268,512 | | | | | | 239,819 | | | | | | 28,693 | | | | | | 12.0 | | % |

| Total 2022 Same-Property Revenues | | | | | | 49,119 | | | | | | 1,484,975 | | | | | | 1,346,680 | | | | | | 138,295 | | | | | | 10.3 | | % |

| 2022 Non-Same Property Revenues | | | | | | | | | | | | 110,700 | | | | | | 84,738 | | | | | | 25,962 | | | | | | 30.6 | | % |

| Total Property Revenues | | | | | | | | | | | | $ | 1,595,675 | | | | | $ | 1,431,418 | | | | | $ | 164,257 | | | | | 11.5 | | % |

*2022 Non-Same Property Revenues* increased by $26.0 million or 30.6% to $110.7 million in 2022 compared to $84.7 million in 2021.

The increase was primarily due to the acquisitions of The Village at Toluca Lake and Canvas in 2021, the acquisitions of Regency Palm Court and Windsor Court in 2022, and an increase in average rental rates.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

The increase was primarily due to the addition of Martha Lake Apartments, Monterra in Mill Creek, The Rexford, and Silver communities to the Company's joint venture portfolio in 2021 and Vela in 2022, partially offset by the Company's purchases of BEX III, LLC's 50.0% interest in The Village at Toluca Lake in 2021, and its joint venture partner's 49.8% interest in Essex JV LLC co-investment that owned Regency Palm Court and Windsor Court, in 2022.

*Real estate taxes* increased by $3.5 million or 1.9% to $183.9 million in 2022 compared to $180.4 million in 2021, primarily due to real estate taxes from the completion of development properties Wallace on Sunset in 2021 and Station Park Green (Phase IV) in 2022, as well as the acquisitions of The Village at Toluca Lake, Canvas, and 7 S Linden Commercial properties during 2021.

*Depreciation and amortization expense* increased by $19.2 million or 3.7% to $539.3 million in 2022 compared to $520.1 million in 2021, primarily due to an increase in depreciation expense from the completion of development properties Mylo and Wallace on Sunset in 2021, Station Park Green (Phase IV) in 2022, as well as the acquisitions of The Village at Toluca Lake and Canvas in 2021, and Regency Palm Court and Windsor Court in 2022.

*Gain on sale of real estate and land* of $94.4 million in 2022 was attributable to the sale of Anavia in the fourth quarter of 2022.

*Interest expense* increased by $1.7 million or 0.8% to $204.8 million in 2022 compared to $203.1 million in 2021*,* primarily due to the issuance of new senior unsecured notes in 2021 which resulted in an increase in interest expense of $4.8 million and increased borrowing on the Company's unsecured lines of credit, and higher average interest rates, which resulted in an increase in interest expense of $3.0 million.

*Interest and other (loss) income* decreased by $117.7 million or 119.3% to a loss of $19.0 million in 2022 compared to an income of $98.7 million in 2021, primarily due to unrealized losses resulting from a decrease in the fair value of marketable securities.

These decreases were offset by $17.1 million in co-investment promote income during 2022 and an increase of $1.0 million in loss on early retirement of debt from unconsolidated co-investments.

*Deferred tax benefit on unconsolidated co-investments* of $10.2 million in 2022 is primarily due to net unrealized losses from non-core unconsolidated co-investments.

*Gain on remeasurement of co-investment* of $17.4 million in 2022 resulted from the Company's purchase of its joint venture partner's 49.8% membership interest in Essex JV, LLC co-investment that owned Regency Palm Court and Windsor Court.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

This facility is scheduled to mature in January 2027, with two six-month extensions, exercisable at the Company's option.

Same-Property revenues decreased 5.6% in 2021 as compared to 2020.

Same-Property revenues decreased 1.7% in 2021 as compared to 2020.

A community previously held in the BEX III co-investment was consolidated in the second quarter of 2021 and is excluded from the December 31, 2020 table but included in the December 31, 2021 table.

The United States and other countries around the world are continuing to experience impacts related to the COVID-19 pandemic and its related variants which has created considerable instability, disruption, and uncertainty.

Governmental authorities in impacted regions are taking extraordinary steps in an effort to slow down the spread of the viruses and mitigate its impact on affected populations.

Federal, state and local jurisdictions have implemented varying forms of requirements related to sponsors and patrons of public gatherings and required businesses to make changes to their operations in a manner that negatively affects profitability, resulting in job losses and related financial impacts that may affect future operations to an unknown extent.

In that regard, the Company has implemented a wide range of practices to protect and support its employees and residents.

Such measures include instituting a hybrid work model for corporate associates to work at the Company's corporate offices and remotely, and transitioning many public interactions with leasing staff to on-line and telephonic communications;

Due to the COVID-19 pandemic, some of the Company's residents, their health, their employment, and, thus, their ability to pay rent, have been and may continue to be impacted.

To support residents, the Company has implemented the following steps, including, but not limited to:

- assembling a Resident Response Team to effectively and efficiently respond to resident needs and concerns with respect to the pandemic;

- structuring payment plans for residents who are unable to pay their rent as a result of the outbreak and waiving late fees where required or applicable for those residents; and

- establishing the Essex Cares fund for the purpose of supporting the Company’s residents and communities that are experiencing financial hardships caused by the COVID-19 pandemic.

The impact of the COVID-19 pandemic on the U.S. and world economies generally, and on the Company's results in particular, has been, and may continue to be significant.

The long-term impact will largely depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, whether employees and employers will continue to promote remote work if and when the pandemic concludes.

The labor shortage due partly to various government mandates and vaccine requirements implemented during the COVID-19 pandemic and supply chain disruptions may negatively impact the Company's results of operations.

The Company has executed some payment plans and will continue to work with residents

As a result of continued analysis of the collectability of delinquencies, reported delinquencies as a percentage of scheduled rent for the Company's Same-Property portfolio was 2.0% for the year ended December 31, 2021.

| Southern California | | | 96.8 | | % | | | | 96.0 | | % |

| Southern California | | | | | | 20,800 | | | | | | $ | 557,906 | | | | | $ | 540,771 | | | | | $ | 17,135 | | | | | 3.2 | | % |

| Northern California | | | | | | 16,072 | | | | | | 490,513 | | | | | | 519,746 | | | | | | (29,233) | | | | | | (5.6) | | % |

| Seattle Metro | | | | | | 10,218 | | | | | | 239,819 | | | | | | 243,900 | | | | | | (4,081) | | | | | | (1.7) | | % |

| Total 2021 Same-Property Revenues | | | | | | 47,090 | | | | | | 1,288,238 | | | | | | 1,304,417 | | | | | | (16,179) | | | | | | (1.2) | | % |

| 2021 Non-Same Property Revenues | | | | | | | | | | | | 143,180 | | | | | | 181,733 | | | | | | (38,553) | | | | | | (21.2) | | % |

| Total Property Revenues | | | | | | | | | | | | $ | 1,431,418 | | | | | $ | 1,486,150 | | | | | $ | (54,732) | | | | | (3.7) | | % |

*2021 Non-Same Property Revenues* decreased by $38.6 million or 21.2% to $143.2 million in 2021 compared to $181.7 million in 2020.

The decrease was primarily due to property dispositions in 2020 and the sale of Hidden Valley, Axis 2300, Park 20, and Devonshire Apartments in 2021 partially offset by the acquisition of The Village at Toluca Lake.

The decrease was primarily due to a decrease in revenues used to calculate management fees as well as a decrease of the management fee rate for one of the joint ventures.

2021 Same-Property real estate taxes increased by $3.6 million or 2.4% to $155.0 million in 2021 compared to $151.4 million in 2020 primarily due to increases in assessed valuations and tax rates.

*Depreciation and amortization expense* decreased by $5.4 million or 1.0% to $520.1 million in 2021 compared to $525.5 million in 2020, primarily due to a decrease in amortization expense resulting from certain lease intangibles becoming fully amortized during 2020 and the sale of Hidden Valley, Axis 2300, Park 20, and Devonshire Apartments during 2021.

The Company's $65.0 million gain on sale of real estate and land in 2020 was primarily attributable to the portfolio sale of One South Market and Museum Park, and the sales of Delano and 416 on Broadway during 2020.

These decreases in interest expense were partially offset by the issuance of new senior unsecured notes which resulted in an increase of $23.8 million interest expense for 2021 as compared to 2020.

*Interest and other income* increased by $57.7 million or 140.7% to $98.7 million in 2021 compared to $41.0 million in 2020, primarily due to increases of $34.3 million in insurance reimbursements, legal settlements and other driven by a one-time legal settlement claim, $20.6 million in unrealized gains on marketable securities, $7.9 million in marketable securities and other income, $4.9 million in income from early redemption of notes receivable, and $1.3 million in gain on sale of marketable securities.

