UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 18, 2012
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Maryland	 	1-11718	 	36-3857664	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File No.)	 	(IRS Employer
Identification No.)	
 	 	
Two North Riverside Plaza, Chicago, Illinois	 	60606	
(Address of principal executive offices)	 	(Zip Code)	
(312) 279-1400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 2.02 Results of Operations and Financial Condition
On January 23, 2012, Equity LifeStyle Properties, Inc. (the “Company”) issued a news release announcing its results of operations for the three months and year ended December 31, 2011. The information is furnished as Exhibit 99.1 to this report on Form 8-K.
Attached as Exhibit 99.2 is a supplemental package that was posted on the Company’s website, www.equitylifestyle.com, on January 23, 2012. Included in this package is additional information regarding the Company’s December 31, 2011 results and the Company’s earnings guidance for the year ended December 31, 2012 and three months ended March 31, 2012.
The information contained in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.
The Company projects its net income per share (fully diluted) and funds from operations (“FFO”) per share (fully diluted) for the year ending December 31, 2012 to be between $0.98 and $1.18 and $4.32 and $4.52, respectively. The Company projects its net income per share (fully diluted) and FFO per share (fully diluted) for the three months ending March 31, 2012 to be between $0.21 and $0.31 and $1.20 and $1.30, respectively. The supplemental package attached as Exhibit 99.2 provides detailed guidance assumptions.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers.
2012 Restricted Stock Plan
On January 18, 2012, the Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) of the Board of Directors of the Company approved the issuance of 57,332 shares of restricted common stock to the Company’s executive officers, pursuant to the authority set forth in the 1992 Stock Option and Stock Award Plan (as amended from time to time, the “Plan”). Such award will have a grant date of January 31, 2012 and will vest on December 31, 2012. Each executive officer will receive shares of restricted common stock as follows, unless otherwise adjusted by the Compensation Committee, in its sole discretion, prior to the grant date:

Officer	  	Title	  	Award	 	
Thomas P. Heneghan	  	President and Chief Executive Officer	  	 	16,333 Shares	  	
 	 	 	
Marguerite Nader	  	Executive Vice President and Chief Financial Officer	  	 	11,333 Shares	  	
 	 	 	
Roger Maynard	  	Executive Vice President – Asset Management	  	 	11,333 Shares	  	
 	 	 	
Ellen Kelleher	  	Executive Vice President – Property Management	  	 	11,333 Shares	  	
 	 	 	
Seth Rosenberg	  	Senior Vice President – Sales and Marketing	  	 	7,000 Shares	  	
This report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding the Company’s expectations, goals or intentions regarding the future, and the expected effect of the Acquisition on the Company. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:

 	•	 	the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire);	
 
 	•	 	the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire;	
 
 	•	 	the Company’s assumptions about rental and home sales markets;	
 
 	•	 	the Company’s assumptions and guidance concerning 2012 estimated net income and funds from operations;	
 
 	•	 	in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers 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 the Acquisition Properties and the Company’s estimates regarding the future performance of the Acquisition Properties;	
 
 	•	 	unanticipated costs or unforeseen liabilities associated with the Acquisition;	
 
 	•	 	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 the Company’s filings with the Securities and Exchange Commission.	
These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant’s annual and quarterly reports filed with the Securities and Exchange Commission.
Exhibit 99.1 Equity LifeStyle Properties, Inc. press release dated January 23, 2012, “ELS Reports Fourth Quarter Results”
Exhibit 99.2 Fourth Quarter 2011 Supplemental Operating and Financial Information

SIGNATURES
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.

EQUITY LIFESTYLE PROPERTIES, INC.	
 	 	
By:	 	/s/ Thomas Heneghan	
 	 	Thomas Heneghan	
 	 	President and Chief Executive Officer	

 	 	
By:	 	/s/ Marguerite Nader	
 	 	Marguerite Nader	
 	 	Executive Vice President and	
 	 	Chief Financial Officer	
Date: January 24, 2012

Exhibit 99.1
N EWS    R ELEASE

 	  	 	
 	 	
CONTACT: Marguerite Nader	  	FOR IMMEDIATE RELEASE	
                      (312) 279-1486	  	January 23, 2012	
ELS REPORTS FOURTH QUARTER RESULTS
Completes Acquisition of 75 Properties in 2011
CHICAGO, IL – January 23, 2012 – Equity LifeStyle Properties, Inc. (NYSE: ELS) (the “Company”) today announced results for the three months and year ended December 31, 2011.
a) Financial Results
For the three months ended December 31, 2011, Funds From Operations (“FFO”) were $43.5 million, or $0.96 per share on a fully-diluted basis, compared to $25.9 million, or $0.73 per share on a fully-diluted basis, for the same period in 2010. For the year ended December 31, 2011, FFO was $143.2 million, or $3.55 per share on a fully-diluted basis, compared to $123.2 million, or $3.47 per share on a fully-diluted basis, for the same period in 2010. Excluding approximately $1.2 million and $18.5 million in transaction costs incurred in connection with the Acquisition (as described below) during the three months and year ended December 31, 2011, respectively, FFO would have been $44.7 million and $161.7 million, or $0.99 and $4.01 per share on a fully-diluted basis, for the three months and year ended December 31, 2011, respectively.
Net loss available to common stockholders totaled ($0.2) million, or ($0.00) per share on a fully-diluted basis, for the three months ended December 31, 2011 compared to net income available to common stockholders of $5.7 million, or $0.18 per share on a fully-diluted basis, for the same period in 2010. Net income available to common stockholders totaled $22.8 million, or $0.64 per share on a fully-diluted basis for the year ended December 31, 2011, compared to $38.4 million, or $1.25 per share on a fully-diluted basis, for the same period in 2010. Excluding approximately $1.2 million and $18.5 million in transaction costs incurred in connection with the Acquisition (as described below) during the three months and year ended December 31, 2011, respectively, net income available to common stockholders would have been $0.9 million and $39.5 million, or $0.02 and $0.98 per share on a fully-diluted basis, for the three months and year ended December 31, 2011, respectively. See the attachment to this press release for a reconciliation of FFO and FFO per share to net income available to common shares and net income per common share, respectively, the most directly comparable GAAP measures.
b) Portfolio Performance
For the three months ended December 31, 2011 property operating revenues, excluding deferrals, were $158.4 million, compared to $120.9 million in the same period in 2010. Our property operating revenues, excluding deferrals, for the year ended December 31, 2011 were $570.2 million, compared to $506.5 million for the same period in 2010. Our property operating revenues for the three months and year ended December 31, 2011 include approximately $34.5 million and $56.6 million, respectively, of property operating revenues from the 75 properties acquired in the Acquisition during the year ended December 31, 2011.

