UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~EXCHANGE ACT~~For OFthe ~~1934~~quarterly period ended March 31, 2013

For the quarterly period ended March 31, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 333-44467-01

ESSEX PORTFOLIO, L.P.

(Exact name of Registrant as Specified in its Charter)

California		77-0369575
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

925 East Meadow Drive

Palo Alto, California 94303

(Address of Principal Executive Offices including Zip Code)

(650) 494-3700

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer~~posted anon ~~accelerated file~~its corporate Web site, orif aany, ~~non-accelerated~~every ~~filer.~~Interactive ~~See~~Data ~~definition~~File ofrequired ~~“accelerated~~to ~~filer~~be submitted and ~~large accelerated~~posted ~~filer”~~pursuant into Rule ~~12b~~405 of Regulation S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 months (~~Check~~or ~~one~~for such shorter period that the registrant was required to submit and post such files):. YES x NO o

~~Large~~ Indicate by check mark whether the registrant is a large accelerated filer, ~~x Accelerated~~ an accelerated filer, ~~o Non~~a non-accelerated filer, oor a smaller reporting company. See the definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether~~o ~~the~~Accelerated ~~registrant~~filer iso aNon-accelerated ~~shell~~filer ~~company~~x ~~(as~~Smaller ~~defined~~reporting incompany ~~Rule 12b-2~~o of(Do ~~the~~not ~~Exchange~~check ~~Act.~~if ~~Yes~~a ~~o No x~~smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

ESSEX PORTFOLIO, L.P.

FORM 10-Q

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited):	3
	Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006	4
	Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	4
	Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006	5
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2013 and 2012	5
	Consolidated Statements of Partners’ Capital and Comprehensive Income for the three months ended March 31, 2007	6
	Condensed Consolidated Statement of Capital for the three months ended March 31, 2013	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012	7
	Notes to Consolidated Financial Statements	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1620
Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risks	2127
Item 4.	Controls and Procedures	2327
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2328
Item 1A.	Risk Factors	2328
Item 6.	Exhibits	2429
Signatures		2430

Index

Part I -- Financial Information

Item 1: Condensed Financial Statements (Unaudited)

Essex Portfolio, L.P., a California limited partnership, (the “"Operating Partnership”") effectively holds the assets and liabilities and conducts the operating activities of Essex Property Trust, Inc. ("“Essex"” or the "“Company"”). Essex Property Trust, Inc., a real estate investment trust incorporated in the State of Maryland is the sole general partner of the Operating Partnership.

The information furnished in the accompanying unaudited condensed consolidated balance sheets, statements of operations, ~~partners' capital~~ and comprehensive income, capital, and cash flows of the Operating Partnership reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned condensed consolidated financial statements for the interim periods and are normal and recurring in nature, except as otherwise noted.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the notes to such unaudited condensed consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein. Additionally, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Operating Partnership's ~~annual~~Amendment ~~report~~No. 1 on Form 10S-~~K for~~4 filed with the ~~year~~Securities ~~ended~~and ~~December~~Exchange 31Commission (“SEC”) on March 12, ~~2006~~2013.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except ~~per~~ unit amounts)

		March 31,			December 31,
`	March 31,				December 31,
		2007			2006
	2013				2012
Assets
Real estate:
Rental properties:
Land and land improvements	$	~~577~~1,~~223~~054,229		$	~~560,880~~$	1,003,171
Buildings and improvements		24,~~173~~167,~~605~~500			~~2,108,307~~	4,030,501
		2,750,828			2,669,187
		5,221,729				5,033,672
Less accumulated depreciation		(~~486~~1,~~134)~~127,030	)		~~(465,015)~~	(1,081,517	)
		2,264,694			2,204,172
		4,094,699				3,952,155
Real estate - held for sale, net		-			41,221
Real estate under development		65,568				66,851
Real estate under development		152,248			103,487
Co-investments		579,654				571,345
Investments		64,221			60,451
		4,739,921				4,590,351
		2,481,163			2,409,331
Cash and cash equivalents-unrestricted		30,844				18,606
Cash and cash equivalents-unrestricted		15,038			9,662
Cash and cash equivalents-restricted		24,790				23,520
Cash and cash equivalents-restricted		10,777			13,948
Marketable securities		80,432				92,713
Marketable securities		5,784			-
Notes and other receivables		11,359				66,163
Notes and other receivables from related parties		961			1,209
Prepaid expenses and other assets		28,329				35,003
Notes and other receivables		26,982			18,195
Deferred charges, net		20,784				20,867
Prepaid expenses and other assets		23,150			20,632
Total assets	$	4,936,459			$	4,847,223
Deferred charges, net		12,476			12,863
Liabilities and Capital
Total assets	$	2,576,331		$	2,485,840
Mortgage notes payable	$	1,559,079			$	1,565,599
Liabilities and Partners' Capital
Unsecured debt		1,112,159				1,112,084
Mortgage notes payable	$	1,092,407		$	1,060,704
Lines of credit		102,300				141,000
Mortgage notes payable - held for sale		-			32,850
Accounts payable and accrued liabilities		86,461				64,858
Exchangeable bonds		225,000			225,000
Construction payable		8,768				5,392
Lines of credit		158,374			93,000
Distributions payable		50,396				45,052
Accounts payable and accrued liabilities		47,529			38,614
Derivative liabilities		6,107				6,606
Dividends payable		28,547			24,910
Other liabilities		22,625				22,167
Other liabilities		14,358			14,328
Total liabilities		2,947,895				2,962,758
Deferred gain		2,193			2,193
Commitments and contingencies
Total liabilities		1,568,408			1,491,599
Cumulative convertible Series G preferred interest (liquidation value of $4,456)		4,349				4,349
Commitments and contingencies
Capital:
Minority interests		38,871			44,950
General Partner:
Redeemable convertible limited partnership units		4,750			4,750
Common equity (37,276,204 and 36,442,994 units issued and outstanding at March 31, 2013 and December 31, 2012, respectively)		1,867,536				1,762,856
Preferred convertible equity (liquidation value of $149,500)		145,912			145,912
Preferred interest (liquidation value of $73,750)		71,209				71,209
Partners' Capital:
		1,938,745				1,834,065
General partner:
Limited Partners:
Common equity		607,072			590,070
Common equity (2,154,510 and 2,122,381 units issued and outstanding at March 31, 2013 and December 31, 2012, respectively)		44,569				45,593
Preferred equity (liquidation value of $25,000)		24,412			24,412
Accumulated other comprehensive loss		(67,195	)			(68,231	)
		631,484			614,482
Total partners' capital		1,916,119				1,811,427
Limited partners:
Noncontrolling interest		68,096				68,689
Common equity		59,948			59,730
Total capital		1,984,215				1,880,116
Preferred equity (liquidation value of $130,000)		126,690			126,690
Total liabilities and capital	$	4,936,459			$	4,847,223
		186,638			186,420
Accumulated other comprehensive income (loss)		268			(2,273)
Total partners' capital		818,390			798,629
Total liabilities and partners' capital	$	2,576,331		$	2,485,840

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARES

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(Dollars in thousands, except ~~per~~ unit and per unit amounts)

		Three Months Ended
	March 31,				March 31,
		March 31,
	2013				2012
		2007			2006
Revenues:
Revenues:
Rental and other property	$	146,394			$	125,474
Rental and other property	$	92,154		$	82,233
Management and other fees from affiliates		2,948				2,444
Management and other fees from affiliates		1,040			824
		149,342				127,918
		93,194			83,057
Expenses:
Expenses:
Property operating, excluding real estate taxes		32,608				28,751
Property operating, excluding real estate taxes		23,120			21,660
Real estate taxes		14,156				11,413
Real estate taxes		7,712			7,170
Depreciation		47,144				40,734
Depreciation and amortization		21,677			19,320
General and administrative		6,626				5,400
Interest		18,266			18,412
Cost of management and other fees		1,701				1,640
Amortization of deferred financing costs		677			696
		102,235				87,938
General and administrative		6,096			4,899
Earnings from operations		47,107				39,980
Other expenses		-			970
Interest expense before amortization		(25,211	)			(24,658	)
		77,548			73,127
Amortization expense		(2,930	)			(2,871	)
Earnings from operations		15,646			9,930
Interest and other income		5,023				2,413
Interest and other income		2,182			2,394
Equity income in co-investments		4,211				2,340
Equity income (loss) in co-investments		1,982			(442)
Gain on remeasurement of co-investment		-				-
Minority interests		(1,172)			(1,304)
Gain on sales of real estate		1,503				-
Income before discontinued operations and
Income before discontinued operations		29,703				17,204
tax provision		18,638			10,578
Income from discontinued operations		-				10,037
Income tax provision		-			(37)
Net income		29,703				27,241
Income before discontinued operations		18,638			10,541
Net income attributable to noncontrolling interest		(1,631	)			(1,569	)
Income from discontinued operations (net of
Net income attributable to controlling interest		28,072				25,672
minority interests)		25,238			3,518
Preferred interest distributions - Series G & H		(1,368	)			(1,368	)
Net income		43,876			14,059
Net income available to common units		26,704				24,304
Dividends to preferred units - Series F		(488)			(488)
Comprehensive income	$	30,739			$	29,592
Dividends to preferred units - Series G		(1,755)			-
Comprehensive income attributable to noncontrolling interest		(1,631	)			(1,569	)
Dividends to preferred units - limited partners		(2,559)			(2,559)
Comprehensive income attributable to controlling interest	$	29,108			$	28,023
Net income available to common units	$	39,074		$	11,012
Per unit data:
Per common unit data:
Basic:
Basic:
Income before discontinued operations available to common units	$	0.68			$	0.39
Income before discontinued operations available to
Income from discontinued operations		-				0.28
common units	$	0.54		$	0.30
Net income available to common units	$	0.68			$	0.67
Income from discontinued operations		0.97			0.14
Weighted average number of common units outstanding during the period		39,083,372				36,273,056
Net income available to common units	$	1.51		$	0.44
Diluted:
Weighted average number of common units
Income before discontinued operations available to common units	$	0.68			$	0.39
outstanding during the period		25,952,552			25,165,778
Income from discontinued operations		-				0.28
Diluted:
Net income available to common units	$	0.68			$	0.67
Income before discontinued operations available to
Weighted average number of common units outstanding during the period		39,171,502				36,396,641
common units	$	0.52		$	0.29
Income from discontinued operations		0.94			0.14
Net income available to common units	$	1.46		$	0.43
Weighted average number of common units
outstanding during the period		26,735,117			25,389,471

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Condensed Consolidated ~~Statements~~ Statement of ~~Partners'~~ Capital ~~and~~for the three months ended March 31, 2013

Comprehensive Income for the three months ended March 31, 2007

(Unaudited)

(Dollars and units in thousands)

	General Partner							~~Limited Partners~~				Limited Partners				~~Accumulated~~			Accumulated
							~~Preferred~~	Preferred						~~Preferred~~		~~Other~~			other
	Common Equity						~~Equity~~	~~Common~~ Equity				Common Equity		~~Equity~~		~~Comprehensive~~			comprehensive			Noncontrolling
	Units			~~Amount~~	Amount		~~Amount~~	~~Units~~Amount			~~Amount~~	Units		~~Amount~~	Amount	~~Income (Loss)~~			~~Total~~(loss) income			Interest			Total
Balances at December 31, 2006	23,416		$	590,070		$	24,412	2,495		$	59,730		$	126,690	$	(2,273)		$	798,629
Balances at December 31, 2012		36,443			$	1,762,856		$	71,209				2,122		$	45,593			$	(68,231	)	$	68,689		$	1,880,116
Comprehensive income:
Net income		-				25,203			1,368				-			1,501				-			1,631			29,703
Net income	-			35,303			2,243	-			3,771			2,559		-			43,876
Reversal of unrealized gains upon the sale of marketable securities		-				-			-				-			-				(1,767	)		-			(1,767	)
Change in fair value of cash flow hedges	-			-			-	-			-			-		2,541			2,541
Change in fair value of cash flow hedges and amortization of gain on settlement of swap		-				-			-				-			-				2,665						2,665
Comprehensive income																			46,417
Changes in fair value of marketable securities		-				-			-				-			-				138			-			138
Issuance of common units under
Issuance of common units under:
Stock-based compensation plan	28			1,485			-	-			-			-		-			1,485
Stock and unit based compensation plans		16				1,956			-				-			-				-			-			1,956
Issuance of general partner common units	27			3,247			-	-			-			-		-			3,247
Sale of common stock by the general partner		817				122,905			-				-			-				-			-			122,905
Redemption of limited partner common units	-			-			-	(33)			(1,173)			-		-			(1,173)
Stock and unit based compensation costs		-				(256	)		-				33			575				-			-			319
Vested of series Z and Z-1 incentive units	-			-			-	29			378			-		-			378
Redemptions		-				-			-				-			(428	)			-			(901	)		(1,329	)
Reallocation of partners' capital	-			(1,202)			-	-			660			-		-			(542)
Distribution to noncontrolling interests		-				-			-				-			-				-			(1,323	)		(1,323	)
Partners' distributions	-			(21,831)			(2,243)	-			(3,418)			(2,559)		-			(30,051)
Distributions declared		-				(45,128	)		(1,368	)			-			(2,672	)			-			-			(49,168	)
Balances at March 31, 2007	23,471		$	607,072		$	24,412	2,491		$	59,948		$	126,690	$	268		$	818,390
Balances at March 31, 2013		37,276			$	1,867,536		$	71,209				2,155		$	44,569			$	(67,195	)	$	68,096		$	1,984,215

See accompanying notes to the unaudited condensed consolidated financial statements.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Three Months Ended	~~Three Months Ended~~
	March 31,	~~March 31,~~
		2007			2006
	2013				2012
Net cash provided by operating activities	$	59,931		$	43,871
Cash flows from operating activities:
Cash flows used in investing activities:
Net income	$	29,703			$	27,241
Additions to real estate:
Adjustments to reconcile net income to net cash provided by operating activities:
Acquisitions and improvements to recent acquisitions		(63,729)			(57,275)
Gain on sale of marketable securities		(1,767	)			-
Capital expenditures and redevelopment		(9,547)			(10,471)
Co-investments		(391	)			862
Additions to real estate under development		(63,902)			(8,426)
Amortization expense		2,930				2,871
Dispositions of real estate and investments		121,369			8,349
Amortization of discount on notes receivables		(844	)			(466	)
Changes in restricted cash and refundable deposits		5,347			5,003
Amortization of discount on marketable securities		(1,377	)			(1,256	)
Changes in marketable securities		(5,784)			-
Gain on the sales of real estate		(1,503	)			(10,870	)
Additions to notes receivable from related parties and other receivables		(9,410)			(10,295)
Depreciation		47,144				40,828
Repayments of notes receivable from related parties and other receivables		669			-
Equity-based compensation		1,132				986
Contributions to limited partnerships		(15,072)			(10,205)
Changes in operating assets and liabilities:
Distribution from limited partnerships		14,421			9,587
Prepaid expenses and other assets		1,764				(2,563	)
Net cash used in investing activities		(25,638)			(73,733)
Accounts payable and accrued liabilities		8,443				14,610
Cash flows from financing activities:
Other liabilities		458				(83	)
Proceeds from mortgage notes payable and lines of credit		159,140			116,792
Net cash provided by operating activities		85,692				72,160
Repayment of mortgage notes payable and lines of credit		(94,554)			(63,955)
Cash flows from investing activities:
Additions to deferred charges		(289)			(907)
Additions to real estate:
Net proceeds from stock options exercised		1,185			1,209
Acquisitions of real estate		(175,950	)			(38,900	)
Distributions to limited partner units and minority interest		(65,486)			(5,731)
Improvements to recent acquisitions		(2,601	)			(2,296	)
Redemption of limited partner units and minority interest		(7,192)			(3,469)
Redevelopment		(6,573	)			(8,008	)
Distributions to general partner		(21,721)			(19,005)
Revenue generating capital expenditures		(304	)			(611	)
Net cash (used in) provided by financing activities		(28,917)			24,934
Lessor required capital expenditures		(768	)			-
Net increase (decrease) in cash and cash equivalents		5,376			(4,928)
Non-revenue generating capital expenditures		(4,019	)			(1,200	)
Cash and cash equivalents at beginning of period		9,662			14,337
Acquisitions of and additions to real estate under development		(3,332	)			(6,789	)
Cash and cash equivalents at end of period	$	15,038		$	9,409
Dispositions of real estate		9,051				16,816
Supplemental disclosure of cash flow information:
Changes in restricted cash and deposits		19,980				517
Cash paid for interest, net of $1,972 and $549 capitalized
Purchases of marketable securities		(6,541	)			(5,438	)
in 2007 and 2006, respectively	$	13,961		$	16,269
Sales and maturities of marketable securities		20,335				1,348
Collections of notes and other receivables		52,473				7,164
Contributions to co-investments		(45,518	)			(12,945	)
Distributions from co-investments		38,030				6,291
Net cash used in investing activities		(105,737	)			(44,051	)
Cash flows from financing activities:
Borrowings under debt agreements		235,282				159,394
Repayment of debt		(279,854	)			(177,984	)
Additions to deferred charges		(716	)			(293	)
Equity related issuance cost		(225	)			(150	)
Net proceeds from stock options exercised		1,367				933
Net proceeds from issuance of common units		122,905				31,590
Distributions to noncontrolling interest		(1,323	)			(1,382	)
Redemption of limited partners common units and of noncontrolling interest		(1,329	)			(435	)
Common units and preferred interests distributions paid		(43,824	)			(38,927	)
Net cash provided by (used in) financing activities		32,283				(27,254	)
Net increase in cash and cash equivalents		12,238				855
Cash and cash equivalents at beginning of year		18,606				12,889
Cash and cash equivalents at end of period	$	30,844			$	13,744

~~See accompanying notes to the unaudited consolidated financial statements.~~(Continued)

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

~~Notes to~~Condensed Consolidated ~~Financial~~ Statements of Cash Flows

March 31, 2007 and 2006

(Unaudited)

(~~1) Organization~~Dollars ~~and~~in ~~Basis of Presentation~~thousands)

The unaudited consolidated financial statements of Essex Portfolio, L.P. (the “Operating Partnership”) are prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Operating Partnership’s annual report on Form 10-K for the year ended December 31, 2006.