These increases were offset by decreases of $8.8 million in equity income from co-investments and $6.5 million in co-investment promote income.

*Deferred tax expense on unrealized gain on unconsolidated co-investment* of $15.7 million in 2021 resulted from a net unrealized gain of $53.7 million from an unconsolidated co-investments.

*Loss on early retirement of debt, net* of $19.0 million in 2021 was primarily due to the early termination of the Company's

five interest rate swap contracts in conjunction with the partial repayment of the Company's unsecured term debt and the early repayment of $300.0 million of senior unsecured notes.

Gain on remeasurement of $234.7 million in 2020 resulted from the Company's purchase of Canada Pension Plan Investment Board's ("CPPIB") 45.0% co-investment interests during the first quarter of 2020.

For the year ended December 31, 2019, the Company issued 228,271 shares of common stock through the 2018 ATM Program at an average price of $321.56 per share for proceeds of $73.4 million.

| Mezzanine loans | | | | | | 2 | | | | | | 140,000 | | | | | | 52,734 | | |

[removed: As of December 31, 2021, the Company had no outstanding] [added: The Company’s] interest rate swap [removed: contracts.][added: is designated as a cash flow hedge as of December 31, 2022.]

Additionally, the Company has entered into total return swap contracts, with an aggregate notional amount of [removed: $224.4] [added: $223.6] million that effectively convert [removed: $224.4] [added: $223.6] million of fixed mortgage notes payable to a floating interest rate based on the SIFMA plus a spread and have a carrying value of zero at December 31, [removed: 2021.][added: 2022.]

Management has estimated the fair value of the Company’s [removed: $5.8] [added: $5.7] billion of fixed rate debt at December 31, [removed: 2021,] [added: 2022,] to be [removed: $6.0] [added: $5.2] billion.

Management has estimated the fair value of the Company’s [removed: $565.6] [added: $275.7] million of variable rate debt at December 31, [removed: 2021,] [added: 2022,] to be [removed: $561.7] [added: $273.2] million based on the [added: terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace.]

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

| ($ in thousands, except for interest rates) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | Total | | | | | | Fair value | | |

[removed: (1)$224.4] [added: (1)$223.6] million of variable rate debt is tax exempt to the note holders.

The table incorporates only those exposures that exist as of December 31, [removed: 2021;] [added: 2022;] it does not consider those exposures or positions that could arise after that date.

As of December 31, 2022, the Company had one interest rate swap contract to mitigate the risk of changes in the interest-related cash outflows on $300.0 million of the unsecured term loan that had not been drawn and had a balance of zero.

As of December 31, 2022, the Company also had $223.6 million of secured variable rate indebtedness.

The following table summarizes the notional amount, carrying value, and estimated fair value of the Company’s cash flow hedge derivative instruments used to hedge interest rates as of December 31, 2022.

The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates or market risks.

The table also includes a sensitivity analysis to demonstrate the impact on the Company’s derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of December 31, 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Notional Amount | | | | | | Maturity Date Range | | | | | | Carrying and Estimated Fair Value | | | | | | Estimated Carrying Value | | | | | | | | |

| | | | | | | | | | | | | +50 | | | | | | \-50 | | | | | | | | | | | |

| ($ in thousands) | | | | | | | | | | | | Basis Points | | | | | | Basis Points | | | | | | | | | | | |

| Cash flow hedges: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest rate swaps | | | $ | 300,000 | | | | | 2026 | | | | | | $ | 5,556 | | | | | $ | 10,107 | | | | | $ | 851 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total cash flow hedges | | | $ | 300,000 | | | | | 2026 | | | | | | $ | 5,556 | | | | | $ | 10,107 | | | | | $ | 851 | |

| Fixed rate debt | | | $ | 302,093 | | | | | $ | 402,177 | | | | | $ | 632,035 | | | | | $ | 548,291 | | | | | $ | 419,558 | | | | | $ | 3,417,000 | | $ | 5,721,154 | | | | | $ | 5,195,981 | |

| Average interest rate | | | 3.4 | | % | | | | 4.0 | | % | | | | 3.5 | | % | | | | 3.5 | | % | | | | 3.8 | | % | | | | 3.0 | | % | | | | | | | | | |

| Variable rate debt (1) | | | $ | 852 | | | | | $ | 13,005 | | | | | $ | 1,019 | | | | | $ | 1,114 | | | | | $ | 84,397 | | | | | $ | 175,269 | | $ | 275,656 | | | | | $ | 273,160 | |

| Average interest rate | | | 3.6 | | % | | | | 4.3 | | % | | | | 3.6 | | % | | | | 3.6 | | % | | | | 3.4 | | % | | | | 3.7 | | % | | | | | | | | | |

terms of existing mortgage notes payable and variable rate demand notes compared to those available in the marketplace.

| Fixed rate debt | | | $42,408 | | | | | | $302,093 | | | | | | $402,177 | | | | | | $632,035 | | | | | | $548,291 | | | | | | $3,836,558 | | | $5,763,562 | | | | | | $5,996,335 | | |

| Average interest rate | | | 3.6% | | | | | | 3.4% | | | | | | 4.0% | | | | | | 3.5% | | | | | | 3.5% | | | | | | 3.2% | | | | | | | | | | | |

| Variable rate debt (1) | | | $780 | | | | | | $2,109 | | | | | | $932 | | | | | | $1,019 | | | | | | $1,114 | | | | | | $559,666 | | | $565,620 | | | | | | $561,670 | | |

| Average interest rate | | | 1.2% | | | | | | 1.1% | | | | | | 1.2% | | | | | | 1.2% | | | | | | 1.2% | | | | | | 1.1% | | | | | | | | | | | |

Essex is the sole general partner of the Operating Partnership and as of December 31, [removed: 2021,] [added: 2022,] had an approximately 96.6% general [removed: partnership] [added: partner] interest in the Operating Partnership.

As of December 31, [removed: 2021,] [added: 2022,] the Company owned or had ownership interests in 252 operating apartment communities, aggregating [removed: 61,911] [added: 62,147] apartment homes, excluding the Company's ownership in preferred equity co-investments, loan investments, three operating commercial buildings, and a development pipeline comprised of one [removed: consolidated project and one] unconsolidated joint venture project [added: and various predevelopment projects] aggregating [removed: 371] [added: 264] apartment homes (collectively, the "Portfolio").

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

The [removed: tables] [added: table] below [removed: summarize] [added: summarizes] acquisition activity for the year ended December 31, [removed: 2021] [added: 2022] ($ in millions):

For the year ended December 31, [removed: 2021,] [added: 2022,] the Company purchased or increased its interests in [removed: six] [added: three] communities consisting of [removed: 1,033] [added: 590] apartment homes [removed: and two commercial properties] for approximately [removed: $432.3] [added: $215.9] million.

| Property Name [removed: (1)] | | | | | | Location | | | | | | Apartment Homes | | | | | | Essex Ownership Percentage | | | | | | Ownership | | | | | | Quarter in [removed: 2021] [added: 2022] | | | | | | Purchase Price | | | | | |

[removed: (3)] [added: (1)] Represents the [removed: contact] [added: contract] price for the entire property, not the Company’s share.

| Property Name | | | | | | Location | | | | | | [added: Apartment Homes | | | | | |] Ownership | | | | | | Quarter in [removed: 2021] [added: 2022] | | | | | | [removed: Purchase] [added: Sales] Price [added: (in millions)] | | | [added: | | |]

As part of its strategic plan to own quality real estate in supply-constrained markets, the Company continually evaluates all of its communities and sells those [removed: which] [added: communities that] no longer meet [removed: its] [added: the Company's] strategic criteria.

The Company believes that the sale of these communities will not have a material impact on its future results of operations or cash flows nor will [removed: their] [added: the] sale [added: of these communities] materially affect [removed: its] [added: the Company's] ongoing operations.

For the year ended December 31, [removed: 2021,] [added: 2022,] the Company sold [removed: four communities] [added: one community] consisting of [removed: 912] [added: 250] apartment homes for approximately [removed: $330.0] [added: $160.0] million.

(1) The Company recognized a [removed: $69.2] [added: $94.4] million gain on sale.

As of December 31, [removed: 2021,] [added: 2022,] the Company's development pipeline was comprised of one [removed: consolidated project under development and one] unconsolidated joint venture project under development aggregating [removed: 371] [added: 264] apartment [removed: homes,] [added: homes and various predevelopment projects,] with total incurred costs of [removed: $156.0 million, and estimated remaining project costs of approximately $61.0 million, $32.6 million of which represents the Company's share of estimated remaining costs, for total estimated project costs of $217.0] [added: $102.0] million.