For the three months ended December 31, 2011, our Core property operating revenues increased approximately 2.5 percent as compared to the same period in 2010. Core property operating expenses for the three months ended December 31, 2011 increased approximately 1.9 percent, resulting in an increase of approximately 3.1 percent to income from Core property operations over the same period in 2010. For the year ended December 31, 2011, our Core property operating revenues increased approximately 1.3 percent and Core property operating expenses decreased approximately 0.1 percent, resulting in an increase of approximately 2.9 percent to income from Core property operations over the same period in 2010. Excluding property management expenses, core income from property operations for the three months and year ended December 30, 2011 increased 3.4 percent and 2.7 percent, respectively
c) Asset-related Transactions
On May 31, 2011, the Company’s operating partnership entered into purchase and other agreements (the “Purchase Agreements”) to acquire a portfolio of 75 manufactured home communities and one RV resort (the “Acquisition Properties”) containing 31,167 sites on approximately 6,500 acres located in 16 states (primarily located in Florida and the northeastern region of the United States) and certain manufactured homes and loans secured by manufactured homes located at the Acquisition Properties (the “Home Related Assets”) for a stated purchase price of $1.43 billion (the “Acquisition”). Total transaction costs associated with the Acquisition for the year ended December 31, 2011 were approximately $18.5 million.
During the six months ended December 31, 2011, the Company closed on 75 Acquisition Properties and certain Home Related Assets associated at such 75 Acquisition Properties for a stated aggregate purchase price of approximately $1.4 billion. The Company acquired 17 of the 75 Acquisition Properties during the three months ended December 31, 2011. The Company funded the purchase price of these 75 closings with (i) the issuance of 1,708,276 shares of its common stock, to the seller with an aggregate stated value under the Purchase Agreements of approximately $99.1 million, (ii) the issuance of 1,740,000 shares of Series B Subordinated Non-Voting Cumulative Preferred Stock (“Series B Preferred Stock”) to the seller with an aggregate stated value under the Purchase Agreements of approximately $100.9 million, (iii) the assumption of approximately $515.0 million of mortgage debt secured by 35 Acquisition Properties, (iv) the net proceeds of approximately $344.0 million, net of offering costs, from a common stock offering of approximately 6.0 million shares, (v) approximately $200 million of cash from an unsecured term loan we closed on July 1, 2011 and (vi) approximately $200 million of cash from new secured financings originated during the third quarter of 2011. The assumed mortgage debt has stated interest rates ranging from 4.65% to 8.87% per annum and matures on dates ranging from 2012 to 2023.
The Purchase Agreement with respect to one property in Michigan has been terminated. We continue to discuss a possible acquisition and perform due diligence on the property, but there can be no assurance that the Company will acquire the property.
 
 	d)	Balance Sheet	
Our cash balance as of December 31, 2011 was approximately $70.5 million. Our average long-term debt balance was approximately $2.3 billion in the quarter, with a weighted average interest rate, including amortization, of approximately 5.46 percent per annum and weighted average maturity of 5.32 years. Interest coverage was approximately 2.7 times in the three months ended December 31, 2011.

e) Guidance
A supplemental package with additional information on December 31, 2011 results, the Acquisition and guidance is available via the Company’s website in the Investor Information section under Quarterly Supplemental Packages and will be filed as Exhibit 99.2 on the Company’s Form 8-K filed on January 24, 2012.
The Company’s guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2012 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases of annual payments under right-to-use contracts, (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts, (vii) performance of the chattel loans purchased by us in connection with the Acquisition, and (viii) our ability to integrate and operate the Acquisition Properties in accordance with our estimates. Results for 2012 also may be impacted by, among other things (i) continued competitive housing options and new home sales initiatives impacting occupancy levels at certain properties; (ii) variability in income from home sales operations, including anticipated expansion projects; (iii) potential effects of uncontrollable factors such as environmental remediation costs and hurricanes; (iv) potential acquisitions, investments and dispositions; (v) mortgage debt maturing during 2012; (vi) changes in interest rates; and (vii) continued initiatives regarding rent control legislation in California and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality at certain of the properties.
As of January 23, 2012, Equity LifeStyle Properties, Inc. owns or has an interest in 382 quality properties in 32 states and British Columbia consisting of 141,175 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
A live webcast of Equity LifeStyle Properties, Inc.’s conference call discussing these results will be available via the Company’s website in the Investor Info section at www.equitylifestyle.com at 10:00 a.m. Central time on January 24, 2012.
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding the Company’s expectations, goals or intentions regarding the future, and the expected effect of the Acquisition on the Company. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
 
 	•	 	the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire);	
 
 	•	 	the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire;	

 	•	 	the Company’s assumptions about rental and home sales markets;	
 
 	•	 	the Company’s assumptions and guidance concerning 2012 estimated net income and funds from operations;	
 
 	•	 	in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers 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 the Acquisition Properties and the Company’s estimates regarding the future performance of the Acquisition Properties;	
 
 	•	 	unanticipated costs or unforeseen liabilities associated with the Acquisition;	
 
 	•	 	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 the Company’s filings with the Securities and Exchange Commission.	
These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
Tables follow:

Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands except for per share data)

 	  	Three Months Ended	 	 	Years Ended	 	
  	  	December 31,
2011	 	 	December 31,
2010	 	 	December 31,
2011	 	 	December 31,
2010	 	
Revenues:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Community base rental income	  	$	99,111	  	 	$	65,285	  	 	$	318,851	  	 	$	259,351	  	
Resort base rental income	  	 	28,631	  	 	 	28,041	  	 	 	130,489	  	 	 	129,481	  	
Right-to-use annual payments	  	 	12,103	  	 	 	12,203	  	 	 	49,122	  	 	 	49,831	  	
Right-to-use contracts current period, gross	  	 	4,760	  	 	 	4,326	  	 	 	17,856	  	 	 	19,496	  	
Right-to-use contracts, deferred, net of prior period
    amortization	  	 	(3,169	) 	 	 	(3,027	) 	 	 	(11,936	) 	 	 	(14,856	) 	
Utility and other income	  	 	13,799	  	 	 	11,060	  	 	 	53,843	  	 	 	48,357	  	
Gross revenues from home sales	  	 	1,807	  	 	 	1,361	  	 	 	6,088	  	 	 	6,120	  	
Brokered resale revenues, net	  	 	198	  	 	 	200	  	 	 	806	  	 	 	918	  	
Ancillary services revenues, net	  	 	(759	) 	 	 	46	  	 	 	1,502	  	 	 	2,504	  	
Interest income	  	 	2,621	  	 	 	1,182	  	 	 	7,000	  	 	 	4,419	  	
Income from other investments, net	  	 	210	  	 	 	496	  	 	 	6,452	  	 	 	5,740	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	159,312	  	 	 	121,173	  	 	 	580,073	  	 	 	511,361	  	
 	 	 	 	 	