	2013		2012
Supplemental disclosure of cash flow information:
Cash paid for interest, net of $3.7 million, and $1.6 million capitalized in 2013 and 2012, respectively	$	23,863	$	22,603
Supplemental disclosure of noncash investing and financing activities:
Transfer from real estate under development to rental properties	$	67	$	242
Contribution of note receivable to co-investment	$	-	$	12,325
Change in accrual of distributions	$	5,344	$	2,484
Change in fair value of derivative liabilities	$	570	$	396
Change in fair value of marketable securities	$	1,629	$	379
Change in construction payable	$	3,376	$	3,168

~~All significant~~See ~~intercompany~~accompanying ~~balances~~notes ~~and~~to ~~transactions~~the ~~have~~unaudited ~~been~~condensed ~~eliminated in the~~ consolidated financial statements~~. Certain prior year balances have been reclassified to conform to the current year presentation.~~

The unaudited consolidated financial statements for the three months ended March 31, 2007 and 2006 include the accounts of the Operating Partnership (which holds the operating assets of Essex Property Trust, Inc., the “Company”). See below for a description of entities consolidated by the Operating Partnership. The Company is the sole general partner in the Operating Partnership, with a 90.4% general partnership interest as of March 31, 2007 and December 31, 2006, respectively.

As of March 31, 2007, the Operating Partnership has ownership interests in 131 apartment communities (containing 27,087 units), three office buildings (with approximately 166,340 square feet), two recreational vehicle parks (comprising 338 spaces) and one manufactured housing community (containing 157 sites), (collectively, the "Properties"). The Properties are located in Southern California (Ventura, Los Angeles, Santa Barbara, Orange, Riverside and San Diego counties), Northern California (the San Francisco Bay Area), Seattle, Washington and other regions (Portland, Oregon metropolitan area and Houston, Texas).

Fund Activities

Essex Apartment Value Fund, L.P. ("Fund I" and “Fund II”), are investment funds formed by the Operating Partnership to add value through rental growth and asset appreciation, utilizing the Operating Partnership's development, redevelopment and asset management capabilities. All of the assets in Fund I have been sold, and Fund I is in the process of liquidation.

Fund II has eight institutional investors, including the Operating Partnership, with combined partner equity commitments of $265.9 million. The Operating Partnership has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II utilizes leverage equal to approximately 60% of the estimated value of the underlying real estate. Fund II invested in apartment communities in the Operating Partnership’s targeted West Coast markets and, as of March 31, 2007, owned 11 apartment communities and three development projects. The Operating Partnership records revenue for its asset management, property management, development and redevelopment services when earned, and promote income if Fund II exceeds certain financial return benchmarks.

Variable Interest Entities

In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46 Revised (FIN 46R), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, the Operating Partnership consolidates Essex Management Corporation (EMC), Essex Fidelity I Corporation (EFC), 17 Down REIT limited partnerships (comprising eleven properties), and an office building that is subject to loans made by the Operating Partnership. The Operating Partnership consolidates these entities because it is deemed the primary beneficiary under FIN 46R. The total assets and liabilities related to these variable interest entities (VIEs), net of intercompany eliminations, were approximately $270.0 million and $145.0 million, respectively, at March 31, 2007 and December 31, 2006.

Interest holders in VIEs consolidated by the Operating Partnership are allocated net income equal to the cash payments made to those interest holders for services rendered or distributions from cash flow. The remaining results of operations are generally allocated to the Operating Partnership. As of March 31, 2007 and December 31, 2006 the Operating Partnership was involved with two VIEs, of which it is not deemed to be the primary beneficiary. Total assets and liabilities of these entities were approximately $72.6 million and $57.8 million, respectively, at March 31, 2007, and $78.5

million and $58.4 million, respectively, at December 31, 2006. The Operating Partnership does not have a significant exposure to loss from its involvement with these unconsolidated VIEs.Index

~~Stock-Based Compensation~~ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

~~Effective January~~Notes 1, 2006, the Operating Partnership adopted the provisions of SFAS No. 123 Revised (“SFAS No. 123(R)”), “Share-Based Payment”, a revision of SFAS No. 123 using the modified prospective approach. SFAS No. 123(R) requires companies to ~~recognize~~Condensed inConsolidated ~~the~~Financial ~~income statement the grant-date fair value of stock options and other equity based compensation issued to employees.~~ Statements

~~Stock-based compensation expense for stock options under the fair value method totaled $0.3 million and $0.1 million for the three months ended~~ March 31, ~~2007~~2013 and 2006, respectively. The intrinsic value of the stock options exercised during the three months ended March 31, 2007 and 2006 totaled $2.6 million and $1.8 million, respectively. As of March 31, 2007 and 2006, the intrinsic value of the stock options outstanding and fully vested totaled $40.0 million and $24.6 million, respectively. As of March 31, 2007, total unrecognized compensation cost related to unvested share-based compensation granted under the stock option plans totaled $1.6 million. The cost is expected to be recognized over a weighted-average period of 3 to 5 years for the stock option plans.2012

~~Stock-based compensation expense for Z and Z-1 Units~~ (~~collectively, “Z Units”~~Unaudited) under the fair value method totaled $0.4 million and $0.2 million for the three months ended March 31, 2007 and 2006, respectively. Stock-based compensation capitalized for stock options and the Z Units totaled $0.2 million for the three months ended March 31, 2007 and 2006, respectively. As of March 31, 2007 the intrinsic value of the Z Units subject to conversion totaled $16.0 million. As of March 31, 2007, total unrecognized compensation cost related to Z Units subject to conversion in the future granted under the Z Units totaled $8.1 million. The cost is expected to be recognized over a weighted-average period of 5 to 15 years for the Z Units.

~~The Company’s stock-based compensation policies have not changed materially from information reported in Note 2~~(k1), Organization ~~“Stock-Based Compensation,”~~ and ~~Note~~Basis ~~14, “Stock-Based~~of ~~Compensation Plans,” in the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.~~Presentation

~~Accounting Estimates~~The accompanying unaudited condensed consolidated financial statements present the accounts of Essex Portfolio, L.P. (the “Operating Partnership”) and ~~Reclassifications~~its subsidiaries, prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Operating Partnership’s Amendment No. 1 on Form S-4 filed with the SEC on March 12, 2013.

~~The preparation~~All ofsignificant ~~consolidated~~intercompany ~~financial~~balances ~~statements, in accordance with U.S. generally accepted accounting principles, requires the Operating Partnership to make estimates~~ and ~~judgments~~transactions ~~that~~have ~~affect~~been ~~the~~eliminated reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Operating Partnership evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, its investments in ~~and advances to joint ventures and affiliates, and its notes receivables. The Operating Partnership monitors its investments on behalf of~~ the ~~Company~~condensed toconsolidated ~~maintain~~financial ~~its qualification as a Real Estate Investment Trust (“REIT”)~~statements. The Operating Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

~~Certain reclassifications~~The ~~have~~unaudited ~~been~~condensed ~~made~~consolidated tofinancial ~~prior~~statements ~~year~~for ~~balances~~the inthree ~~order~~months toended ~~conform to~~ March 31, 2013 and 2012 include the ~~current~~accounts ~~year~~of ~~presentation~~the Operating Partnership. Essex ~~Such~~Property ~~reclassifications~~Trust, ~~have~~Inc. no(the ~~impact~~“Company”) is onthe ~~reported earnings~~sole general partner in the Operating Partnership, ~~cash~~with ~~flows~~a 94.5% general partnership interest as of March 31, ~~total~~2013. Total ~~assets~~Operating Partnership units outstanding were 2,154,510 orand ~~total~~2,122,381 ~~liabilities~~as of March 31, 2013 and December 31, 2012, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $324.4 million and $311.2 million, as of March 31, 2013 and December 31, 2012, respectively.

~~New Accounting~~As ~~Pronouncements~~of March 31, 2013, the Operating Partnership owned or had ownership interests in 166 apartment communities, aggregating 34,343 units, excluding the Operating Partnership’s ownership in preferred interest co-investments, (collectively, the “Communities”, and individually, a “Community”), five commercial buildings and eight active development projects (collectively, the “Portfolio”). The Communities are located in Southern California (Los Angeles, Orange, Riverside, San Diego, Santa Barbara, and Ventura counties), Northern California (the San Francisco Bay Area) and the Seattle metropolitan area.

~~In July 2006,~~Marketable the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement 109.” FIN 48 increases the relevancy and comparability of financial reporting by clarifying the way companies account for uncertainty in measuring income taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. This Interpretation only allows the benefit of an uncertain tax position to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this FIN did not have a material impact on the Operating Partnership’s consolidated financial position, results of operations or cash flows.Securities

~~In September~~The ~~2006~~Operating Partnership reports its available for sale securities at fair value, based on quoted market prices (Level 2 for the ~~Securities~~unsecured bonds and ~~Exchange~~Level ~~Commission~~1 ~~(“SEC”)~~for ~~issued~~the ~~Staff~~ common stock and investment funds, as defined by the Financial Accounting ~~Bulletin~~Standards Board (“~~SAB~~FASB”) ~~No. 108,~~standard ~~“Considering~~for ~~the~~fair ~~Effects~~value ofmeasurements ~~Prior~~as ~~Year Misstatements~~discussed ~~when~~later ~~Quantifying~~in ~~Misstatements~~Note in1), ~~Current~~and ~~Year~~any ~~Financial Statements.”~~unrealized ~~SAB~~gain ~~No. 108~~or ~~was~~loss ~~issued~~is torecorded ~~address~~as ~~diversity~~other incomprehensive ~~practice~~income ~~in quantifying~~(loss). Realized ~~financial~~gains ~~statement~~and ~~misstatements.~~losses, ~~The adoption~~interest and dividend income, and amortization of ~~this~~purchase ~~SAB~~discounts ~~did~~are ~~not~~included ~~have~~in ainterest ~~material~~and ~~impact~~other income on the ~~Operating Partnership’s~~condensed consolidated ~~financial~~statement ~~position,~~of operations and comprehensive income.

As of March 31, 2013 and December 31, 2012, marketable securities consisted primarily of investment-grade unsecured bonds, common stock, investments in mortgage backed securities and investment funds that invest in U.S. treasury or agency securities. As of March 31, 2013 and December 31, 2012, the Operating Partnership classified its investments in mortgage backed securities, which mature in November 2019 and September 2020, as held to maturity, and accordingly, these securities are stated at their amortized cost. The estimated fair values of the mortgage backed securities (Level 2 securities) are approximately equal to the carrying values.

~~results of operations or cash flows.~~Index

~~(2) Significant Transactions~~ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

~~(a) Acquisitions~~Notes to Condensed Consolidated Financial Statements

In March ~~2007,~~ ~~the Operating Partnership acquired Harvest Park apartments~~31, ~~built~~2013 ~~in 2004 with a condo map for approximately $22.5 million. This apartment community has 104 units~~ and ~~is located in Santa Rosa, California.~~ 2012

In March 2007, the Operating Partnership acquired two adjacent apartment communities aggregating 108 units located in Santa Barbara, California for approximately $21.2 million. Lucero Village, built in 1973, consists of 70 units and The Continental, built in 1965, consists of 38 units. (Unaudited)

~~In April 2007,~~As ~~the~~of ~~Operating~~March ~~Partnership acquired Cardiff by the Sea Apartments located in Cardiff~~31, ~~California~~2012 ~~for~~and ~~approximately~~December ~~$72 million. The community~~31, ~~which is~~2012 ~~in Northern~~marketable ~~San~~securities ~~Diego~~consist ~~County, consists~~ of ~~300~~the ~~units~~following ~~and~~($ ~~was built~~ in ~~1986.~~ thousands):

In May 2007, the Operating Partnership acquired Canyon Oaks apartments, built in 2005, consisting of 250 units, located in San Ramon, California for approximately $64.3 million.

	March 31, 2013
	Cost/		Gross
	Amortized		Unrealized
	Cost		Gain		Carrying Value
Available for sale:
Investment-grade unsecured bonds	$	5,119	$	96	$	5,215
Investment funds - US treasuries		15,365		721		16,086
Common stock		5,642		85		5,727
Held to maturity:
Mortgage backed securities		53,404		-		53,404
Total	$	79,530	$	902	$	80,432

(b) Dispositions

	December 31, 2012
	Cost/		Gross
	Amortized		Unrealized
	Cost		Gain		Carrying Value
Available for sale:
Investment-grade unsecured bonds	$	5,143	$	98	$	5,241
Investment funds - US treasuries		14,120		729		14,849
Common stock		18,917		1,704		20,621
Held to maturity:
Mortgage backed securities		52,002		-		52,002
Total	$	90,182	$	2,531	$	92,713

~~During February~~The ~~2007, the~~ Operating Partnership ~~sold~~uses the ~~joint~~specific ~~venture~~identification ~~property~~method ~~City Heights~~to ~~Apartments,~~determine the cost basis of a ~~687-unit~~security ~~community~~sold ~~located~~and into ~~Los~~reclassify ~~Angeles,~~amounts ~~California~~ from accumulated other comprehensive income for ~~$120~~ ~~million~~securities sold. For ~~The~~the ~~Operating~~three ~~Partnership’s~~months ~~share~~ended ofMarch 31, 2013, the proceeds from ~~the~~sales of available for sale securities totaled $3320.93 million, ~~resulting~~which resulted in a ~~$13.7~~realized ~~million~~ gain onof ~~sale~~$1.8 tomillion. For the ~~Operating~~ ~~Partnership,~~three ~~and~~months anended ~~additional~~March ~~$10.3~~31, ~~million~~2012, ~~for~~there ~~fees~~were ~~from~~no ~~the~~sales ~~City Heights~~of ~~joint~~available ~~venture~~for ~~partner~~sale securities.

~~The Operating~~Variable ~~Partnership~~Interest ~~sold 13 condominium units at Peregrine Point during the first quarter of 2007, and the 8 remaining units are expected to be sold in the second quarter of 2007.~~Entities

The Operating Partnership consolidates 19 DownREIT limited partnerships (ccomprising twelve communities) ~~Investments~~ since the Operating Partnership is the primary beneficiary of these variable interest entities (“VIEs”). Total DownREIT units outstanding were 1,033,474 and 1,039,431 as of March 31, 2013 and December 31, 2012, respectively, and the redemption value of the units, based on the closing price of the Company’s common stock totaled $155.6 million and $152.4 million, as of March 31, 2013 and December 31, 2012, respectively. The consolidated total assets and liabilities related to these VIEs, net of intercompany eliminations, were approximately $202.4 million and $181.1 million, respectively, as of March 31, 2013 and $201.1 million and $178.6 million, respectively, as of December 31, 2012. Interest holders in VIEs consolidated by the Operating Partnership are allocated income equal to the cash payments made to those interest holders. The remaining results of operations are allocated to the Operating Partnership. As of March 31, 2013 and December 31, 2012, the Operating Partnership did not have any other VIEs of which it was deemed to be the primary beneficiary.

~~During March~~Equity ~~2007,~~Based the Operating Partnership received $7.7 million in net distributions from the Mountain Vista Apartments, LLC joint venture. The Operating Partnership accounted for the transaction as a partial sale of the Operating Partnership’s investment in Mountain Vista Apartments, LLC and recorded a gain of $2.0 million which is included in equity income in co-investments.Compensation

~~(d) Debt~~The ~~and~~Operating ~~Financing~~Partnership ~~Activities~~accounts for equity based compensation using the fair value method of accounting. The estimated fair value of stock options granted by the Company is being amortized over the vesting period of the stock options. The estimated grant date fair values of the long term incentive plan units are being amortized over the expected service periods.

In March 2007, the Operating Partnership originated a mortgage loan secured by the Camino Ruiz Square community purchased in December 2006 in the amount of $21.1 million, with a fixed interest rate of 5.36%, which matures on April 1, 2017.

During the first quarter of 2007, the Operating Partnership entered into a ten-year forward-starting interest rate swap for a notional amount of $50 million and a settlement date on or before October 1, 2011.

During April 2007, the Operating Partnership refinanced a mortgage loan for $35.7 million secured by the Tierra Vista property in the amount of $62.5 million, with a fixed interest rate of 5.47%, which matures in April 2017. In conjunction with this transaction the Operating Partnership settled its first $50 million forward-starting swap and received $1.3 million from the counterparty. The settlement of the swap was deemed effective and reduces the interest rate on the new Tierra Vista mortgage loan to 5.19%.

(e) Equity

On May 3, 2007, the Company sold 1,500,000 shares of its common stock for proceeds of $191.9 million, net of underwriter fees and expenses. These proceeds will be used by the Operating Partnership to pay down outstanding borrowings under the Operating Partnership’s lines of credit, to fund real estate investments and for general corporate purposes.

