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

 	
FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the Fiscal Year Ended December 31, 2012 
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from            to                     
Commission File Number: 1-11718

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

Maryland	 	36-3857664	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(I.R.S. Employer
Identification No.)	
 	 	
Two North Riverside Plaza,
Suite 800, Chicago, Illinois	 	60606	
(Address of Principal
Executive Offices)	 	(Zip Code)	
(312) 279-1400
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 Par Value	 	New York Stock Exchange	
(Title of Class)	 	(Name of exchange on which registered)	
 	 	
6.75% Series C Cumulative Redeemable
Perpetual Preferred Stock, $0.01 Par Value	 	New York Stock Exchange	
(Title of Class)	 	(Name of exchange on which registered)	
Securities registered pursuant to Section 12(g) of the Act:
None

 	
  
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  x    No  o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  o    No  x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o	
 	 	 	 	
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o	
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o    No  x
The aggregate market value of voting stock held by non-affiliates was approximately $2,643.9 million as of June 29, 2012 based upon the closing price of $68.97 on such date using beneficial ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned by Directors and Officers, some of whom may not be held to be affiliates upon judicial determination.
At February 26, 2013, 41,673,959 shares of the Registrant’s common stock were outstanding.

 	
 
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference portions of the Registrant’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 8, 2013.

Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS

 	 	 	 	
 	 	 	 	
 	 	 	Page	
PART I.	 	 	 	
 	 	 	 	
 	Item 1.	Business	1	
 	Item 1A.	Risk Factors	7	
 	Item 1B.	Unresolved Staff Comments	15	
 	Item 2.	Properties	16	
 	Item 3.	Legal Proceedings	29	
 	Item 4.	Mine Safety Disclosure	29	
 	 	 	 	
PART II.	 	 	 	
 	 	 	 	
 	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30	
 	Item 6.	Selected Financial Data	31	
 	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31	
 	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46	
 	 	Forward-Looking Statements	47	
 	Item 8.	Financial Statements and Supplementary Data	47	
 	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47	
 	Item 9A.	Controls and Procedures	47	
 	Item 9B.	Other Information	48	
 	 	 	 	
PART III.	 	 	 	
 	 	 	 	
 	Item 10.	Directors, Executive Officers and Corporate Governance	49	
 	Item 11.	Executive Compensation	49	
 	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49	
 	Item 13.	Certain Relationships and Related Transactions and Director Independence	49	
 	Item 14.	Principal Accountant Fees and Services	49	
 	 	 	 	
PART IV.	 	 	 	
 	 	 	 	
 	Item 15.	Exhibits and Financial Statement Schedules	50	

 

-i-

PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as the “Company” or “ELS.” ELS elected to be taxed as a real estate investment trust (“REIT”), for U.S. federal income tax purposes commencing with its taxable year ended December 31, 1993.
The Company is a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). The Company leases individual developed areas (“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. The Company was formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. As of December 31, 2012, the Company owned or had an ownership interest in a portfolio of 383 Properties located throughout the United States and Canada, consisting of 142,679 residential sites. These Properties are located in 32 states and British Columbia (with the number of Properties in each state or province shown parenthetically) as follows: Florida (119), California (49), Arizona (41), Michigan (15), Pennsylvania (15), Texas (17), Washington (14), Colorado (10), Oregon (9), North Carolina (8), Delaware (7), Indiana (7), Nevada (7), New York (7), Virginia (7), Maine (5), Massachusetts (5), Wisconsin (5), Idaho (4), Illinois (4), Minnesota (4), New Jersey (4), South Carolina (3), Utah (3), Maryland (2), New Hampshire (2), North Dakota (2), Ohio (2), Tennessee (2), Alabama (1), Connecticut (1), Kentucky (1), and British Columbia (1).
Properties are designed and improved for several home options of various sizes and designs that are produced off-site, installed and set on designated sites (“Site Set”) within the Properties. These homes can range from 400 to over 2,000 square feet. The smallest of these homes are referred to as “Resort Cottages.” Properties may also have sites that can accommodate a variety of RVs. Properties generally contain centralized entrances, internal road systems and designated sites. In addition, Properties often provide a clubhouse for social activities and recreation and other amenities, which may include restaurants, swimming pools, golf courses, lawn bowling, shuffleboard courts, tennis courts, laundry facilities and cable television service. In some cases, utilities are provided or arranged for by the Company; otherwise, the customer contracts for the utility directly. Some Properties provide water and sewer service through municipal or regulated utilities, while others provide these services to customers from on-site facilities. Properties generally are designed to attract retirees, empty-nesters, vacationers and second home owners; however, certain of the Company’s Properties focus on affordable housing for families. The Company focuses on owning properties in or near large metropolitan markets and retirement and vacation destinations.
Employees and Organizational Structure
The Company has an annual average of approximately 3,600 full-time, part-time and seasonal employees dedicated to carrying out its operating philosophy and strategies of stockholder value enhancement and service to its customers. The operations of each Property are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers, each of whom works to provide maintenance and care to the Properties. The on-site team of employees at each Property also provides customer service and coordinates lifestyle-oriented activities for customers. Direct supervision of on-site management is the responsibility of the Company’s regional vice presidents and regional and district managers. These individuals have substantial experience addressing the needs of customers and finding or creating innovative approaches to maximize value and increase cash flow from property operations. Complementing this field management staff are approximately 200 full-time corporate employees who assist on-site and regional management in all property functions.

Formation of the Company
The operations of the Company are conducted primarily through the Operating Partnership. The Company contributed the proceeds from its initial public offering in 1993 and subsequent offerings to the Operating Partnership for a general partnership interest. In 2004, the general partnership interest was contributed to MHC Trust, a private REIT subsidiary owned by the Company. The financial results of the Operating Partnership and the Subsidiaries are consolidated in the Company’s consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K. In addition, since certain activities, if performed by the Company, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”), the Company has formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities.

1

Realty Systems, Inc. (“RSI”) is a wholly owned taxable REIT subsidiary of the Company that is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties owned and managed by the Company. RSI also provides brokerage services to residents at such Properties who move from a Property but do not relocate their homes. RSI may provide brokerage services, in competition with other local brokers, by seeking buyers for the Site Set homes. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. Several Properties are also wholly owned by taxable REIT subsidiaries of the Company.
Business Objectives and Operating Strategies
The Company’s primary business objective is to maximize both current income and long-term growth in income. The Company’s operating strategy is to own and operate the highest quality properties in sought-after locations near urban areas and retirement and vacation destinations across the United States.
The Company focuses on properties that have strong cash flow and plans to hold such properties for long-term investment and capital appreciation. In determining cash flow potential, the Company evaluates its ability to attract to its Properties and retain high quality customers who take pride in the Property and in their homes. The Company’s investment, operating and financing strategies include:
 	 	