As of December 31, [removed: 2021,] [added: 2022,] the Company had various consolidated predevelopment projects.

| [removed: Development Projects] [added: Total] - Consolidated [added: Predevelopment Projects] | | | | | | | | | | | | | | | | | | [added: —] | | | | | | [added: 25] | | | | | | [added: 25] | | |

| [added: LIVIA (fka] Scripps Mesa [removed: Apartments] [added: Apartments)] (2) | | | | | | San Diego, CA | | | | | | 51% | | | | | | 264 | | | | | | [removed: 44] [added: $] | [added: 77] | | | | | [removed: 102] [added: $] | [added: 102] | |

| Total Development Projects - Joint Venture | | | | | | | | | | | | | | | | | | 264 | | | | | | [removed: 44] [added: 77] | | | | | | 102 | | |

| Other Projects | | | | | | Various | | | | | | 100% | | | | | | — | | | | | | [removed: 21] [added: 25] | | | | | | [removed: 21] [added: 25] | | |

| Grand Total - Development and Predevelopment Pipeline | | | | | | | | | | | | | | | | | | [removed: 371] [added: 264] | | | | | | $ | [removed: 156] [added: 102] | | | | | $ | [removed: 217] [added: 127] | |

During [removed: 2021,] [added: 2022,] the Company made regularly scheduled principal payments and loan payoffs of [removed: $3.5] [added: $43.2] million to its secured mortgage notes payable at an average interest rate of [removed: 2.9%.][added: 3.6%.]

As of December 31, [removed: 2021,] [added: 2022,] Moody’s Investor Service and Standard and Poor's ("S&P") credit agencies rated Essex Property Trust, Inc. and Essex Portfolio, L.P. Baa1/Stable and BBB+/Stable, respectively.

At December 31, [removed: 2021,] [added: 2022,] the Company had two unsecured lines of credit aggregating $1.24 billion.

The Company's $1.2 billion credit facility had an interest rate of [removed: LIBOR] [added: Adjusted SOFR] plus [removed: 0.775%, with] [added: 0.75% which is based on] a [added: tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric grid, and a] scheduled maturity date [removed: in September 2025] [added: of January 2027] with [removed: three 6-month] [added: two six-month] extensions, exercisable at the Company's option.

During the year ended December 31, [removed: 2021,] [added: 2022,] the Company did not issue any shares of common stock through [removed: the] [added: its equity distribution agreement entered into in September] 2021 [removed: ATM Program or through the 2018] [added: (the "2021] ATM [removed: Program.][added: Program").]

As of December 31, [removed: 2021,] [added: 2022,] there were no outstanding forward sale agreements, and $900.0 million of shares remain available to be sold under the 2021 ATM Program.

As of December 31, [removed: 2021,] [added: 2022,] the Company had [removed: $214.5] [added: $398.3] million of purchase authority remaining under its [removed: $250.0] [added: $500.0] million stock repurchase plan.

The Company has entered into, and may continue in the future to enter into, joint ventures or partnerships (including limited liability companies) through which [removed: we own] [added: it owns] an indirect economic interest in less than 100% of the community or land or other investments owned directly by the joint venture or partnership.

For each joint venture the Company holds a non-controlling interest in the venture [removed: and earns customary management fees and] [added: and, in most cases,] may earn [added: customary management fees,] development fees, asset property management fees, and a promote interest.

The Company is headquartered in San Mateo, CA, and has regional [added: corporate] offices in Woodland Hills, CA; Irvine, CA and Bellevue, WA.

The Company believes [removed: that] [added: it has one of the most diverse workforces among] its [added: peers in the real estate industry in part due to its] robust and integrated diversity, equity, and inclusion strategy, which utilizes training programs, employee committees, and executive sponsorships to strengthen and promote diversity, equal opportunity, and fair treatment for all Company associates.

As of December 31, [removed: 2021,] [added: 2022,] the Company's workforce [removed: was] [added: was, based on the voluntary self-identification of our employee base,] approximately [removed: 43%] [added: 45%] Hispanic or Latino, [removed: 29%] [added: 28%] White, 12% Asian, [removed: 8%] [added: 7%] Black or African American, 1% Native Hawaiian or other Pacific Islander, 1% American Indian or Alaska Native, and 5% two or more races.

[removed: 1%] [added: 3%] of employees chose to not disclose their race.

The Company had [removed: 308 females] [added: 249 women] in positions of manager or higher, representing [removed: 65%] [added: 60%] of managerial [removed: positions.][added: positions, a decrease from 65% in 2021.]

The Company has a Diversity, Equity, and Inclusion ("DEI") Committee which directs the overarching goal setting, implementation, and follow-up for DEI initiatives and whose chairperson reports directly to the CEO on the Committee’s [added: activities.]

All associates are offered training aimed at preventing workplace harassment, including harassment based on age, gender or ethnicity, [added: training covering the foundations of DEI] and [added: awareness of unconscious bias in the workplace, and] all managers are required to complete [removed: harassment] [added: anti-harassment] training.

| Gender Representation by Position (1) | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| Corporate - Top Executives, VPs, Assistant VPs, Directors, & Managers | | | | | | [removed: 70 (3)] [added: 74] | | | | | | [removed: 66 (3)] [added: 76] | | | | | | [removed: 51%] [added: 49%] | | | | | | [removed: 49%] [added: 51%] | | |

| Field - Leasing Specialists, Leasing Managers, Relationship Reps, Bookkeepers | | | | | | [removed: 119] [added: 110] | | | | | | [removed: 194] [added: 216] | | | | | | [removed: 38%] [added: 34%] | | | | | | [removed: 62%] [added: 66%] | | |

| Field - Maintenance Supervisors and Techs | | | | | | [removed: 534] [added: 548] | | | | | | [removed: 10] [added: 11] | | | | | | 98% | | | | | | 2% | | |

| Field - Porter, Landscaper, Painter, Security Guard, Amenities Attendant | | | | | | [removed: 103] [added: 109] | | | | | | [removed: 82] [added: 89] | | | | | | [removed: 56%] [added: 55%] | | | | | | [removed: 44%] [added: 45%] | | |

| Vela | | | | | | Woodland Hills, CA | | | | | | 379 | | | | | | 50 | | % | | | | Wesco VI | | | | | | Q1 | | | | | | $ | 183.0 | | (1) | | |

| Regency Palm Court and Windsor Court | | | | | | Los Angeles, CA | | | | | | 211 | | | | | | 100 | | % | | | | EPLP | | | | | | Q3 | | | | | | 32.9 | | | (2) | | |

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| Total 2022 | | | | | | | | | | | | 590 | | | | | | | | | | | | | | | | | | | | | | | | $ | 215.9 | | | | |

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

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

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| Total 2022 | | | | | | | | | | | | 250 | | | | | | | | | | | | | | | | | | $ | 160.0 | | | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

The estimated remaining project costs are approximately $25.0 million, of which $12.8 million represents the Company's share of estimated remaining costs, for total estimated project costs of $127.0 million.

| | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2022 | | | | | | | | |

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In October 2022, the Company obtained a $300.0 million unsecured term loan priced at Adjusted Secured Overnight Financing Rate ("SOFR") plus 0.85%.

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

The loan includes a six-month delayed draw feature with the proceeds expected to be drawn in April 2023 to repay the Company's $300.0 million unsecured notes due in May 2023.

The Company's $35.0 million working capital unsecured line of

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

credit had an interest rate of Adjusted SOFR plus 0.75%, which is based on a tiered rate structure tied to the Company's credit ratings, adjusted for the Company's sustainability metric grid, and a scheduled maturity date of July 2024.

In September 2022, the Company's Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate value of $500.0 million.

The plan supersedes the Company's previous common stock repurchase plan announced in December 2015.

During the year ended December 31, 2022, the Company repurchased and retired 740,053 shares of its common stock totaling $189.7 million, including commissions, of which 420,606 shares of common stock totaling $101.7 million were repurchased under the new plan after its approval.

As of December 31, 2022, the Company had 1,772 employees, 99.9% of whom were full-time employees.

A total of 1,327 employees worked on-site at our operating communities and 445 worked in our corporate offices.

54% of the Company’s managerial level employees, 22% of its senior executives, and 20% of its named executive officers self-identified as Hispanic or Latino, Asian, Black or African American, Native Hawaiian or other Pacific Islander, American Indian or Alaska Native, or two or more races.

As of December 31, 2022, the Company’s workforce was 41% female, 58% male, and 1% chose not to disclose their gender.