~~(3) Investments~~Index

~~The Operating~~ESSEX ~~Partnership has investments in a number of affiliates~~PORTFOLIO, ~~which are accounted for under the equity method~~L. ~~The affiliates own and operate apartment communities~~P. ~~The~~AND ~~following table details the Operating Partnership's investments (dollars in thousands):~~SUBSIDIARIES

		March 31,		December 31,
		2007		2006
Investments in joint ventures accounted for under the equity
method of accounting:
Limited partnership interest of 27.2% and general partner
interest of 1% in Essex Apartment Value Fund II, L.P (Fund II)	$	53,855	$	45,598
Preferred limited partnership interests in Mountain Vista
Apartments, LLC (A)		1,182		6,806
Development joint ventures		8,684		7,547
		63,721		59,951
Investments accounted for under the cost method of accounting:
Series A Preferred Stock interest in Multifamily Technology
Solutions, Inc.		500		500
Total investments	$	64,221	$	60,451

Notes to Condensed Consolidated Financial Statements

~~(A)~~March ~~The~~31, ~~investment~~2013 isand ~~held in an entity that includes an affiliate of The Marcus & Millichap Company (“TMMC”). TMMC’s Chairman is also the Chairman of the Company.~~2012

~~The combined summarized financial information of investments, which are accounted for under the equity method, is as follows~~ (~~dollars in thousands~~Unaudited).

		March 31,		December 31,
		2007		2006
Balance sheets:
Real estate and real estate under development	$	574,385	$	576,134
Other assets		20,158		20,681
Total assets	$	594,543	$	596,815
Mortgage notes payable	$	314,541	$	301,665
Other liabilities		30,490		74,793
Partners' capital		249,512		220,357
Total liabilities and partners' capital	$	594,543	$	596,815
Operating Partnership's share of capital	$	63,721	$	59,951
		Three Months Ended
		March 31,
		2007		2006
Statements of operations:
Total property revenues	$	12,172	$	9,290
Depreciation and amortization		(3,472)		(2,885)
Interest expense		(4,018)		(4,155)
Other operating expenses		(4,934)		(3,928)
Total net (loss) income	$	(252)	$	(1,678)
Operating Partnership's share of operating net (loss) income		(64)		(442)
Operating Partnership's gain - partial sale of its interest		2,046		-
Operating Partnership's share of net income (loss)	$	1,982	$	(442)

Stock-based compensation expense for options and restricted stock totaled $0.6 million and $0.4 million for the three months ended March 31, 2013 and 2012, respectively. The intrinsic value of the stock options exercised during the three months ended March 31, 2013 and 2012 totaled $0.9 million and $1.1 million, respectively. As of March 31, 2013, the intrinsic value of the stock options outstanding totaled $14.6 million. As of March 31, 2013, total unrecognized compensation cost related to unvested share-based compensation granted under the stock option and restricted stock plans totaled $5.8 million. The cost is expected to be recognized over a weighted-average period of 1 to 5 years for the stock option plans and is expected to be recognized straight-line over a period of 1 to 7 years for the restricted stock awards.

The Operating Partnership has adopted an incentive program involving the issuance of Series Z-1 Incentive Units of limited partnership interest in the Operating Partnership. Stock-based compensation expense for Z-1 Units totaled $0.5 million and $0.6 million for the three months ended March 31, 2013 and 2012. Stock-based compensation for Z-1 units capitalized totaled $0.1 million for the three months ended March 31, 2013, and 2012, respectively. As of March 31, 2013, the intrinsic value of the Z-1 Units subject to future vesting totaled $16.1 million. As of March 31, 2013, total unrecognized compensation cost related to Z-1 Units subject to future vesting totaled $6.8 million. The unamortized cost is expected to be recognized up to 14 years subject to the achievement of the stated performance criteria.

Fair Value of Financial Instruments

Management believes that the carrying amounts of its amounts outstanding under lines of credit, notes receivable and notes and other receivables approximate fair value as of March 31, 2013 and December 31, 2012, because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available for similar instruments. Management has estimated that the fair value of the Operating Partnership’s $2.12 billion of fixed rate debt, including unsecured bonds, at March 31, 2013 is approximately $2.21 billion and the fair value of the Operating Partnership’s $551.6 million of variable rate debt, excluding borrowings under the lines of credit, at March 31, 2013 is $632.7 million based on the terms of existing mortgage notes payable, unsecured bonds and variable rate demand notes compared to those available in the marketplace. Management believes that the carrying amounts of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, construction payables, other liabilities and dividends payable approximate fair value as of March 31, 2013 due to the short-term maturity of these instruments. The fair values of the Operating Partnership’s investments in mortgage backed securities are approximately equal to the amortized cost carrying value of these securities. Marketable securities and derivatives are carried at fair value as of March 31, 2013.

Capitalization of Costs

The Operating Partnership’s capitalized internal costs related to development and redevelopment projects totaled $1.6 million and $1.5 million during the three months ended March 31, 2013 and 2012, respectively, most of which relates to development projects. These totals include capitalized salaries of $0.6 million and $0.7 million for the three months ended March 31, 2013 and 2012, respectively.

Co-investments

The Operating Partnership owns investments in joint ventures (“co-investments”) in which it has significant influence, but its ownership interest does not meet the criteria for consolidation in accordance with the accounting standards. Therefore, the Operating Partnership accounts for these investments using the equity method of accounting. Under the equity method of accounting, the investment is carried at the cost of assets contributed, plus the Operating Partnership’s equity in earnings less distributions received and the Operating Partnership’s share of losses. The significant accounting policies of the Operating Partnership’s co-investments entities are consistent with those of the Operating Partnership in all material respects. For preferred equity investments the Operating Partnership recognizes its preferred interest as equity in earnings.

Upon the acquisition of a controlling interest of a co-investment, the co-investment entity is consolidated and a gain or loss is recognized upon the remeasurement of co-investments in the consolidated statement of operations equal to the amount by which the fair-value of the co-investment interest the Operating Partnership previously owned exceeds its carrying value.

A majority of the co-investments, excluding the preferred equity investments, compensate the Operating Partnership for its asset management services and may provide promote distributions if certain financial return benchmarks are achieved. Asset management fees are recognized when earned, and promote fees are recognized when the earnings events have occurred and the amount is determinable and collectible.

During the first quarter of 2007, the Operating Partnership made a $1.1 million contribution to a development with a joint venture partner, and as of March 31, 2007 the Operating Partnership has made contributions to three developments held by joint venture entities totaling $8.7 million. Two of the developments are located in the San Francisco Bay Area and one of the developments is located in Southern California. As of March 31, 2007, these developments are still in the predevelopment stage. Index

~~During March~~ESSEX ~~2007~~PORTFOLIO, the Mountain Vista Apartments, LLC, a joint venture that owns the Waterstone at Fremont apartments in Fremont, California, was recapitalized with the inclusion of a new joint venture partner, and as part of this transaction the Operating Partnership received $7L.~~7 million in net distributions from the joint venture~~P. ~~The~~AND Operating Partnership accounted for this transaction as a partial sale of the Operating Partnership’s investment and recorded a gain of $2.0 million which is included in equity income in co-investments as a result of this transaction. As of March 31, 2007, the Operating Partnership’s carrying value of its remaining investment in the amended and restated Mountain Vista Apartments, LLC joint venture was $1.2 million.SUBSIDIARIES

~~(4)~~ Notes ~~Receivable~~to ~~and~~Condensed ~~Other~~Consolidated ~~Receivables~~Financial ~~from Related Parties~~Statements

~~Notes receivable and other receivables from related parties consist of the following as of~~ March 31, ~~2007~~2013 and ~~December 31, 2006 (dollars in thousands):~~ 2012

		March 31,		December 31,
		2007		2006
Related party receivables, unsecured:
Loans to officers made prior to July 31, 2002, secured,
bearing interest at 8% (repaid in March 2007)	$	-	$	375
Other related party receivables, substantially due on demand		961		834
Total notes and other receivable from related parties	$	961	$	1,209

(Unaudited)

~~Other related~~Changes ~~party~~in ~~receivables~~Accumulated ~~consist~~Other ~~primarily~~Comprehensive ofLoss ~~accrued~~by ~~management fees from Fund II totaling $0.7 million and $0.4 million as of March 31, 2007 and December 31, 2006, respectively.~~Component

(5) Notes and Other Receivables

				Unrealized
	Change in fair			gains/(losses) on
	value and amortization of			available for sale
	derivatives			securities			Total
Balance at December 31, 2012	$	(70,762	)	$	2,531		$	(68,231	)
Other comprehensive income before reclassification		534			138			672
Amounts reclassified from accumulated other comprehensive loss		2,131			(1,767	)		364
Net other comprehensive income (loss)		2,665			(1,629	)		1,036
Balance at March 31, 2013	$	(68,097	)	$	902		$	(67,195	)

~~Notes receivables~~Amounts ~~secured~~reclassified byfrom ~~real~~accumulated ~~estate,~~other ~~and~~comprehensive ~~other~~loss ~~receivables~~in ~~consist~~connection ofwith derivatives are recorded in interest expense before amortization on the ~~following~~ ascondensed consolidated statement of ~~March~~operations ~~31,~~and ~~2007~~comprehensive income. Realized gains and ~~December~~losses ~~31,~~on ~~2006~~available ~~(dollars~~for sale securities are included in ~~thousands):~~ interest and other income on the condensed consolidated statement of operations and comprehensive income.

		March 31,		December 31,
		2007		2006
Note receivable, secured, bearing interest at 12%, due June 2008	$	2,193	$	2,193
Note receivable, secured, bearing interest at LIBOR + 3.69%, due June 2009		7,347		7,309
Note receivable, secured, bearing interest at LIBOR + 4.65%, due November 2008		8,767		7,807
Note receivable, secured, bearing interest at LIBOR + 4.75%, due March 2012		6,901		-
Other receivables		1,774		886
Total notes and other receivables	$	26,982	$	18,195

Accounting Estimates

~~(6) Related~~The ~~Party~~preparation ~~Transactions~~of condensed consolidated financial statements, in accordance with U.S. generally accepted accounting principles, requires the Operating Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Operating Partnership evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate portfolio, its investments in and advances to joint ventures and affiliates, and its notes receivables. The Operating Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions.

~~Management and~~(2) Significant ~~other~~Transactions ~~fees~~During ~~from~~the ~~affiliates~~First ~~includes~~Quarter ~~property management, asset management, development and redevelopment fees from related parties~~ of ~~$1.0~~2013 and ~~$0.8~~Subsequent ~~million for the quarter ended March 31, 2007 and 2006, respectively.~~Events

The Company’s Chairman, George Marcus, is also the Chairman of TMMC, which is a real estate brokerage firm. During the quarter ended March 31, 2007 and 2006, the Operating Partnership paid brokerage commissions totaling $1.25 million and $0, respectively on the purchase and sale of real estate. The 2007 commission was a reduction of the gain on sales of real estate in the accompanying consolidated statements of operations. Acquisitions

In January 2013, the Operating Partnership acquired Annaliese, a 56 unit community located in Seattle, Washington for $19.0 million. The property was built in 2009 and is located in the South Lake Union submarket.

In February 2013, the Operating Partnership purchased Fox Plaza, a 444 unit property located in San Francisco, California, for $135.0 million. Built in 1968, the property is a 29 story high rise tower with Fox Plaza apartments located on floors 14 through 29. The purchase price did not include floors 1 through 12 of commercial office space but did include an adjacent two-story building comprised of approximately 37,800 square feet of space leased to retail and office tenants and a two story underground parking garage comprised of 405 stalls.

Common Stock

During the first quarter, the Company sold 817,445 shares of common stock for $122.9 million, net of commissions, at an average per share price of $151.82 and the Company contributed such net proceeds to the Operating Partnership. For the common stock sales, an equal number of common units were issued by the Operating Partnership to the Company. Subsequent to quarter end, the Company has not sold any shares of common stock.

Unsecured Bond Offering

In April 2013, the Operating Partnership issued $300 million aggregate principal amount of its 3.25% Senior Notes due on May 1, 2023 (the "Notes"). The net proceeds from the issuance of Notes were approximately $295.2 million, after deducting the underwriters' discounts and estimated offering expenses.

~~(7) Segment Information~~Index

~~The Operating~~ESSEX ~~Partnership defines its reportable operating segments as the three geographical regions in which its properties are located: Southern California~~PORTFOLIO, ~~Northern~~ ~~California and Seattle Metro~~L. Excluded from segment revenues are properties outside of these regions including properties in Portland, Oregon and Houston, Texas, management and other fees from affiliates, and interest and other incomeP. ~~Non-segment~~AND revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties, recreational vehicle parks, and manufactured housing communities. Other non-segment assets include investments, real estate under development, cash, notes receivable, other assets and deferred charges. The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the three months ended March 31, 2007 and 2006 (dollars in thousands):SUBSIDIARIES

		Three Months Ended
		March 31,
		2007		2006
Revenues:
Southern California	$	51,963	$	48,363
Northern California		21,868		17,444
Seattle Metro		15,044		13,271
Other Regions		3,279		3,155
Total property revenues	$	92,154	$	82,233
Net operating income:
Southern California	$	35,871	$	32,845
Northern California		14,640		11,526
Seattle Metro		9,849		8,257
Other Regions		962		775
Total net operating income		61,322		53,403
Depreciation and amortization:
Southern California		(11,345)		(10,407)
Northern California		(6,175)		(4,075)
Seattle Metro		(3,469)		(3,151)
Other Regions		(688)		(1,687)
		(21,677)		(19,320)
Interest expense:
Southern California		(6,589)		(6,355)
Northern California		(4,502)		(4,654)
Seattle Metro		(1,725)		(1,690)
Other Regions		(5,450)		(5,713)
		(18,266)		(18,412)
Amortization of deferred financing costs		(677)		(696)
General and administrative		(6,096)		(4,899)
Other expenses		-		(970)
Management and other fees from affiliates		1,040		824
Interest and other income		2,182		2,394
Equity income (loss) in co-investments		1,982		(442)
Minority interests		(1,172)		(1,304)
Income tax provision		-		(37)
Income before discontinued operations	$	18,638	$	10,541

Notes to Condensed Consolidated Financial Statements

		March 31,		December 31,
		2007		2006
Assets:
Southern California	$	1,262,376	$	1,244,037
Northern California		606,926		565,405
Seattle Metro		316,368		317,848
Other Regions		79,024		76,882
Net real estate assets		2,264,694		2,204,172
Non-segment assets		311,637		281,668
Total assets	$	2,576,331	$	2,485,840

March 31, 2013 and 2012

(Unaudited)

Dispositions

In January, the Operating Partnership sold the land parcel held for future development located in Palo Alto, California for $9.1 million, resulting in a gain of $1.5 million.

(3) Co-investments

The Operating Partnership has co-investments, which are accounted for under the equity method. The co-investments own, operate and develop apartment communities. The following table details the Operating Partnership's co-investments (dollars in thousands):

	March 31,		December 31,
	2013		2012


Membership interest in Wesco I	$	143,051	$	143,874
Partnership interest in Fund II		27,121		53,601
Membership interest in a limited liability company that owns Expo		18,714		18,752
Membership interest in Wesco III		9,821		9,941
Total operating co-investments		198,707		226,168

Membership interests in limited liability companies that own and are developing Epic, Connolly Station, Mosso I. & II. , and Elkhorn		221,247		186,362
Membership interests in limited liability companies that own and are developing The Huxley and The Dylan		16,928		16,552
Total development co-investments		238,175		202,914

Membership interest in Wesco II that owns a preferred equity interest in Parkmerced with a preferred return of 10.1%		92,550		91,843
Preferred interest in related party limited liability company that owns Sage at Cupertino with a preferred return of 9.5%		15,055		14,438
Preferred interest in a related party limited liability company that owns Madison Park at Anaheim with a preferred return of 13%		13,232		13,175
Preferred interest in limited liability company that owns an apartment community in downtown Los Angeles with a preferred return 10%		13,068		13,068
Preferred interest in related limited liability company that owns an apartment development in Redwood City with a preferred return of 9.5%		8,867		-
Preferred interests in limited liability companies that own apartment communities in downtown Los Angeles with preferred returns of 9% repaid in March 2013		-		9,739
Total preferred interest investments		142,772		142,263

Total co-investments	$	579,654	$	571,345

In January 2013, the Operating Partnership invested $8.6 million as a preferred equity interest investment in an apartment development in Redwood City, California. The investment has a preferred return of 9.5% and matures in January 2016.

In March 2013, the Operating Partnership received the redemption of $9.7 million of preferred equity related to two properties located in downtown Los Angeles. The Operating Partnership recorded $0.4 million in redemption penalties due to the early redemption of these preferred equity investments.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

The combined summarized balance sheet and statements of operations for co-investments are as follows (dollars in thousands).

	March 31,		December 31,
	2013		2012
Balance sheets:
Rental properties and real estate under development	$	1,709,065	$	1,745,147
Other assets		85,039		168,061

Total assets	$	1,794,104	$	1,913,208

Debt	$	785,459	$	820,895
Other liabilities		54,877		91,922
Equity		953,768		1,000,391

Total liabilities and equity	$	1,794,104	$	1,913,208

Operating Partnership's share of equity	$	579,654	$	571,345

	Three Months Ended
	March 31,
	2013			2012
Statements of operations:
Property revenues	$	27,859		$	34,323
Property operating expenses		(9,828	)		(13,137	)
Net property operating income		18,031			21,186

Interest expense		(6,778	)		(8,545	)
General and administrative		(1,514	)		(796	)
Depreciation and amortization		(11,019	)		(13,896	)

Net loss	$	(1,280	)	$	(2,051	)

Operating Partnership's share of net income	$	4,211		$	2,340

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

(4) Notes and Other Receivables

Notes receivable secured by real estate, and other receivables consist of the following as of March 31, 2013 and December 31, 2012 (dollars in thousands):

	March 31,		December 31,
	2013		2012

Note receivable, secured, bearing interest at 8.0%, due November 2013	$	971	$	971
Note receivable, secured, bearing interest at 4.0%, due December 2014 (1)		3,212		3,212
Notes and other receivables from affiliates		4,085		28,896
Other receivables		3,091		3,785
Note receivable, secured, bearing interest at 8.8%, paid in full March 2013		-		10,800
Note receivable, secured, effective interest at 9.6%, paid in full March 2013		-		18,499
	$	11,359	$	66,163

(1)	The borrower funds an impound account for capital replacement.