Expenses:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property operating and maintenance	  	 	52,206	  	 	 	43,839	  	 	 	200,623	  	 	 	185,786	  	
Real estate taxes	  	 	11,097	  	 	 	7,532	  	 	 	37,619	  	 	 	32,110	  	
Sales and marketing, gross	  	 	2,930	  	 	 	2,706	  	 	 	11,219	  	 	 	12,606	  	
Sales and marketing, deferred commissions, net	  	 	(1,294	) 	 	 	(1,182	) 	 	 	(4,789	) 	 	 	(5,525	) 	
Property management	  	 	9,219	  	 	 	7,733	  	 	 	35,076	  	 	 	32,639	  	
Depreciation on real estate and other costs	  	 	23,780	  	 	 	17,166	  	 	 	79,981	  	 	 	68,125	  	
Amortization of in-place leases	  	 	17,720	  	 	 	—  	  	 	 	28,479	  	 	 	—  	  	
Cost of home sales	  	 	1,663	  	 	 	1,078	  	 	 	5,683	  	 	 	5,396	  	
Home selling expenses	  	 	350	  	 	 	690	  	 	 	1,589	  	 	 	2,078	  	
General and administrative	  	 	5,763	  	 	 	5,517	  	 	 	23,833	  	 	 	22,559	  	
Transaction costs	  	 	1,160	  	 	 	—  	  	 	 	18,493	  	 	 	—  	  	
Rent control initiatives	  	 	210	  	 	 	1	  	 	 	1,009	  	 	 	1,120	  	
Goodwill impairment	  	 	—  	  	 	 	3,635	  	 	 	—  	  	 	 	3,635	  	
Depreciation on corporate assets	  	 	275	  	 	 	245	  	 	 	1,034	  	 	 	1,080	  	
Interest and related amortization	  	 	30,737	  	 	 	21,930	  	 	 	99,668	  	 	 	91,151	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total expenses	  	 	155,816	  	 	 	110,890	  	 	 	539,517	  	 	 	452,760	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before equity in income of unconsolidated joint ventures ventures	  	 	3,496	  	 	 	10,283	  	 	 	40,556	  	 	 	58,601	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity in income of unconsolidated joint ventures	  	 	366	  	 	 	313	  	 	 	1,948	  	 	 	2,027	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated income from continuing operations	  	 	3,862	  	 	 	10,596	  	 	 	42,504	  	 	 	60,628	  	
 	 	 	 	 	
Discontinued Operations:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss from discontinued operations	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(231	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated net income	  	 	3,862	  	 	 	10,596	  	 	 	42,504	  	 	 	60,397	  	
 	 	 	 	 	
Income allocated to non-controlling interest – Common OP Units	  	 	16	  	 	 	(821	) 	 	 	(3,105	) 	 	 	(5,903	) 	
Income allocated to non-controlling interest – Perpetual Preferred OP Units	  	 	—  	  	 	 	(4,039	) 	 	 	(2,801	) 	 	 	(16,140	) 	
Series A Redeemable Perpetual Preferred Stock Dividends	  	 	(4,038	) 	 	 	—  	  	 	 	(13,357	) 	 	 	—  	  	
Series B Redeemable Preferred Stock Dividends	  	 	—  	  	 	 	—  	  	 	 	(466	) 	 	 	—  	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income available for Common Shares	  	$	(160	) 	 	$	5,736	  	 	$	22,775	  	 	$	38,354	  	

Net (loss) income per Common Share – Basic	  	$	(0.00	) 	 	$	0.19	  	 	$	0.64	  	 	$	1.26	  	
Net (loss) income per Common Share – Fully Diluted (1)	  	$	(0.00	) 	 	$	0.18	  	 	$	0.64	  	 	$	1.25	  	
 	 	 	 	 	
Average Common Shares – Basic	  	 	40,263	  	 	 	30,728	  	 	 	35,591	  	 	 	30,517	  	
Average Common Shares and OP Units – Basic	  	 	44,978	  	 	 	35,271	  	 	 	40,004	  	 	 	35,247	  	
Average Common Shares and OP Units – Fully Diluted	  	 	45,296	  	 	 	35,597	  	 	 	40,330	  	 	 	35,518	  	
 
(1)	As a result of the Net loss available for Common Shares for the quarter ended December 31, 2011, the Company’s Common OP Units are considered anti-dilutive, and excluded from the computation of the Net Loss Per Common Share – Fully Diluted for the three months ended December 31, 2011 only.	

Equity LifeStyle Properties, Inc.
(Unaudited)

 	  	Three Months Ended	 	 	Years Ended	 	
Reconciliation of Net (Loss) Income to FFO and FAD
(amounts in 000s, except for per share data)	  	December 31,
2011	 	 	December 31,
2010	 	 	December 31,
2011	 	 	December 31,
2010	 	
Computation of funds from operations:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income available for Common Shares	  	$	(160	) 	 	$	5,736	  	 	$	22,775	  	 	$	38,354	  	
(Loss) income allocated to common OP Units	  	 	(16	) 	 	 	821	  	 	 	3,105	  	 	 	5,903	  	
Series B Redeemable Preferred Stock Dividends	  	 	—  	  	 	 	—  	  	 	 	466	  	 	 	—  	  	
Right-to-use contract upfront payment, deferred, net(1)	  	 	3,169	  	 	 	3,027	  	 	 	11,936	  	 	 	14,856	  	
Right-to-use contract commissions, deferred, net(2)	  	 	(1,294	) 	 	 	(1,182	) 	 	 	(4,789	) 	 	 	(5,525	) 	
Depreciation on real estate assets and other costs	  	 	23,780	  	 	 	17,166	  	 	 	79,981	  	 	 	68,125	  	
Amortization of in-place leases	  	 	17,720	  	 	 	—  	  	 	 	28,479	  	 	 	—  	  	
Depreciation on unconsolidated joint ventures	  	 	308	  	 	 	305	  	 	 	1,229	  	 	 	1,218	  	
Loss on discontinued operations	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	231	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Funds from operations (FFO)	  	$	43,507	  	 	$	25,873	  	 	$	143,182	  	 	$	123,162	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-revenue producing improvements to real estate	  	 	(8,320	) 	 	 	(6,718	) 	 	 	(23,315	) 	 	 	(20,701	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Funds available for distribution (FAD)	  	$	35,187	  	 	$	19,155	  	 	$	119,867	  	 	$	102,461	  	

FFO per Common Share – Basic	  	$	0.97	  	 	$	0.73	  	 	$	3.58	  	 	$	3.49	  	
FFO per Common Share – Fully Diluted	  	$	0.96	  	 	$	0.73	  	 	$	3.55	  	 	$	3.47	  	
 	 	 	 	 	