57% of our corporate associates and 36% of our on-site operational associates self-identified as female.

The slight decrease is primarily attributable to the Company’s new operational structure which resulted in 62 operational associates moving into non-managerial roles.

While some oversight duties were realigned, salary and benefits were not impacted, and women continue to hold a majority of the managerial roles at the Company.

Gender diversity within the Company’s leadership is similar to the overall gender diversity of the Company’s employees and managers, with women composing 60% of the Company’s executive officers and 56% of the Company’s senior executives.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

The Company developed a robust, multiple regression analysis model, which confirmed that we continue to maintain our gender pay parity.

Our robust statistical analysis confirmed that gender was not a significant factor in determining pay decisions in 2022.

The following aligns with the Company’s EE0-1 data for 2022:

| Corporate - Below manager position | | | | | | 100 | | | | | | 173 | | | | | | 37% | | | | | | 63% | | |

| Field - Regional Directors/Managers, Community Managers | | | | | | 89 | | | | | | 173 | | | | | | 34% | | | | | | 66% | | |

| The Village at Toluca Lake (2) | | | | | | Burbank, CA | | | | | | 145 | | | | | | 100 | | % | | | | EPLP | | | | | | Q2 | | | | | | $ | 31.8 | | | | |

| Martha Lake Apartments | | | | | | Lynwood, WA | | | | | | 155 | | | | | | 50 | | % | | | | Wesco VI | | | | | | Q3 | | | | | | 53.0 | | | (3) | | |

| Monterra in Mill Creek | | | | | | Mill Creek, WA | | | | | | 139 | | | | | | 50 | | % | | | | Wesco VI | | | | | | Q4 | | | | | | 55.0 | | | (3) | | |

| The Rexford | | | | | | Fremont, CA | | | | | | 203 | | | | | | 50 | | % | | | | Wesco VI | | | | | | Q4 | | | | | | 112.5 | | | (3) | | |

| Silver (4) | | | | | | San Jose, CA | | | | | | 268 | | | | | | 58 | | % | | | | GR Block C | | | | | | Q4 | | | | | | 132.4 | | | (3) | | |

| Canvas | | | | | | Seattle, WA | | | | | | 123 | | | | | | 100 | | % | | | | EPLP | | | | | | Q4 | | | | | | 47.6 | | | | | |

| Total 2021 | | | | | | | | | | | | 1,033 | | | | | | | | | | | | | | | | | | | | | | | | $ | 432.3 | | | | |

(1)In November 2021, the Company purchased a managing interest in a single asset entity owning a 179-unit apartment home community located in Vista, CA, for a contract price of $44.0 million, at the Company’s pro rata share.

(2) In June 2021, the Company purchased the joint venture partner's 50.0% membership interest in the BEX III, LLC co-investment that owned The Village at Toluca Lake based on a property valuation of $63.5 million.

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

(4) In November 2021, the Company converted its existing $11.0 million preferred equity investment in Silver into a 58.0% equity ownership interest in the property.

Based on a consolidation analysis, the Company accounts for this investment under the equity method investment.

For the year ended December 31, 2021, the Company purchased two fully-leased commercial properties for approximately $86.0 million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 7 South Linden | | | | | | South San Francisco, CA | | | | | | EPLP | | | | | | Q3 | | | | | | $ | 33.5 | |

| Third & Broad | | | | | | Seattle, WA | | | | | | EPLP | | | | | | Q3 | | | | | | 52.5 | | |

| Total 2021 | | | | | | | | | | | | | | | | | | | | | | | | $ | 86.0 | |

| Property Name | | | | | | Location | | | | | | Apartment Homes | | | | | | Ownership | | | | | | Quarter in 2021 | | | | | | Sales Price (in millions) | | | | | |

| Hidden Valley | | | | | | Simi Valley, CA | | | | | | 324 | | | | | | EPLP | | | | | | Q1 | | | | | | $ | 105.0 | | (1) | | |

| Park 20 | | | | | | San Mateo, CA | | | | | | 197 | | | | | | EPLP | | | | | | Q1 | | | | | | 113.0 | | | (2) | | |

| Axis 2300 | | | | | | Irvine, CA | | | | | | 115 | | | | | | EPLP | | | | | | Q1 | | | | | | 57.5 | | | (3) | | |

| Devonshire Apartments | | | | | | Hemet, CA | | | | | | 276 | | | | | | EPLP | | | | | | Q3 | | | | | | 54.5 | | | (4) | | |

| Total 2021 | | | | | | | | | | | | 912 | | | | | | | | | | | | | | | | | | $ | 330.0 | | | | |

In conjunction with the sale, the Company repaid $29.7 million of mortgage debt that encumbered the property.

(2) The Company recognized an immaterial gain on sale.

(3) The Company recognized a $30.8 million gain on sale.

(4) The Company recognized a $42.9 million gain on sale.

| | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2021 | | | | | | | | |

| Station Park Green - Phase IV | | | | | | San Mateo, CA | | | | | | 100% | | | | | | 107 | | | | | | $ | 91 | | | | | $ | 94 | |

| Total Development Projects - Consolidated | | | | | | | | | | | | | | | | | | 107 | | | | | | 91 | | | | | | 94 | | |

| Total - Consolidated Predevelopment Projects | | | | | | | | | | | | | | | | | | — | | | | | | 21 | | | | | | 21 | | |

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

The 2028 Notes were offered to investors at a price of 99.423% of par value.

The 2028 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are unconditionally guaranteed by Essex.

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

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

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

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

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting stock held by non-affiliates of Essex Property Trust, Inc. was [removed: $19,372,879,492.][added: $16,906,398,955.]

As of February [removed: 23, 2022, 65,278,686] [added: 21, 2023, 64,518,322] shares of common stock ($.0001 par value) of Essex Property Trust, Inc. were outstanding.

Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission (the "SEC") pursuant to Regulation 14A in connection with the [removed: 2022] [added: 2023] annual meeting of stockholders of Essex Property Trust, Inc. are incorporated by reference in Part III of this Annual Report on Form 10-K.

Such Proxy Statement will be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] of Essex Property Trust, Inc., a Maryland corporation, and Essex Portfolio, L.P., a Delaware limited partnership of which Essex Property Trust, Inc. is the sole general partner.

As of December 31, [removed: 2021,] [added: 2022,] Essex owned approximately 96.6% of the ownership interest in the Operating Partnership with the remaining 3.4% interest owned by limited partners.

[removed: 2021] [added: 2022] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#i981a22c87c7d4319aa4bec2f94174cb0_19)] [added: [Business](#i973047f3d5504a24aed3e92d095cd667_19)] | | | [removed: [3](#i981a22c87c7d4319aa4bec2f94174cb0_19)] [added: [1](#i973047f3d5504a24aed3e92d095cd667_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i981a22c87c7d4319aa4bec2f94174cb0_22)] [added: Factors](#i973047f3d5504a24aed3e92d095cd667_22)] | | | [removed: [11](#i981a22c87c7d4319aa4bec2f94174cb0_22)] [added: [8](#i973047f3d5504a24aed3e92d095cd667_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i981a22c87c7d4319aa4bec2f94174cb0_25)] [added: Comments](#i973047f3d5504a24aed3e92d095cd667_25)] | | | [removed: [29](#i981a22c87c7d4319aa4bec2f94174cb0_25)] [added: [21](#i973047f3d5504a24aed3e92d095cd667_25)] | | |