During the quarter, the Operating Partnership received the repayment of two notes receivables totaling $29.5 million. One of the notes was repaid early, and as such the Operating Partnership recorded $0.8 million of income related to a change in estimate on the discount to the note receivable.

In March 2013, Wesco III repaid the Operating Partnership for a $26.0 million short-term bridge loan at LIBOR + 2.5% to assist with the purchase of Haver Hill. Wesco III used the proceeds from a $27.3 million loan secured by Haver Hill at 3.1% for a term of seven years to repay the bridge loan.

(5) Related Party Transactions

Management and other fees from affiliates include management, development and redevelopment fees from co-investments of $2.8 million and $2.3 million during the three months ended March 31, 2013 and 2012, respectively. All of these fees are net of intercompany amounts eliminated by the Operating Partnership.

The Company’s Chairman and founder, Mr. George Marcus, is the Chairman of The Marcus & Millichap Company (“TMMC”), which is a holding company for certain real estate brokerage services and other subsidiary companies. As described in Note 3, the Operating Partnership invested $8.6 million as a preferred equity interest investment in an entity affiliated with TMMC that owns an apartment development in Redwood City, California. Independent members of the Company’s Board of Directors that serve on the Nominating and Corporate Governance and Audit Committees approved the investment in this entity.

As described in Note 4, The Operating Partnership provided a $26.0 million short-term bridge loan to Wesco III to assist with the purchase of Haver Hill which was repaid during the quarter.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

(6) Unsecured Debt and Lines of Credit

Unsecured debt and lines of credit consist of the following as of March 31, 2013 and December 31, 2012 ($ in thousands):

							Weighted Average
	March 31,			December 31,			Maturity
	2013			2012			In Years

Bonds private placement - fixed rate	$	465,000		$	465,000			6.0
Term loan - variable rate		350,000			350,000			3.9
Bonds public offering - fixed rate		297,159			297,084			9.4
Unsecured debt		1,112,159			1,112,084
Lines of credit		102,300			141,000			2.7
Total unsecured debt and lines of credit	$	1,214,459		$	1,253,084

Weighted average interest rate on fixed rate unsecured bonds		4.2	%		4.2	%
Weighted average interest rate on variable rate term loan		2.6	%		2.7	%
Weighted average interest rate on line of credit		2.1	%		2.3	%

As described in Note 2, in April 2013, the Operating Partnership issued $300 million aggregate principal amount of its 3.25% Senior Notes due on May 1, 2023.

(7) Segment Information

The Operating Partnership defines its reportable operating segments as the three geographical regions in which its apartment communities are located: Southern California, Northern California and Seattle Metro. Excluded from segment revenues are properties classified in discontinued operations, management and other fees from affiliates, and interest and other income. Non-segment revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties. Other non-segment assets include real estate under development, co-investments, cash and cash equivalents, marketable securities, notes and other receivables, prepaid expenses and other assets and deferred charges.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the three months ended March 31, 2013 and 2012 (dollars in thousands):

	Three Months Ended
	March 31,
	2013			2012
Revenues:
Southern California	$	65,830		$	58,560
Northern California		50,770			41,622
Seattle Metro		26,328			22,309
Other real estate assets		3,466			2,983
Total property revenues	$	146,394		$	125,474

Net operating income:
Southern California	$	44,434		$	39,830
Northern California		35,283			28,942
Seattle Metro		17,373			14,831
Other real estate assets		2,540			1,707
Total net operating income		99,630			85,310

Management and other fees from affiliates		2,948			2,444
Depreciation		(47,144	)		(40,734	)
General and administrative		(6,626	)		(5,400	)
Cost of management and other fees		(1,701	)		(1,640	)
Interest expense before amortization		(25,211	)		(24,658	)
Amortization expense		(2,930	)		(2,871	)
Interest and other income		5,023			2,413
Equity income from co-investments		4,211			2,340
Gain on sale of land		1,503			-
Income from continuing operations	$	29,703		$	17,204

Total assets for each of the reportable operating segments are summarized as follows as of March 31, 2013 and December 31, 2012:

	March 31,		December 31,
	2013		2012
Assets:
Southern California	$	1,662,493	$	1,675,265
Northern California		1,632,994		1,489,095
Seattle Metro		711,458		699,465
Other real estate assets		87,754		88,330
Net reportable operating segment - real estate assets		4,094,699		3,952,155
Real estate under development		65,568		66,851
Co-investments		579,654		571,345
Cash and cash equivalents, including restricted cash		55,634		42,126
Marketable securities		80,432		92,713
Notes and other receivables		11,359		66,163
Other non-segment assets		49,113		55,870
Total assets	$	4,936,459	$	4,847,223

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

(8) Net Income Per Common Unit

(Amounts in thousands, except per unit data)

	Three Months Ended	~~Three Months Ended~~						~~Three Months Ended~~	Three Months Ended
		March 31, 2007						March 31, 2006
	March 31, 2013								March 31, 2012
			~~Weighted-~~	Weighted-		~~Per~~	Per		~~Weighted-~~			~~Per~~	Weighted-		Per
			~~average~~	average		~~Common~~	Common		~~average~~			~~Common~~	average		Common
			~~Common~~	Common		~~Unit~~	Unit		~~Common~~			~~Unit~~	Common		Unit
	Income	~~Income~~	~~Units~~	Units		~~Amount~~	Amount	~~Income~~	~~Units~~Income			~~Amount~~	Units		Amount
Basic:
Income from continuing operations
Income from continuing operations available to common unitholders	$	26,704			39,083		$	0.68	$	14,267				36,273	$	0.39
available to common units	$	13,836	25,953		$	0.54	$	7,494	25,166		$	0.30
Income from discontinued operations available to common unitholders		-			39,083			-		10,037				36,273		0.28
Income from discontinued operations		25,238	25,953			0.97		3,518	25,166			0.14
		26,704					$	0.68		24,304					$	0.67
		39,074			$	1.51		11,012			$	0.44
Effect of Dilutive Securities (1)		-			88					54				124
Effect of Dilutive Securities (1)		-	782					-	223
Diluted:
Diluted:
Income from continuing operations available to common unitholders		26,704			39,171		$	0.68		14,321				36,397	$	0.39
Income from continuing operations
Income from discontinued operations available to common unitholders		-			39,171			-		10,037				36,397		0.28
available to common units		13,836	26,735		$	0.52		7,494	25,389		$	0.29
	$	26,704					$	0.68	$	24,358					$	0.67
Income from discontinued operations		25,238	26,735			0.94		3,518	25,389			0.14
	$	39,074			$	1.46	$	11,012			$	0.43

(1) Instruments granted in equity-based payment transactions are considered participating securities prior to vesting and, therefore, are considered in computing basic earnings per unit under the two-class method. The two-class method is an earnings allocation method for calculating earnings per unit when a company’s capital structure includes either two or more classes of common equity or common equity and participating securities. The Company’s stock options of 263,513 and 36,750 for the three months ended March 31, 2013 and 2012, respectively, were not included in the diluted earnings per unit calculation because the effects on earnings per unit were anti-dilutive. The Operating Partnership has the ability ~~and intent~~ to redeem ~~Down~~DownREIT ~~REIT~~limited ~~Limited Partnership~~partnership units for cash and does not consider them to be ~~common~~potentially ~~unit equivalents~~dilutive securities.

~~(1)~~All On or after November 1, 2020, the holders of the $225 million exchangeable notes may exchange, at the then applicable exchange rate, the notes for cash and, at Essex’s option, a portion of the notes may be exchanged for Essex common stock; the current exchange rate is $103.25 per share of Essex common stock. The exchangeable notes will also be exchangeable prior to November 1, 2020, but only upon the occurrence of certain specified events. During the three months ended March 31, 2007 the weighted average common stock price exceeded the $103.25 strike price and therefore common stock issuable upon exchange of the exchangeable notes was included in the diluted share count. The treasury method was used to determine the shares ~~to be added to the denominator for the calculation~~ of ~~earnings~~Series ~~per~~G diluted share. Stock options of 0 and 667 for the three months ended March 31, 2007 and 2006, respectively, are not included in the diluted earnings per unit calculation because the exercise price of the options were greater than the average market price of the common unit for the three and nine months ended and, therefore, were anti-dilutive. The 5,980,000 shares of cumulative convertible preferred ~~stock~~interests ~~Series G~~ have been excluded ~~from~~in diluted earnings per unit for the three months ended March 31, ~~2007~~2013, respectively, as the effect was anti-dilutive.

(9) Derivative Instruments and Hedging Activities

~~As of March~~The ~~31, 2007 the~~ Operating Partnership ~~had~~has entered into ~~ten forward-starting~~ interest rate ~~swaps~~swap ~~totaling~~contracts awith an aggregate notional amount of $~~500~~300 million ~~with~~that ~~interest rates~~effectively ~~ranging~~fixed ~~from 4.9% to 5.9% and settlements dates ranging from April 2007 to October 2011. These derivatives qualify for hedge accounting and will economically hedge~~ the ~~cash~~interest ~~flows~~rate ~~associated~~on ~~with the refinancing of debt that matures between April 2007 and October 2011. The fair value of the derivatives increased~~ $~~2.5~~300 million ~~during~~of the ~~quarter ended March 31, 2007 to~~ $~~0.3~~350 million as ofunsecured ~~March~~term ~~31,~~loan ~~2007,~~at ~~and the derivative asset was recorded in prepaid and other assets in the Operating Partnership’s consolidated financial statements~~2.6%. These ~~The changes in the fair values of the~~ derivatives ~~are~~qualify ~~reflected~~for ~~in accumulated other comprehensive income (loss) in the Operating Partnership’s consolidated financial statements. No~~ hedge ~~ineffectiveness on cash flow hedges was recognized during the quarter ended March 31, 2007 and 2006~~accounting.

~~During April~~As ~~2007~~of March 31, 2013 the Operating Partnership ~~refinanced~~also ahad ~~mortgage~~twelve ~~loan~~interest ~~for~~rate ~~$35.7 million~~cap ~~secured~~contracts bytotaling ~~the~~a ~~Tierra~~notional ~~Vista property in the~~ amount of $62187.58 million~~, with~~ athat ~~fixed~~qualify ~~interest~~for ~~rate~~hedge ofaccounting ~~5.47%,~~as ~~which~~they ~~matures~~effectively inlimit ~~April 2017. In conjunction with this transaction~~ the Operating Partnership’s ~~settled~~exposure ~~its~~to ~~first~~interest ~~$50~~rate ~~million forward-starting~~risk ~~swap~~by ~~and~~providing ~~received~~a ~~$1.3~~ceiling ~~million~~on ~~from~~ the ~~counterparty.~~underlying ~~The settlement~~variable ofinterest ~~the~~rate ~~swap~~for ~~was~~$201.6 ~~deemed~~million ~~effective~~of ~~and reduces~~ the ~~interest~~Operating ~~rate~~Partnership’s ~~on the new~~tax ~~Tierra~~exempt ~~Vista~~variable ~~mortgage~~rate ~~loan to 5~~debt.~~19%.~~

14As of March 31, 2013 and December 31, 2012 the aggregate carrying value of the interest rate swap contracts was a liability of $6.1 million and $6.6 million, respectively. The aggregate carrying value of the interest rate cap contracts was zero on the balance sheet as of March 31, 2013 and December 31, 2012, respectively.

(10) Discontinued Operations

~~In the normal~~The ~~course of business, the~~ Operating Partnership ~~will~~classifies ~~receive~~real ~~offers~~estate ~~for sale~~as of"held ~~its~~for ~~properties,~~sale" ~~either~~when ~~solicited or unsolicited. For those offers that are accepted,~~ the ~~prospective~~sale ~~buyer will usually require a due diligence period before consummation of the transaction. It~~ is ~~not~~considered ~~unusual for matters~~ to ~~arise that~~be ~~result in the withdrawal or rejection of the offer during this process~~probable. The Operating Partnership ~~classifies~~had ~~real~~no ~~estate~~communities assold "or held for sale" ~~when all criteria under SFAS No. 144, "Accounting~~ for the ~~Impairment~~quarter orended ~~Disposal~~March of31, ~~Long-Lived Assets" (“SFAS 144”) have been met~~2013.

In January 2006, the Operating Partnership sold Vista Capri East and Casa Tierra apartment communities for approximately $7.0 million and in March 2006, the Operating Partnership sold Diamond Valley, a Recreational Vehicle Park, for approximately $1.3 million. The total combined gain was $3.1 million. The Operating Partnership has recorded the gain on sale and operations for the three properties as part of discontinued operations in the accompanying consolidated statements of operations. 18

During the first quarter of 2007, the Operating Partnership sold 13 condominium units at the Peregrine Point property. The Operating Partnership recorded a gain of approximately $0.6 million net of taxes and expenses. Starting in the third quarter of 2006, the Operating Partnership has been selling condominiums at Peregrine Point, and there are 8 units remaining to be sold as of March 31, 2007. The Operating Partnership has recorded the gain on sale of condominiums and operations for Peregrine Point apartments as part of discontinued operations in the accompanying consolidated statements of operations.Index

~~As of December~~ESSEX 31PORTFOLIO, 2006, City Heights Apartments, a 687-unit community located in Los Angeles was classified as held for sale, and during February 2007 the property was sold to a third-party for $120 millionL. ~~The Operating Partnership’s share of the proceeds from the sale totaled $33~~P.9 ~~million,~~AND resulting in a $13.7 million gain on sale to the Operating Partnership, and an additional $10.3 million for fees from the City Heights joint venture partner are included in discontinued operations in the accompanying consolidated statements of operations.SUBSIDIARIES

~~The components~~Notes ofto ~~discontinued~~Condensed ~~operations~~Consolidated ~~are~~Financial ~~outlined below and include the results of operations for the respective periods that the Operating Partnership owned such assets, as described above.~~Statements

		Three Months Ended
		March 31,
		2007		2006
Rental revenues	$	1,355	$	3,029
Interest and other income		290		-
Revenues		1,645		3,029
Property operating expenses		(535)		(1,199)
Interest expense		(416)		(579)
Depreciation and amortization		(41)		(771)
Minority interests		-		(143)
Expenses		(992)		(2,692)
Gain on sale of real estate		78,919		3,062
Equity income co-investments		-		119
Promote interest and fees		10,290		-
Minority interests - City Heights		(64,624)		-
Net gain on sale of real estate		24,585		3,181
Income from discontinued operations	$	25,238	$	3,518

March 31, 2013 and 2012

(Unaudited)

During the first quarter of 2012, the Operating Partnership sold Tierra Del Sol/Norte, a 156 unit community located in San Diego, California for $17.2 million for a gain of $7.0 million. Also in the first quarter of 2012, the Operating Partnership sold Alpine Country, a 108 unit community located in San Diego metropolitan area, for $11.1 million for a gain of $3.9 million.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Operating Partnership owned such assets, as described above (dollars in thousands).

	Three Months Ended
	March 31,
	2013		2012

Rental revenues	$	-	$	608
Property operating expenses		-		(260	)
Depreciation and amortization		-		(94	)
Income from real estate sold		-		254
Gain on sale		-		10,870
Internal dispositon costs and taxes		-		(1,087	)

Income from discontinued operations	$	-	$	10,037

(11) Commitments and Contingencies

~~The~~ As of March 31, 2013, the Operating Partnership ishad ~~subject~~six tonon-cancelable ~~various~~ground ~~lawsuits~~leases infor ~~the~~certain ~~normal~~apartment ~~course~~communities ~~of its business~~and ~~operations~~buildings that expire between 2027 and 2080. Ground ~~Such~~lease ~~lawsuits~~payments are ~~not~~typically ~~expected~~the togreater ~~have~~of a ~~material~~stated ~~adverse effect~~minimum onor ~~the~~a ~~Operating~~percentage ~~Partnership’s~~of ~~financial~~gross ~~condition~~rents generated by these apartment communities. Total minimum lease commitments, ~~results~~under ofground ~~operations or~~leases ~~cash~~and ~~flows~~operating leases, are approximately $1.7 million per year for the next five years.

15To the extent that an environmental matter arises or is identified in the future that has other than a remote risk of having a material impact on the financial statements, the Operating Partnership will disclose the estimated range of possible outcomes, and, if an outcome is probable, accrue an appropriate liability for remediation and other potential liability. The Operating Partnership will consider whether such occurrence results in an impairment of value on the affected property and, if so, impairment will be recognized.

Except with respect to three communities, the Operating Partnership has no indemnification agreements from third parties for potential environmental clean-up costs at its communities. The Operating Partnership has no way of determining at this time the magnitude of any potential liability to which it may be the subject, arising out of unknown environmental conditions or violations with respect to the communities formerly owned by the Operating Partnership. No assurance can be given that existing environmental studies with respect to any of the communities will reveal all environmental liabilities, that any prior owner or operator of a Property did not create any material environmental condition not known to the Operating Partnership, or that a material environmental condition does not otherwise exist as to any one or more of the communities. The Operating Partnership has limited insurance coverage for the types of environmental liabilities described above.

The Operating Partnership may enter into transactions that may require the Operating Partnership to pay the tax liabilities of the partners in the Operating Partnership or in the DownREIT entities. These transactions are within the Operating Partnership’s control. Although the Operating Partnership plans to hold the contributed assets or defer recognition of gain on their sale pursuant to like-kind exchange rules under Section 1031 of the Internal Revenue Code, the Operating Partnership can provide no assurance that it will be able to do so and if such tax liabilities are incurred they may have a material impact on the Operating Partnership’s financial position.

