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•	Providing consistently high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership;

•	Efficiently managing the Properties to increase operating margins by controlling expenses, increasing occupancy and maintaining competitive market rents;

•	Increasing income and property values by strategic expansion and, where appropriate, renovation of the Properties;

•	Utilizing technology to evaluate potential acquisitions, identify and track competing properties and monitor customer satisfaction;

•	Selectively acquiring properties that have potential for long-term cash flow growth and creating property concentrations in and around major metropolitan areas and retirement or vacation destinations to capitalize on operating synergies and incremental efficiencies; and

•	Managing our debt balances such that we maintain financial flexibility, have minimal exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital.

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•	The replacement cost of the property, including land values, entitlements and zoning;

•	The geographic area and the type of property;

•	The location, construction quality, condition and design of the property;

•	The current and projected cash flow of the property and the ability to increase cash flow;

•	The potential for capital appreciation of the property;

•	The terms of tenant leases or usage rights, including the potential for rent increases;

•	The potential for economic growth and the tax and regulatory environment of the community in which the property is located;

•	The potential for expansion of the physical layout of the property and the number of Sites;

•	The occupancy and demand by customers for properties of a similar type in the vicinity and the customers’ profile;

•	The prospects for liquidity through sale, financing or refinancing of the property;

•	The competition from existing properties and the potential for the construction of new properties in the area; and

•	Working capital demands.

•	Whether the Property meets our current investment criteria;

•	Our desire to exit certain non-core markets and recycle the capital into core markets; and

•	Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.

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•

Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. The most significant barrier has been the difficulty of securing zoning permits from local authorities. This has been the result of (i) the public’s historically poor perception of manufactured housing, and (ii) the fact that manufactured housing and RV properties generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Another factor that creates substantial barriers to entry is the length of time between investment in a property’s development and the attainment of stabilized occupancy and the generation of revenues. The initial development of the infrastructure may take up to two or three years. Once a property is ready for occupancy, it may be difficult to attract customers to an empty property. Substantial occupancy levels may take several years to achieve.

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Industry Consolidation: According to various industry reports, there are approximately 50,000 manufactured home properties and approximately 8,750 RV properties (excluding government owned properties) in North America. Most of these properties are not operated by large owner/operators, and of the RV properties approximately 1,300 contain 200 Sites or more. We believe that this relatively high degree of fragmentation provides us, as a national organization with experienced management and substantial financial resources, the opportunity to purchase additional properties as evidenced by the acquisitions during the year ended December 31, 2013.

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Customer Base: We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing) with no interruption of rental payments to us, and (iv) moving a Site Set home from one property to another involves substantial cost and effort.

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Lifestyle Choice: According to the Recreational Vehicle Industry Association (“RVIA”), nearly one in nine U.S. vehicle-owning households owns an RV and there are currently 8.9 million RV owners. The 77 million people born from 1946 to 1964 or “baby boomers” make up the fastest growing segment of this market. According to 2010 U.S. Census figures, every day 12,500 Americans turn 50. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future cash flow growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek more permanent retirement or vacation establishments. Site Set housing has become an increasingly popular housing alternative for retirement, second-home, and “empty-nest” living. According to 2010 U.S. Census figures, the baby-boom generation will constitute almost 19% of the U.S. population within the next 20 years. Among those individuals who are nearing retirement (age 46 to 64), approximately 59% plan on moving upon retirement.

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Construction Quality: Since 1976, the requirements to meet state, local and federal standards have become more stringent for all factory built housing, resulting in significant increases in quality. The Department of Housing and Urban Development’s (“HUD”) standards for Site Set housing construction quality are the only federal standards governing housing quality of any type in the United States. Site Set homes produced since 1976 have received a “red and silver” government seal certifying that they were built in compliance with the federal code. The code regulates Site Set home design and construction, strength and durability, fire resistance and energy efficiency, and the installation and performance of heating, plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade lumber and dry wall materials are common. Also, manufacturers are required to follow the same fire codes as builders of site-built structures. In addition, although Resort Cottages do not come under the same regulations, many of the manufacturers of Site Set homes also produce Resort Cottages with many of the same quality standards.