•	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 management information systems 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 the Company’s debt balances such that the Company maintains financial flexibility, has minimal exposure to interest rate fluctuations and maintains an appropriate degree of leverage to maximize return on capital.	
The Company focuses on creating an attractive residential environment by providing a well-maintained, comfortable Property with a variety of recreational and social activities and superior amenities, as well as offering a multitude of lifestyle housing choices. In addition, the Company regularly conducts evaluations of the cost of housing in the marketplaces in which its Properties are located and surveys rental rates of competing properties. From time to time the Company also conducts satisfaction surveys of its customers to determine the factors they consider most important in choosing a property. The Company seeks to improve site utilization and efficiency by tracking types of customers and usage patterns and marketing to those specific customer groups.
These business objectives and their implementation are determined by the Company’s Board of Directors and may be changed at any time.
Acquisitions and Dispositions
Over the last decade the Company’s portfolio of Properties has grown significantly from 142 owned or partly owned Properties with over 51,500 sites to 383 owned or partly-owned Properties with over 142,600 sites. During the year ended December 31, 2012, the Company acquired two Properties with over 1,700 sites. The Company continually reviews the Properties in its portfolio to ensure that they fit the Company’s business objectives. Over the last five years, the Company sold ten Properties, and it redeployed capital to properties in markets it believes have greater long-term potential. In that same time period, the Company acquired 83 properties located in high growth areas and retirement and vacation destinations such as Florida, Arizona and California.
The Company believes that opportunities for property acquisitions are still available. Increasing acceptability of and demand for a lifestyle that includes Site Set homes and RVs, as well as continued constraints on development of new properties, adds to the attractiveness of the Company’s Properties as investments. The Company believes it has a competitive advantage in the acquisition of additional properties due to its experienced management, significant presence in major real estate markets and substantial capital resources. The Company is actively seeking to acquire additional properties and is engaged in various stages of negotiations relating to the possible acquisition of a number of properties. At any time these negotiations are at varying stages, which may include contracts outstanding to acquire certain Properties, which are subject to the satisfactory completion of the Company’s due diligence review.

2

The Company anticipates that new acquisitions will generally be located in the United States, although it may consider other geographic locations provided they meet certain acquisition criteria. The Company utilizes market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which it expects to expand its operations.
Acquisitions will be financed from the most appropriate sources of capital, which may include undistributed funds from operations, issuance of additional equity securities, sales of investments, collateralized and uncollateralized borrowings and issuance of debt securities. In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“Units”) as consideration for the acquired properties. The Company believes that an ownership structure that includes the Operating Partnership will permit it to acquire additional properties in transactions that may defer all or a portion of the sellers’ tax consequences.
When evaluating potential acquisitions, the Company considers such factors as:
 	 	
•	The replacement cost of the property, including land values, entitlements and zoning;	
 	 	
•	The geographic area and type of the 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; and	
 	 	
•	The competition from existing properties and the potential for the construction of new properties in the area.	
When evaluating potential dispositions, the Company considers such factors as:
 	 	
•	Its ability to sell the Property at a price that it believes will provide an appropriate return for its stockholders;	
 	 	
•	Its desire to exit certain non-core markets and recycle the capital into core markets; and	
 	 	
•	Whether the Property meets its current investment criteria.	
When investing capital, the Company considers all potential uses of the capital, including returning capital to its stockholders. The Company’s Board of Directors continues to review the conditions under which it will repurchase the Company’s stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Several of the Company’s Properties have available land for expanding the number of sites available to be utilized by its customers. Development of these sites (“Expansion Sites”) is evaluated based on the following: local market conditions; ability to subdivide; accessibility through the Property or externally; infrastructure needs including utility needs and access as well as additional common area amenities; zoning and entitlement; costs and uses of working capital; topography; and ability to market new sites. When justified, development of Expansion Sites allows the Company to leverage existing facilities and amenities to increase the income generated from the Properties. Where appropriate, facilities and amenities may be upgraded or added to certain Properties to make those Properties more attractive in their markets. The Company’s acquisition philosophy includes owning Properties with potential Expansion Site development. Approximately 78 of the Company’s Properties have expansion potential, with up to approximately 5,200 acres available for expansion.
Leases or Usage Rights
At the Company’s Properties, a typical lease entered into between the owner or renter of a home and the Company for the rental of a site is for a month-to-month or year-to-year term, renewable upon the consent of both parties or, in some instances, as provided by statute. These leases are cancelable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults. Long-term leases that are non-cancelable by the tenant are in effect at certain sites in 18 of the Properties. Some of these leases are subject to rental rate increases based on the Consumer Price Index (“CPI”), in some instances taking into consideration market conditions, certain floors and ceilings and allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, market rate adjustments, if appropriate, are made on an annual basis. At Properties zoned for RV use, long-term customers typically enter into rental agreements and many customers prepay for their stays. Many resort customers also leave deposits to reserve a site for the following year. Generally these customers cannot live full time on the Property. At resort Properties designated for use by customers who have entered a right-to-use or membership contract, the contract generally grants the customer access to designated Properties on a continuous basis of up to 14

3

days. The customer may make a nonrefundable upfront payment, and annual dues payments are required to renew the contract. Most of the contracts provide for an annual dues increase, usually based on increases in the CPI. Approximately 34% of current customers are not subject to annual dues increases in accordance with the terms of their contracts, generally because the customers are over 61 years old or meet certain other specified criteria. In the spring of 2010, the Company began selling low-cost right-to-use contracts most of which require payment of only an annual fee.

Regulations and Insurance
General. The Company’s Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain of its Properties. The Company believes that each Property has all material permits and approvals necessary to operate. The Company works closely with government agencies to renew these permits and approvals in the ordinary course of business.
At certain of the Company’s Properties primarily used as membership campgrounds, state statutes limit the Company’s ability to close a Property unless a reasonable substitute property is made available for members’ use. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring the Company to register with a state agency and obtain a permit to market (see Item 1A. “Risk Factors”).
Rent Control Legislation. At certain of the Company’s Properties, principally in California, state and local rent control laws limit the Company’s ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered from time to time in other jurisdictions. The Company presently expects to continue to maintain Properties, and may purchase additional properties, in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted. For example, Florida has enacted a law requiring that rental increases be reasonable. Also, certain jurisdictions in California in which the Company owns Properties limit rent increases to changes in the CPI or some percentage of it. As part of the Company’s effort to realize the value of Properties subject to restrictive regulation, it has initiated lawsuits against several municipalities imposing such regulations in an attempt to balance the interests of its stockholders with the interests of its customers (see Item 3. “Legal Proceedings”).
Insurance. The Properties are insured against all risks causing property damage and business interruption caused by fire, flood, earthquake, or windstorm, and the relevant insurance policies contain various deductible requirements, such as coverage limits and particular exclusions. The Company’s current property and casualty insurance policies, which it plans to renew, expire on April 1, 2013. The Company has a $100 million loss limit with respect to its all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million loss limit for an earthquake in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates ELS’ maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
INDUSTRY
The Company believes that modern properties similar to its Properties provide an opportunity for increased cash flows and appreciation in value. These may be achieved through increases in occupancy rates and rents, as well as expense controls, expansion of existing Properties and opportunistic acquisitions, for the following reasons:
 	 	
•	Barriers to Entry: The Company believes that the supply of new properties in locations targeted by the Company 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 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.	
 	 	