| Item 2. | | | [removed: [Properties](#i981a22c87c7d4319aa4bec2f94174cb0_28)] [added: [Properties](#i973047f3d5504a24aed3e92d095cd667_28)] | | | [removed: [30](#i981a22c87c7d4319aa4bec2f94174cb0_28)] [added: [22](#i973047f3d5504a24aed3e92d095cd667_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i981a22c87c7d4319aa4bec2f94174cb0_31)] [added: Proceedings](#i973047f3d5504a24aed3e92d095cd667_31)] | | | [removed: [37](#i981a22c87c7d4319aa4bec2f94174cb0_31)] [added: [29](#i973047f3d5504a24aed3e92d095cd667_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i981a22c87c7d4319aa4bec2f94174cb0_34)] [added: Disclosures](#i973047f3d5504a24aed3e92d095cd667_34)] | | | [removed: [37](#i981a22c87c7d4319aa4bec2f94174cb0_34)] [added: [29](#i973047f3d5504a24aed3e92d095cd667_34)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i981a22c87c7d4319aa4bec2f94174cb0_40)] [added: Securities](#i973047f3d5504a24aed3e92d095cd667_40)] | | | [removed: [38](#i981a22c87c7d4319aa4bec2f94174cb0_40)] [added: [30](#i973047f3d5504a24aed3e92d095cd667_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i981a22c87c7d4319aa4bec2f94174cb0_43)] [added: [\[Reserved\]](#i973047f3d5504a24aed3e92d095cd667_43)] | | | [removed: [42](#i981a22c87c7d4319aa4bec2f94174cb0_43)] [added: [34](#i973047f3d5504a24aed3e92d095cd667_43)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i981a22c87c7d4319aa4bec2f94174cb0_46)] [added: Operations](#i973047f3d5504a24aed3e92d095cd667_46)] | | | [removed: [43](#i981a22c87c7d4319aa4bec2f94174cb0_46)] [added: [35](#i973047f3d5504a24aed3e92d095cd667_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risks](#i981a22c87c7d4319aa4bec2f94174cb0_58)] [added: Risks](#i973047f3d5504a24aed3e92d095cd667_58)] | | | [removed: [55](#i981a22c87c7d4319aa4bec2f94174cb0_58)] [added: [47](#i973047f3d5504a24aed3e92d095cd667_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i981a22c87c7d4319aa4bec2f94174cb0_61)] [added: Data](#i973047f3d5504a24aed3e92d095cd667_61)] | | | [removed: [56](#i981a22c87c7d4319aa4bec2f94174cb0_61)] [added: [48](#i973047f3d5504a24aed3e92d095cd667_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i981a22c87c7d4319aa4bec2f94174cb0_64)] [added: Disclosure](#i973047f3d5504a24aed3e92d095cd667_64)] | | | [removed: [56](#i981a22c87c7d4319aa4bec2f94174cb0_64)] [added: [48](#i973047f3d5504a24aed3e92d095cd667_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i981a22c87c7d4319aa4bec2f94174cb0_67)] [added: Procedures](#i973047f3d5504a24aed3e92d095cd667_67)] | | | [removed: [56](#i981a22c87c7d4319aa4bec2f94174cb0_67)] [added: [48](#i973047f3d5504a24aed3e92d095cd667_67)] | | |

| Item 9B. | | | [Other [removed: Information](#i981a22c87c7d4319aa4bec2f94174cb0_70)] [added: Information](#i973047f3d5504a24aed3e92d095cd667_70)] | | | [removed: [57](#i981a22c87c7d4319aa4bec2f94174cb0_70)] [added: [49](#i973047f3d5504a24aed3e92d095cd667_70)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i981a22c87c7d4319aa4bec2f94174cb0_2256)] [added: Inspections](#i973047f3d5504a24aed3e92d095cd667_73)] | | | [removed: [57](#i981a22c87c7d4319aa4bec2f94174cb0_2256)] [added: [49](#i973047f3d5504a24aed3e92d095cd667_73)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i981a22c87c7d4319aa4bec2f94174cb0_76)] [added: Governance](#i973047f3d5504a24aed3e92d095cd667_79)] | | | [removed: [58](#i981a22c87c7d4319aa4bec2f94174cb0_76)] [added: [50](#i973047f3d5504a24aed3e92d095cd667_79)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i981a22c87c7d4319aa4bec2f94174cb0_79)] [added: Compensation](#i973047f3d5504a24aed3e92d095cd667_82)] | | | [removed: [58](#i981a22c87c7d4319aa4bec2f94174cb0_79)] [added: [50](#i973047f3d5504a24aed3e92d095cd667_82)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i981a22c87c7d4319aa4bec2f94174cb0_82)] [added: Matters](#i973047f3d5504a24aed3e92d095cd667_85)] | | | [removed: [58](#i981a22c87c7d4319aa4bec2f94174cb0_82)] [added: [50](#i973047f3d5504a24aed3e92d095cd667_85)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i981a22c87c7d4319aa4bec2f94174cb0_85)] [added: Independence](#i973047f3d5504a24aed3e92d095cd667_88)] | | | [removed: [58](#i981a22c87c7d4319aa4bec2f94174cb0_85)] [added: [50](#i973047f3d5504a24aed3e92d095cd667_88)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i981a22c87c7d4319aa4bec2f94174cb0_88)] [added: Services](#i973047f3d5504a24aed3e92d095cd667_91)] | | | [removed: [58](#i981a22c87c7d4319aa4bec2f94174cb0_88)] [added: [50](#i973047f3d5504a24aed3e92d095cd667_91)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i981a22c87c7d4319aa4bec2f94174cb0_94)] [added: Schedules](#i973047f3d5504a24aed3e92d095cd667_97)] | | | [removed: [59](#i981a22c87c7d4319aa4bec2f94174cb0_94)] [added: [51](#i973047f3d5504a24aed3e92d095cd667_97)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i981a22c87c7d4319aa4bec2f94174cb0_94)] [added: Summary](#i973047f3d5504a24aed3e92d095cd667_97)] | | | [removed: [59](#i981a22c87c7d4319aa4bec2f94174cb0_94)] [added: [51](#i973047f3d5504a24aed3e92d095cd667_97)] | | |

| [removed: [Signatures](#i981a22c87c7d4319aa4bec2f94174cb0_211)] [added: [Signatures](#i973047f3d5504a24aed3e92d095cd667_211)] | | | | | | [removed: [S-](#i981a22c87c7d4319aa4bec2f94174cb0_211)[1](#i981a22c87c7d4319aa4bec2f94174cb0_211)] [added: [S-](#i973047f3d5504a24aed3e92d095cd667_211)[1](#i973047f3d5504a24aed3e92d095cd667_211)] | | |

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operating results, cash flows and financial conditions.

Risks Related to Our Real Estate Investments and Operations

- General real estate investment risks may adversely affect property income and values.

- Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire.

- National and regional economic environments can negatively impact the Company’s liquidity and operating results.

- Rent control, or other changes in applicable laws, or noncompliance with applicable laws, could adversely affect the Company's operations, property values or expose us to liability.

- The current COVID-19 pandemic, or the future outbreak of other highly infectious or contagious diseases could materially and adversely affect our business, financial condition and results of operations.

- Acquisition of communities as well as development and redevelopment activities each involve various risks and may be delayed, not completed, and/or not achieve expected results.

- The geographic concentration of the Company’s communities and fluctuations in local markets may adversely impact the Company’s financial condition and operating results.

- The Company may experience various increased costs, including increased property taxes or costs associated with complying with legislation, to own and maintain its properties.

- Competition in the apartment community market and other housing alternatives may adversely affect operations and the rental demand for the Company’s communities.

- Investments in mortgages, mezzanine loans, subordinated debt, other real estate, and other marketable securities could adversely affect the Company’s cash flow from operations.

- The Company’s ownership of co-investments could limit the Company’s ability to control such communities and may restrict our ability to finance, sell or otherwise transfer our interests in these properties and expose us to loss of the properties if such agreements are breached by us or terminated.

- We may pursue acquisitions of other REITs and real estate companies, which may not yield anticipated results and could adversely affect our results of operations.

- Real estate investments are relatively illiquid and, therefore, the Company's ability to vary its portfolio promptly in response to changes in economic or other conditions may be limited.

- The Company may not be able to lease its retail/commercial space consistent with its projections or at market rates.

- Climate change may adversely affect our business.

- Accidental death or severe injuries at our communities due to fires, floods, other natural disasters or hazards could adversely affect our business and results of operations.

- Adverse changes in laws may adversely affect the Company's liabilities and/or operating costs relating to its properties and its operations.

- Failure to succeed in new markets may limit the Company’s growth.

- Our business and reputation depend on our ability to continue providing high quality housing and consistent operation of our communities, the failure of which could adversely affect our business, financial condition and results of operations.

- We rely on information technology in our operations, and any material failure, inadequacy, interruption or breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could materially adversely affect the Company’s business and financial condition.

- Reliance on third party software providers to host systems critical to our operations and to provide the Company with data.

Risks Relating to Our Indebtedness and Financings

- Capital and credit market conditions may affect the Company’s access to sources of capital and/or the cost of capital, which could negatively affect the Company’s business, stock price, results of operations, cash flows and financial condition.

Debt financing has inherent risks.

- The indentures governing our notes and other financing arrangements contain restrictive covenants that limit our operating flexibility.

- A downgrade in the Company's investment grade credit rating could materially and adversely affect its business and financial condition.

- The Company could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multifamily housing.

Risks Related to Personnel

- The Company depends on its key personnel, whose continued service is not guaranteed.

- The Company’s Chairman is involved in other real estate activities and investments, which may lead to conflicts of interest.

- The influence of executive officers, directors and significant stockholders may be detrimental to holders of common stock.