FAD per Common Share – Basic	  	$	0.78	  	 	$	0.54	  	 	$	3.00	  	 	$	2.91	  	
FAD per Common Share – Fully Diluted	  	$	0.78	  	 	$	0.54	  	 	$	2.97	  	 	$	2.88	  	
 
(1)	The Company is required by GAAP to defer recognition of the non-refundable upfront payments from the entry of right-to-use contracts over the estimated customer life. The customer life is currently estimated to range from one to 31 years and is determined based upon historical attrition rates provided to the Company by Privileged Access. The amount shown represents the deferral of a substantial portion of current period contract sales, offset by the amortization of prior period sales.	
(2)	The Company is required by GAAP to defer recognition of the commission paid related to the entry of right-to-use contracts. The deferred commissions will be amortized on the same method as the related non-refundable upfront payments from the entry of right-to-use contracts. The amount shown represents the deferral of a substantial portion of current period contract commissions, offset by the amortization of prior period commissions.	

 	  	As of
December 31,
2011	 	  	As of
December 31,
2010	 	
Total Common Shares and OP Units Outstanding:	  	 	 	 	  	 	 	 	
Total Common Shares Outstanding	  	 	41,078,200	  	  	 	30,972,353	  	
Total Common OP Units Outstanding	  	 	4,103,067	  	  	 	4,431,420	  	
 	 	 	
 	  	December 31,
2011
(amounts in 000s)	 	  	December 31,
2010
(amounts in 000s)	 	
Selected Balance Sheet Data:	  	 	 	 	  	 	 	 	
Net investment in real estate	  	$	3,265,447	  	  	$	1,884,322	  	
Cash and short-term investments	  	$	70,460	  	  	$	64,925	  	
Total assets	  	$	3,496,664	  	  	$	2,048,395	  	
 	 	 	
Mortgage notes payable	  	$	2,084,683	  	  	$	1,412,919	  	
Term loan	  	$	200,000	  	  	$	—  	  	
Unsecured lines of credit(1)	  	$	—  	  	  	$	—  	  	
Total liabilities	  	$	2,497,384	  	  	$	1,588,237	  	
Perpetual Preferred OP Units	  	$	—  	  	  	$	200,000	  	
8.034% Series A Cumulative Redeemable Perpetual Preferred Stock	  	$	200,000	  	  	$	—  	  	
Total equity	  	$	799,280	  	  	$	260,158	  	
 
(1)	As of December 31, 2011, the Company had an unsecured line of credit with a borrowing capacity of $380.0 million which accrued interest at a rate of LIBOR plus 1.65% to 2.50% per annum and contained a 0.30% to 0.40% facility fee. The unsecured line of credit matures on September 18, 2015 and has an eight-month extension option.	

Equity LifeStyle Properties, Inc.
(Unaudited)
Summary of Total Sites as of December 31, 2011:

 	  	Sites	 	
Community sites	  	 	74,100	  	
Resort sites:	  	 	 	 	
Annuals	  	 	21,000	  	
Seasonal	  	 	9,000	  	
Transient	  	 	9,700	  	
Membership(1)	  	 	24,300	  	
Joint Ventures(2)	  	 	3,100	  	
 	  	 	 	 	
 	  	 	141,200	  	

(1)	Sites primarily utilized by approximately 105,000 members.	
(2)	Joint Venture income is included in Equity in income from unconsolidated joint ventures.	

 	  	Three Months Ended	 	 	Years Ended	 	
Manufactured Home Site Figures and
Occupancy Averages: (1)	  	December 31,
2011	 	 	December 31,
2010	 	 	December 31,
2011	 	 	December 31,
2010	 	
Total Sites	  	 	71,828	  	 	 	44,232	  	 	 	55,709	  	 	 	44,232	  	
Occupied Sites	  	 	63,886	  	 	 	39,965	  	 	 	49,847	  	 	 	39,880	  	
Occupancy %	  	 	88.9	% 	 	 	90.4	% 	 	 	89.5	% 	 	 	90.2	% 	
Core Occupancy %	  	 	91.2	% 	 	 	90.6	% 	 	 	90.9	% 	 	 	90.4	% 	
Monthly Base Rent Per Site	  	$	517.12	  	 	$	544.52	  	 	$	533.05	  	 	$	541.94	  	
Core (2) Monthly Base Rent Per Site $51	  	$	556.91	  	 	$	544.58	  	 	$	554.08	  	 	$	542.01	  	

 	  	Three Months Ended	 	  	Years Ended	 	
Home Sales: (1) (Dollar amounts in thousands)	  	December 31,
2011	 	  	December 31,
2010	 	  	December 31,
2011	 	  	December 31,
2010	 	
New Home Sales Volume(3)	  	 	11	  	  	 	20	  	  	 	51	  	  	 	82	  	
New Home Sales Gross Revenues	  	$	612	  	  	$	584	  	  	$	2,278	  	  	$	2,695	  	
Used Home Sales Volume(4)	  	 	290	  	  	 	218	  	  	 	893	  	  	 	795	  	
Used Home Sales Gross Revenues	  	$	1,195	  	  	$	777	  	  	$	3,810	  	  	$	3,425	  	
Brokered Home Resale Volume	  	 	162	  	  	 	148	  	  	 	711	  	  	 	673	  	
Brokered Home Resale Revenues, net	  	$	198	  	  	$	200	  	  	$	806	  	  	$	918	  	
 
(1)	Results of continuing operations, excludes discontinued operations.	
(2)	The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The 2011 Core Portfolio includes all Properties acquired prior to December 31, 2009 and which have been owned and operated by the Company continuously since January 1, 2010. Core growth percentages exclude the impact of GAAP deferrals of membership sales and related commission.	
(3)	The year ended December 31, 2011, included three third-party dealer sales. The quarter and year ended December 31, 2010, included six and 19 third-party dealer sales, respectively.	
(4)	The years ended December 31, 2011 and 2010, included one and ten third-party dealer sales, respectively.	

Equity LifeStyle Properties, Inc.
Non-GAAP Financial Measures
Funds from Operations (“FFO”), is a non-GAAP financial measure. The Company believes that FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
The Company defines FFO as net income, computed in accordance with GAAP, excluding gains or actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company receives up-front non-refundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, the Company believes that it is appropriate to adjust for the impact of the deferral activity in its calculation of FFO. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or actual or estimated losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront non-refundable payments and expense deferral of right-to-use contract commissions also facilitates the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating the Company’s operating performance. The Company computes FFO in accordance with its interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company does. Funds available for distribution (“FAD”) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating the Company’s operating performance. FFO and FAD do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of the Company’s financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions.