•	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. The Company believes that this relatively high degree of fragmentation provides the Company, 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, 2012.	

4

 	 	
•	Customer Base: The Company believes 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 the Company, and (iv) moving a Site Set home from one property to another involves substantial cost and effort.	
 	 	
•	Lifestyle Choice: According to the Recreational Vehicle Industry Association (“RVIA”), nearly one in ten U.S. vehicle-owning households owns an RV and there are 8.9 million current 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. The Company believes that this population segment, seeking an active lifestyle, will provide opportunities for future cash flow growth for the Company. 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.	
The Company believes that the housing choices in its Properties are especially attractive to such individuals throughout this lifestyle cycle. The Company’s Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment. In fact, many of the Company’s Properties allow for this cycle to occur within a single Property.
 	 	
•	Construction Quality: Since 1976, all factory built housing has been required to meet stringent federal standards, 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.	
 	 	
•	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 the Company’s Properties, there is an active resale or rental market for these larger homes.	
 	 	
•	Second Home Demographics: According to 2012 National Association of Realtors (“NAR”) reports, sales of second homes in 2011 accounted for 38% of residential transactions, or 1.73 million second-home sales in 2011. There were approximately 8.0 million vacation homes in 2011. The typical vacation-home buyer is 50 years old and earned $88,600 in 2011. According to 2011 NAR reports, approximately 42% of vacation homes were purchased in the south; 30% were purchased in the west; 15% 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 wherewithal 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. The Company believes it is likely that over the next decade it will continue to see historically high levels of second-home sales, and resort homes and cottages in its Properties will continue to provide a viable second-home alternative to site-built homes.	
Notwithstanding the Company’s belief that the industry information highlighted above provides the Company with significant long-term growth opportunities, its short-term growth opportunities could be disrupted by the following:
 	 	
•	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 fourth straight year of growth. Although new manufactured home shipments continue to be below historical levels, shipments in 2012 increased over 6% to 54,900 units as compared to shipments in 2011 of 51,600 units. According to the RVIA, wholesale shipments of RVs increased 13% in 2012 to 286,000 units as compared to 2011, which continued a positive trend in RV shipments that started in late 2009. Certain industry experts have predicted that 2013 RV shipments will increase 4% to 5% as compared to 2012.	

5

——————————————————————————————————————————————
 	 	
1.	Source: Institute for Building Technology and Safety	
 	 	
2.	Source: RVIA	

•	Sales: Retail sales of RVs increased over 8% to 208,200 for the year ended December 31, 2012, as compared to 192,500 the year ended December 31, 2011. A total of 192,500 RVs were sold during the year ended December 31, 2011, representing an increase of over 5% over the prior year. The Company believes 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 16% since 2001 and 64% since 1980. RV sales could continue to benefit as aging baby-boomers continue to enter the age range in which RV ownership is highest.	
 	 	
•	Availability of financing: The current credit crisis has made it difficult for manufactured home and RV manufacturers to obtain floor plan financing and for potential customers to obtain loans for manufactured home or RV purchases. Further, legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in financing customer purchases of manufactured homes to register as a mortgage loan originator in states in which they engage in such financing. These requirements are generally more burdensome for lenders financing the purchase of manufactured homes than for lenders financing the purchase of site-built homes. In addition, as compared to financing available to owners and purchasers of site-built single family homes, available financing for a manufactured home involves higher down payments, higher credit scores, higher interest rates and shorter maturity. 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.	
Please see the Company’s risk factors, financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.

6

Available Information
The Company files reports electronically with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy information and statements and other information regarding issuers that file electronically with the SEC at  http://www.sec.gov .  The Company maintains an Internet site with information about the Company and hyperlinks to its filings with the SEC at  http://www.equitylifestyle.com ,  free of charge. Requests for copies of the Company’s filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com

Item 1A. Risk Factors
The Company’s Performance and Common Stock Value Are Subject to Risks Associated With the Real Estate Industry.
Adverse Economic Conditions and Other Factors Could Adversely Affect the Value of the Company’s Properties and the Company’s Cash Flow . Several factors may adversely affect the economic performance and value of the Company’s Properties. These factors include:
 	 	
•	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 the Company’s 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 the Company’s potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at the Company’s Properties, and heightened price sensitivity for seasonal and second homebuyers;	
 	 	
•	the possible reduced ability of the Company’s 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 19 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 the Company’s transient customers;	
 	 	
•	the Company’s 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 the Company’s assets to generate income sufficient to pay its expenses, service its debt and maintain its Properties, which may adversely affect the Company’s ability to make expected distributions to its stockholders;	
 	 	
•	the Company’s 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 the Company’s financial condition;	
 	 	
•	changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes), which may adversely affect the Company’s financial condition;	
 	 	
•	poor weather, especially on holiday weekends in the summer, which could reduce the economic performance of the Company’s Northern resort Properties; and	
 	 	
•	the Company’s 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.	
New Acquisitions May Fail to Perform as Expected and Competition for Acquisitions May Result in Increased Prices for Properties . The Company intends to continue to acquire properties. Newly acquired Properties may fail to perform as expected. The Company may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management attention. Additionally, the Company expects that other real estate investors with significant capital will compete with it for attractive investment opportunities. These competitors include publicly traded REITs, private REITs and other types of investors. Such competition

7

increases prices for properties. The Company expects to acquire properties with cash from secured or unsecured financings, proceeds from offerings of equity or debt, undistributed funds from operations and sales of investments. The Company may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms.
The intended benefits of the Company’s acquisitions may not be realized, which could have a negative impact on the market price of the Company’s common stock.
Acquisitions pose risks for our ongoing operations, including that:
 	 	
•	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 the Company anticipates; and	
 	 	