Index

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

March 31, 2013 and 2012

(Unaudited)

There have been a number of lawsuits in recent years against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. The Operating Partnership has been sued for mold related matters and has settled some, but not all, of such matters. Insurance carriers have reacted to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates. The Operating Partnership has, however, purchased pollution liability insurance, which includes some coverage for mold. The Operating Partnership has adopted policies for promptly addressing and resolving reports of mold when it is detected, and to minimize any impact mold might have on residents of the property. The Operating Partnership believes its mold policies and proactive response to address any known existence, reduces its risk of loss from these cases. There can be no assurances that the Operating Partnership has identified and responded to all mold occurrences, but the Operating Partnership promptly addresses all known reports of mold. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows. As of March 31, 2013, potential liabilities for mold and other environmental liabilities are not considered probable or the loss cannot be quantified or estimated.

The Operating Partnership carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the communities. Under comprehensive liability claims, the Operating Partnership has insurance to cover claims in excess of $100,000 per incident. Under property casualty claims, the Operating Partnership reinsures the primary carrier for losses up to $5.0 million deductible per incident. There are, however, certain types of extraordinary losses, such as, for example, losses from earthquake, for which the Operating Partnership does not have insurance. Substantially all of the communities are located in areas that are subject to earthquakes.

The Operating Partnership provided a loan and construction completion guarantee to the lender in order to fulfill the lender’s standard financing requirements related to the construction of the Expo community. The outstanding balance for the construction loan is included in the debt line item in the balance sheet of the co-investments included in Note 3. The construction completion guarantee is for the life of the loan, which is scheduled to mature on July 1, 2014, with two, one-year extension options at the Expo joint venture’s option. As of March 31, 2013, the Operating Partnership was in compliance with all terms of the construction loan and the construction of the community is expected to be completed on time and within budget. The maximum exposure of the guarantee as of March 31, 2013 was $70.0 million based on the construction costs that were budgeted to be incurred to complete the construction.

The Operating Partnership provided a payment guarantee to the counterparties in relation to the total return swaps entered into by the joint venture responsible for the development of The Huxley (formerly Fountain at La Brea) and The Dylan (formerly Santa Monica at La Brea) communities. Further the Operating Partnership has guaranteed completion of development and made certain debt service guarantees for The Huxley and The Dylan. The outstanding balance for the loans is included in the debt line item in the balance sheet of the co-investments included in Note 3. The payment guarantee is for the payment of the amounts due to the counterparty related to the total return swaps which are scheduled to mature in September and December 2016. The maximum exposure of the guarantee as of March 31, 2013 was $68.0 million based on the aggregate outstanding debt amount.

The Operating Partnership is subject to various other lawsuits in the normal course of its business operations. Such lawsuits are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with ~~our~~the ~~Consolidated~~ Operating Partnership’s Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with ~~our~~the ~~2006~~Operating ~~Annual~~Partnership’s ~~Report~~2012 onConsolidated ~~Form 10-K~~Financial ~~for~~Statements ~~the~~included ~~year~~in ~~ended December~~Amendment ~~31,~~No. ~~2006~~1 ~~and our Current Report~~ on Form 10 S-Q4 ~~for~~filed with the ~~quarter~~SEC ~~ended~~ on March 3112, ~~2007~~2013.

The Operating Partnership acquires, develops, redevelops and manages apartment communities in selected residential areas located primarily in the West Coast of the United States. The Company ~~is a self-administered and self-managed REIT that~~ owns all of its interests in its real ~~properties~~estate investments, directly or indirectly, through the Operating Partnership. The ~~Our investment~~Company ~~strategy~~is ~~has~~the ~~two~~sole ~~components:~~general ~~constant~~partner ~~monitoring~~ of ~~existing markets, and evaluation of new markets to identify areas with~~ the ~~characteristics~~Operating ~~that underlie~~Partnership ~~rental~~and, ~~growth.~~as ~~Our~~of ~~strong~~March ~~financial condition supports our investment strategy by enhancing our ability to quickly shift our acquisition~~31, ~~development~~2013, ~~and~~ ~~disposition~~had ~~activities~~an toapproximately ~~markets~~94.5% ~~that~~general ~~will~~partner ~~optimize~~interest in the ~~performance~~Operating ~~of the portfolio~~Partnership.

As The Operating Partnership’s investment strategy has two components: constant monitoring of ~~March~~ ~~31,~~existing ~~2007~~markets, weand ~~had~~evaluation ~~ownership~~of ~~interests~~new markets in ~~131~~the ~~apartment~~Operating ~~communities~~Partnership’s current three geographical regions to identify areas with the characteristics that underlie rental growth. The Operating Partnership’s strong financial condition supports its investment strategy by enhancing its ability to quickly shift the Operating Partnership’s acquisition, ~~comprising~~ 27development,~~087~~ ~~apartment~~and ~~units.~~disposition ~~Our~~activities ~~apartment~~to ~~communities~~markets ~~are~~that ~~located~~will in optimize the ~~following~~ ~~major~~performance ~~West~~of ~~Coast~~the ~~regions:~~portfolio.

~~Southern California (Ventura, Los Angeles, Santa Barbara, Orange, Riverside and San Diego counties)~~20

Index

As of March 31, 2013, the Operating Partnership had ownership interests in 166 apartment communities, comprising 34,343 apartment units, excluding the Operating Partnership’s ownership in preferred equity interest co-investments, and the Operating Partnership also had ownership interests in five commercial buildings with approximately 315,900 square feet. The Operating Partnership’s apartment communities are located in the following major West Coast regions:

Southern California (Los Angeles, Orange, Riverside, San Diego, Santa Barbara, and Ventura counties)

Northern California (the San Francisco Bay Area)

Seattle Metro (Seattle metropolitan area)

~~Other Regions (Portland~~As ~~metropolitan~~of ~~area~~March 31, 2013, the Operating Partnership’s development pipeline was comprised of two consolidated projects under development, six unconsolidated joint venture projects under development, two consolidated predevelopment projects, and ~~Houston~~one unconsolidated joint venture predevelopment projects, ~~Texas)~~all aggregating 2,669 units, with total incurred costs of $528.7 million, and estimated remaining project costs of approximately $397.4 million for total estimated project costs of $926.1 million.

As of March 31, 2007, we also had ownership interests in three office buildings (with approximately 166,340 square feet), two recreational vehicle parks (comprising 338 spaces) and one manufactured housing community (containing 157 sites).

As of March 31, 2007, our consolidated development pipeline was comprised of two development projects, eight predevelopment projects, and three Taxable REIT Subsidiary (TRS) projects, aggregating 2,726 units, with total incurred costs of $152.2 million, and estimated remaining project costs of approximately $690.1 million for total estimated project costs of $842.3 million.

The Operating Partnership’s consolidated apartment communities are as follows:

	As of March 31, 2007		As of March 31, 2006
		As of March 31, 2013						As of March 31, 2012
	Apartment Homes	%	Apartment Homes	%
		Apartment Units			%			Apartment Units		%
Southern California	~~12,866~~	~~47%~~	13,~~555~~656	~~51%~~		46	%		12,941		47	%
Northern California	~~7,624~~	~~28%~~	69,~~557~~431	~~25%~~		32	%		8,206		30	%
Seattle Metro	~~5,420~~	~~20%~~	56,~~471~~720	~~20%~~		22	%		6,168		23	%
Other Regions	1,177	5%	1,177	4%
Total			29,807			100	%		27,315		100	%
Total	27,087	100%	26,760	100%

~~Comparison of~~Co-investments, ~~the~~including ~~Three~~Essex ~~Months~~Apartment ~~Ended~~Value ~~March~~Fund 31II, ~~2007~~L.P. to("Fund ~~the~~II"), ~~Three~~and ~~Months~~Wesco ~~Ended~~I, ~~March~~LLC 31("Wesco I") and Wesco III, ~~2006~~ LLC ("Wesco III") communities, and preferred equity interest co-investment communities are not included in the table presented above for both periods.

~~Our average~~Comparison ~~financial~~of ~~occupancies for~~ the ~~Operating~~Three ~~Partnership’s~~Months ~~stabilized apartment~~Ended ~~communities or “Quarterly Same-Properties” (properties consolidated by the Operating Partnership for the quarters ended~~ March 31, ~~2007~~2013 ~~and 2006) decreased 80 basis points~~ to ~~95.6%~~the asThree ofMonths Ended March 31, 2007 from 96.4% as of March 31, 2006 for the Quarterly Same-Properties. Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions. Total possible rental revenue represents the value of all apartment units, with occupied units valued at contractual rental rates pursuant to leases and vacant units valued at estimated market rents. We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to our calculation of financial occupancy.2012

16The Operating Partnership’s average financial occupancies for the Operating Partnership’s stabilized apartment communities or “Quarterly Same-Property” (stabilized properties consolidated by the Operating Partnership for the quarters ended March 31, 2013 and 2012) decreased 30 basis points to 96.6% as of March 31, 2013 from 96.9% as of March 31, 2012. Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions. Total possible rental revenue represents the value of all apartment units, with occupied units valued at contractual rental rates pursuant to leases and vacant units valued at estimated market rents. We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate.

Market rates are determined using a variety of factors such as effective rental rates at the property based on recently signed leases and asking rates for comparable properties in the market. The ~~regional~~ ~~breakdown~~recently signed effective rates at the property are used as the starting point in the determination of the market rates of vacant units. The Operating Partnership then increases or decreases these rates based on the supply and demand in the apartment community’s ~~Quarterly~~market. The ~~Same~~Operating Partnership will check the reasonableness of these rents based on its position within the market and compare the rents against the asking rents by comparable properties in the market. Financial occupancy may not completely reflect short-~~Property portfolio~~term ~~for~~trends in physical occupancy and financial occupancy ~~for~~rates ~~the~~as ~~quarter~~disclosed ~~ended~~by ~~March~~other 31REITs, ~~2007~~which ~~and 2006 is~~may asnot ~~follows:~~be comparable to the Operating Partnership’s calculation of financial occupancy.

	Three months ended
	March 31,
	2007	2006
Southern California	95.7%	96.4%
Northern California	95.4%	96.7%
Seattle Metro	95.9%	96.7%
Other Regions	94.9%	95.5%

The Operating Partnership does not take into account delinquency and concessions to calculate actual rent for occupied units and market rents for vacant units. The calculation of financial occupancy compares contractual rates for occupied units to estimated market rents for unoccupied units, thus the calculation compares the gross value of all apartment units excluding delinquency and concessions. For apartment communities that are development properties in lease-up without stabilized occupancy figures, the Operating Partnership believes the physical occupancy rate is the appropriate performance metric. While an apartment community is in the lease-up phase, the Operating Partnerships primary motivation is to stabilize the property which may entail the use of rent concessions and other incentives, and thus financial occupancy which is based on contractual revenue is not considered the best metric to quantify occupancy.

~~The following table illustrates a breakdown of these revenue amounts, including revenues attributable to the Quarterly Same-Properties.~~21

			Three Months Ended
	Number of		March 31,				Dollar	Percentage
	Properties		2007		2006		Change	Change
Property Revenues (dollars in thousands)
Same-Properties:
Southern California	54	$	45,801	$	43,178	$	2,623	6.1	%
Northern California	16		14,371		13,191		1,180	8.9
Seattle Metro	22		13,505		12,119		1,386	11.4
Other Regions	5		2,639		2,472		167	6.8
Total Same-Property revenues	97		76,316		70,960		5,356	7.5
Non-Same Property Revenues (1)			15,838		11,273		4,565	40.5
Total property revenues		$	92,154	$	82,233	$	9,921	12.1	%

Index

~~(1) Includes~~The ~~properties~~regional ~~acquired~~breakdown ~~after~~of ~~January~~the 1,Operating ~~2006,~~Partnership’s ~~eleven~~Quarterly ~~redevelopment communities,~~Same-Property ~~three~~portfolio ~~office~~for ~~buildings,~~financial ~~two~~occupancy ~~recreational~~for ~~vehicle~~the ~~parks,~~three ~~one development~~months ~~community~~ended March 31, 2013 and ~~one~~2012 ~~manufactured~~is ~~housing~~as ~~community.~~follows:

Quarterly Same-Property Revenues increased by $5.4 million or 7.5% to $76.3 million in the first quarter of 2007 from $71.0 million in the first quarter of 2006. The increase in the first quarter of 2007 was primarily attributable to an increase in scheduled rents of $6.0 million or 8.5% compared to the first quarter of 2006. Average rental rates for Quarterly Same-Property communities were $1,262 per unit in the first quarter of 2007 compared to $1,164 per unit in the first quarter of 2006. The decline in occupancy quarter over quarter decreased revenues by $0.8 million. Delinquency, rent concessions, and other income were consistent between quarters.

	Three months ended
	March 31,
	2013			2012
Southern California		96.6	%		96.7	%
Northern California		96.8	%		97.3	%
Seattle Metro		96.6	%		96.8	%

~~Quarterly Non-Same~~The ~~Property~~following ~~Revenues increased~~table byprovides ~~$4.6~~a ~~million~~breakdown ~~or 40.5% to $15.8 million in the first quarter~~ of ~~2007 from~~ ~~$11.3~~revenue ~~million~~amounts, inincluding ~~the~~revenues ~~first~~attributable ~~quarter of 2006. The increase was primarily due~~ to ~~five~~the ~~properties~~Quarterly ~~acquired~~Same-Property ~~since January 1, 2006 and eleven properties that are in redevelopment.~~portfolio:

Total Expenses increased $4.4 million or 6.0% to $77.5 million in the first quarter of 2007 from $73.1 million in the first quarter of 2006. Property operating expenses increased by $2 million or 6.9% for the quarter, which is primarily due to the acquisition of five new properties and annual increases in salaries and real estate taxes. Depreciation expense increased by $2.4 million or 12.2% for the first quarter 2007, due to the acquisition of new properties and capitalization of approximately $55 million of additions to real estate during 2006. General and administrative costs increased $1.2 million primarily due to an increase in employees working on Fund II development and redevelopment projects that can not be capitalized for approximately $0.3 million, an increase in abandoned projects of $0.2 million, an increase in equity based compensation expense of $0.2 million, a 5% increase in total employees, and annual increases in salaries.

			Three Months Ended
	Number of		March 31,				Dollar		Percentage
	Properties		2013		2012		Change		Change
Property Revenues (dollars in thousands)
Quarterly Same-Property:
Southern California		61	$	60,989	$	58,560	$	2,429		4.1	%
Northern California		35		44,537		41,336		3,201		7.7
Seattle Metro		30		23,045		21,566		1,479		6.9
Total Quarterly Same-Property revenues		126		128,571		121,462		7,109		5.9
Quarterly Non-Same Property Revenues (1)				17,823		4,012		13,811		344.2
Total property revenues			$	146,394	$	125,474	$	20,920		16.7	%

~~Other expenses of $~~(1~~.0 million~~) ~~for~~Includes ~~the~~twelve ~~first~~communities ~~quarter~~acquired ofafter ~~2006~~January ~~related~~1, to2012, ~~pursuit~~one ~~costs~~redevelopment ~~during~~community ~~the Operating~~and ~~Partnership’s~~one ~~attempt~~commercial ~~to acquire the Town & Country REIT~~building.

~~Equity income~~Quarterly ~~(loss) in co~~Same-~~investments~~Property Revenues increased by $27.41 million ~~during~~or 5.9% to $128.6 million in the first quarter ~~ended~~of ~~2007~~2013 ~~due~~from ~~primarily~~$121.5 tomillion in the ~~partial sale~~first quarter of ~~the~~2012. The ~~Operating~~increase ~~Partnership’s~~was ~~interest~~primarily attributable to an increase in ~~Mountain~~scheduled ~~Vista,~~rents ~~LLC~~of ~~joint venture~~$7.2 ~~recorded~~million as areflected ~~gain~~in ~~for~~an increase of 6.7% in average rental rates from $21,425 ~~million~~per ~~which~~unit isin ~~included~~the first quarter of 2012 to $1,520 per unit in ~~equity~~the ~~income (loss)~~first quarter of 2013. Scheduled rents increased by 4.0%, 8.3%, and 7.8% in ~~co-investments~~Southern California, Northern California, and Seattle Metro, respectively. Quarterly ~~The~~Same-Property ~~Operating~~financial ~~Partnership~~occupancy ~~recorded~~decreased a30 ~~net~~basis ~~loss~~points ~~on its investment~~from inthe ~~Fund~~first IIquarter of 2012 which offset the increase in Quarterly Same-Property Revenues by $0.46 million. On ina sequential basis the ~~first~~Operating Partnership experienced Quarterly Same-Property revenue growth from the fourth quarter of ~~2006~~2012 ~~compared~~ to ~~a loss~~the first quarter of 2013 of $0.1.3 million or 1.1%, resulting from sequential revenue growth in all three regions mainly driven by a 0.8% increase in scheduled rents and a 50 basis point increase in occupancy compared to the ~~first~~fourth quarter of ~~2007~~2012.

~~Income from~~Quarterly ~~discontinued~~Non-Same ~~operations for~~Property Revenues increased by $13.8 million or 344% to $17.8 million in the first quarter of ~~2007~~2013 ~~includes~~from $4.0 million in the ~~sale~~first quarter of ~~the~~2012. The ~~City~~increase ~~Heights~~was ~~joint~~primarily ~~venture property~~due ~~for~~to arevenue ~~gain~~generated offrom ~~$13.7~~twelve ~~million~~communities acquired or consolidated since January 1, ~~net~~2012 of(Reed ~~minority~~Square, ~~interest~~Essex Skyline at MacArthur Place, ~~and~~Park ~~$10.3 million~~Catalina, inThe ~~fees~~Huntington, ~~from~~Montebello, ~~the~~Park ~~City~~West, ~~Heights~~Domaine, ~~joint~~Ascent, ~~venture~~Willow Lake, Bennett Lofts, Annaliese and Fox Plaza ).