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Comparability to Site-Built Homes: The Site Set housing industry has experienced a trend toward multi-section homes. Many modern Site Set homes are longer (up to 80 feet, compared to 50 feet in the 1960’s) and wider than earlier models. Many such homes have nine-foot ceilings or vaulted ceilings, fireplaces and as many as four bedrooms, and closely resemble single-family ranch-style site-built homes. At our Properties, there is an active resale or rental market for these larger homes.

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Second Home Demographics: According to 2013 National Association of Realtors (“NAR”) reports, sales of second homes in 2012 accounted for 35% of residential transactions, or 1.76 million second-home sales in 2012. There were approximately 7.9 million vacation homes in 2012. The typical vacation-home buyer is 47 years old and earned $92,100 in 2012. According to 2012 NAR reports, approximately 45% of vacation homes were purchased in the south; 25% were purchased in the west; 17% were purchased in the northeast; and 12% were purchased in the Midwest. In looking ahead, NAR believes that baby boomers are still in their peak earning years, and the leading edge of their generation is approaching retirement. As they continue to have the financial means to purchase a second home as a vacation property, investment opportunity, or perhaps as a retirement retreat, those baby boomers will continue to drive the market for second homes. We believe it is likely that over the next decade we will continue to see high levels of second-home sales, and resort homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.

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Shipments—According to statistics compiled by the U.S. Census Bureau, shipments of new manufactured homes declined from 2005 through 2009. Since then, manufactured home shipments have increased each year and are on pace for a fifth straight year of growth. Although new manufactured home shipments continue to be below historical levels, shipments in 2013 increased over 9.8% to 60,300 units as compared to shipments in 2012 of 54,900 units. According to the RVIA, wholesale shipments of RVs increased 12% in 2013 to approximately 321,100 units as compared to 2012, which continued a positive trend in RV shipments that started in late 2009. Certain industry experts have predicted that 2014 RV shipments will increase 3% to 4% as compared to 2013.

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1.	Source: Institute for Building Technology and Safety

2.	Source: RVIA

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Sales: Retail sales of RVs increased almost 18% to 244,800 in 2013 as compared to 208,300 in 2012. A total of 208,200 RVs were sold during the year ended December 31, 2012, representing an increase of over 8% over the prior year. We believe that consumers remain concerned about the current economy, and by prospects that the economy might remain sluggish in the years ahead. However, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales despite the economic turmoil. According to RVIA, RV ownership has reached record levels: 8.9 million American households now own an RV, the highest level ever recorded, which constitutes an increase of 12.7% since 2005. RV sales could continue to benefit as aging baby-boomers continue to enter the age range in which RV ownership is highest.

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Availability of financing: Since 2008 few sources of financing have been available for manufactured home and RV manufacturers. In addition, the economic and legislative environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. Legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in providing financing for customer purchases of manufactured homes to register as a mortgage loan originator in states where they engage in such financing. In comparison to financing available to purchasers of site-built homes, the few third party financing sources available to purchasers of manufactured homes offer financing with higher down payments and shorter maturities and loan approval is subject to more stringent underwriting criteria. Certain government stimulus packages have also provided government guarantees for site-built single family home loans, thereby increasing the supply of financing for that market. We have contracted with a third party mortgage loan originator to finance customer purchases and we have a small network of lending relationships to provide financing options for our customers. Also, during 2013 we entered into an agreement with an unaffiliated third party home manufacturer to create a new joint venture, ECHO Financing, LLC, to buy and sell homes and provide financing. As the consumer credit environment slowly improves, we have seen an increase in availability of financing for the purchase of RVs.