Risks Related to Taxes and REIT Status

- Failure to generate sufficient revenue or other liquidity needs could limit cash flow available for distributions to Essex's stockholders or the Operating Partnership's unitholders.

- The Maryland Business Combination Act and the Company’s governing documents may delay, defer or prevent a transaction or change in control of the Company that might involve a premium price for the Company's stock or otherwise be in the best interest of our stockholders.

- Loss of the Company's REIT status would have significant adverse consequences to the Company and the value of the Company's common stock.

- The tax imposed on REITs engaging in "prohibited transactions" may limit the Company’s ability to engage in transactions which would be treated as sales for federal income tax purposes.

- Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations, which could reduce the net cash received by stockholders and may be detrimental to the Company’s ability to raise additional funds through any future sale of its stock.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

The Company’s portfolio as of December 31, [removed: 2021] [added: 2022] (including communities owned by unconsolidated joint ventures, but excluding communities underlying preferred equity investments) was comprised of 252 stabilized operating apartment communities (comprising [removed: 61,911] [added: 62,147] apartment homes), of which [removed: 26,245] [added: 26,374] apartment homes are located in Southern California, [removed: 23,141] [added: 23,248] apartment homes are located in Northern California, and 12,525 apartment homes are located in the Seattle metropolitan area.

The Company’s apartment communities accounted for [removed: 99.3%] [added: 99.0%] of the Company’s revenues for the year ended December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] the Company’s communities include 104 garden-style, 138 mid-rise, and 10 high-rise communities.

The communities have an average of approximately [removed: 246] [added: 247] apartment homes, with a mix of studio, one-, two- and some three-bedroom apartment homes.

The Company owns three commercial buildings with approximately [removed: 281,000] [added: 283,000] square feet located in California and Washington, of which the Company occupied approximately [removed: 14,000] [added: 13,000] square feet as of December 31, [removed: 2021.][added: 2022.]

Furthermore, as of December 31, [removed: 2021,] [added: 2022,] the commercial buildings' physical occupancy rate was [removed: 98%] [added: 83%] consisting of 7 tenants, including the Company.

The table below describes the Company’s operating portfolio as of December 31, [removed: 2021.][added: 2022.]

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired [added: (20)] | | | | | | Occupancy(2) | | |

| Alpine Village | | | | | | Alpine, CA | | | | | | Garden | | | | | | 301 | | | | | | 1971 | | | | | | 2002 | | | | | | [removed: 98%] [added: 96%] | | |

| Barkley, The (3)(4) | | | | | | Anaheim, CA | | | | | | Garden | | | | | | 161 | | | | | | 1984 | | | | | | 2000 | | | | | | [removed: 98%] [added: 97%] | | |

| Park Viridian | | | | | | Anaheim, CA | | | | | | Mid-rise | | | | | | 320 | | | | | | 2008 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Bonita Cedars | | | | | | Bonita, CA | | | | | | Garden | | | | | | 120 | | | | | | 1983 | | | | | | 2002 | | | | | | [removed: 98%] [added: 97%] | | |

| The Village at Toluca Lake | | | | | | Burbank, CA | | | | | | Mid-rise | | | | | | 145 | | | | | | 1974 | | | | | | 2017 | | | | | | [removed: 98%] [added: 97%] | | |

| Camarillo Oaks | | | | | | Camarillo, CA | | | | | | Garden | | | | | | 564 | | | | | | 1985 | | | | | | 1996 | | | | | | [removed: 98%] [added: 96%] | | |

| Mesa Village | | | | | | Clairemont, CA | | | | | | Garden | | | | | | 133 | | | | | | 1963 | | | | | | 2002 | | | | | | [removed: 94%] [added: 96%] | | |

| Villa Siena | | | | | | Costa Mesa, CA | | | | | | Garden | | | | | | 272 | | | | | | 1974 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Emerald Pointe | | | | | | Diamond Bar, CA | | | | | | Garden | | | | | | 160 | | | | | | 1989 | | | | | | 2014 | | | | | | [removed: 98%] [added: 97%] | | |

| Regency at Encino | | | | | | Encino, CA | | | | | | Mid-rise | | | | | | 75 | | | | | | 1989 | | | | | | 2009 | | | | | | [removed: 96%] [added: 98%] | | |

| The Havens (5) | | | | | | Fountain Valley, CA | | | | | | Garden | | | | | | 440 | | | | | | 1969 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Valley Park | | | | | | Fountain Valley, CA | | | | | | Garden | | | | | | 160 | | | | | | 1969 | | | | | | 2001 | | | | | | [removed: 98%] [added: 97%] | | |

| Capri at Sunny Hills (4) | | | | | | Fullerton, CA | | | | | | Garden | | | | | | 102 | | | | | | 1961 | | | | | | 2001 | | | | | | [removed: 97%] [added: 95%] | | |

| Haver Hill (6) | | | | | | Fullerton, CA | | | | | | Garden | | | | | | 264 | | | | | | 1973 | | | | | | 2012 | | | | | | [removed: 98%] [added: 96%] | | |

| Montejo Apartments | | | | | | Garden Grove, CA | | | | | | Garden | | | | | | 124 | | | | | | 1974 | | | | | | 2001 | | | | | | [removed: 98%] [added: 97%] | | |

| The Henley I | | | | | | Glendale, CA | | | | | | Mid-rise | | | | | | 83 | | | | | | 1974 | | | | | | 1999 | | | | | | [removed: 97%] [added: 96%] | | |

| The Henley II | | | | | | Glendale, CA | | | | | | Mid-rise | | | | | | 132 | | | | | | 1970 | | | | | | 1999 | | | | | | [removed: 97%] [added: 96%] | | |

| CBC and The Sweeps | | | | | | Goleta, CA | | | | | | Garden | | | | | | 239 | | | | | | 1962 | | | | | | 2006 | | | | | | [removed: 95%] [added: 99%] | | |

| Huntington Breakers | | | | | | Huntington Beach, CA | | | | | | Mid-rise | | | | | | 342 | | | | | | 1984 | | | | | | 1997 | | | | | | [removed: 96%] [added: 97%] | | |

| Hillsborough Park (7) | | | | | | La Habra, CA | | | | | | Garden | | | | | | 235 | | | | | | 1999 | | | | | | 1999 | | | | | | [removed: 98%] [added: 97%] | | |

| Village Green | | | | | | La Habra, CA | | | | | | Garden | | | | | | 272 | | | | | | 1971 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| The Palms at Laguna Niguel | | | | | | Laguna Niguel, CA | | | | | | Garden | | | | | | 460 | | | | | | 1988 | | | | | | 2014 | | | | | | [removed: 98%] [added: 96%] | | |

| Trabuco Villas | | | | | | Lake Forest, CA | | | | | | Mid-rise | | | | | | 132 | | | | | | 1985 | | | | | | 1997 | | | | | | [removed: 99%] [added: 98%] | | |

| Marbrisa | | | | | | Long Beach, CA | | | | | | Mid-rise | | | | | | 202 | | | | | | 1987 | | | | | | 2002 | | | | | | [removed: 97%] [added: 96%] | | |

| Pathways at Bixby Village | | | | | | Long Beach, CA | | | | | | Garden | | | | | | 296 | | | | | | 1975 | | | | | | 1991 | | | | | | [removed: 97%] [added: 96%] | | |

| Alessio | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 624 | | | | | | 2001 | | | | | | 2014 | | | | | | [removed: 95%] [added: 96%] | | |

| Ashton Sherman Village | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 264 | | | | | | 2014 | | | | | | 2016 | | | | | | [removed: 96%] [added: 97%] | | |

| The Avery | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 121 | | | | | | 2014 | | | | | | 2014 | | | | | | [removed: 97%] [added: 96%] | | |

| Bellerive | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 63 | | | | | | 2011 | | | | | | 2011 | | | | | | [removed: 95%] [added: 97%] | | |

| Belmont Station | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 275 | | | | | | 2009 | | | | | | 2009 | | | | | | [removed: 95%] [added: 96%] | | |

| Emerson Valley Village | | | | | | Los Angeles, CA | | | | | | Mid-rise | | | | | | 144 | | | | | | 2012 | | | | | | 2016 | | | | | | [removed: 96%] [added: 97%] | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (20) | | | | | | Occupancy(2) | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (20) | | | | | | Occupancy(2) | | |

| Vela (16) | | | | | | Woodland Hills, CA | | | | | | Mid-rise | | | | | | 379 | | | | | | 2018 | | | | | | 2022 | | | | | | 95% | | |

| | | | | | | | | | | | | | | | | | | 26,374 | | | | | | | | | | | | | | | | | | 96% | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (20) | | | | | | Occupancy(2) | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (20) | | | | | | Occupancy(2) | | |

| | | | | | | | | | | | | | | | | | | 23,248 | | | | | | | | | | | | | | | | | | 96% | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Communities (1) | | | | | | Location | | | | | | Type | | | | | | Homes | | | | | | Built | | | | | | Acquired (20) | | | | | | Occupancy(2) | | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

(20) Represents the initial year the joint venture or consolidated community was acquired.

| Anavia | | | | | | Anaheim, CA | | | | | | Mid-rise | | | | | | 250 | | | | | | 2009 | | | | | | 2010 | | | | | | 96% | | |

| | | | | | | | | | | | | | | | | | | 26,245 | | | | | | | | | | | | | | | | | | 97% | | |

| | | | | | | | | | | | | | | | | | | 23,141 | | | | | | | | | | | | | | | | | | 96% | | |

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

The shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol [removed: ESS.][added: "ESS".]

