8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): June 12, 2012

ESSEX PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

001-13106

(Commission File Number)

Maryland	77-0369576
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices) (Zip Code)

(650) 494-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 7.01. Regulation FD Disclosure.

On June 13, 2012, officers of Essex Property Trust, Inc., a Maryland corporation (the "Registrant"), provided a handout for the 2012 NAREIT Investor Forum that included written communications comprised of slides which are furnished as Exhibit 99.1 to this Report on Form 8-K.

The information furnished pursuant to this Item, including Exhibit 99.1, shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

99.1 Written communication comprised of slides given out at the 2012 NAREIT Investor Forum furnished pursuant to Item 7.01 of this Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 12, 2012
	Essex Property Trust, Inc.
	By: /s/ Michael T. Dance
	Michael T. Dance
	Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Written communication comprised of slides shown during a presentation for the 2012 NAREIT Investor Forum on June 13, 2012 furnished pursuant to Item 7.01 of this Form 8-K.

EX-99.1

Exhibit 99.1

June 12-14, 2012

NAREIT Investor Forum

ESSEX PROPERTY TRUST, INC.

2

Table of Contents

Pages

Section I.Overview: Top Performing REIT3-5

Section II.Investment Strategy: West Coast Focus 6-13

Section III.Market Update: Focus on Three Major Markets14-19

Section IV.Core Competencies: How Essex Creates Value20-26

Section V.Financial Information27-29

3

About Essex Property Trust

Multifamily REIT

§Supply-constrained coastal markets of California
and Washington

§158 properties containing +32,600 units

§$7.7 billion in total market capitalization(1)

Strategy

§Drive rent growth on high occupancy

§Add value through redevelopment

§Acquire and develop West Coast properties with
above-average growth characteristics

§Maintain strong balance sheet and financial
flexibility

ManagementTeam

§Top executives share an average tenure of over 20
years

Overview

Southern CA
46% of NOI

Northern CA
35% of NOI

Seattle

19% of NOI

(1)As of 5/31/12.

5

Essex Leads NOI Growth in Q1 and Is Projected Leader in 2012

§ESS is projected to lead the peer group in NOI
growth in 2012

Avg. 6.5%

Source: Midpoint of Company disclosures.Represents year-over-year growth.

Source:Company disclosures.Includes 11 multifamily REITs

§Rents and same-property NOI growth
are accelerating

Overview

II. Investment Strategy

Strong West Coast Fundamentals

Anavia - Anaheim, CA

7

Why Focus on the West Coast

Robust Rent Growth

§Rents declined further and
recovered later relative to other
major U.S. metros

§ESS in top 5 projected rent growth
markets over next five years

Strong Job Growth

§Better than average job growth,
especially in high paying industries

Favorable Demographics

§Above-average population growth

West Coast Significance

§CA and WA have the 6th largest
GDP in the world

Investment Strategy

Low Supply

§New supply remains muted, below 1%
annual addition to residential stock

§Difficulty to build in our coastal markets
due to lengthy entitlement process

Low Homeownership

§High cost of for-sale housing limits
transitions from renters to home owners

§Tight lending standards

+

Strong Demand

Limited Supply

8

Research Driven Approach Identifies Top Markets

§Approximately 65% of Essex’s NOI is located in the top 5 projected rent growth
markets

Investment Strategy

Source: Axiometrics

9

Job Growth: Favors Essex Markets

§Job growth in many Essex markets outpaces U.S. average

§LA job growth improving and expected to be 1% in 2012

Investment Strategy

% Job Growth: April 2012 (Year-Over-Year)

Source: BLS

10

§California population growth has outperformed the U.S. average for the last 3 years

California Population Growing Faster than U.S.
Average

Investment Strategy

CA outperforms

Source: U.S. Census Bureau

11

§Coastal rental markets will have less competition from for-sale as compared to
2003-2007, due to more restrictive lending standards and higher housing costs

§Through varying economic cycles, supply remains low - well below 1% of stock in
ESS’s markets