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•	changes in the national, regional and local economic climate;

•	local conditions such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties in the area, the attractiveness of our Properties to customers, competition from manufactured home communities and other lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single family homes);

•	the ability of manufactured home and RV manufacturers to adapt to changes in the economic climate and the availability of units from these manufacturers;

•	the ability of our potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers;

•	the possible reduced ability of our potential customers to obtain financing on the purchase of resort homes, resort cottages or RVs;

•	performance of chattel loans purchased in connection with the 2011 Acquisition (see Note 5 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion of the 2011 Acquisition);

•	government stimulus intended to primarily benefit purchasers of site-built housing;

•	fluctuations in the availability and price of gasoline, especially for our transient customers;

•	our ability to collect rent, annual payments and principal and interest from customers and pay or control maintenance, insurance and other operating costs (including real estate taxes), which could increase over time;

•	the failure of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties, which may adversely affect our ability to make expected distributions to our stockholders;

•	our inability to meet mortgage payments on any Property that is mortgaged, in which case the lender could foreclose on the mortgage and take the Property;

•	interest rate levels and the availability of financing, which may adversely affect our financial condition;

•	changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes), which may adversely affect our financial condition;

•	changes in laws and governmental regulations related to proposed minimum wage increases may adversely affect our financial condition;

•	poor weather, especially on holiday weekends in the summer, which could reduce the economic performance of our Northern resort Properties; and

•	our ability to attract customers to enter new or upgraded right-to-use contracts and to retain customers who have previously entered right-to-use contracts.

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•	senior management’s attention may be diverted from the management of daily operations to the integration of an acquisition;

•	costs and expenses associated with any undisclosed or potential liabilities;

•	an acquisition may not perform as well as we anticipate; and

•	unforeseen difficulties may arise in integrating an acquisition into our portfolio.

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•	our cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;

•	we might be required to use a substantial portion of our cash flow from operations to pay our indebtedness, thereby reducing the availability of our cash flow to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes;

•	our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	we may not be able to refinance existing indebtedness (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness;

•	if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt; and

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•	if prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make commercial real estate loans) result in higher interest rates, increased interest expense would adversely affect cash flow and our ability to service debt and make distributions to stockholders.

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(a)	Property acquired in 2013.

(b)	Land is leased by us under a non-cancelable operating lease. (See Note 12 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)

(c)	Acres are approximate. Acreage for some Properties were estimated based upon 10 Sites per acre.

(d)	Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography.

(e)	Expansion Sites are approximate and only represent Sites that could be developed and is further dependent upon necessary approvals. Certain Properties with Expansion Sites noted may have vacancies and therefore, Expansion Sites may not be added.

(f)	Acres for this RV park are included in the acres for the adjacent manufactured home community listed directly above this Property.

(g)	Property not operated by us during all of 2013, as the Property is leased to a third party operator.

(h)	Property does not contain annual Sites.

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(a)

Of the common stock repurchased from October 1, 2013 through December 31, 2013, 30,739 shares were repurchased at the open market price and represent common stock surrendered to us to satisfy income tax withholding obligations due as a result of the vesting of Restricted Share Grants. Certain of our executive officers may from time to time adopt non-discretionary, written trading plans that comply with Commission Rule 10b5-1, or otherwise monetize their equity-based compensation. Commission Rule 10b5-1 provides executives with a method to monetize their equity-based compensation in an automatic and non-discretionary manner over time.

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1.	Certain prior year amounts have been reclassified to conform to the 2013 presentation. These reclassifications had no material effect on the consolidated financial statements.

2.

In 2011, we, on behalf of selling stockholders, closed on a public offering of Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”). The selling stockholders received the Series A Preferred Stock in exchange for $200 million of previously issued series D and series F Perpetual Preferred OP Units. In 2012, we issued 54,458 shares of Series C Preferred Stock which are represented by Depositary Shares. We also exchanged 5,445,765 shares of our Series A Preferred Stock for 5,445,765 Depositary Shares, each representing 1/100th of a share of Series C Preferred Stock. Also in 2012, we redeemed the remaining 2,554,235 of Series A Preferred Stock.