The approximate number of holders of record of the shares of Essex's common stock was [removed: 1,121] [added: 987] as of February [removed: 23, 2022.][added: 21, 2023.]

As of February [removed: 23, 2022,] [added: 21, 2023,] there were [removed: 65] [added: 64] holders of record of OP Units, including Essex.

The status of the cash dividends distributed for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] related to common stock are as follows:

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Ordinary income | | | | | | [removed: 70.92] [added: 80.17] | | % | | | | [removed: 85.23] [added: 70.92] | | % | | | | [removed: 83.81] [added: 85.23] | | % |

| Capital gain | | | | | | [removed: 22.07] [added: 16.78] | | % | | | | [removed: 10.68] [added: 22.07] | | % | | | | [removed: 13.78] [added: 10.68] | | % |

| Unrecaptured section 1250 capital gain | | | | | | [removed: 7.01] [added: 3.05] | | % | | | | [removed: 4.09] [added: 7.01] | | % | | | | [removed: 2.41] [added: 4.09] | | % |

The Board of Directors declared a dividend/distribution for the fourth quarter of [removed: 2021] [added: 2022] of [removed: $2.09] [added: $2.20] per share.

The dividend/distribution was paid on January [removed: 14, 2022] [added: 13, 2023] to stockholders/unitholders of record as of January 3, [removed: 2022.][added: 2023.]

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

The information required by this section is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders, under the headings "Equity Compensation Plan Information," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

During the year ended December 31, [removed: 2021,] [added: 2022,] the Company did not issue any shares of common stock under the 2021 ATM [removed: Program or the 2018 ATM] Program.

As of December 31, [removed: 2021,] [added: 2022,] there were no outstanding forward sale agreements, and $900.0 million of shares remain available to be sold under the 2021 ATM Program.

In December 2015, Essex's Board of Directors authorized a stock repurchase plan to allow Essex to acquire shares [removed: in an aggregate] of [added: common stock] up to [added: an aggregate value of] $250.0 million.

During the year ended December 31, [removed: 2021,] [added: 2022,] the Company repurchased and retired [removed: 40,000] [added: 740,053] shares of its common stock totaling [removed: $9.2] [added: $189.7] million, including commissions, at an average price of [removed: $229.30] [added: $256.37] per share.

As of December 31, [removed: 2021,] [added: 2022,] the Company had [removed: $214.5] [added: $398.3] million of purchase authority remaining under the stock repurchase plan.

The line graph below compares the cumulative total stockholder return on Essex's common stock for the last five years with the cumulative total return on the S&P [removed: 500 and] [added: 500,] the [added: FTSE] NAREIT All Equity REIT index [added: and the FTSE NAREIT Equity Apartments index] over the same period.

This comparison assumes that the value of the investment in the common stock and each index was $100 on December 31, [removed: 2016] [added: 2017] and that all dividends were reinvested.

[removed: ][added: ]

| Index | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the Operating Partnership issued OP Units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Essex issued an aggregate of [removed: 248,725] [added: 76,246] and [removed: 70,802] [added: 248,725] shares of its common stock upon the exercise of stock options, respectively.

Essex contributed the proceeds from the option exercises of [removed: $58.5] [added: $19.5] million and [removed: $14.9] [added: $58.5] million to the Operating Partnership in exchange for an aggregate of [removed: 248,725] [added: 76,246] and [removed: 70,802] [added: 248,725] OP Units, as required by the Operating Partnership’s partnership agreement, during the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Essex issued an aggregate of [removed: 30,360] [added: 11,707] and [removed: 24,666] [added: 30,360] shares of its common stock in connection with restricted stock awards for no cash consideration, respectively.

For each share of common stock issued by Essex in connection with such awards, the Operating Partnership issued OP Units to Essex as required by the Operating [added: Partnership's partnership agreement, for an aggregate of 11,707 and 30,360 OP Units during the years ended December 31, 2022 and 2021, respectively.]

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Essex issued an aggregate of [removed: 10,293] [added: 8,310] and [removed: 8,783] [added: 10,293] shares of its common stock in connection with the exchange of OP Units by limited partners into shares of common stock.

For each share of common stock issued by Essex in connection with such exchange, the Operating Partnership issued OP Units to Essex as required by the Operating Partnership's partnership agreement, for an aggregate of [removed: 10,293] [added: 8,310] and [removed: 8,783] [added: 10,293] OP Units during the year ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

During the year ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the Company did not issue or sell any shares of common stock pursuant to the 2021 ATM [removed: Program or the 2018 ATM] Program.

As of December 31, [removed: 2021,] [added: 2022,] there were no outstanding forward sale agreements.

In September 2022, the Board of Directors approved a new stock repurchase plan to allow Essex to acquire shares of common stock up to an aggregate value of $500.0 million and as of December 31, 2022, the Company had repurchased 420,606 shares of common stock under this plan, totaling $101.7 million.

The plan supersedes the previous common stock repurchase plan announced in December 2015.

The FTSE NAREIT Equity Apartments index was added in the current year as it more closely aligns with executive compensation and performance of the Company against its more directly comparable peers.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

| Essex Property Trust, Inc. | | | | | | $ | 100.00 | | | | | $ | 104.83 | | | | | $ | 132.00 | | | | | $ | 108.12 | | | | | $ | 164.77 | | | | | $ | 102.55 | |

| FTSE NAREIT Equity Apartments Index | | | | | | $ | 100.00 | | | | | $ | 103.70 | | | | | $ | 130.99 | | | | | $ | 110.89 | | | | | $ | 181.43 | | | | | $ | 123.46 | |

| FTSE NAREIT All Equity REITs Index | | | | | | $ | 100.00 | | | | | $ | 95.96 | | | | | $ | 123.46 | | | | | $ | 117.14 | | | | | $ | 165.51 | | | | | $ | 124.22 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

Stock Repurchases

The following table summarizes the Company's purchase of shares of its common stock during the three months ended December 31, 2022:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program(1) | | | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)(1) | | |

| November 1, 2022 - November 30, 2022 | | | | | | 28,200 | | | | | | $ | 210.82 | | | | | 28,200 | | | | | | $ | 424.2 | |

| December 1, 2022 - December 31, 2022 | | | | | | 121,009 | | | | | | $ | 213.45 | | | | | 121,009 | | | | | | $ | 398.3 | |

| Total | | | | | | 149,209 | | | | | | $ | 212.95 | | | | | 149,209 | | | | | | $ | 398.3 | |

(1) In September 2022, the Board of Directors approved a new stock repurchase plan to allow the Company to acquire shares of common stock up to an aggregate of $500.0 million.

The plan supersedes the Company's previous common stock repurchase plan announced in December 2015.

Following the approval of the new plan, 420,606 shares of common stock totaling $101.7 million were repurchased under the new plan.

*[Table of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*

In September 2021, the Company entered into the 2021 ATM Program, a new equity distribution agreement pursuant to which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $900.0 million.

In connection with the 2021 ATM Program, the Company may also enter into related forward sale agreements, and may sell shares of its common stock pursuant to these agreements.

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

All of such purchases occurred during the three months ended March 31, 2021, and the Company did not repurchase any shares in 2021 subsequent to March 31, 2021.

| Essex Property Trust, Inc. | | | | | | $ | 100.00 | | | | | $ | 106.82 | | | | | $ | 111.98 | | | | | $ | 141.00 | | | | | $ | 115.49 | | | | | $ | 176.01 | |

| NAREIT All Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 108.67 | | | | | $ | 104.28 | | | | | $ | 134.17 | | | | | $ | 127.30 | | | | | $ | 179.87 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

Partnership's partnership agreement, for an aggregate of 30,360 and 24,666 OP Units during the years ended December 31, 2021 and 2020, respectively.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

As of December 31, [removed: 2021,] [added: 2022,] Essex carried out an evaluation, under the supervision and with the participation of management, including Essex's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Essex's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, Essex’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2021,] [added: 2022,] Essex’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by Essex in the reports that Essex files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that Essex files or submits under the Exchange Act is accumulated and communicated to Essex’s management, including Essex’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in Essex’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, Essex’s internal control over financial reporting.