•	unforeseen difficulties may arise in integrating an acquisition into the Company’s portfolio.	
As a result of the foregoing, the Company cannot assure you that any acquisitions that it makes will be accretive to it in the near term or at all. Furthermore, if the Company fails to realize the intended benefits of an acquisition, the market price of its common stock could decline to the extent that the market price reflects those benefits.
Further, with respect to one of the properties that the Company acquired in its 2011 Acquisition of a portfolio of 74 manufactured home communities and one RV resort, the Company owns both a fee interest and a leasehold interest. The ground lease contains a purchase option on behalf of the lessee and a put option on behalf of the lessor. The options may be exercised by either party upon the death of the fee holder. The Company is the beneficiary of an escrow funded by the seller with approximately 114,000 shares of the Company’s common stock. The escrow provides for distributions of the escrowed stock on a quarterly basis to protect the Company from future scheduled ground lease payments as well as scheduled increases in the option purchase price over time. In connection with the purchase price allocation associated with the acquisition of these 74 properties, the Company recorded contingent consideration of approximately $6.7 million related to this escrow. If the Company does not receive distributions of all of the escrowed stock prior to the death of the fee holder, the Company will have to charge the remaining amount of this contingent consideration to operations.
Because Real Estate Investments Are Illiquid, The Company May Not be Able to Sell Properties When Appropriate. Real estate investments generally cannot be sold quickly. The Company may not be able to vary its portfolio promptly in response to economic or other conditions, forcing the Company to accept lower than market value. This inability to respond promptly to changes in the performance of the Company’s investments could adversely affect its financial condition and ability to service debt and make distributions to its stockholders.
The Decline in Home Sales Has Resulted in the Company Increasing its Rental Program to Maintain Occupancy. Due to market conditions, the Company has experienced a decline in home sales at its Properties. To maintain occupancy, the Company has increased its manufactured home rental operations by purchasing new homes for rental and also renting used homes acquired from customers through purchase, lien sale or abandonment. While the Company’s long-term goal is to sell these rental units to homeowners, there is no assurance that the Company will be successful and it may not be able to liquidate its investment in these in homes. In addition, the Company’s home rental operations compete with other types of rentals ( e.g., apartments), and there is no assurance that Company will be able to maintain tenants in its investment of rental units.
Some Potential Losses Are Not Covered by Insurance. The Company carries comprehensive insurance coverage for losses resulting from property damage, environmental, liability claims and business interruption on all of its Properties. In addition the Company carries liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employer Practices liability and Fiduciary liability. The Company believes that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, the Company could lose all or a portion of the capital it has invested in a Property or the anticipated future revenue from a Property. In such an event, the Company might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
The Company’s current property and casualty insurance policies, which it plans to renew, expire on April 1, 2013. The Company has a $100 million loss limit with respect to its all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million loss limit for an earthquake in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates ELS’ maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
The Company’s Depositary Shares Which Represent Our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock Have Not Been Rated.  The Company has not sought to obtain a rating for its depositary shares (the “Depositary Shares”) which represent

8

our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”). No assurance can be given, however, that one or more rating agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of the Depositary Shares. In addition, the Company may elect in the future to obtain a rating of its Depositary Shares, which could adversely affect the market price. A rating increase reflects only the views of the rating agency or agencies issuing the ratings and such ratings could be revised downward, placed on a watch list or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant. Any such downward revision, placing on a watch list or withdrawal of a rating could have an adverse effect on the market price of the Depositary Shares.
Our Depositary Shares will be subordinate to our debt, and your interests could be diluted by the issuance of additional shares of preferred stock, and be materially and adversely affected by other transactions.  Our Depositary Shares which represent our Series C Preferred Stock will be subordinate to all of our existing and future debt. As described below, our existing debt may restrict, and our future debt may include restrictions on, our ability to pay distributions to preferred stockholders or to make an optional redemption payment to preferred stockholders. The issuance of additional shares of preferred stock on parity with or senior to our Series C Preferred Stock represented by the Depositary Shares would dilute the interests of the holders of our Depositary Shares, and any issuance of preferred stock senior to our Series C Preferred Stock (and, therefore, the Depositary Shares) or of additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our Depositary Shares. Other than the conversion rights afforded to holders of our preferred shares that may occur in connection with a change of control triggering event, none of the provisions relating to our preferred shares contains any provision affording the holders of our preferred shares protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, that might materially and adversely affect the holders of our preferred shares, so long as the rights of the holders of our preferred shares are not materially and adversely affected.
Our Depositary Shares which represent our Series C Preferred Stock will be structurally subordinated to the liabilities of our subsidiaries.  Substantially all of our assets and debt are held indirectly through our Operating Partnership. As a result, we have no source of operating cash flow other than distributions from our Operating Partnership. Our ability to pay distributions to holders of our Depositary Shares depends on our Operating Partnership’s ability first to satisfy its obligations to its creditors and then to make distributions to MHC Trust. Similarly, MHC Trust must satisfy its obligations to its creditors before making distributions to us. Thus, our Depositary Shares will be structurally subordinated to certain liabilities of our subsidiaries in the event of their liquidation, dissolution or winding up.
Adverse changes in general economic conditions may adversely affect the Company’s business.
The Company’s success is dependent upon economic conditions in the U.S. generally and in the geographic areas in which a substantial number of the Company’s Properties are located. Adverse changes in national economic conditions and in the economic conditions of the regions in which the Company conducts substantial business may have an adverse effect on the real estate values of the Company’s Properties, its financial performance and the market price of its common stock.
In a recession or under other adverse economic conditions, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although the Company maintains reserves for credit losses and an allowance for doubtful accounts in amounts that it believes should be sufficient to provide adequate protection against potential write-downs in its portfolio, these amounts could prove to be insufficient.
Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and the Company’s Cash Flow.
Many of the states in which the Company does business have laws regulating right-to-use or campground membership sales. These laws generally require comprehensive disclosure to prospective purchasers, and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring the Company to register with a state agency and obtain a permit to market. The Company is subject to changes, from time to time, in the application or interpretation of such laws that can affect its business or the rights of its members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or the ability of the Company to realize recoveries from Property sales.
The government authorities regulating the Company's activities have broad discretionary power to enforce and interpret the statutes and regulations that they administer, including the power to enjoin or suspend sales activities, require or restrict construction of additional facilities and revoke licenses and permits relating to business activities. The Company monitors its sales and marketing programs and debt collection activities to control practices that might violate consumer protection laws and regulations or give rise to consumer complaints.

9

Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect the Company's portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges, and usury and retail installment sales laws regulating permissible finance charges.
In certain states, as a result of government regulations and provisions in certain of the right-to-use or campground membership agreements, the Company is prohibited from selling more than ten memberships per site. At the present time, these restrictions do not preclude the Company from selling memberships in any state. However, these restrictions may limit the Company's ability to utilize Properties for public usage and/or the Company's ability to convert sites to more profitable or predictable uses, such as annual rentals.
Debt Financing, Financial Covenants and Degree of Leverage Could Adversely Affect the Company’s Economic Performance.
Scheduled Debt Payments Could Adversely Affect the Company’s Financial Condition. The Company’s business is subject to risks normally associated with debt financing. The total principal amount of the Company’s outstanding indebtedness was approximately $2.3 billion as of December 31, 2012, of which approximately $753.1 million, or 33.2%, matures in 2014 and 2015. The Company’s substantial indebtedness and the cash flow associated with serving its indebtedness could have important consequences, including the risks that:
 	 	
•	the Company’s cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;	
 	 	
•	the Company might be required to use a substantial portion of its cash flow from operations to pay its indebtedness, thereby reducing the availability of its cash flow to fund the implementation of its business strategy, acquisitions, capital expenditures and other general corporate purposes;	
 	 	
•	the Company’s debt service obligations could limit its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;	
 	 	
•	the Company may not be able to refinance existing indebtedness (which in virtually all cases requires substantial principal payments at maturity) and, if it 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, the Company’s cash flow will not be sufficient in all years to repay all maturing debt; and	
 	 	