3.

In 2011, we issued 12,075,000 shares of common stock in an equity offering for proceeds of approximately $344.0 million, net of offering costs. During the year ended December 31, 2011, we issued 3,416,552 shares of Common Stock and 1,740,000 shares of Series B Subordinated Non-Voting Cumulative Preferred Stock (the “Series B Preferred Stock”) with an aggregate value of $224.2 million, net of offering costs, to partially fund the purchase of the 2011 Acquisition Properties. All of the Series B Preferred Stock was redeemed for Common Stock. In 2009, we issued 9.2 million shares of common stock in an equity offering for proceeds of approximately $146.4 million, net of offering costs.

4.	Refer to Item 7 contained in this Form 10-K for information regarding why we present funds from operations and normalized funds from operations and for a reconciliation of these non-GAAP financial measures to net income.

5.	In 2011, we closed on the acquisition of the 2011 Acquisition Properties which consisted of 74 manufactured home communities and one RV resort containing 30,129 Sites on approximately 6,400 acres located in 16 states.

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•	Core occupancy increased by 312 Sites to a total of 91.8% at year end.

•	Closed on the acquisition of two RV resorts and three manufactured homes communities for a total purchase price of approximately $134 million.

•	Closed on the disposition of 11 non-core Michigan Properties and recognized a gain on sale of real estate of approximately $41 million.

•	We entered into an agreement with an unaffiliated third party to create a joint venture named ECHO Financing, LLC, to buy and sell homes, as well as to offer another financing option to purchasers of homes at our Properties.

•	Effected a two-for-one split of our common stock, by and in the form of a stock dividend.

•	Amended our charter to increase from 100,000,000 to 200,000,000 the number of shares of our common stock we are authorized to issue.

•	Raised the annual dividend to $1.00 per share in 2013, an increase of more than 14% compared to $0.875 per share in 2012.

•	We closed on approximately $375.5 million of refinancing proceeds on 22 Properties. In addition, we defeased approximately $312.2 million of debt secured by 29 manufactured home communities and paid off 16 maturing mortgages totaling approximately $99.8 million.

(1)	Includes approximately 4,800 Sites rented on an annual basis.

(2)	Joint ventures have approximately 2,200 annual Sites, approximately 400 seasonal Sites and approximately 500 transient Sites.

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(1)	Property operating revenues for this calculation excludes approximately $13.7 million of property operating revenue not allocated to Properties, which consists primarily of upfront payments from right-to-use contracts.

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(1)	Includes 26 home sales through our Echo joint venture and one third-party dealer sale for the year ended December 31, 2013. Includes one third-party home sale for the year ended December 31, 2012.

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(1)	Approximately $38.7 million and $32.7 million as of December 31, 2013 and 2012, respectively, of site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in rental home income in the Income from Property Operations table.

(2)	Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.

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(1)	Includes three third-party dealer sales for the year ended December 31, 2011.

(2)	Includes one third-party dealer sale for the year ended December 31, 2011.

(1)	Approximately $32.7 million and $22.9 million as of December 31, 2012 and 2011, respectively, of site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.

(2)	Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.

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•	Approximately $64.7 million paid in 2013 for capital improvements, including approximately $24.9 million of recurring capital expenditures and approximately $39.8 million of development, new and used home investment and corporate improvements (see Capital Improvements table below).

•	Approximately $92.0 million paid in 2013 to acquire three manufactured home communities located in the Chicago metropolitan area (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our recent acquisitions).

•	Approximately $24.4 million paid in 2013 to acquire an RV community located in the Florida Keys (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our recent acquisitions).

•	Approximately $1.3 million paid in 2013 to acquire an RV community located in Wisconsin (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our recent acquisitions).

•	Approximately $12.0 million paid in 2013 as a net tax deferred exchange deposit.

•	Approximately $2.6 million investment paid in 2013 for ECHO joint venture (see Note 6 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our joint ventures).