17Management and Other Fees increased by $0.5 million in the first quarter of 2013 as compared to the first quarter of 2012. The increase is primarily due to the asset and property management fees earned from Wesco I and III co-investments formed during 2012, and development fees earned from the joint ventures to develop Epic, Expo, Connolly Station, Elkhorn, Mosso I. and II., The Huxley, The Dylan, and The Village. The increase in management fees was offset by a reduction of $0.4 million in asset and property management fees from the sale of seven Fund II communities in 2012. The remaining seven communities owned by Fund II are expected to be sold by the end of the third quarter of 2013.

~~partner~~Property operating expenses, ~~and~~ ~~the~~excluding ~~gain~~real onestate ~~sale~~taxes ofincreased 13$3.9 ~~Peregrine~~million ~~Point~~or ~~condominiums~~13.4% ~~for~~to $032.6 million in the first quarter of 2013 from $28.8 ~~During~~ million in the first quarter of ~~2006~~2012, ~~income~~primarily ~~from~~due ~~discontinued~~to ~~operations~~the ~~included~~acquisition ~~a gain~~ of $3twelve communities. Quarterly Same-Property operating expenses excluding real estate taxes, increased by $1.3 million onor 4.7% for the ~~sales~~first quarter of ~~Vista~~2013 ~~Capri~~compared ~~East~~to the first quarter of 2012, ~~Casa~~due ~~Tierra~~to a $0.6 million increase in repairs and maintenance expense, and ~~Diamond Valley~~a ~~properties~~$0.5 million increase in salaries and administration costs.

~~Liquidity and Capital Resources~~22

~~Standard and Poor's rating has issued a corporate credit rating of BBB/Stable for Essex Portfolio L.P. and Essex Property Trust, Inc.~~Index

~~At March 31,~~Real ~~2007,~~Estate ~~the~~taxes ~~Operating~~increased ~~Partnership~~by ~~had~~ $152.07 million ofor ~~unrestricted cash and cash equivalents~~24.0% Wefor ~~believe~~the ~~that~~first ~~cash~~quarter ~~flows~~of ~~generated~~2013 bycompared ~~our~~to ~~operations, existing~~the ~~cash~~first ~~balances,~~quarter ~~availability under existing lines~~ of ~~credit~~2012, ~~access to capital~~due ~~markets~~primarily ~~and~~to the ~~ability~~acquisition toof ~~generate~~twelve ~~cash~~communities. Quarterly ~~gains~~Same-Property ~~from the disposition of~~ real estate ~~are~~taxes ~~sufficient~~increased toby ~~meet~~$0.8 ~~all~~million ofor ~~our~~7.0% ~~reasonably~~for ~~anticipated~~first ~~cash~~quarter ~~needs during~~of ~~2007.~~2013 ~~The~~compared ~~timing,~~to ~~source~~the ~~and~~first ~~amounts~~quarter of ~~cash~~2012 ~~flows~~due ~~provided~~to by$0.5 ~~financing activities~~million ~~and~~or ~~used~~a 25% increase in ~~investing~~property ~~activities~~taxes ~~are~~for ~~sensitive~~the toSeattle ~~changes~~Metro indue ~~interest rates~~to ~~and~~higher ~~other~~assessed ~~fluctuations~~values infor ~~the~~2013, ~~capital~~and ~~markets~~an ~~environment,~~increase ~~which~~of ~~can affect~~2% ~~our~~in ~~plans~~property taxes for ~~acquisitions,~~the ~~dispositions,~~majority ~~development~~of ~~and~~the ~~redevelopment activities~~properties located in California.

~~The Operating~~Depreciation ~~Partnership~~expense ~~had~~increased aby $~~200~~6.4 million ~~unsecured~~or ~~line~~15.7% offor ~~credit~~the ~~and,~~first asquarter of ~~March~~ ~~31,~~2013 ~~2007,~~compared ~~there~~to ~~was $58.4 million outstanding balance on~~ the ~~line.~~first ~~This facility~~quarter ~~matures~~of ~~in March 2009~~2012, ~~with~~due anto ~~option~~the ~~for~~acquisition aof ~~one-year~~twelve ~~extension~~communities. Also, ~~The underlying~~the ~~interest~~increase ~~rate on this line~~ is ~~based~~due ~~on a tiered rate structure tied~~ to ~~our~~the ~~corporate~~capitalization ~~ratings and is currently LIBOR plus 0.8% which yielded an average interest rate~~ of ~~6.2%.~~approximately ~~We also have a~~ $~~100~~14.1 million ~~credit~~in ~~facility from Freddie~~additions ~~Mac,~~to ~~which~~rental isproperties ~~secured~~through ~~by eight of~~ the ~~Operating~~first ~~Partnership's~~quarter ~~apartment communities. As~~ of ~~March 31~~2013, ~~2007,~~including ~~we had a~~ $~~100~~6.6 million ~~outstanding~~spent ~~under this line~~on ~~of credit~~redevelopment, and ~~which~~the ~~bears~~capitalization ~~an average interest rate~~ of 5approximately $97.8%9 ~~and~~million ~~matures~~ in ~~January~~ ~~2009.~~additions ~~The~~to ~~underlying~~rental ~~interest~~properties ~~rate~~in on2012, ~~this~~including ~~line is between 55 and 59 basis points over the Freddie Mac Reference Rate~~$40.2 ~~Fund II has a credit facility aggregating $56~~ million. ~~This~~spent ~~line bears interest at LIBOR plus 0.875%, and matures~~ on ~~June 30~~redevelopment, ~~2007~~$13.7 ~~During~~million ~~the~~spent ~~first~~on ~~quarter~~improvement ofto ~~2007,~~recent ~~the Company filed a new shelf registration statement with the SEC~~acquisitions, ~~allowing the Company to sell an undetermined number or amount of certain equity~~ and ~~debt~~$7.7 ~~securities~~million asspent ~~defined in~~on ~~the~~revenue ~~prospectus.~~generating capital expenditures

~~During March~~General ~~2007,~~and ~~the~~administrative ~~Operating~~expense ~~Partnership~~increased ~~entered into an unsecured revolving line of credit for~~ $101.2 million ~~with~~or ~~a commercial bank~~22.7% Atfor ~~March~~first ~~31,~~quarter ~~2007~~of ~~there~~2013 ~~was no balance~~compared onto the ~~revolving~~first ~~line~~quarter of ~~credit~~2012 ~~and~~primarily ~~any~~due ~~future~~to ~~borrowings~~an ~~will~~increase beof ~~due at maturity~~acquisitions incost ~~March~~of ~~2008~~$0. ~~Borrowing~~2 ~~under~~million ~~this~~compared ~~revolving~~to ~~line~~the offirst ~~credit~~quarter ~~bear an~~of ~~interest~~2012, ~~rate~~annual atcompensation ~~the~~adjustments ~~bank’s~~for ~~Prime~~merit, ~~Rate~~investments ~~less~~in ~~2.0%~~technology, and ~~will~~ the ~~line~~cost ~~will~~of ~~be used~~hiring toadditional ~~fund short-term working capital needs~~staff.

~~The Company~~Interest ~~may~~and ~~from~~other ~~time~~income increased by $2.6 million for the first quarter of 2013 compared to ~~time~~2012 ~~sell~~primarily ~~shares~~due to a gain of ~~common~~$1.8 ~~stock~~million ~~into~~from the ~~existing trading~~sale ~~market~~of atmarketable ~~current~~securities, ~~market~~and ~~prices~~$0.8 ~~through~~million ~~its~~earned ~~Controlled~~from ~~Equity~~the ~~Offering program.~~change ~~During~~in estimate for the ~~first~~discount related ~~quarter~~to ofthe ~~2007,~~Reserve noLofts ~~shares~~notes ~~were~~receivable ~~sold~~that ~~under~~was ~~this program~~repaid during the first quarter of 2013.

~~On May~~Equity ~~3, 2007,~~income ~~the~~in ~~Company~~co-investments ~~sold~~increased $1~~,500,000~~.9 ~~shares~~million in the first quarter of ~~its~~2013 ~~common~~to ~~stock~~$4.2 ~~for~~million ~~proceeds~~compared to $2.4 million in the first quarter of 2012 primarily due to two new preferred equity investments made in third quarter of 2012 and the first quarter of 2013 totaling $~~191~~0.96 million in equity income, ~~net~~$0.4 million earned from the redemption of ~~underwriter~~two ~~fees~~preferred equity investments in the first quarter of 2013, and ~~expenses~~income earned from four communities acquired by the Wesco joint ventures in the second half of 2012. The ~~Operating Partnership~~increases ~~will~~in ~~use~~equity income in the ~~net~~first ~~proceeds~~quarter ~~from~~of 2013 were offset by the ~~common~~sale ~~stock~~of ~~sales~~seven tocommunities ~~pay~~owned ~~down outstanding~~by ~~borrowings~~Fund ~~under~~II in the ~~Operating~~second ~~Partnership’s~~half ~~lines~~ of ~~credit~~2012, ~~to fund~~and ~~real~~the ~~estate~~acquisition ~~investments~~of ~~and~~the Essex Skyline community in the second quarter of 2012 which was accounted for ~~general~~on ~~corporate~~the ~~purposes~~equity method for the first quarter for 2012.

~~The Company sold~~Income ~~5,980,000~~from ~~shares~~discontinued ofoperations ~~4.875% Series G Cumulative Convertible Preferred Stock~~ for ~~gross proceeds of $149.5 million during~~ the ~~third~~first quarter of ~~2006.~~2013 ~~Holders may convert Series G Preferred Stock into shares of the Company’s common stock subject to certain conditions. The conversion rate~~ was ~~initially .1830 shares of common stock per the~~ $250 ~~share~~as ~~liquidation~~compared ~~preference, which is equivalent~~ to ~~an initial~~income ~~conversion price~~ of ~~approximately~~ $~~136~~10.620 ~~per~~million ~~share~~in ~~of common stock (~~the ~~conversion~~ ~~rate~~first ~~will~~quarter ~~be subject to adjustment upon the occurrence~~ of ~~specified events).~~2012 ~~The~~that ~~conversion~~included ~~rate~~a isgain ~~currently .1831 shares~~ of ~~common stock per~~ $~~25 per share liquidation preference~~9.8 Onmillion orfrom ~~after July 31, 2011,~~ the ~~Company~~sale ~~may, under certain circumstances, cause some or all~~ of ~~the~~Tierra ~~Series~~del GSol/Norte ~~Preferred~~and ~~Stock to~~Alpine beCountry, ~~converted~~net ~~into shares~~ of ~~common~~internal ~~stock~~disposition ~~at the then prevailing conversion rate~~costs.

~~The Operating~~Liquidity Partnership has $225 million of outstanding exchangeable senior notes (the “Notes”) with a coupon of 3.625% due 2025. The Notes are senior unsecured obligations of the Operating Partnership, and are fully and unconditionally guaranteed by the Company. On or after November 1, 2020, the Notes will be exchangeable at the option of the holder into cash and, in certain circumstances at Essex’s option, shares of the Company’s common stock at an initial exchange price of $103.25 per share subject to certain adjustments. The Notes will also be exchangeable prior to November 1, 2020, but only upon the occurrence of certain specified events. On or after November 4, 2010, the Operating Partnership may redeem all or a portion of the Notes at a redemption price equal to the principal amount plus accrued and unpaid interest (including additional interest, if any). Note holders may require the Operating Partnership to repurchase all or a portion of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest (including additional interest, if any) on the Notes on November 1, 2010, November 1, 2015 and November 1, 2020.Capital

18Fitch Ratings ("Fitch"), Moody’s Investor Service, and Standard and Poor's (“S&P”) credit agencies rate Essex Property Trust, Inc. and Essex Portfolio, L.P. BBB+/Stable, Baa2/Stable, and BBB/Stable, respectively.

As of March 31, ~~2007~~2013, ~~our~~the ~~mortgage~~Operating ~~notes~~Partnership had ~~payable totaled~~ $130.18 ~~billion~~million ~~which consisted~~ of unrestricted cash and cash equivalents and $~~903~~80.4 million in ~~fixed~~marketable ~~rate~~securities, ~~debt~~of ~~with~~which ~~interest~~$27.0 ~~rates~~million ~~varying~~were ~~from~~held 4available for sale.~~25% to 8.19%~~ We believe that cash flows generated by our operations, existing cash, cash equivalents, and ~~maturity~~marketable ~~dates~~securities ~~ranging~~balances, ~~from~~availability ~~2007~~under existing lines of credit, access to ~~2017~~capital markets and ~~$189.1~~the ~~million~~ability ~~of tax-exempt~~to ~~variable~~generate ~~rate~~cash ~~demand~~from ~~bonds~~the ~~with~~disposition aof ~~weighted~~real ~~average~~estate ~~interest~~are ~~rate~~ sufficient to meet all of ~~4.8%.~~ our reasonably anticipated cash needs during the next twelve months. The ~~tax-exempt~~timing, ~~variable~~source ~~rate~~and ~~demand~~amounts ~~bonds~~of ~~have~~cash ~~maturity~~flows ~~dates~~provided ~~ranging from 2020~~by tofinancing ~~2039,~~activities and used in investing activities are ~~subject~~sensitive to changes in interest ~~rate~~rates ~~caps~~and other fluctuations in the capital markets environment, which can affect our plans for acquisitions, dispositions, development and redevelopment activities.

The ~~Company~~ ~~pays~~Operating ~~quarterly~~Partnership ~~dividends~~has ~~from~~two ~~cash~~lines ~~available~~of ~~for~~unsecured ~~distribution~~credit aggregating $625.0 ~~Until it is~~million. As ~~distributed~~of March 31, ~~cash~~2013 ~~available~~there ~~for~~was ~~distribution~~a $102.3 million outstanding balance on the $600 million unsecured line. The underlying interest rate on the $600 million line is ~~invested~~based byon a tiered rate structure tied to the Operating Partnership’s ~~primarily~~credit ratings on the credit facility and the rate was LIBOR + 1.075% as of March 31, 2013. This facility matures in ~~short-term~~December ~~investment~~2015 ~~grade~~with ~~securities~~two orone-year isextensions, ~~used~~ exercisable by the Operating Partnership. The toOperating ~~reduce~~Partnership ~~balances~~has ~~outstanding~~a ~~under~~working ~~its~~capital unsecured line of credit agreement for $25.0 million. This facility matures in January 2014, with a one year extension option. As of March 31, 2013 there was no balance outstanding on this unsecured line. The underlying interest rate on the $25.0 million line is based on a tiered rate structure tied to Fitch and S&P ratings on the credit facility of LIBOR plus 1.075%.

Index

On March 29, 2013, the Company entered into equity distribution agreements with Cantor Fitzgerald & Co, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Liquidnet, Inc., Mitsubishi UFJ Securities (USA), Inc., and Citigroup Global Markets Inc., which superseded the equity distribution agreements entered into in March 2012 with Cantor Fitzgerald & Co, KeyBanc Capital Markets Inc., Barclays Capital Inc., BMO Capital Markets Corp., Liquidnet, Inc., Mitsubishi UFJ Securities (USA), Inc., and Citigroup Global Markets Inc. During the first quarter of 2013, the Company sold 817,445 shares of common stock for $122.9 million, net of commissions, at an average per share price of $151.82, and the Company contributed such net proceeds to the Operating Partnership for an equal number of common units in the Operating Partnership. Under this program, the Company may from time to time sell shares of common stock into the existing trading market at current market prices, and the Operating Partnership anticipates using the net proceeds to potentially acquire, develop, or redevelop properties, which primarily will be apartment communities, to make other investments and for working capital or general corporate purposes, which may include the repayment of indebtedness. As of May 7, 2013, the Company may sell an additional 5,000,000 shares under the current equity distribution program.

During March 2013, the Company and the Operating Partnership filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number or amount of certain equity and debt securities as defined in the prospectus. Under the shelf registration, the Operating Partnership may offer debt securities guaranteed by the Company. The debt securities may be non-convertible or convertible into or exercisable or exchangeable for securities of the Company or the Operating Partnership.

During April 2013, the Operating Partnership issued $300 million of senior unsecured bonds due May 1, 2023 with a coupon rate of 3.25% per annum. The interest is payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2013 until the maturity date of May 1, 2023. The Operating Partnership used the net proceeds of this offering to repay indebtedness under the Operating Partnership’s $600 million unsecured line of credit facility and for other general corporate and working capital purposes.

As of March 31, 2013, the Operating Partnership’s mortgage notes payable totaled $1.6 billion which consisted of $1.4 billion in fixed rate debt with interest rates varying from 4.3% to 6.4% and maturity dates ranging from 2013 to 2021 and $201.6 million of variable rate debt with a weighted average interest rate of 1.6% ($201.6 million of the variable debt is tax-exempt variable rate demand notes). The tax-exempt variable rate demand notes have maturity dates ranging from 2013 to 2039, and $187.4 million are subject to interest rate caps.

The Company pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Operating Partnership primarily in investment grade securities held available for sale or is used by the Operating Partnership to reduce balances outstanding under its line of credit.

The Operating Partnership has benefited from borrowing from Fannie Mae and Freddie Mac, and there are no assurances that these entities will lend to the Operating Partnership in the future. To the extent that the Operating Partnership’s access to capital and credit is at a higher cost than the Operating Partnership has experienced in recent years (reflected in higher interest rates for debt financing or a lower stock price for equity financing) the Operating Partnership’s ability to make acquisitions, develop communities, obtain new financing, and refinance existing borrowing at competitive rates could be adversely impacted. For the past two years the Operating Partnership has primarily issued unsecured debt and repaid secured debt when it has matured to place less reliance on mortgage debt financing, and to unencumber more of the Operating Partnership 's communities.