•	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 the Company’s ability to service debt and make distributions to stockholders.	
Ability to obtain mortgage financing or to refinance maturing mortgages may adversely affect the Company’s financial condition . Lenders demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing on attractive terms or at all. If terms are no longer attractive or if financing proceeds are no longer available for any reason, these factors may adversely affect cash flow and the Company’s ability to service debt and make distributions to stockholders.
Financial Covenants Could Adversely Affect the Company’s Financial Condition. If a Property is mortgaged to secure payment of indebtedness, and the Company is unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on the Company’s Properties contain customary negative covenants, which among other things limit the Company’s ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, the Company’s unsecured credit facilities contain certain customary restrictions, requirements and other limitations on the Company’s ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on the Company’s financial condition and results of operations.
The Company’s Degree of Leverage Could Limit Its Ability to Obtain Additional Financing. The Company’s debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and Units held by parties other than the Company) was approximately 43% as of December 31, 2012. The degree of leverage could have important consequences to stockholders, including an adverse effect on the Company’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, and makes the Company more vulnerable to a downturn in business or the economy generally.
The Company may be able to incur substantially more debt, which would increase the risks associated with its substantial leverage.  Despite the Company’s current indebtedness levels, it may still be able to incur substantially more debt in the future. If new debt is added to the Company’s current debt levels, an even greater portion of its cash flow will be needed to satisfy its debt service

10

obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on the Company’s indebtedness.
The Company Depends on Its Subsidiaries’ Dividends and Distributions.
Substantially all of the Company’s assets are owned indirectly by the Operating Partnership. As a result, the Company has no source of cash flow other than distributions from the Operating Partnership.  For the Company to pay dividends to holders of its common stock and preferred stock, the Operating Partnership must first distribute the cash to MHC Trust, and then MHC Trust must distribute the cash to the Company.  Before they can distribute the cash, the Operating Partnership and MHC Trust must first satisfy their obligations to their creditors (and their preferred stockholders in the case of common stock distributions).
Stockholders’ Ability to Effect Changes of Control of the Company is Limited.
Provisions of the Company’s Charter and Bylaws Could Inhibit Changes of Control. Certain provisions of the Company’s charter and bylaws may delay or prevent a change of control of the Company or other transactions that could provide its stockholders with a premium over the then-prevailing market price of their common stock or Series C Preferred Stock or which might otherwise be in the best interest of its stockholders. These include the Ownership Limit described below. Also, any future series of preferred stock may have certain voting provisions that could delay or prevent a change of control or other transaction that might involve a premium price or otherwise be beneficial to the Company’s stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control. Certain provisions of Maryland law prohibit “business combinations” (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of outstanding common stock, or with an affiliate of the Company who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of the outstanding voting stock (an “Interested Stockholder”), or with an affiliate of an Interested Stockholder. These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder. After the five-year period, a business combination with an Interested Stockholder must be approved by two super-majority stockholder votes unless, among other conditions, the Company’s common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for its shares of common stock. The Board of Directors has exempted from these provisions under the Maryland law any business combination with Samuel Zell, who is the Chairman of the Board of the Company, certain holders of Units who received them at the time of the Company’s initial public offering, the General Motors Hourly Rate Employees Pension Trust and the General Motors Salaried Employees Pension Trust, and the Company’s officers who acquired common stock at the time the Company was formed and each and every affiliate of theirs.
The Company Has a Stock Ownership Limit for REIT Tax Purposes. To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of the Company’s outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of the Company’s REIT qualification, the Company’s charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in the Company’s charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of the Company’s outstanding capital stock. The Company refers to this as the “Ownership Limit.” Within certain limits, the Company’s charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock. The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to the Company as trustee for the benefit of the person to whom such capital stock is ultimately transferred, and the stockholder’s rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock transferred to the Company as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise on other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to the Company as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of the Company and, therefore, could adversely affect its stockholders’ ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of the Company’s stockholders.
Conflicts of Interest Could Influence the Company’s Decisions.
Certain Stockholders Could Exercise Influence in a Manner Inconsistent With the Stockholders’ Best Interests. As of December 31, 2012, Mr. Samuel Zell and certain affiliated holders beneficially owned approximately 8.7% of the Company’s outstanding common stock (in each case including common stock issuable upon the exercise of stock options and the exchange of Units). Mr. Zell is

11

the chairman of the Company’s Board of Directors. Accordingly, Mr. Zell has significant influence on the Company’s management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders.
Mr. Zell and His Affiliates Continue to be Involved in Other Investment Activities. Mr. Zell and his affiliates have a broad and varied range of investment interests, including interests in other real estate investment companies involved in other forms of housing, including multifamily housing. Mr. Zell and his affiliates may acquire interests in other companies. Mr. Zell may not be able to control whether any such company competes with the Company. Consequently, Mr. Zell’s continued involvement in other investment activities could result in competition to the Company as well as management decisions that might not reflect the interests of the Company’s stockholders.
Risk of Eminent Domain and Tenant Litigation.
The Company owns Properties in certain areas of the country where real estate values have increased faster than rental rates in its Properties either because of locally imposed rent control or long term leases. In such areas, the Company has learned that certain local government entities have investigated the possibility of seeking to take the Company’s Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced, and the Company would exercise all of its rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect its financial condition. Moreover, certain of its Properties located in California are subject to rent control ordinances, some of which not only severely restrict ongoing rent increases but also prohibit the Company from increasing rents upon turnover. Such regulations allow customers to sell their homes for a premium representing the value of the future discounted rent-controlled rents. As part of the Company’s effort to realize the value of its Properties subject to rent control, the Company has initiated lawsuits against several municipalities in California. In response to the Company’s efforts, tenant groups have filed lawsuits against the Company seeking not only to limit rent increases, but to be awarded large damage awards. If the Company is unsuccessful in its efforts to challenge rent control ordinances, it is likely that the Company will not be able to charge rents that reflect the intrinsic value of the affected Properties. Finally, tenant groups in non-rent controlled markets have also attempted to use litigation as a means of protecting themselves from rent increases reflecting the rental value of the affected Properties. An unfavorable outcome in the tenant group lawsuits could have an adverse impact on the Company’s financial condition.
Environmental and Utility-Related Problems Are Possible and Can be Costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real property to investigate and clean up hazardous or toxic substances or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of asbestos. Such laws require that owners or operators of property containing asbestos properly manage and maintain the asbestos, that they notify and train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Utility-related laws and regulations also govern the provision of utility services and operations of water and wastewater treatment facilities. Such laws regulate, for example, how and to what extent owners or operators of property can charge renters for provision of, for example, electricity, and whether and to what extent such utility services can be charged separately from the base rent. Such laws also regulate the operations and performance of water treatment facilities and wastewater treatment facilities. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements.
The Company has a Significant Concentration of Properties in Florida and California, and Natural Disasters or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Its Properties and the Its Cash Flow.
As of December 31, 2012, the Company owned or had an ownership interest in 383 Properties located in 32 states and British Columbia, including 119 Properties located in Florida and 49 Properties located in California. The occurrence of a natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in the value of the Company’s Properties. While the Company has obtained insurance policies providing certain coverage against damage from fire, flood, property damage, earthquake, wind storm and business interruption, these insurance policies contain coverage limits, limits on covered property and various deductible amounts that the Company must pay before insurance proceeds are available. Such insurance may therefore be