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	
 
Overview
The Company
Equity LifeStyle Properties, Inc. (“ELS”, “we”, ‘us”, “our” or the “Company”) (NYSE:ELS) was formed in December 1992 as a Maryland corporation to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated properties since 1969. We have been a public company since 1993 and have elected to be taxed as a real estate investment trust, or a REIT, for U.S. federal income tax purposes commencing with our taxable year ended December 31, 1993.
We are a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). We lease individual developed areas, or sites, with access to utilities for placement of factory-built homes, cottages, cabins or recreational vehicles (“RVs”). Customers may lease individual sites or enter right-to-use contracts providing the customer access to specific Properties for limited stays. As of January 23, 2012, we owned or had an ownership interest in a portfolio of 382 Properties located throughout the United States and Canada containing 141,175 residential sites. These Properties are located in 32 states and British Columbia.
This Supplemental Package was prepared to provide (1) certain operational information about the Company for the periods ended December 31, 2011 and 2010, (2) details of the Company’s guidance assumptions for 2012 and (3) information about the Acquisition.
On May 31, 2011, through our operating partnership, we entered into purchase agreements to acquire a portfolio of 75 manufactured home communities and one RV resort (the “Acquisition Properties”) containing 31,167 sites on approximately 6,500 acres located in 16 states and certain manufactured homes and loans secured by manufactured homes located at the Acquisition Properties for a stated purchase price of $1.43 billion (the “Acquisition”).
As of January 23, 2012, we have closed on 75 Acquisition Properties. Additional details on the Acquisition can be found in the Company’s Current Reports on Form 8-K dated May 31, 2011, July 1, 2011, August 1, 2011, September 1, 2011, October 3, 2011, October 11, 2011, October 21, 2011 and December 8, 2011.
The purchase agreement with respect to one Acquisition Property in Michigan has been terminated, but we continue to discuss a possible acquisition of this property with the sellers of the other Acquisition Properties. The Company is continuing to perform due diligence on the property, but there can be no assurance that the Company will acquire the property. The Company’s 2012 guidance assumes we will acquire this property in 2012.
Certain statements made within this Supplemental Package may include certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding the Company’s expectations, goals or intentions regarding the future, and the expected effect of the Acquisition on the Company. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
 
 	•	 	the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire);	
 
 	•	 	the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire;	
 
 	•	 	the Company’s assumptions about rental and home sales markets;	
 
 	•	 	the Company’s assumptions and guidance concerning 2012 estimated net income and funds from operations;	
 
 	•	 	in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers 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 the Acquisition Properties and the Company’s estimates regarding the future performance of the Acquisition Properties.	
 
 	•	 	unanticipated costs or unforeseen liabilities associated with the Acquisition;	
 
 	•	 	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 the Company’s filings with the Securities and Exchange Commission.	
These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
 
2

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Table of Contents

 	  	Page	 	
Fourth Quarter 2011 — Selected Financial Data	  	 	4	  	
 	 	
Three Months and Year Ended December 31, 2011 and 2010	  	 	 	 	
Consolidated Income from Property Operations	  	 	5	  	
Core Income from Property Operations	  	 	6	  	
2011 Acquisitions — Income from Property Operations	  	 	7	  	
Income from Home Rental Operations	  	 	8	  	
 	 	
2012 Guidance	  	 	 	 	
2012 Guidance — Selected Financial Data	  	 	9	  	
First Quarter 2012 Guidance — Selected Financial Data	  	 	10	  	
2012 Core Guidance Assumptions	  	 	11	  	
2011 Acquisition Property Assumptions for 2012	  	 	12	  	
Acquisition Chattel Loan Assumptions	  	 	13	  	
 	 	
Other	  	 	 	 	
Debt Maturity Table	  	 	14	  	
Non-GAAP Financial Measures	  	 	15	  	
 
3

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Fourth Quarter 2011 — Selected Financial Data

(In $US Millions, except per share data, unaudited)	 	Three Months Ended
31-Dec-11	 	
Income from Property Operations — 2011 Core(1)	 	$	69.3	  	
Income from Property Operations — Acquisition properties (2)	 	 	23.0	  	
Property Management and general and administrative	 	 	(15.0	) 	
Other Income and Expenses	 	 	2.2	  	
Financing Costs and Other	 	 	(34.8	) 	
 	 	 	 	 	
Funds from Operations (FFO), excluding transaction costs(3)	 	 	44.7	  	
2011 Acquisition Transaction Costs	 	 	(1.2	) 	
 	 	 	 	 	
Funds from Operations (FFO)(3)	 	 	43.5	  	
Depreciation on Real Estate and Other	 	 	(24.1	) 	
Amortization of In-Place Leases	 	 	(17.7	) 	
Deferral of right-to-use contract sales revenue and commission, net	 	 	(1.9	) 	
Loss Allocated to OP Units	 	 	0.0	  	
 	 	 	 	 	
Net Loss Available to Common Shares	 	$	(0.2	) 	

Net Loss Per Common Share — Basic and Fully Diluted(4)	 	$	(0.00	) 	
FFO Per Share, excluding transaction costs — Fully Diluted	 	$	0.99	  	
FFO Per Share — Fully Diluted	 	$	0.96	  	
 	 	
Weighted Average Common Shares Outstanding — Basic(4)	 	 	45.0	  	
Weighted Average Shares Outstanding — Fully Diluted	 	 	45.3	  	
 
1)	See page 6 for 2011 Core income from property operations detail.	
2)	See page 7 for 2011 Acquisition income from property operations detail. Represents actual performance of Acquisition Properties acquired by the Company during the six months ended December 31, 2011.	
3)	See page 15 for definition of FFO.	
4)	As a result of the Net loss available for Common Shares, the Company’s common OP Units are considered anti-dilutive, and therefore were excluded from the computation of the Net Loss Per Common Share – Basic and Fully Diluted.	
 