Derivative Activity

~~As of March~~The ~~31, 2007 the~~ Operating Partnership ~~had~~uses ~~entered into ten forward-starting~~ interest rate swaps ~~totaling~~and ainterest ~~notional~~rate ~~amount~~cap ofcontracts ~~$500~~to ~~million~~manage ~~with~~certain interest ~~rates~~ ~~ranging~~rate ~~from 4~~risks.9% toThe ~~5.9%~~valuation ~~and~~of ~~settlements~~these ~~dates~~instruments ~~ranging~~is ~~from~~determined ~~April~~using ~~2007 to October~~widely ~~2011.~~accepted ~~These~~valuation ~~derivatives~~techniques ~~qualify~~including ~~for~~discounted ~~hedge~~cash ~~accounting~~flow ~~and~~analysis ~~will economically~~on ~~hedge~~ the expected cash flows ~~associated~~of ~~with~~each derivative. This analysis reflects the ~~refinancing~~contractual terms of ~~debt~~the ~~that matures~~derivatives, ~~between~~including ~~April~~the ~~2007~~period to maturity, and ~~October~~uses ~~2011~~observable market-based inputs, including interest rate curves. The fair ~~value~~values of ~~the~~interest ~~derivatives increased~~rate ~~$2.5~~swaps ~~million~~are ~~during~~determined using the ~~quarter~~market ~~ended~~standard ~~March~~methodology ~~31,~~of ~~2007~~netting tothe ~~$0.3~~discounted ~~million as~~future offixed ~~March~~cash ~~31,~~receipts ~~2007,~~(or payments) and the ~~derivative~~discounted ~~asset~~expected ~~was~~variable ~~recorded~~cash inpayments ~~prepaid~~(or ~~and other assets~~receipts). inThe ~~the~~variable ~~Operating~~cash ~~Partnership’s~~payments ~~consolidated~~(or ~~financial~~receipts) ~~statements.~~are ~~The changes~~based inon ~~the~~an ~~fair~~expectation ~~values~~ of ~~the~~future ~~derivatives~~interest ~~are~~rates ~~reflected~~(forward incurves) ~~accumulated other comprehensive~~derived ~~income~~from ~~(loss)~~observable inmarket ~~the~~interest rate curves. The Operating Partnership’s ~~consolidated financial~~incorporates ~~statements.~~credit Novaluation ~~hedge~~adjustments ~~ineffectiveness~~to onappropriately ~~cash~~reflect ~~flow~~both ~~hedges~~its ~~was recognized~~own ~~during~~nonperformance risk and the ~~quarter~~respective ~~ended~~counterparty’s ~~March~~nonperformance ~~31,~~risk ~~2007~~in ~~and~~the ~~2006~~fair value measurements.

~~During April~~The ~~2007, the~~ Operating Partnership ~~refinanced~~has aentered ~~mortgage~~into ~~loan~~interest ~~for~~rate ~~$35.7 million~~swap ~~secured~~contracts bywith ~~the~~an ~~Tierra~~aggregate ~~Vista~~notional ~~property in the~~ amount of $~~62.5~~300 million~~, with~~ athat effectively fixed the interest rate ofon ~~5.47%,~~$300 ~~which~~million ~~matures~~of ~~in April 2017. In conjunction with this transaction~~ the ~~Operating Partnership settled its first~~ $50350 million ~~forward-starting~~ ~~swap~~unsecured ~~and~~term ~~received~~loan ~~$1.3~~at ~~million from the counterparty~~2.6%. These ~~The settlement~~derivatives ofqualify ~~the~~for ~~swap~~hedge ~~was deemed effective and reduces the interest rate on the new Tierra Vista mortgage loan to 5~~accounting.~~19%.~~

As of March 31, 2013 the Operating Partnership also had twelve interest rate cap contracts totaling a notional amount of $187.8 million that qualify for hedge accounting as they effectively limit the Operating Partnership’s exposure to interest rate risk by providing a ceiling on the underlying variable interest rate for $201.6 million of the Operating Partnership’s tax exempt variable rate debt.

Index

As of March 31, 2013 and December 31, 2012 the aggregate carrying value of the interest rate swap contracts was a liability of $6.1 million and $6.6 million, respectively. The aggregate carrying value of the interest rate cap contracts was zero on the balance sheet as of March 31, 2013 and December 31, 2012, respectively.

Development and Predevelopment Pipeline

The Operating Partnership defines development activities as new properties that are being constructed, or are newly constructed and, in the case of development communities, are in a phase of lease-up and have not yet reached stabilized ~~operations;~~ ~~or, in the case of TRS development projects, have not yet been sold~~operations. As of March 31, ~~2007~~2013, ~~excluding~~the ~~development~~Operating ~~projects~~Partnership ~~owned~~had bytwo ~~Fund~~consolidated IIdevelopment projects, ~~the Operating~~and ~~Partnership~~six ~~had~~unconsolidated ~~two~~joint venture development projects ~~comprised~~aggregating of2,220 ~~513~~ units for an estimated cost of $~~167~~861.38 million, of which $~~115~~397.4 million remains to be expended.

The Operating Partnership ~~defines~~had ~~the~~two predevelopment ~~pipeline~~projects asand ~~new~~one ~~properties in negotiation~~unconsolidated orjoint inventure ~~the~~predevelopment ~~entitlement~~projects ~~process~~aggregating 449 units with aan ~~high~~aggregate ~~likelihood~~carrying value of ~~becoming development activities~~$64.3 Asmillion as of March 31, ~~2007,~~2013. The ~~the~~ Operating Partnership ~~had development~~expects ~~communities~~to ~~aggregating~~fund ~~2,136~~the ~~units~~development ~~that~~and ~~were classified as~~ predevelopment ~~projects.~~pipeline ~~The~~by ~~estimated~~using ~~total~~a ~~cost~~combination of ~~the~~some ~~predevelopment~~or ~~pipeline at~~all ~~March~~of ~~31,~~the ~~2007~~following issources: ~~$646.0~~its ~~million~~working capital, ofamounts ~~which~~available ~~$554.0~~on ~~million~~its ~~remains~~lines toof ~~be expended.~~credit, ~~The~~net ~~Operating~~proceeds ~~Partnership~~from ~~had~~the ~~other~~Company’s ~~development~~public ~~projects~~equity ~~owned~~issuances ~~by TRS entities~~and ~~that~~the ~~are~~Operating ~~under~~Partnership’s ~~development~~public ~~aggregating~~and 77private ~~units~~debt ~~as of March 31~~issuances, ~~2007. The~~and ~~estimated~~proceeds ~~total~~from ~~cost of~~ the ~~other~~disposition ~~development~~of ~~projects at March 31~~properties, ~~2007 is $29.0~~if ~~million, of which $20~~any.~~7 million remains to be expended.~~

The Operating Partnership expects to fund the development pipeline by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of properties, if any.

Redevelopment

The Operating Partnership defines redevelopment activities as existing properties owned or recently acquired, which have been targeted for additional investment by the Operating Partnership with the expectation of increased financial returns through property improvement. The Operating Partnership’s redevelopment strategy strives to improve the financial and physical aspects of the Operating Partnership’s redevelopment apartment communities and to target at least a 10 percent return on the incremental renovation investment. Many of the Operating Partnership’s properties are older and in excellent neighborhoods, providing lower density with large floor plans that represent attractive redevelopment opportunities. During redevelopment, apartment units may not be available for rent and, as a result, may have less than stabilized operations. As of March 31, 2007, the Operating Partnership had thirteen major redevelopment communities aggregating 3,903 apartment units with estimated redevelopment costs of $106.9 million, of which approximately $62.5 million remains to be expended. These amounts exclude redevelopment projects owned by Fund II.

Alternative Capital Sources

Fund II has eight institutional investors, ~~including~~and the Operating Partnership, with combined partner equity ~~commitments~~contributions of $265.9 million. The Operating Partnership ~~has~~ ~~committed~~contributed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner., and the Operating Partnership uses the equity method of accounting for its investment in Fund II. Fund ~~utilizes~~II utilized leverage equal to approximately 6055% ofupon the ~~estimated~~initial ~~value~~acquisition of the underlying real estate. Fund II invested in apartment communities in the Operating Partnership’s targeted West Coast markets and, as of ~~March~~December 31, ~~2007~~2012, owned 11seven apartment communities ~~and three development projects~~. The Operating Partnership records revenue for its asset management, property management, development and redevelopment services when earned, and promote income when realized if Fund II exceeds certain financial return benchmarks. Seven communities were sold during 2012 from Fund II, and the Operating Partnership has begun the sale of the remaining seven communities within the Essex Apartment. The Operating Partnership has exercised its one-year extension which provides for the option to extend Fund II to September 2014.

~~Contractual Obligations~~Wesco I is a 50/50 programmatic joint venture with an institutional partner formed in 2011 for a total equity commitment of $300.0 million. Each partner’s equity commitment is $150.0 million. Wesco I will utilize debt as leverage equal to approximately 50% of the underlying real estate. The Operating Partnership has contributed $150.0 million to Wesco I, and ~~Commercial~~as ~~Commitments~~of March 31, 2013, Wesco I owned nine apartment communities with 2,713 units with an aggregate carrying value of $661.2 million.

~~The following~~Wesco ~~table~~III ~~summarizes~~is ~~the~~a ~~maturation~~50/50 orprogrammatic ~~due~~joint ~~dates~~venture with an institutional partner formed in 2012 for a total equity commitment of ~~our~~$120.0 ~~contractual obligations~~million. ~~and~~Each ~~other~~partner’s ~~commitments~~commitment atis ~~March~~$60.0 ~~31,~~million. ~~2007~~Wesco III will utilize debt as leverage equal to approximately 50% of the underlying real estate. The Operating Partnership has contributed $10.0 million to Wesco III, and provided a $26.0 million short term bridge loan to Wesco III at a rate of LIBOR + 2.5% in the ~~effect~~fourth ~~these obligations~~quarter ~~could~~of ~~have~~2012 onthat ~~our~~was ~~liquidity~~repaid ~~and~~by ~~cash~~Wesco ~~flow~~III in ~~future periods:~~the first quarter of 2013. Wesco III owned one apartment community with 264 units for a purchase price of $45.6 million.

				2008 and		2010 and
(In thousands)		2007		2009		2011		Thereafter		Total
Mortgage notes payable	$	68,662	$	137,631	$	311,278	$	574,836	$	1,092,407
Exchangeable bonds		-		-		-		225,000		225,000
Lines of credit		-		-		158,374		-		158,374
Interest on indebtedness		56,471		97,003		51,554		188,514		393,542
Development commitments		59,600		57,500		-		-		117,100
Redevelopment commitments		37,315		25,149		-		-		62,464
Essex Apartment Value Fund II, L.P.
capital commitment		11,107		8,397		-		-		19,504
	$	233,155	$	325,680	$	521,206	$	988,350	$	2,068,391

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles requires the Operating Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. WeThe ~~define~~Operating Partnership defines critical accounting policies as those accounting policies that require ~~our~~the Operating Partnership’s management to exercise their most difficult, subjective and complex judgments. ~~Our~~The Operating Partnership’s critical accounting policies and estimates relate principally to the following key areas: (i) consolidation under applicable accounting standards offor ~~various~~ entities that are not wholly owned; (ii) assessing the carrying values of our real estate properties and investments in and advances to joint ventures and affiliates; and (iii) internal cost capitalization~~; and (iv) qualification as a REIT~~. The Operating Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates made by management.

The Operating Partnership’s critical accounting policies and estimates have not changed materially from information reported in Note 2, “Summary of Critical and Significant Accounting Policies,” in the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.25

Index

The Operating Partnership critical accounting policies and estimates have not changed materially from information reported in Note 2, “Summary of Critical and Significant Accounting Policies,” in the Operating Partnership’s 2012 Consolidated Financial Statements included in Amendment No. 1 on Form S-4 filed with the SEC on March 12,2013.

Forward Looking Statements

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Operating Partnership 's expectations, hopes, intentions, beliefs and strategies regarding the future. Forward looking statements include statements regarding the ~~anticipated~~Operating Partnership’s expectations as to the total projected costs ~~and~~ ~~investment returns~~ of ~~acquisition~~predevelopment, ~~redevelopment,~~development and ~~development~~predevelopment projects, the ~~anticipated~~Operating ~~timing~~Partnership’s reduced risk of ~~the~~loss ~~completion~~from ~~and~~mold ~~stabilization~~cases, ofbeliefs ~~development~~as ~~and redevelopment~~to ~~projects,~~our ~~the~~ability ~~size~~to ofmeet ~~predevelopment~~our ~~pipeline,~~cash ~~beliefs~~needs asduring to the ~~adequacy~~ ofnext ~~future~~twelve ~~cash~~months, ~~flows~~expectations as to ~~meet~~the ~~operating~~sources ~~requirements~~for ~~and~~funding tothe ~~provide for dividend~~Operating ~~payments~~Partnership’s indevelopment ~~accordance~~and ~~with~~redevelopment ~~REIT requirements~~pipeline, ~~future~~the ~~acquisitions,~~ timing and proceeds of the ~~anticipated~~ ~~performance~~sale of the Fund II, ~~the~~properties ~~anticipated~~and ~~performance~~statements ofregarding ~~existing properties,~~the ~~and~~Operating ~~future~~Partnership ~~issuance~~'s offinancing ~~debt~~activities.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, that the Operating Partnership will fail to achieve its business objectives, that the total projected costs of current predevelopment, development and redevelopment projects ~~will~~ exceed expectations, that such development and redevelopment projects will not be completed, that development and redevelopment projects and acquisitions will fail to meet expectations, that estimates of future income from an acquired property may prove to be inaccurate, that future cash flows will be inadequate to meet operating requirements, that there may be a downturn in the markets in which the Operating Partnership 's properties are located, that the terms of any refinancing may not be as favorable as the terms of existing indebtedness, and/ that mold lawsuits will be more costly than anticipated, as well as those risks, special considerations, and other factors referred to in “Risk Factors,” of the Operating Partnership's Amendment No. 1 on Form S-4 filed with the SEC on March 12, 2013, and those risk factors and special considerations set forth in the Operating Partnership's other filings with the SEC which may cause the actual results, performance or achievements of the Operating Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements are made as of the date hereof, and the Operating Partnership assumes no obligation to update this information.

20Net Operating Income (“NOI”)

~~will be insufficient~~Same-property tonet ~~provide~~operating ~~for~~income ~~dividend~~(“NOI”) is ~~payments~~considered inby ~~accordance~~management ~~with~~to ~~REIT requirements,~~be ~~that~~an ~~the~~important ~~Operating~~supplemental ~~Partnership's~~performance ~~partners~~measure to earnings from operations included in ~~Fund~~the IIOperating ~~fail~~Partnership’s ~~to fund capital~~consolidated ~~commitments~~statements asof ~~contractually~~operations. The ~~required,~~presentation ~~that~~of ~~there~~same-property ~~may~~NOI beassists awith ~~downturn in~~ the ~~markets~~ inpresentation ~~which~~of the Operating Partnership'’s ~~properties~~operations ~~are~~prior ~~located,~~to ~~that~~ the ~~terms~~ allocation of ~~any~~depreciation ~~refinancing~~and ~~may~~any ~~not~~corporate-level beor asfinancing-related ~~favorable~~costs. NOI asreflects the ~~terms~~operating performance of ~~existing indebtedness,~~a ascommunity ~~well~~and asallows ~~those~~for ~~risks,~~an ~~special~~easy ~~considerations,~~comparison ~~and~~of ~~other factors discussed under~~ the ~~caption~~operating ~~"Potential~~performance ~~Factors~~of ~~Affecting~~individual ~~Future~~communities ~~Operating Results"~~or ~~below~~groups ~~and~~of ~~those~~communities. In ~~discussed in Item 1A~~addition, ~~“Risk~~because ~~Factors,”~~prospective buyers of ~~the~~real ~~Operating Partnership's~~estate ~~Annual~~have ~~Report~~different onfinancing ~~Form~~and ~~10-K~~overhead ~~for~~structures, ~~the~~with ~~year~~varying ~~ended~~marginal ~~December~~impacts ~~31,~~to ~~2006, and~~overhead ~~those~~by ~~other~~acquiring ~~risk~~real ~~factors~~estate, ~~and~~NOI ~~special~~is ~~considerations~~considered ~~set~~by ~~forth~~many in the ~~Operating~~ ~~Partnership's~~real ~~other~~estate ~~filings~~industry ~~with~~to ~~SEC~~be ~~which~~a ~~may~~useful ~~cause~~measure ~~the~~for ~~actual results,~~determining ~~performance~~the orvalue ~~achievements~~ of ~~the~~a ~~Operating~~real ~~Partnership~~estate toasset ~~be materially~~or ~~different~~group ~~from~~of ~~any~~assets. The ~~future~~Operating ~~results,~~Partnership ~~performance~~defines orsame-property ~~achievements expressed~~NOI oras ~~implied~~same-property byrevenue ~~such~~less ~~forward~~same-~~looking~~property ~~statements.~~operating ~~All~~expenses, ~~forward-looking statements~~including ~~and~~property ~~reasons~~taxes. Please ~~why~~see ~~results~~the ~~may~~reconciliation ~~differ~~of ~~included~~earnings infrom ~~this~~operations ~~Form~~to 10same-Qproperty ~~are made~~NOI, aswhich ofin the ~~date~~table ~~hereof,~~below ~~and~~is wethe ~~assume~~NOI nofor ~~obligation~~stabilized toproperties ~~update~~consolidated ~~any~~by ~~such forward-looking~~the ~~statement~~Operating orPartnership ~~reason~~for ~~why~~the ~~actual~~periods ~~results may differ.~~presented:

Potential Factors Affecting Future Operating Results

	Three months ended March 31,
	2013			2012
Earnings from operations	$	47,107		$	39,980
Adjustments:
General and administrative		6,626			5,400
Cost of management and other fees		1,701			1,640
Depreciation		47,144			40,734
Management and other fees from affiliates		(2,948	)		(2,444	)
NOI		99,630			85,310
Less: Non same-property NOI		(11,623	)		(2,360	)
Same-property NOI	$	88,007		$	82,950

Many factors affect the Operating Partnership’s actual financial performance and may cause the Operating Partnership’s future results to be different from past performance or trends. These factors include those set forth under the caption “Risk Factors” in Item 1A of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006 and the following: 26

~~Development and Redevelopment Activities~~Index

~~The Operating~~Item ~~Partnership~~3: ~~pursues~~Quantitative ~~apartment communities~~ and ~~development~~Qualitative ~~and redevelopment~~Disclosures ~~projects~~About ~~from~~Market time to time. These projects generally require various government and other approvals, the receipt of which cannot be assured. The Operating Partnership's development and redevelopment activities generally entail certain risks, including the following: Risks

· funds may be expended and management's time devoted to projects that may not be completed; · construction costs of a project may exceed original estimates possibly making the project economically unfeasible; · projects may be delayed due to, among other things, adverse weather conditions; · occupancy rates and rents at a completed project may be less than anticipated; and · expenses at a completed development project may be higher than anticipated.