12

insufficient to restore the Company’s economic position with respect to damage or destruction to its Properties caused by such occurrences. Moreover, each of these coverages must be renewed every year and there is the possibility that all or some of the coverages may not be available at a reasonable cost. In addition, in the event of such a natural disaster or other catastrophic event, the process of obtaining reimbursement for covered losses, including the lag between expenditures incurred by the Company and reimbursements received from the insurance providers, could adversely affect the Company’s economic performance.
Market Interest Rates May Have an Effect on the Value of the Company’s Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates go up, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more funds for the Company to distribute and, in fact, would likely increase its borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of the Company’s publicly traded securities to go down.
The Company Is Dependent on External Sources of Capital.
To qualify as a REIT, the Company must distribute to its stockholders each year at least 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, the Company intends to distribute all or substantially all of its net income so that it will generally not be subject to U.S. federal income tax on its earnings. Because of these distribution requirements, it is not likely that the Company will be able to fund all future capital needs, including for acquisitions, from income from operations. The Company therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all. The Company’s access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market’s perception of its growth potential and its current and potential future earnings. It may be difficult for the Company to meet one or more of the requirements for qualification as a REIT, including but not limited to its distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders’ interests, and additional debt financing may substantially increase the Company’s leverage.
We Face Possible Risks Associated with the Physical Effects of Climate Change.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate.  However, the physical effects of climate change could have a material adverse effect on our properties, operations and business.  For example, many of our properties are located in the southeast and southwest regions of the United States, particularly in Florida, California and Arizona.  To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels.  Over time, these conditions could result in declining demand for space in our Properties or our inability to operate them.  Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal or related costs at our properties.  Proposed legislation to address climate change could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our net income.  There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
Americans with Disabilities Act Compliance Could be Costly.
Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons.  Compliance with the ADA requirements could involve removal of structural barriers to access or use by disabled persons.  Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses.  Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us.  Such costs may adversely affect our ability to make distributions or payments to our investors.
Affordable Care Act Compliance Could be Costly. 
 
President Obama signed the Patient Protection and Affordable Care Act into law in 2010, which was amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”).  The Affordable Care Act is designed to expand access to affordable health insurance, among other objectives.  Many aspects of the Affordable Care Act are being implemented through new regulations and regulatory guidance, which are continuing to be issued.  While we cannot accurately predict at this time the full effect of the Affordable Care Act on our business, compliance may adversely impact our labor costs, our ability to negotiate favorable terms under our benefits plans for our employees, our ability to attract or retain employees or

13

our operations to the extent that compliance may affect the composition of our workforce, any or all of which could be costly. Such costs may adversely affect our ability to make distributions or payments to our investors.
The Company’s Qualification as a REIT is Dependent on Compliance With U.S. Federal Income Tax Requirements.
The Company believes it has been organized and operated in a manner so as to qualify for taxation as a REIT, and it intends to continue to operate so as to qualify as a REIT for U.S. federal income tax purposes. Qualification as a REIT for U.S. federal income tax purposes, however, is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, the Company has received, and relied upon, advice of counsel as to the impact of such transactions on its qualification as a REIT. The Company’s qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within its control, and it cannot provide any assurance that the Internal Revenue Service (the “IRS”) will agree with its analysis or the analysis of its tax counsel. In particular, the proper federal income tax treatment of right-to-use membership contracts is uncertain and there is no assurance that the IRS will agree with the Company’s treatment of such contracts. If the IRS were to disagree with the Company’s analysis or its tax counsel’s analysis of various facts and circumstances, the Company’s ability to qualify as a REIT could be adversely affected. Such matters could affect the Company’s qualification as a REIT. In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, the Company failed to maintain the Company’s qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), it could not deduct distributions to stockholders in computing its net taxable income and it would be subject to U.S. federal income tax on its net taxable income at regular corporate rates. Any U.S. federal income tax payable could include applicable alternative minimum tax. If the Company had to pay U.S. federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved, and the Company would no longer be required to distribute money to stockholders. In addition, the Company would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless it was entitled to relief under the relevant statutory provisions. Although the Company currently intends to operate in a manner designed to allow the Company to qualify as a REIT, future economic, market, legal, tax or other considerations may cause it to revoke the REIT election.
Interpretation of and Changes to Accounting Policies and Standards Could Adversely Affect the Company’s Reported Financial Results.
The Company’s Accounting Policies and Methods Are the Basis on Which It Reports Its Financial Condition and Results of Operations, and They May Require Management to Make Estimates About Matters that Are Inherently Uncertain.  The Company’s accounting policies and methods are fundamental to the manner in which it records and reports its financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with generally accepted accounting principles and reflect management’s judgment as to the most appropriate manner in which to record and report the Company’s financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in reporting materially different amounts than would have been reported under a different alternative.
Changes in Accounting Standards Could Adversely Affect The Company’s Reported Financial Results. The bodies that set accounting standards for public companies, including the Financial Accounting Standards Board (“FASB”), the SEC and others, periodically change or revise existing interpretations of the accounting and reporting standards that govern the way that the Company reports its financial condition, results of operations, and cash flows. These changes can be difficult to predict and can materially impact the Company’s reported financial results. In some cases, the Company could be required to apply a new or revised accounting standard, or a revised interpretation of an accounting standard, retroactively, which could have a negative impact on reported results or result in the restatement of the Company’s financial statements for prior periods.
The Company’s Accounting Policies for Entering Right-To-Use Contracts Will Result in a Substantial Deferral of Revenue in its Financial Results.  Beginning August 14, 2008, the Company began entering right-to-use contracts. Customers who enter upgraded right-to-use contracts are generally required to make an upfront nonrefundable payment to the Company. The Company incurs significant selling and marketing expenses to originate the right-to-use contracts, and the majority of expenses must be expensed in the period incurred, while the related revenues and commissions are generally deferred and recognized over the expected life of the contract, which is estimated based upon historical attrition rates. The expected life of a right-to-use contract is currently estimated to be between one and 31 years. As a result, the Company may incur a loss from entering right-to-use contracts, build up a substantial deferred revenue liability balance, and recognize substantial non-cash revenue in the years subsequent to originally entering the contracts. This accounting may make it difficult for investors to interpret the financial results from the entry of right-

14

to-use contracts. In 2008, the Company submitted to the Office of the Chief Accountant at the SEC correspondence describing the right-to-use contracts, and subsequently discussed with the SEC the revenue recognition policy with respect to the contracts. The SEC does not object to the Company’s application of the Codification Topic “Revenue Recognition” (“FASB ASC 605”) with respect to the deferral of the upfront nonrefundable payments received from the entry of right-to-use contracts. (See Note 2(n) in the Notes to Consolidated Financial Statements contained in this Form 10-K for the Company’s revenue recognition policy.)
Item 1B. Unresolved Staff Comments
None.

