(8) Net Income Per Common Share

(Amounts in thousands, except per share and unit data)

Essex Property Trust, Inc.

	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013
	Income		Weighted- average Common Shares		Per Common Share Amount		Income		Weighted- average Common Shares		Per Common Share Amount
Basic:
Income from continuing operations available to common stockholders	$	53,668		62,893	$	0.85	$	56,347		37,321	$	1.51
Income from discontinued operations available to common stockholders		-		62,893		-		12,441		37,321		0.33
	$	53,668			$	0.85	$	68,788			$	1.84

Effect of Dilutive Securities (1)		-		177				54		116

Diluted:
Income from continuing operations available to common stockholders	$	53,668		63,070	$	0.85	$	56,401		37,437	$	1.51
Income from discontinued operations available to common stockholders		-		63,070		-		12,441		37,437		0.33
	$	53,668			$	0.85	$	68,842			$	1.84

	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
	Income		Weighted Average Common Shares		Per Common Share Amount		Income		Weighted Average Common Shares		Per Common Share Amount
Basic:
Income before discontinued operations available to common stockholders	$	76,364		54,250	$	1.41	$	105,421		37,207	$	2.84
Income from discontinued operations available to common stockholders		-		54,250		-		13,516		37,207		0.36
		76,364			$	1.41		118,937			$	3.20

Effect of Dilutive Securities (1)		-		193				-		89

Diluted:
Income from continuing operations available to common stockholders (1)		76,364		54,443		1.40	$	105,421		37,296		2.83
Income from discontinued operations available to common stockholders		-		54,443		-		13,516		37,296		0.36
	$	76,364			$	1.40	$	118,937			$	3.19

(1)

Weighted average convertible limited partnership units of 2,164,556 and 2,146,929 which include vested Series Z-1 incentive units, for the three months ended September 30, 2014, and 2013, respectively, were not included in the determination of diluted EPS because they were anti-dilutive. Income allocated to convertible limited partnership units, which includes vested Series Z-1 units, aggregating $1.8 million and $4.0 million for the three months ended September 30, 2014 and 2013, respectively, and $3.4 million and $7.0 million for the nine months ended September 30, 2014 and 2013, respectively have been excluded from income available to common stockholders for the calculation of diluted income per common share since these units are excluded from the diluted weighted average common shares for the period as the effect was anti-dilutive. The Company has the ability to redeem DownREIT limited partnership units for cash and does not consider them to be potentially dilutive securities.

Stock options of 8,343 and 42,518 for the three and nine months ended September 30, 2014, respectively, were not included in the diluted earnings per share calculation because the effects on earnings per share were anti-dilutive. Stock options of 38,825 and 38,825 for the three and nine months ended September 30, 2013, respectively, were not included in the diluted earnings per share calculation because the effects on earnings per share were anti-dilutive.

Essex Portfolio, L.P.

	Three Months Ended						Three Months Ended
	September 30, 2014						September 30, 2013
			Weighted-		Per				Weighted-		Per
			average		Common				average		Common
			Common		Unit				Common		Unit
	Income		Units		Amount		Income		Units		Amount
Basic:
Income from continuing operations available to common unitholders	$	55,484		65,057	$	0.85	$	59,620		39,467	$	1.51
Income from discontinued operations		-		65,057		-		13,157		39,467		0.33
Income available to common unitholders	$	55,484			$	0.85	$	72,777			$	1.84
Effect of Dilutive Securities (1)		-		177				54		116
Diluted:
Income from continuing operations available to common unitholders (1)	$	55,484		65,234	$	0.85	$	59,674		39,583	$	1.51
Income from discontinued operations		-		65,234		-		13,157		39,583		0.33
Income available to common unitholders	$	55,484			$	0.85	$	72,831			$	1.84

	Nine Months Ended						Nine Months Ended
	September 30, 2014						September 30, 2013
			Weighted-		Per				Weighted-		Per
			average		Common				average		Common
			Common		Unit				Common		Unit
	Income		Units		Amount		Income		Units		Amount
Basic:
Income from continuing operations available to common unitholders	$	79,806		56,485	$	1.41	$	111,685		39,333	$	2.84
Income from discontinued operations		-		56,485		-		14,289		39,333		0.36
Income available to common unitholders	$	79,806			$	1.41	$	125,974			$	3.20
Effect of Dilutive Securities (1)		-		193				-		89
Diluted:
Income from continuing operations available to common unitholders (1)	$	79,806		56,678	$	1.41	$	111,685		39,422	$	2.84
Income from discontinued operations		-		56,678		-		14,289		39,422		0.36
Income available to common unitholders	$	79,806			$	1.41	$	125,974			$	3.20

(1)

The Operating Partnership has the ability to redeem DownREIT limited partnership units for cash and does not consider them to be potentially dilutive securities.

(2)