4

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Consolidated Income from Property Operations(1)
(In $US Millions, unaudited)

 	  	Three Months
Ended
31-Dec-11	 	  	Three Months
Ended
31-Dec-10	 	  	Year Ended
31-Dec-11	 	  	Year Ended
31-Dec-10	 	
Community base rental income	  	$	99.1	  	  	$	65.3	  	  	$	318.9	  	  	$	259.3	  	
Resort base rental income(2)	  	 	28.6	  	  	 	28.0	  	  	 	130.5	  	  	 	129.5	  	
Right-to-use annual payments	  	 	12.1	  	  	 	12.2	  	  	 	49.1	  	  	 	49.8	  	
Right-to-use contracts current period, gross	  	 	4.8	  	  	 	4.3	  	  	 	17.9	  	  	 	19.5	  	
Utility and other income	  	 	13.8	  	  	 	11.1	  	  	 	53.8	  	  	 	48.4	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Property operating revenues	  	 	158.4	  	  	 	120.9	  	  	 	570.2	  	  	 	506.5	  	
Property operating expenses	  	 	66.2	  	  	 	54.1	  	  	 	249.5	  	  	 	230.5	  	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Income from property operations	  	$	92.2	  	  	$	66.8	  	  	$	320.7	  	  	$	276.0	  	

1)	See January 23, 2012 ELS press release for a complete Consolidated Statement of Operations. The line items that the Company includes in property operating revenues are also individually included in our Consolidated Statement of Operations. Property operating expenses above include the captions “property operating and maintenance”, “real estate taxes” and “sales and marketing, gross” that each appear on our Consolidated Statement of Operations, and excludes property management expenses.	
2)	Resort base rental income is comprised of the following:	

 	  	Three Months
Ended
31-Dec-11	 	  	Three Months
Ended
31-Dec-10	 	  	Year Ended
31-Dec-11	 	  	Year Ended
31-Dec-10	 	
Annual	  	$	21.3	  	  	$	20.4	  	  	$	83.3	  	  	$	79.8	  	
Seasonal	  	 	4.0	  	  	 	4.1	  	  	 	20.7	  	  	 	21.6	  	
Transient	  	 	3.3	  	  	 	3.5	  	  	 	26.5	  	  	 	28.1	  	
 
5

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	
 
Core(1) Income from Property Operations
(In $US Millions, except Note 4, unaudited)

 	  	Three Months
Ended
31-Dec-11	 	  	Three Months
Ended
31-Dec-10	 	  	%
Change  (2)	 	 	Year Ended
31-Dec-11	 	  	Year Ended
31-Dec-10	 	  	%
Change  (2)	 	
Community base rental income(3)	  	$	67.2	  	  	$	65.3	  	  	 	2.9	% 	 	$	266.6	  	  	$	259.3	  	  	 	2.8	% 	
Resort base rental income(4)	  	 	28.5	  	  	 	27.9	  	  	 	1.8	% 	 	 	130.0	  	  	 	129.2	  	  	 	0.6	% 	
Right-to-use annual payments	  	 	12.1	  	  	 	12.2	  	  	 	-0.5	% 	 	 	49.0	  	  	 	49.8	  	  	 	-1.5	% 	
Right-to-use contracts current period, gross	  	 	4.7	  	  	 	4.3	  	  	 	10.0	% 	 	 	17.9	  	  	 	19.5	  	  	 	-8.4	% 	
Utility and other income	  	 	11.2	  	  	 	11.0	  	  	 	1.5	% 	 	 	49.4	  	  	 	48.3	  	  	 	2.3	% 	
 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Property operating revenues	  	 	123.7	  	  	 	120.7	  	  	 	2.5	% 	 	 	512.9	  	  	 	506.1	  	  	 	1.3	% 	
Property operating expenses	  	 	54.4	  	  	 	53.7	  	  	 	1.3	% 	 	 	229.1	  	  	 	229.8	  	  	 	-0.3	% 	
 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Income from property operations	  	$	69.3	  	  	$	67.0	  	  	 	3.4	% 	 	$	283.8	  	  	$	276.3	  	  	 	2.7	% 	

1)	2011 Core properties include properties we owned and operated during all of 2010 and 2011. Excludes property management expenses and the GAAP deferral of right to use contract upfront payments and related commissions, net.	
2)	Calculations prepared using unrounded numbers.	
3)	Core manufactured home site and occupancy statistics:	

 	  	As of
31-Dec-11	 	
Occupied Sites	  	 	40,258	  	
Total Sites	  	 	44,104	  	
Occupancy Percentage	  	 	91.3	% 	
Monthly Base Rent Per Site	  	$	558	  	
 
4)	Resort base rental income is comprised of the following:	

 	  	Three  Months
Ended
31-Dec-11	 	  	Three  Months
Ended
31-Dec-10	 	  	%
Change   (2)	 	 	Year Ended
31-Dec-11	 	  	Year Ended
31-Dec-10	 	  	%
Change   (2)	 	
Annual	  	$	21.3	  	  	$	20.4	  	  	 	4.3	% 	 	$	83.3	  	  	$	79.8	  	  	 	4.3	% 	
Seasonal	  	 	4.0	  	  	 	4.1	  	  	 	-4.0	% 	 	 	20.5	  	  	 	21.6	  	  	 	-4.9	% 	
Transient	  	 	3.2	  	  	 	3.4	  	  	 	-5.8	% 	 	 	26.2	  	  	 	27.8	  	  	 	-5.9	% 	
 
6

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

2011 Acquisition — Income from Property Operations(1)
(In $US Millions, except Note 3, unaudited)

  	  	Three Months
Ended
31-Dec-11	 	  	Year
Ended
31-Dec-11	 	
Community base rental income(3)	  	$	31.9	  	  	$	52.2	  	
Utility income and other property income	  	 	2.6	  	  	 	4.4	  	
 	  	 	 	 	  	 	 	 	
Property operating revenues	  	 	34.5	  	  	 	56.6	  	
Property operating expenses	  	 	11.5	  	  	 	19.1	  	
 	  	 	 	 	  	 	 	 	
Income from property operations(2)	  	$	23.0	  	  	$	37.5	  	

1)	Represents actual performance of Acquisition Properties acquired by the Company during the six months ended December 31, 2011. The Company acquired (i) 35 Acquisition Properties on July 1, 2011, (ii) 16 Acquisition Properties on August 1, 2011, (iii) 7 Acquisition Properties on September 1, 2011, (iv) 10 Acquisition Properties in October 2011 and (v) seven Acquisition Properties on December 8, 2011.	
2)	Excludes property management expenses.	
3)	Manufactured home site and occupancy statistics for the 2011 Acquisitions described in Footnote 1 above as of December 31, 2011:	

 	  	Total as of
31-Dec-11	 	 	Michigan
only	 	 	Total less
Michigan	 	
Occupied Sites	  	 	25,753	  	 	 	3,973	  	 	 	21,780	  	
Total Sites	  	 	29,890	  	 	 	5,884	  	 	 	24,006	  	
Occupancy Percentage	  	 	86.2	% 	 	 	67.5	% 	 	 	90.7	% 	
Average Base Rent Per Occupied Site	  	$	447	  	 	$	461	  	 	$	444	  	
 
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 	 	Equity LifeStyle Properties, Inc.	