15

Item 2. Properties
General
The Company’s Properties provide attractive amenities and common facilities that create a comfortable and attractive home for its customers, with most offering a clubhouse, a swimming pool, laundry facilities and cable television service. Many also offer additional amenities such as sauna/whirlpool spas, golf courses, tennis, shuffleboard and basketball courts, exercise rooms and various social activities such as concerts. Since most of the Company’s customers generally rent its sites on a long-term basis, it is their responsibility to maintain their homes and the surrounding area. It is the Company’s role to ensure that customers comply with its Property policies and to provide maintenance of the common areas, facilities and amenities. The Company holds periodic meetings with its Property management personnel for training and implementation of its strategies. The Properties historically have had, and the Company believes they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2012, the Company owned or had an ownership interest in a portfolio of 383 Properties located throughout the United States and British Columbia containing 142,679 residential sites. A total of 171 of the properties are encumbered by debt as of December 31, 2012, see Note 8 of the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of this debt. The distribution of the Company’s Properties throughout the United States reflects its belief that geographic diversification helps to insulate the portfolio from regional economic influences. The Company intends to target new acquisitions in or near markets where its Properties are located and will also consider acquisitions of Properties outside such markets. (Refer to Note 2(c) of the Notes to Consolidated Financial Statements contained in this Form 10-K.)
The Company’s two largest properties as determined by property operating revenues are Colony Cove, located in Ellenton, Florida, and Bay Indies, located in Venice, Florida. Each accounted for approximately 2.0% of the Company’s total property operating revenues, including deferrals, for the year ended December 31, 2012.
The following table sets forth certain information relating to the Properties the Company owned as of December 31, 2012, categorized according to major markets and excluding Properties owned through joint ventures. For the RV communities sites occupied by annual customers are presented as 100% occupied. Except as indicated in the footnotes below, the annual rent for each year presented is the annualized December monthly site rent per occupant.  Subtotals by markets and grand totals for all markets are presented on a weighted average basis.

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Florida	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Coast:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sunshine Key	 	38801 Overseas Hwy	 	Big Pine Key	 	FL	 	33043	 	RV	 	54	 	
 	 	
 	 	409	 	74	 	100.0	%	 	100.0	%	 	$	9,562	
 	 	$	9,289	
 	 	
Cheron Village	 	13222 SW 9th Court	 	Davie	 	FL	 	33325	 	MH	 	30	 	
 	 	
 	 	202	 	202	 	93.6	%	 	93.6	%	 	$	8,156	
 	 	$	7,828	
 	 	
Carriage Cove	 	Five Carriage Cove Way	 	Daytona Beach	 	FL	 	32119	 	MH	 	59	 	
 	 	
 	 	418	 	418	 	90.4	%	 	88.8	%	 	$	6,094	
 	 	$	5,932	
 	 	
Coquina Crossing	 	4536 Coquina Crossing Dr	Elkton	 	FL	 	32033	 	MH	 	316	 	26	 	145	 	566	 	566	 	94.2	%	 	93.6	%	 	$	6,342	
 	 	$	6,015	
 	 	
Bulow Plantation	 	3165 Old Kings Road South	 	Flagler Beach	 	FL	 	32136	 	MH	 	323	 	181	 	722	 	276	 	276	 	98.6	%	 	98.2	%	 	$	6,350	
 	 	$	6,012	
 	 	
Bulow RV	 	3345 Old Kings Road South	 	Flagler Beach	 	FL	 	32136	 	RV	 	(f)	 	
 	 	
 	 	352	 	79	 	100.0	%	 	100.0	%	 	$	5,696	
 	 	$	4,890	
 	(i)	
Carefree Cove	 	3273 N.W. 37th St	 	Ft. Lauderdale	 	FL	 	33309	 	MH	 	20	 	
 	 	
 	 	164	 	164	 	93.9	%	 	93.9	%	 	$	6,877	
 	 	$	6,773	
 	 	
Park City West	 	10550 W. State Road 84	 	Ft. Lauderdale	 	FL	 	33324	 	MH	 	60	 	
 	 	
 	 	363	 	363	 	95.6	%	 	94.2	%	 	$	6,507	
 	 	$	6,424	
 	 	
Sunshine Holiday MH	2802 W. Oakland Park Blvd.	 	Ft. Lauderdale	 	FL	 	33311	 	MH	 	32	 	
 	 	
 	 	270	 	270	 	88.9	%	 	86.3	%	 	$	7,041	
 	 	$	6,316	

16

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Sunshine Holiday RV	2802 W. Oakland Park Blvd.	 	Ft. Lauderdale	 	FL	 	33311	 	RV	 	(f)	 	
 	 	
 	 	130	 	38	 	100.0	%	 	100.0	%	 	$	6,007	
 	 	$	5,814	
 	 	
Lake Worth Village	 	4041 Roberts Way	 	Lake Worth	 	FL	 	33463	 	MH	 	117	 	
 	 	
 	 	823	 	823	 	78.1	%	 	78.7	%	 	$	6,890	
 	 	$	6,824	
 	 	
Maralago Cay	 	6280 S. Ash Lane	 	Lantana	 	FL	 	33462	 	MH	 	102	 	5	 	
 	 	603	 	603	 	95.5	%	 	93.0	%	 	$	7,673	
 	 	$	7,623	
 	 	
Coral Cay	 	2801 NW 62nd Avenue	 	Margate	 	FL	 	33063	 	MH	 	121	 	
 	 	
 	 	818	 	818	 	96.8	%	 	91.3	%	 	$	6,759	
 	 	$	6,579	
 	 	
Lakewood Village	 	3171 Hanson Avenue	 	Melbourne	 	FL	 	32901	 	MH	 	68	 	
 	 	
 	 	349	 	349	 	86.5	%	 	86.2	%	 	$	5,049	
 	 	$	5,100	
 	(i)	
Holiday Village	 	1335 Fleming Ave Box 228	Ormond Beach	 	FL	 	32174	 	MH	 	43	 	
 	 	
 	 	301	 	301	 	86.7	%	 	88.0	%	 	$	5,168	
 	 	$	5,137	
 	 	
Sunshine Holiday	 	1701 North US Hwy 1	 	Ormond Beach	 	FL	 	32174	 	RV	 	69	 	
 	 	
 	 	349	 	128	 	100.0	%	 	100.0	%	 	$	5,260	
 	 	$	4,752	
 	 	
The Meadows, FL	 	2555 PGA Boulevard	 	Palm Beach Gardens	 	FL	 	33410	 	MH	 	55	 	
 	 	
 	 	379	 	379	 	81.0	%	 	82.8	%	 	$	7,136	
 	 	$	7,047	
 	 	
Breezy Hill RV	 	800 NE 48th Street	 	Pompano Beach	 	FL	 	33064	 	RV	 	52	 	
 	 	
 	 	762	 	365	 	100.0	%	 	100.0	%	 	$	6,437	
 	 	$	6,216	
 	 	
Highland Wood RV	 	900 NE 48th Street	 	Pompano Beach	 	FL	 	33064	 	RV	 	15	 	
 	 	
 	 	148	 	20	 	100.0	%	 	100.0	%	 	$	5,511	
 	 	$	5,432	
 	(i)	
Lighthouse Pointe	 	155 Spring Drive	 	Port Orange	 	FL	 	32129	 	MH	 	64	 	
 	 	