Supply: For-Sale Supply Risk Low

Investment Strategy

Essex Markets Est. % of stock for ‘12-’14

Source: Economy.com and U.S. Census

12

Source: National Association of Realtors, Dataquick, Essex

§Despite the fall in home prices since 2008, prices remain high in Essex markets

Single-Family Prices Restrict Homeownership

Investment Strategy

Essex Markets

Other Markets

13

Essex Markets are Renter Markets

Investment Strategy

§Low homeownership rates compared to the national average due to unaffordable
single family housing results in more renters and better ability to increase rents

Source: U.S. Census

III. Market Update

Overview on Seattle, Northern CA, and Southern CA

Essex Skyline - Santa Ana, CA

Orange County Market Review

Market Update

17

§Occupancy rates and rents in Orange County and Los Angeles have improved
since Q2 2009

§Pricing power shifts to the landlord as occupancy pushes over 95%

§Essex S. CA portfolio metrics are improving

Southern CA: Recovery Progressing

Market Update

*Year-over-Year growth

Source: Axiometrics, Realfacts

* LA/Orange County Numerical Averages

18

San Jose Market Review

Market Update

19

Seattle Market Review

Market Update

IV. Core Competencies

How Essex Creates Value

Bella Villagio - San Jose, CA

21

Investing Strategy

§An innovative
management team
responsive to changing
market dynamics with the
ability to source and
structure unique
opportunities within the
multifamily space

§Disciplined underwriting,
rigorous analysis, and total
return driven

First multifamily REIT to create a fund business (raises $250 million
of equity for Fund I).

Monetizes Fund I at a +40% IRR.Creates Fund II with $265 million of
equity.

Acquires $106 million of multifamily REIT unsecured bonds yielding
10.3% near the bottom of the market.

Acquires early in the recovery.First acquisition was a foreclosed
condo at 55% of cost.Acquires over $1 billion of properties over the
next 24 months.

Early entrant in preferred equity investment and achieves 13%
annual rate on a $12 million investment.

EstablishesWesco I joint venture partnership with $200 million of
equity.Fully invested by year-end 2011.

Establishes Wesco IIfor a $175 million Preferred Equity Investment
in Park Merced at a 10.1%annual return for 7-years.

2001

2004

2009

2010

2011

Acquires joint venture partner’s interest in the co-investment Essex
Skyline and receives $2.3 million promote income.Issued 320,000
fewer shares of ESS common stock by initially acquiring with a
partner.

2012

Core Competencies

Began developing early in the recovery.Delivers first projectpost
recession 6 months ahead of schedule and $5 million below budget.

22

§Acquired $1.2 billion of assets since the beginning of 2010, representing a 30%
expansion of gross asset value

§Estimated 5.5% yield in 2012, expected to grow to 6.0% in 2013

§Improved the Net Asset Value/sh, cash flow/sh and growth prospects of the
Company

Active Acquirer

Core Competencies: Acquisitions

Essex Skyline at MacArthur Place

Santa Ana, CA

349 units

Purchased joint venture partner’s
interest for $85.0 million

Delano & Bon Terra

Redmond, WA

126 units

$30.1 million

23

6 Developments Under Construction - $574 Million

Core Competencies: Development

Expo (formerly Queen Anne)

Seattle, WA

275 units

$79.1 million est. total cost

Nov 2012 est. initial occupancy

ESS - 50% ownership

Epic (formerly Cadance)

San Jose, CA

Phase I & II- 569 units, 17,000 sq. ft. retail

Phase III - 192 units

$192 million est. total cost (Ph I & II)

May 2013 est. initial occupancy

ESS - 55% ownership

Lync (formerly West Dublin)

Dublin, CA

309 Units

$94.5 million est. total cost

June 2013 est. initial occupancy

ESS - 55% ownership

24

6 Developments Under Construction - $574 Million

Core Competencies: Development

Santa Monica at La Brea

West Hollywood, CA

184 Units, 12,750 sq. ft. retail

$75.4 million est. total cost

July 2014 est. initial occupancy

ESS - 50% ownership

Fountain at La Brea

West Hollywood, CA

187 Units, 18,200 sq. ft. retail

$75.0 million est. total cost

February 2014 est. initial occupancy

ESS - 50% ownership

Emeryville

Emeryville, CA

190 Units

$58.0 million est. total cost

25

Redevelopment and Selective Repositioning

Core Competencies: Value-Add Redevelopment

§Capitalize on the strategy of owning Class B quality assets in A locations, which
provides a greater potential to unlock value and improve portfolio growth