Income from Home Rental Operations
(In $US Millions except occupied rentals, unaudited)

 	  	Three Months
Ended
31-Dec-11	 	 	Three  Months
Ended
31-Dec-10	 	 	Year
Ended
31-Dec-11	 	 	Year
Ended
31-Dec-10	 	
Manufactured homes (MH):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Home	  	$	3.7	  	 	$	2.5	  	 	$	12.4	  	 	$	8.3	  	
Used Home	  	 	6.0	  	 	 	3.4	  	 	 	18.6	  	 	 	12.0	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rental operations revenues(1)	  	 	9.7	  	 	 	5.9	  	 	 	31.0	  	 	 	20.3	  	
Rental operations expense	  	 	(1.4	) 	 	 	(0.9	) 	 	 	(4.5	) 	 	 	(3.0	) 	
Depreciation	  	 	(1.2	) 	 	 	(0.8	) 	 	 	(4.3	) 	 	 	(2.8	) 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from rental operations	  	$	7.1	  	 	$	4.2	  	 	$	22.2	  	 	$	14.5	  	

Net basis in new MH rental units as of:	  	$	79.9	  	 	$	59.1	  	 	 	 	 	 	 	 	 	
Net basis in used MH rental units as of(2):	  	$	57.0	  	 	$	23.2	  	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Number of occupied rentals—new, end of period:	  	 	1,352	  	 	 	801	  	 	 	 	 	 	 	 	 	
Number of occupied rentals—used, end of period(2):	  	 	3,071	  	 	 	1,644	  	 	 	 	 	 	 	 	 	
 
1)	For the three months and year ended December 31, 2011, approximately $7.0 million and $23.0 million, respectively, are included in Community base rental income in the Income from Property Operations table on pages 5 and 6. For the three months and year ended December 31, 2010, approximately $4.4 million and $15.4 million, respectively, are included in Community base rental income in the Income from Property Operations table on pages 5 and 6. The remainder of the Income from rental operations activity is included in the caption “Ancillary services revenues, net” on our Consolidated Statement of Operations.	
2)	During the six months ended December 31, 2011, we purchased manufactured homes located at the 75 Acquisition Properties purchased during the second half of 2011 at a cost of approximately $24.4 million. As of December 31, 2011, approximately 1,100 of the occupied used rentals are located at the 75 Acquisition Properties. As further discussed on page 13 of this Supplemental Package, we also acquired almost 2,300 chattel loans secured by homes located at the Acquisition Properties. Our 2012 guidance assumes that there will be a 10 percent annual default rate on these chattel loans and as homes are repossessed they are expected to be made available to rent.	
 
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 	 	Equity LifeStyle Properties, Inc.	

2012 Guidance — Selected Financial Data(1)
The Company’s guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2012 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases of annual payments under right-to-use contracts, (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts, (vii) performance of the chattel loans purchased by us in connection with the Acquisition, and (viii) our ability to integrate and operate the Acquisition Properties in accordance with our estimates.
(In $US Millions, except per share data, unaudited)

  	  	Year Ended
December 31,
2012	 	
Income from Property Operations — 2012 Core(2)	  	$	288.8	  	
Income from Property Operations — 2011 Acquisition properties(3)	  	 	101.3	  	
Property Management and general and administrative	  	 	(64.9	) 	
Other Income and Expenses(4)	  	 	17.3	  	
Financing Costs and Other	  	 	(141.4	) 	
 	  	 	 	 	
Funds from Operations (FFO)(5)	  	$	201.1	  	
Depreciation on Real Estate and Other	  	 	(99.6	) 	
Amortization of In-Place Leases	  	 	(45.3	) 	
Deferral of right-to-use contract sales revenue and commission, net	  	 	(7.1	) 	
Income Allocated to OP Units	  	 	(4.4	) 	
 	  	 	 	 	
Net Income Available to Common Shares	  	$	44.7	  	
 	  	 	 	 	
Net Income Per Common Share — Fully Diluted	  	$	0.98 -$1.18	  	
FFO Per Share — Fully Diluted	  	$	4.32 -$4.52	  	
 	 	
Weighted Average Shares Outstanding — Fully Diluted	  	 	45.5	  	
 
1)	Each line item represents the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome. Actual FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions are incorrect. The FFO and Net Income guidance above includes $1.4 million and ($0.5) million, respectively, from one Acquisition Property in Michigan that the Company has not acquired to-date. This is the only property we currently do not own included in our 2012 guidance assumptions. See Overview on page 2 for additional information.	
2)	See page 11 for 2012 Core growth assumptions. Amount represents estimated 2012 Core income from property operations in 2011 of $283.3 million multiplied by an estimated growth rate of 1.9%.	
3)	See page 12 for 2011 Acquisition assumptions.	
4)	See page 13 for assumption related to interest income included in Other Income and Expenses.	
5)	See page 15 for definition of FFO.	
 
9

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

First Quarter 2012 Guidance — Selected Financial Data(1)
The Company’s guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2012 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases of annual payments under right-to-use contracts, (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts, (vii) performance of the chattel loans purchased by us in connection with the Acquisition, and (viii) our ability to integrate and operate the Acquisition Properties in accordance with our estimates.
(In $US Millions, except per share data, unaudited)

 	  	Three months ended
March 31, 2012	 	
Income from Property Operations — 2012 Core(2)	  	$	78.0	  	
Income from Property Operations — 2011 Acquisition properties (3)	  	 	25.7	  	
Property Management and general and administrative	  	 	(16.5	) 	
Other Income and Expenses(4)	  	 	4.9	  	
Financing Costs and Other	  	 	(35.4	) 	
 	  	 	 	 	
Funds from Operations (FFO)(5)	  	$	56.7	  	
Depreciation on Real Estate and Other	  	 	(24.9	) 	
Amortization of In-Place Leases	  	 	(18.3	) 	
Deferral of right-to-use contract sales revenue and commission, net (6)	  	 	(1.5	) 	
Income Allocated to OP Units	  	 	(1.1	) 	
 	  	 	 	 	
Net Income Available to Common Shares(6)	  	$	10.9	  	

Net Income Per Common Share — Fully Diluted	  	$	0.21 -$0.31	  	
FFO Per Share — Fully Diluted	  	$	1.20 -$1.30	  	
 	 	
Weighted Average Shares Outstanding — Fully Diluted	  	 	45.4	  	
 
1)	Each line item represents the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome. Actual FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions are incorrect.	
2)	See page 11 for Core growth assumptions. Amount represents Core Income from property operations for the 2012 Core during the three months ended March 31, 2011 of $77.0 million multiplied by an estimated growth rate of 1.3%.	
3)	See page 12 for 2011 Acquisition assumptions.	
4)	See page 13 for Assumptions related to interest income included in Other Income and Expenses.	
5)	See page 15 for definition of FFO.	
6)	Due to the uncertain timing and extent of right to use upfront payments and the resulting deferrals, actual income could differ materially from expected net income.	
 