Essex’s management assessed the effectiveness of Essex’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Essex’s management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] its internal control over financial reporting was effective based on these criteria.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

As of December 31, [removed: 2021,] [added: 2022,] the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including Essex's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Operating Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2021,] [added: 2022,] the Operating Partnership’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that the Operating Partnership files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership’s management, including Essex's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The Operating Partnership’s management assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

The Operating Partnership’s management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] its internal control over financial reporting was effective based on these criteria.

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, under the heading "Board and Corporate Governance Matters," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, under the headings "Executive Compensation" and "Director Compensation," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, under the heading "Security Ownership of Certain Beneficial Owners and Management," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, under the heading "Certain Relationships and Related Persons Transactions," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, under the headings "Report of the Audit Committee" and "Fees Paid to KPMG LLP," to be filed with the SEC within 120 days of December 31, [removed: 2021.][added: 2022.]

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185) | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_97)[1](#i981a22c87c7d4319aa4bec2f94174cb0_97)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_100)[1](#i973047f3d5504a24aed3e92d095cd667_100)] | | |

| Consolidated Balance Sheets: As of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_106)[6](#i981a22c87c7d4319aa4bec2f94174cb0_106)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_109)[6](#i973047f3d5504a24aed3e92d095cd667_109)] | | |

| Consolidated Statements of Income: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_109)[7](#i981a22c87c7d4319aa4bec2f94174cb0_109)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_112)[7](#i973047f3d5504a24aed3e92d095cd667_112)] | | |

| Consolidated Statements of Comprehensive Income: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_112)[8](#i981a22c87c7d4319aa4bec2f94174cb0_112)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_115)[8](#i973047f3d5504a24aed3e92d095cd667_115)] | | |

| Consolidated Statements of Equity: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_115)[9](#i981a22c87c7d4319aa4bec2f94174cb0_115)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_118)[9](#i973047f3d5504a24aed3e92d095cd667_118)] | | |

| Consolidated Statements of Cash Flows: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_118)[11](#i981a22c87c7d4319aa4bec2f94174cb0_118)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_121)[11](#i973047f3d5504a24aed3e92d095cd667_121)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_136)[20](#i981a22c87c7d4319aa4bec2f94174cb0_136)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_139)[20](#i973047f3d5504a24aed3e92d095cd667_139)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_103)[4](#i981a22c87c7d4319aa4bec2f94174cb0_103)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_106)[4](#i973047f3d5504a24aed3e92d095cd667_106)] | | |

| Consolidated Balance Sheets: As of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_121)[13](#i981a22c87c7d4319aa4bec2f94174cb0_121)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_124)[13](#i973047f3d5504a24aed3e92d095cd667_124)] | | |

| Consolidated Statements of Income: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_124)[14](#i981a22c87c7d4319aa4bec2f94174cb0_124)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_127)[14](#i973047f3d5504a24aed3e92d095cd667_127)] | | |

| Consolidated Statements of Comprehensive Income: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_127)[15](#i981a22c87c7d4319aa4bec2f94174cb0_127)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_130)[15](#i973047f3d5504a24aed3e92d095cd667_130)] | | |

| Consolidated Statements of Capital: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_130)[16](#i981a22c87c7d4319aa4bec2f94174cb0_130)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_133)[16](#i973047f3d5504a24aed3e92d095cd667_133)] | | |

| Consolidated Statements of Cash Flows: Years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_133)[18](#i981a22c87c7d4319aa4bec2f94174cb0_133)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_136)[18](#i973047f3d5504a24aed3e92d095cd667_136)] | | |

| (3) Financial Statement Schedule – Schedule III – Real Estate and Accumulated Depreciation as of December 31, [removed: 2021] [added: 2022] | | | [removed: [F-](#i981a22c87c7d4319aa4bec2f94174cb0_202)[58](#i981a22c87c7d4319aa4bec2f94174cb0_202)] [added: [F-](#i973047f3d5504a24aed3e92d095cd667_202)[57](#i973047f3d5504a24aed3e92d095cd667_202)] | | |

| Notes to Consolidated Financial Statements | | | [F-](#i973047f3d5504a24aed3e92d095cd667_139)[20](#i973047f3d5504a24aed3e92d095cd667_139) | | |

*[Table [removed: of](#i981a22c87c7d4319aa4bec2f94174cb0_10) [Contents](#i981a22c87c7d4319aa4bec2f94174cb0_10)*][added: of Contents](#i973047f3d5504a24aed3e92d095cd667_10)*]

We have audited the accompanying consolidated balance sheets of Essex Property Trust, [removed: Inc.] [added: Inc] and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 25, 2022] [added: 23, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note 2 to the consolidated financial statements, the Company evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may [removed: not] be [removed: fully recoverable.][added: impaired.]

The Company had [removed: $11.0] [added: $10.8] billion in rental properties as of December 31, [removed: 2021.][added: 2022.]

Specifically, [removed: a high degree of] subjective [removed: and complex] auditor judgment was required to evaluate the [removed: intent regarding] [added: length of] the [removed: expected] period the Company [removed: will] [added: expects to] receive cash flows from the rental property.

Changes to shorten the [removed: expected] period the Company [removed: will] [added: expects to] receive cash flows from the rental property could indicate a potential impairment.

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

This included controls over the process for determining the [removed: expected] [added: length of the] period the Company [removed: will] [added: expects to] receive cash flows from the rental property.

We have audited Essex Property Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 25, 2022] [added: 23, 2023] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Essex Portfolio, L.P. and subsidiaries (the Operating Partnership) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the Operating Partnership evaluates the carrying amount of rental properties for impairment whenever events or changes in circumstances indicate that the carrying amount of a rental property may [removed: not] be [removed: fully recoverable.][added: impaired.]

The Operating Partnership had [removed: $11.0] [added: $10.8] billion in rental properties as of December 31, [removed: 2021.][added: 2022.]

Specifically, [removed: a high degree of] subjective [removed: and complex] auditor judgment was required to evaluate the [removed: intent regarding] [added: length of] the [removed: expected] period the Operating Partnership [removed: will] [added: expects to] receive cash flows from the rental property.

Changes to shorten the [removed: expected] period the Operating Partnership [removed: will] [added: expects to] receive cash flows from the rental property could indicate a potential impairment.

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

This included controls over the process for determining the [removed: expected] [added: length of the] period the Operating Partnership [removed: will] [added: expects to] receive cash flows from the rental property.

December 31, [removed: 2021] [added: 2022, 2021,] and 2020

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Land and land improvements | | | $ | [removed: 3,032,678] [added: 3,043,321] | | | | | $ | [removed: 2,929,009] [added: 3,032,678] | |

| Buildings and improvements | | | [removed: 12,597,249] [added: 12,922,906] | | | | | | [removed: 12,132,736] [added: 12,597,249] | | |

| Less: accumulated depreciation | | | [removed: (4,646,854)] [added: (5,152,133)] | | | | | | [removed: (4,133,959)] [added: (4,646,854)] | | |

| Real estate under development | | | [removed: 111,562] [added: 24,857] | | | | | | [removed: 386,047] [added: 111,562] | | |

| Co-investments | | | [removed: 1,177,802] [added: 1,127,491] | | | | | | [removed: 1,018,010] [added: 1,177,802] | | |

| Cash and cash [removed: equivalents-unrestricted] [added: equivalents - unrestricted] | | | [added: $ | 33,295 | | | | | $ |] 48,420 | | | | | [added: $] | 73,629 | | [removed: |]

| Cash and cash [removed: equivalents-restricted] [added: equivalents - restricted] | | | [added: 9,386 | | | | | |] 10,218 | | | | | | 10,412 | | |

| Marketable securities, net of allowance for credit losses of zero as of both December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020] [added: 2021] | | | [removed: 191,829] [added: 112,743] | | | | | | [removed: 147,768] [added: 191,829] | | |

| Notes and other receivables, net of allowance for credit losses of [added: $0.3 million and] $0.8 million as of [removed: both] December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020] [added: 2021] (includes related party receivables of [removed: $176.9] [added: $7.0] million and [removed: $4.7] [added: $176.9] million as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively) | | | [removed: 341,033] [added: 103,045] | | | | | | [removed: 195,104] [added: 341,033] | | |