§Focus on rent justified improvements to maximize NOI and value

Before

After

The Bluffs II

San Diego, CA

224 units

$9.7 million renovation cost

$43,300 cost per unit

9-10% estimated return

26

Diversified Sources of Equity

Core Competencies: Fund & Joint Ventures

§Co-investment platform facilities growth via private capital

§19% of total portfolio falls under co-investments

§Attractive risk adjusted returns via promoted interest

Fund II

•14 properties with dispositions in 2012-2014

•$600 million of assets at book value

Programmatic JVs

•Wesco I - $425 million of assets at book value

•Wesco II - $175 million preferred equity
investment- at book value

•CPPIB - two developments (878 units)

Developments with JV Partners

•Expo (formerly Queen Anne) (275 units)

•Fountain at La Brea (187 units)

•Santa Monica at La Brea (184 units)

V. Financial Information

Key Financials and 2012 Guidance

Reveal- Woodland Hills, CA

28

Conservatively Proportioned & Flexible Balance Sheet

Financial Information

§Leverage: 30% on a debt to total market capitalization basis (one of the lowest of the multifamily peer
group)

§Debt: Debt to adjusted EBITDA is expected to be approximately 7.0X by year-end 2012

§Liquidity: Nearly $475 million in available liquidity from cash on hand, marketable securities, and unused
balance on our line of credit

§NOI: Unencumbered NOI expected to be approximately 50% by June 30, 2012 versus 35% at year end 2010

§Debt Maturity: Limited near term with less than 15% of debt coming due over the next 3 years

§Investment Grade Ratings:

§S&P: BBB - Stable

§Moody’s: Baa2 - Stable

§Fitch: BBB - Positive

Unsecured Debt, 8%

Source: Company filings as of3/31/12; proforma for $200 million unsecured private
placement notes in process and $140 million repayment of secured mortgages in 2Q 12.

29

2012 Guidance Assumptions

Financial Information

FFO Per Share Guidance

$6.52-$6.77 , represents 14-18% growth

Same Property Revenue Growth (Midpoint)

6.0%

Same Property NOI Growth of the Consolidated portfolio(Midpoint) *

8.0%

2012 Market Expectations

Job Growth

Rent Growth

Occupancy

Southern California

1.1%

5.7%

95.5%

Northern California

1.9%

8.6%

96.8%

Seattle Metro

2.0%

9.0%

95.5%

Weighted Average

1.4%

7.3%

96.0%

US Economic Assumptions

GDP Growth of 2.6%

Job Growth of 1.3%

Target Acquisitions

$300 million - $500 million

* Excludesjoint ventures which have greater exposure to Seattle and Northern California

30

Key Strengths

Conclusion

§Proven management team with
superior performance track record

§Innovative and diverse investment
strategies within the multifamily
sector

§Proven core underwriting and
operating competencies
generating durable long term
results

416 on Broadway- Glendale, CA

Santee Court - Los Angeles, CA

31

Safe Harbor Disclosure

Certain statements in this presentation, which are not historical facts, may be considered forward-looking
statements within the meaning of the federal securities laws. The forward looking statements, some of
which can be identified by terms and phrases such as “forecast”, “estimate”, “expect”, “anticipate”,
“should”, “could”, “may”, and similar expressions, reflect the current views of Essex Property Trust, Inc.
(“Essex” or the “Company”) and its affiliates with respect to future events and are subject to risks and
uncertainties. Such forward-looking statements involve the risk that actual results could be materially
different from those described in such forward-looking statements. Factors that could cause actual results
to be materially different are discussed under the caption “Risk Factors” in Item 1A of the Company’s
Report on Form 10-K for the year ended December 31, 2011. All forward-looking statements and reasons
why results may differ included in this presentation are made of the date hereof, and we assume no
obligation to update any such forward-looking statements or reasons why actual results may differ.

For additional information, please contact the Company’s
Investor Relations department at (650) 849-1600.

Fourth & U - Berkeley, CA

416 on Broadway - Glendale, CA

Joule - Seattle, WA

Via - Sunnyvale, CA

Axis 2300 - Irvine, CA

Arbors at Park Rose - Oxnard, CA