10

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

2012 Core(1) Guidance Assumptions — Income from Property Operations
(In $US Millions, unaudited)

 	  	Year ended
12/31/2011	 	 	2012 Growth
Factors  (2)	 	 	Quarter ended
3/31/2011	 	 	1Q 2012 Growth
Factors  (2)	 	
Community Base Rental Income	  	$	266.6	  	 	 	2.3	% 	 	$	66.2	  	 	 	2.7	% 	
Resort Base Rental Income(3)	  	 	130.4	  	 	 	2.1	% 	 	 	36.4	  	 	 	2.4	% 	
Right to Use Annual Payments	  	 	49.1	  	 	 	-0.5	% 	 	 	12.0	  	 	 	-0.3	% 	
Right to Use Contracts	  	 	17.9	  	 	 	0.9	% 	 	 	3.9	  	 	 	-0.2	% 	
Utility and Other Income	  	 	49.5	  	 	 	1.6	% 	 	 	13.1	  	 	 	1.0	% 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property Operating Revenues	  	 	513.5	  	 	 	1.9	% 	 	 	131.6	  	 	 	2.1	% 	
Property Operating Expenses	  	 	(230.2	) 	 	 	1.8	% 	 	 	(54.6	) 	 	 	3.4	% 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from Property Operations	  	$	283.3	  	 	 	1.9	% 	 	$	77.0	  	 	 	1.3	% 	

1)	2012 Core properties include properties we expect to own and operate during all of 2011 and 2012. Excludes property management expenses and the GAAP deferral of right to use contract upfront payments and related commissions, net.	
2)	Management’s estimate of the growth of the 2012 Core in 2012 compared to actual 2011 performance. Represents the mid-point of a range of possible outcomes. Calculations prepared using unrounded numbers.	
3)	Resort base rental income is comprised of the following:	

 	  	Year ended
12/31/2011	 	  	2012 Growth
Factors  (2)	 	 	Quarter ended
3/31/2011	 	  	1Q 2012 Growth
Factors  (2)	 	
Annual	  	$	83.3	  	  	 	3.4	% 	 	$	20.3	  	  	 	3.9	% 	
Seasonal	  	 	20.7	  	  	 	-0.7	% 	 	 	11.6	  	  	 	0.0	% 	
Transient	  	 	26.4	  	  	 	0.0	% 	 	 	4.5	  	  	 	1.7	% 	
 
11

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

2011 Acquisition Property Assumptions in 2012(1)
(In $US Millions, unaudited)

  	  	Year ended
December 31, 2012	 	 	Three months ended
March 31, 2012	 	
Community base rental income	  	$	141.8	  	 	$	35.3	  	
Resort base rental income	  	 	0.7	  	 	 	0.3	  	
Utility income and other property income	  	 	13.1	  	 	 	3.5	  	
 	  	 	 	 	 	 	 	 	
Property operating revenues	  	 	155.6	  	 	 	39.1	  	
 	 	 	
Property operating expenses	  	 	(54.3	) 	 	 	(13.4	) 	
 	  	 	 	 	 	 	 	 	
Income from property operations	  	$	101.3	  	 	$	25.7	  	

1)	Each line item represents our estimate of the mid-point of a possible range of outcomes for the 75 Acquisition Properties purchased during the six months ended December 31, 2011 and one Acquisition Property, located in Michigan, the Company has not closed on to-date. The Company is continuing to perform due diligence on the property, but there can be no assurance that the Company will acquire this Acquisition Property.	
 
12

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Acquisition Chattel Loan Assumptions
2012 Guidance (unaudited)
Other Income and Expense guidance for 2012 includes interest income of approximately $5.7 million for the year ended December 31, 2012 from Notes Receivable acquired from the seller in connection with the purchase of 75 Acquisition Properties during 2011 and the potential acquisition of one additional Michigan Acquisition Property in 2012. The Notes Receivable are secured by manufactured homes located at the Acquisition Properties. As of December 31, 2011 the Company’s carrying value of the Notes Receivable was approximately $34.8 million. The Company’s carrying value is based on a third party valuation utilizing 2011 market transactions. Factors used in determining the carrying value included delinquency status, market interest rates and recovery assumptions. The following table provides a summary of the Notes Receivable we expect to acquire and certain assumptions about future performance. There can be no assurance that the Notes Receivable will perform in accordance with this table.

Summary of loans to be acquired in the Acquisition (in $US Millions)	  	 	 	 	
Contractual cash flows to maturity beginning 1/1/2012	  	$	211	  	
Expected cash flows to maturity beginning 1/1/2012	  	 	98	  	
Face value of loans at acquisition	  	 	113	  	
Carrying value of loans at acquisition	  	 	42	  	
Expected interest income to maturity beginning 1/1/2012	  	 	56	  	
An increase in the estimate of expected cash flows would generally result in additional interest income to be recognized over the remaining life of the underlying pool of loans. A decrease in the estimate of expected cash flows could result in an impairment loss to the carrying value of the loans. The following summarizes our assumptions with respect to the interest income guidance for 2012.

Assumptions	  	 	 	 	
Defaults per year, for eight years	  	 	10	% 	
Recoveries as percentage of defaults	  	 	25	% 	
Expected yield	  	 	17	% 	
 	 	
Guidance Estimates (in $US Millions)	  	2012	 	
Average carrying amount of loans	  	$	33.3	  	
Contractual principal pay downs	  	 	4.0	  	
Contractual interest income	  	 	7.8	  	
Expected cash flows applied to principal	  	 	5.4	  	
Expected cash flows applied to interest income	  	 	5.7	  	
 
13

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Debt Maturity Table(1)
(In $US Millions, unaudited)

Year	  	Amount	 	
2012	  	$	35	  	
2013	  	 	117	  	
2014	  	 	200	  	
2015	  	 	602	  	
2016	  	 	231	  	
2017	  	 	293	  	
2018	  	 	208	  	
2019	  	 	217	  	
2020	  	 	140	  	
2021+	  	 	210	  	
 	  	 	 	 	
 	  	$	2,253	  	
 
1)	Represents the Company’s mortgage notes payable excluding net note premiums, and the Company’s $200 million term loan as of December 31, 2011.	
 
14

 	 	 	
 	 	Equity LifeStyle Properties, Inc.	

Non–GAAP Financial Measures
Funds from Operations (“FFO”) — a non-GAAP financial measure. The Company believes that FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
The Company defines FFO as net income, computed in accordance with GAAP, excluding gains or actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company receives up-front non-refundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, the Company believes that it is appropriate to adjust for the impact of the deferral activity in its calculation of FFO. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or actual or estimated losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront non-refundable payments and expense deferral of right-to-use contract commissions also facilitates the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating the Company’s operating performance. The Company computes FFO in accordance with its interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company does. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating the Company’s operating performance. FFO do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of the Company’s financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions.
 
15