These risks may reduce the funds available for distribution to the Operating Partnership's unit-holders. Further, the development and redevelopment of properties is also subject to the general risks associated with real estate investments.

Interest Rate Fluctuations

The Operating Partnership monitors changes in interest rates and believes that it is well positioned from both a liquidity and interest rate risk perspective. The immediate effect of significant and rapid interest rate increases would result in higher interest expense on the Operating Partnership's variable interest rate debt. The effect of prolonged interest rate increases could negatively impact the Operating Partnership's ability to make acquisitions and develop properties at economic returns on investment and the Operating Partnership's ability to refinance existing borrowings at acceptable rates.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Hedging Activities

The Operating Partnership’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Operating Partnership ~~primarily~~ uses interest rate swaps as part of its cash flow hedging strategy. ~~Interest~~ As ~~rate~~of ~~swaps~~March ~~designated~~31, as2013, ~~cash~~the ~~flow~~Operating ~~hedges~~Partnership ~~involve~~has ~~the~~entered ~~receipt~~into ~~of variable-rate~~ten ~~amounts~~interest inrate ~~exchange~~swap ~~for~~contracts ~~fixed-rate~~to ~~payments~~mitigate ~~over~~ the ~~life~~risk of changes in the ~~agreements~~ ~~without~~interest-related ~~exchange~~cash outflows on $300.0 million of the ~~underlying~~variable ~~principal~~rate ~~amount.~~five-year unsecured term debt. As of March 31, ~~2007~~ 2013, wethe ~~had~~Operating ~~entered~~Partnership ~~into~~also ~~ten~~had ~~forward-starting~~$201.6 ~~swap~~million ~~contracts~~of tovariable ~~mitigate~~rate ~~the risk~~indebtedness, of ~~changes~~which in$187.4 ~~the~~million ~~interest-related~~is ~~cash~~subject ~~outflows~~to oninterest ~~forecasted~~rate ~~issuance of long-term~~cap ~~debt~~protection. All ~~The~~of ~~forward-starting~~the ~~swaps~~Operating Partnership’s derivative instruments are designated as cash flow hedges, ofand the ~~variability~~ inOperating ~~ten~~Partnership ~~years~~does not have any fair value hedges as of ~~forecasted~~March ~~interest~~31, ~~payments~~2013. The ~~associated~~following ~~with~~table summarizes the ~~refinancing~~ notional amount, carrying value, and estimated fair value of the Operating Partnership’s ~~long-term~~derivative ~~debt~~instruments ~~between~~used ~~2007~~to ~~and~~hedge ~~2011. As~~interest rates as of March 31, ~~2007,~~2013. The notional amount represents the ~~Operating~~aggregate ~~Partnership~~amount ~~also~~of ~~had~~a ~~$189.1~~particular ~~million~~security ~~of variable~~that ~~rate~~is ~~indebtedness,~~currently ofhedged ~~which~~at ~~$182.8~~one ~~million~~time, isbut ~~subject~~does not represent exposure to credit, interest ~~rate cap~~ ~~protection~~rates or market risks. The ~~All~~table ~~derivative~~also ~~instruments~~includes ~~are~~a ~~designated~~sensitivity asanalysis ~~cash~~to ~~flow~~demonstrate ~~hedges, and~~the impact on the Operating Partnership’s ~~does~~derivative ~~not~~instruments ~~have~~from ~~any~~an ~~fair~~increase ~~value~~or ~~hedges~~decrease in 10-year Treasury bill interest rates by 50 basis points, as of March 31, ~~2007~~2013.

The following table summarizes the notional amount, carrying value, and estimated fair value of our derivative instruments used to hedge interest rates as of March 31, 2007. The notional amount represents the aggregate amount of a particular

					Carrying and			Estimated Carrying Value
	Notional		Maturity		Estimated Fair			+ 50			- 50
(Dollars in thousands)	Amount		Date Range		Value			Basis Points			Basis Points
Cash flow hedges:
Interest rate swaps	$	300,000		2016-2017	$	(6,107	)	$	(311	)	$	(10,760	)
Interest rate caps		187,788		2013-2018		-			63			-
Total cash flow hedges	$	487,788		2013-2018	$	(6,107	)	$	(248	)	$	(10,760	)

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 our derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of March 31, 2007.

					Carrying and
		Notional	Maturity		Estimate Fair		+ 50		- 50
(Dollars in thousands)		Amount	Date Range		Value		Basis Points		Basis Points
Cash flow hedges:
Interest rate forward-starting swaps	$	500,000	2007-2011	$	260	$	16,465	$	(17,219)
Interest rate caps		182,849	2008-2011		8		31		2
Total cash flow hedges	$	682,849	2007-2011	$	268	$	16,496	$	(17,217)

Interest Rate Sensitive Liabilities

The Operating Partnership is exposed to interest rate changes primarily as a result of its ~~line~~lines of credit and long-term ~~debt~~tax ~~used~~exempt tovariable ~~maintain~~rate ~~liquidity~~debt and ~~fund capital~~unsecured ~~expenditures~~term ~~and expansion of the Operating Partnership’s real estate investment portfolio and operations~~debt. The Operating Partnership’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Operating Partnership borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Operating Partnership does not enter into derivative or interest rate transactions for speculative purposes.

The Operating Partnership’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows. Management believes that the carrying amounts of its LIBOR debt approximates fair value as of March 31, 2007 because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available to the Operating Partnership for similar instruments. Management has estimated that the fair value of the Operating Partnership’s $1.13 billion of fixed rate mortgage notes payable and exchangeable bonds at March 31, 2007 is approximately $1.22 billion based on the terms of existing mortgage notes payable compared to those available in the marketplace.

For the Years Ended	2013	~~2007(1)~~		~~2008(2)~~	~~2009~~2014		~~2010(3)~~	~~2011(4)~~2015		~~Thereafter~~		2016	~~Total~~			~~Fair value~~	2017				Thereafter				Total			Fair value
(In thousands)
Fixed rate debt	$	6837,~~662~~811		~~113,226~~	~~24,405~~	47,717	~~156,351~~	~~154,927~~	68,555	~~610,785~~		$	1162,~~128,356~~589		$	~~1,218,377~~		224,646				1,578,329			$	2,119,647		$	2,211,356
Average interest rate		65.0%6	%	~~6.8%~~	~~6.9%~~	5.2	~~8.0~~%	~~6.4%~~	5.2	~~5.0~~%			4.5	%				5.5	%			5.4	%			5.3	%
Variable rate debt	$	-19,420		-(1)	-	-	~~158,374~~	-	102,300	~~189,051~~	~~(5)~~	$	~~347~~200,~~425~~000		$(2)	~~347,425~~		150,000		(2)		182,171		(2)	$	653,891		$	632,704
Average interest		-		-	-		5.9%	-		4.8%
Average interest rate		1.2	%			0.0	%		2.1	%			2.6	%				2.6	%			1.6	%			2.2	%

(1) $50 187.4 million ~~covered~~subject byto ainterest ~~forward-starting swap at a fixed~~ rate ~~of 4~~caps.~~927%, with a settlement date on or before October 1, 2007. This swapped was settled in April 2007 (see Note 9).~~

(2) ~~$50 million~~ ~~covered by a forward-starting swap at a fixed rate of 4~~$300.~~869%,~~0 ~~with a settlement date on or before October 1, 2008. Also, $25~~ million ~~covered~~subject ~~by a forward-starting~~to ~~swap~~interest ~~at a fixed~~ rate ofswap 5agreements.~~082%, with a settlement date on or before January 1, 2009.~~

~~(3) $150 million~~The ~~covered~~table byincorporates ~~three~~only ~~forward-starting~~those ~~swaps~~exposures ~~with~~that ~~fixed~~exist ~~rates~~as ~~ranging~~of ~~from 5.099%~~March to31, 52013; it does not consider those exposures or positions that could arise after that date.~~824%~~ As a result, our ultimate realized gain or loss, with arespect ~~settlement~~to ~~date~~interest rate fluctuations and hedging strategies would depend on orthe ~~before~~exposures that arise prior to settlement.

January 1, 2011.

(4) $125 million covered by forward-starting swaps with fixed rates ranging from 5.655% to 5.8795%, with a settlement date on or before February 1, 2011. $50 million covered by a forward-starting swap with a fixed rate of 5.535%, with a settlement date on or before July, 1 2011. $50 million covered by a forward-starting swap with a fixed rate of 5.343%., with a settlement date on or before October 1, 2011. The Operating Partnership intends to encumber certain unencumbered assets during 2011 in conjunction with the settlement of these forward-starting swaps.

(5) $182,849 subject to interest rate caps.

The table incorporates only those exposures that exist as of March 31, 2007; it does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.

Item 4: Controls and Procedures

As of March 31, ~~2007~~2013, we carried out an evaluation, under the supervision and with the participation of management, including our General Partner’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures ~~pursuant~~(as todefined in Rules 13a-15(e) ofand 15d-15(e) under the Securities Exchange Act of 1934, as amended. (the “Exchange Act”)). Based upon that evaluation, ~~the~~our General Partner’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2013, our disclosure controls and procedures ~~are~~were effective into ~~timely~~ensure ~~alerting~~that ~~management~~the ~~to material~~ information ~~relating~~required to ~~the~~be ~~Operating~~disclosed ~~Partnership~~by ~~that~~us isin ~~required~~the toreports ~~be included~~that inwe ~~our~~file ~~periodic~~or ~~filings~~submit ~~with~~under the ~~Securities~~Exchange Act was recorded, processed, summarized and ~~Exchange~~reported ~~Commission. There~~within ~~were~~the notime ~~changes~~periods specified in the ~~Operating Partnership’~~SEC's ~~internal~~rules ~~control~~and ~~over financial~~forms ~~reporting,~~and that ~~occurred~~such ~~during~~disclosure ~~the~~controls ~~quarter~~and ~~ended~~procedures ~~March~~were ~~31,~~also ~~2007,~~ effective to ensure that ~~have~~ ~~materially~~information ~~affected,~~required to be disclosed in the reports that we file or ~~are~~submit ~~reasonably~~under ~~likely~~the Exchange Act is accumulated and communicated to ~~materially~~our ~~affect~~management, ~~the Operating~~including ~~Partnership~~our General Partner’s ~~internal~~Chief ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting~~Chief Financial Officer, to allow timely decisions regarding required disclosure.

Index

There were no changes in the Operating Partnership 's internal control over financial reporting, that occurred during the quarter ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership 's internal control over financial reporting.

Part II -- Other Information

Item 1: Legal Proceedings

Recently there has been an increasing number of lawsuits against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. The Operating Partnership has been sued for mold related matters and has settled some, but not all, of such matters. Insurance carriers have reacted to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates. The Operating Partnership has, however, purchased pollution liability insurance, which includes some coverage for mold. The Operating Partnership has adopted ~~programs~~policies ~~designed to manage the existence of mold in its properties as well as guidelines~~ for promptly addressing and resolving reports of mold when it is detected, and to minimize any impact mold might have on residents orof the property. The Operating Partnership believes its mold policies and proactive response to address any known existence, reduces its risk of loss from these cases. There can be no assurances that the Operating Partnership has identified and responded to all mold occurrences, but the Operating Partnership promptly addresses all known reports of mold. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows. As of March 31, 2013, no potential liabilities for mold and other environmental liabilities are quantifiable and an estimate of possible loss cannot be made.

The Operating Partnership carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the ~~Properties~~Operating Partnership’s communities. Insured risks for comprehensive liability covers claims in excess of $100,000 per incident, and property insurance covers losses in excess of a $5.0 million deductible per incident. There are, however, certain types of extraordinary losses, such as, for example, losses for ~~terrorism~~ or earthquake, for which the Operating Partnership does not have ~~insurance~~ ~~coverage~~insurance. Substantially all of the ~~Properties~~Operating Partnership’s properties are located in areas that are subject to ~~earthquake activity~~earthquakes.

The Operating Partnership is subject to various other lawsuits in the normal course of its business operations. Such lawsuits could, but are not expected to, have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

Item IA 1A: Risk Factors

~~In evaluating~~There ~~all~~were ~~forward-looking~~no ~~statements,~~material ~~you~~changes ~~should specifically consider various factors that may cause actual results~~ to ~~vary~~the ~~from~~Risk ~~those~~Factors ~~contained~~ disclosed in the ~~forward-looking statements. The~~ Operating Partnership’s ~~risk~~Amendment ~~factors~~No. ~~are included~~1 ~~in Item IA of Part I of our Annual Report~~ on Form 10S-K4 ~~for~~filed with the ~~year ended~~SEC ~~December~~on ~~31,~~March ~~2006~~12, as2013 ~~filed with the SEC~~ and available at www.sec.gov, and under the caption “Potential Factors Affecting Future Operating Results,” in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part I of this Form 10-Q.

2328

Index

Item 6: Exhibits

Exhibits

124.1 ~~Ratio~~Indenture, dated April 15, 2013, among Essex Portfolio, L.P., Essex Property Trust, Inc., and U.S. Bank National Association, as trustee, including the form of ~~Earnings~~3.25% Senior Notes due 2023 and the guarantee thereof, attached as Exhibit 4.1 to ~~Fixed~~the ~~Charges~~Form 8-K, filed on April 15, 2013 and incorporated herein by reference.

3110.1 ~~Certification~~Essex ofProperty ~~Keith~~Trust, RInc. ~~Guericke,~~Executive ~~Chief~~Severance ~~Executive~~Plan ~~Officer~~(as Amended and Restated effective March 12, ~~pursuant~~2013), toattached ~~Section~~as ~~302~~Exhibit of10.1 to the ~~Sarbanes~~Form 8-~~Oxley~~K, ~~Act~~filed ofon ~~2002~~March 18, 2013, and incorporated herein by reference.*

3110.2 ~~Certification~~Form of ~~Michael~~Equity TDistribution Agreement between Essex Property Trust, Inc. ~~Dance~~and various entities, ~~Chief~~dated ~~Financial~~March ~~Officer~~29, ~~pursuant~~2013, toattached ~~Section~~as ~~302~~Exhibit of10.1 to the ~~Sarbanes~~Form 8-~~Oxley~~K, ~~Act~~filed ofon ~~2002~~April 2, 2013, and incorporated herein by reference.

3210.13 ~~Certification~~Second ofAmendment ~~Keith~~to R.Amended ~~Guericke,~~and ~~Chief~~Restated ~~Executive~~Revolving ~~Officer~~Credit Agreement, ~~pursuant~~dated toAugust ~~Section~~30, ~~906 of the Sarbanes-Oxley Act of 2002~~2012.

3210.24 ~~Certification~~Third ofAmendment ~~Michael~~to T.Amended ~~Dance,~~and ~~Chief~~Restated ~~Financial~~Revolving ~~Officer~~Credit Agreement, ~~pursuant~~dated toJanuary ~~Section~~22, ~~906 of the Sarbanes-Oxley Act of 2002~~2013.

~~__________~~12.1 Ratio of Earnings to Fixed Charges.

31.1

Certification of Michael J. Schall, Chief Executive Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Michael T. Dance, Chief Financial Officer of General Partner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Michael J. Schall, Chief Executive Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Michael T. Dance, Chief Financial Officer of General Partner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement

Index

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 thereunto duly authorized.

	ESSEX PORTFOLIO, L.P.
	(Registrant)
	Date: May 9, 2007
	By:	/S/ MICHAEL T. DANCE
	Michael T. Dance
	Executive Vice President, Chief Financial Officer (Authorized Officer, Principal Financial Officer)
	By: /S/ BRYAN HUNT
	Bryan Hunt
	Vice President, Chief Accounting Officer

	ESSEX PORTFOLIO, L.P.
	(Registrant)

	by ESSEX PROPERTY TRUST, INC.
	its general partner

	Date: May 8, 2013

	By: /S/ BRYAN G. HUNT

	Bryan G. Hunt
	First Vice President, Chief Accounting Officer

	By: /S/ MICHAEL T. DANCE

	Michael T. Dance
	Executive Vice President, Chief Financial Officer (Authorized Officer, Principal Financial Officer)

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