•	Approximately $158.0 million received in 2013 from the disposition of the Michigan Properties (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of the sale).

•	Approximately $1.2 million of net repayments received in 2013 on notes receivable (see Note 7 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion).

•	Approximately $75.3 million paid in 2012 for capital improvements, including approximately $29.3 million of recurring capital expenditures and approximately $46.0 million of development, new and used home investment and corporate improvements (see Capital Improvements table below).

•	Approximately $24.2 million paid in 2012 for the acquisition of two Properties (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our recent acquisitions).

•	Approximately $7.6 million received in 2012 from the disposition of a rental property (see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of the sale).

•	Approximately $5.3 million of net repayments received in 2012 on notes receivable (see Note 7 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion).

(1)	Excludes noncash activity of approximately $0.8 million for new homes purchased with dealer financing for the year ended December 31, 2011 and approximately $2.6 million, $5.3 million and $2.7 million of repossessions for the years ended December 31, 2013, 2012 and 2011, respectively.

(2)	Recurring capital expenditures (“Recurring CapEx”) are primarily comprised of common area improvements, furniture, and mechanical improvements.

(3)	Development primarily represents costs to improve and upgrade Property infrastructure or amenities.

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•	We received $375.5 million in financing proceeds in 2013 (see Note 8 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our borrowing arrangements).

•	We paid approximately $350.7 million of amortizing principal debt, approximately $99.8 million of maturing mortgages and paid approximately $43.0 million in debt issuance and early debt retirement costs in 2013 (see Note 8 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our borrowing arrangements).

•	We received approximately $20.0 million in LOC proceeds and made repayments in the same amount in 2013.

•	We paid approximately $77.5 million of distributions in 2013 to common stockholders, common OP unitholders and preferred stockholders and paid approximately $0.5 million in equity issuance costs in 2013 (see Note 4 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our equity transactions).

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Approximately $159.5 million of financing proceeds received in 2012 were offset by pay downs of approximately $137.7 million of maturing mortgages, payments of approximately $29.9 million of amortizing principal debt, and payments of approximately $3.1 million of debt issuance costs (see Note 8 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our borrowing arrangements).

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Approximately $110.8 million of distributions paid in 2012 to common stockholders, common OP unitholders and preferred stockholders and approximately $63.9 million for the redemption of preferred stock and paid $1.3 million in equity issuance costs offset by proceeds received of approximately $4.9 million from the exercise of stock options and the sale of shares through the employee stock purchase plan (see Note 4 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of our equity transactions).

(1)	Balance excludes net premiums and discounts of $17.8 million, primarily due to the fair market value adjustment of the assumption of $506.5 million of secured debt from the remaining Properties acquired in 2011. Balances include debt maturing and scheduled periodic principal payments.

(2)	Amounts include interest expected to be incurred on our secured debt based on obligations outstanding as of December 31, 2013.

(3)	Assumes we will exercise our one year extension option on September 15, 2016 and assumes we will maintain our current leverage ratios as defined by the LOC.

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•	our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);

•	our ability to maintain historical or increase future rental rates and occupancy with respect to Properties currently owned or that we may acquire;

•	our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;

•	our assumptions about rental and home sales markets;

•	our ability to manage counterparty risk;

•	in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyers to sell their existing residences as well as by financial, credit and capital markets volatility;

•	results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;

•	impact of government intervention to stabilize site-built single family housing and not manufactured housing;

•	effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;

•	the completion of transactions in their entirety and future transactions, if any, and timing and effective integration with respect thereto;

•	unanticipated costs or unforeseen liabilities associated with recent acquisitions;

•	ability to obtain financing or refinance existing debt on favorable terms or at all;

•	the effect of interest rates;

•	the dilutive effects of issuing additional securities;

•	the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” and

•	other risks indicated from time to time in our filings with the Securities and Exchange Commission.

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(1)	Represents shares of common stock pursuant our Stock Option and Award Plan adopted in December 1992 prior to its expiration.

(2)

Represents shares of common stock under our Employee Stock Purchase Plan, which was adopted by the Board of Directors in July 1997, as amended in May 2006. Under the Employee Stock Purchase Plan, eligible employees make monthly contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under New York Stock Exchange rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees.

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1.	Financial Statements

2.	Financial Statement Schedule

3.	Exhibits:

•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

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(a)	Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996

(b)	Included as Exhibit A to our definitive Proxy Statement dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997

(c)	Included as Appendix A to our Definitive Proxy Statement dated March 30, 2001

(d)	Included as an exhibit to our Report on Form 10-K dated December 31, 2005

(e)	Included as an exhibit to our Report on Form 10-K dated December 31, 2006

(f)	Included as an exhibit to our Report on Form 8-K dated May 18, 2007

(g)	Included as an exhibit to our Report on Form 8-K dated August 8, 2007

(h)	Included as an exhibit to our Report on Form 8-K dated December 8, 2000, filed on September 25, 2008

(i)	Included as an exhibit to our Report on Form S-3 ASR dated May 6, 2009

(j)	Included as an exhibit to our Report on Form 8-K dated May 19, 2011

(k)	Included as an exhibit to our Report on Form 8-K dated May 31, 2011

(l)	Included as an exhibit to our Report on Form 10-Q dated June 30, 2011

(m)	Included as an exhibit to our Report on Form 8-K dated July 1, 2011

(n)	Included as an exhibit to our Report on Form 8-K dated July 20, 2012

(o)	Included as an exhibit to our Schedule TO/13E-3 dated August 23, 2012

(p)	Included as an exhibit to our Report on Form 8-K dated September 6, 2012

(q)	Included as an exhibit to our Form 8-A dated September 14, 2012

(r)	Included as an exhibit to our Report on Form 8-K dated November 25, 2013

(s)	Included as an exhibit to our Report on Form 8-K dated January 2, 2014

(t)	Filed herewith

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(a)	Basis of Consolidation

(b)	Use of Estimates

(c)	Markets

(d)	Real Estate

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(e)	Acquisitions

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(f)	Identified Intangibles and Goodwill

(g)	Restricted Cash

(h)	Notes and Contracts Receivable

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(i)	Allowance for Doubtful Accounts

(j)	Investments in Joint Ventures

(k)	Insurance Claims

(l)	Derivative Instruments and Hedging Activities

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(m)	Fair Value of Financial Instruments

(n)	Deferred Financing Costs, net

(o)	Revenue Recognition

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(p)	Non-Controlling Interests

(q)	Preferred Stock

(r)	Income and Other Taxes

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(t)	Reclassifications

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(a)	The percentages shown approximate our economic interest as of December 31, 2013. Our legal ownership interest may differ.

(b)	Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 25% interest in the utility plant servicing the Property.

(c)	Net of approximately $1.0 million of depreciation expense for the year ended December 31, 2013 and approximately $1.2 million for each of the years ended December 31, 2012 and 2011.

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(a)	Segment information does not include Site rental income included in Community base rental income.

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(a)	Certain 2012 amounts have been reclassified to conform to the 2013 presentation. The reclassification had no material effect on the consolidated financial statements.

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(1)	The schedule excludes Properties in which we have a non-controlling joint venture interest and accounts for using the equity method of accounting.

(2)	All Properties were acquired, except for Country Place Village, which was constructed.

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(a)	Certain prior year amounts have been reclassified to conform to the 2013 presentation. These reclassifications had no material effect on the consolidated financial statements.

(a)	Certain prior year amounts have been reclassified to conform to the 2013 presentation. These reclassifications had no material effect on the consolidated financial statements.

(b)	Includes approximately $6.5 million, $5.6 million and $4.1 million of depreciation from rental operations for the years ended December 31, 2013, 2012 and 2011, respectively.

1.	I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the Company's supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on the Company's most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the Company's supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on the Company's most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.

1.	the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.