 	 	433	 	433	 	85.0	%	 	85.7	%	 	$	5,349	
 	 	$	5,237	
 	 	
Pickwick	 	4500 S. Clyde Morris Blvd	Port Orange	 	FL	 	32119	 	MH	 	84	 	4	 	
 	 	432	 	432	 	99.8	%	 	99.8	%	 	$	5,746	
 	 	$	5,573	
 	 	
Indian Oaks	 	780 Barnes Boulevard	 	Rockledge	 	FL	 	32955	 	MH	 	38	 	
 	 	
 	 	208	 	208	 	100.0	%	 	100.0	%	 	$	4,777	
 	 	$	4,535	
 	 	
Countryside at Vero Beach	 	8775 20th Street	 	Vero Beach	 	FL	 	32966	 	MH	 	125	 	
 	 	
 	 	644	 	644	 	88.2	%	 	88.7	%	 	$	5,915	
 	 	$	5,695	
 	 	
Heritage Plantation	 	1101 Ranch Road	 	Vero Beach	 	FL	 	32966	 	MH	 	64	 	
 	 	
 	 	437	 	437	 	81.9	%	 	81.7	%	 	$	5,839	
 	 	$	5,762	
 	 	
Holiday Village, FL	 	1000 S.W. 27th Avenue	 	Vero Beach	 	FL	 	32968	 	MH	 	20	 	
 	 	
 	 	128	 	128	 	—	%	 	5.5	%	 	$	—	
 	 	$	3,737	
 	 	
Sunshine Travel	 	9455 108th Avenue	 	Vero Beach	 	FL	 	32967	 	RV	 	30	 	6	 	48	 	300	 	142	 	100.0	%	 	100.0	%	 	$	5,086	
 	(i)	$	5,003	
 	 	
Heron Cay	 	1400 90th Avenue	 	Vero Beach	 	FL	 	32966	 	MH	 	130	 	
 	 	
 	 	589	 	589	 	85.9	%	 	84.9	%	 	$	5,925	
 	 	$	5,717	
 	 	
Vero Palm	 	1408 82nd Avenue	 	Vero Beach	 	FL	 	32966	 	MH	 	64	 	
 	 	
 	 	285	 	285	 	79.3	%	 	83.2	%	 	$	5,374	
 	 	$	5,259	
 	 	
Village Green	 	7300 20th Street	 	Vero Beach	 	FL	 	32966	 	MH	 	174	 	
 	 	
 	 	781	 	781	 	85.0	%	 	83.0	%	 	$	6,436	
 	 	$	6,285	
 	 	
Palm Beach Colony	 	2000 N. Congress Avenue	 	West Palm Beach	 	FL	 	33409	 	MH	 	48	 	
 	 	
 	 	284	 	284	 	90.1	%	 	88.7	%	 	$	5,378	
 	 	$	5,280	
 	 	
Central:	 	

 	 	

 	 	

 	 	

 	 	

 	 	
Clover Leaf Farms	 	900 N. Broad Street	 	Brooksville	 	FL	 	34601	 	MH	 	227	 	
 	 	100	 	779	 	779	 	96.0	%	 	96.7	%	 	$	5,276	
 	 	$	4,200	
 	 	
Clover Leaf Forest	 	910 N. Broad Street	 	Brooksville	 	FL	 	34601	 	RV	 	30	 	
 	 	
 	 	277	 	144	 	100.0	%	 	100.0	%	 	$	3,224	
 	 	$	—	
 	 	
Clerbrook	 	20005 U.S. Highway 27	 	Clermont	 	FL	 	34711	 	RV	 	288	 	
 	 	
 	 	1,255	 	429	 	100.0	%	 	100.0	%	 	$	4,693	
 	(i)	$	4,392	
 	(i)	
Lake Magic	 	9600 Hwy 192 West	 	Clermont	 	FL	 	34714	 	RV	 	69	 	
 	 	
 	 	471	 	108	 	100.0	%	 	100.0	%	 	$	4,920	
 	(i)	$	4,235	
 	 	
Orange Lake	 	15840 SR 50 Lot 32	 	Clermont	 	FL	 	34711	 	MH	 	38	 	
 	 	
 	 	242	 	242	 	95.0	%	 	95.5	%	 	$	4,732	
 	 	$	4,554	
 	 	
Orlando	 	2110 US Highway 27 S	 	Clermont	 	FL	 	34714	 	RV	 	270	 	30	 	136	 	850	 	119	 	100.0	%	 	100.0	%	 	$	3,388	
 	(i)	$	3,358	
 	(i)	
Haselton Village	 	14 Coral Street	 	Eustis	 	FL	 	32726	 	MH	 	52	 	
 	 	
 	 	291	 	291	 	97.3	%	 	98.6	%	 	$	3,728	
 	 	$	3,505	
 	 	
Southern Palms	 	One Avocado Lane	 	Eustis	 	FL	 	32726	 	RV	 	120	 	
 	 	
 	 	950	 	358	 	100.0	%	 	100.0	%	 	$	4,332	
 	 	$	4,363	
 	 	
Lakeside Terrace	 	24 Sunrise Lane	 	Fruitland Park	 	FL	 	34731	 	MH	 	39	 	
 	 	
 	 	241	 	241	 	97.9	%	 	98.8	%	 	$	3,843	
 	 	$	3,666	
 	 	
Grand Island	 	13310 Sea Breeze Lane	 	Grand Island	 	FL	 	32735	 	MH	 	35	 	
 	 	
 	 	362	 	362	 	63.5	%	 	63.3	%	 	$	5,145	
 	 	$	5,226	
 	 	
Sherwood Forest	 	5302 W. Irlo Bronson Hwy	Kissimmee	 	FL	 	34746	 	MH	 	124	 	
 	 	
 	 	769	 	769	 	93.6	%	 	94.3	%	 	$	5,586	
 	 	$	5,401	

17

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Sherwood Forest RV	 	5300 W. Irlo Bronson Hwy	 	Kissimmee	 	FL	 	34746	 	RV	 	107	 	43	 	149	 	513	 	116	 	100.0	%	 	100.0	%	 	$	5,604	
 	 	$	4,476	
 	 	
Tropical Palms(g)(h)	 	2650 Holiday Trail	 	Kissimmee	 	FL	 	34746	 	RV	 	59	 	
 	 	
 	 	541	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Beacon Hill Colony	 	1112 West Beacon Road	 	Lakeland	 	FL	 	33803	 	MH	 	31	 	
 	 	
 	 	201	 	201	 	99.0	%	 	98.5	%	 	$	4,557	
 	 	$	4,426	
 	 	
Beacon Terrace	 	2425 Harden Boulevard	 	Lakeland	 	FL	 	33803	 	MH	 	55	 	
 	 	
 	 	297	 	297	 	99.7	%	 	99.3	%	 	$	4,714	
 	 	$	4,510	
 	 	
Kings & Queens	 	2808 N. Florida Avenue	 	Lakeland	 	FL	 	33805	 	MH	 	18	 	
 	 	
 	 	107	 	107	 	95.3	%	 	96.3	%	 	$	4,621	
 	 	$	4,578	
 	 	
Lakeland Harbor	 	4747 N. State Road	 	Lakeland	 	FL	 	33805	 	MH	 	65	 	
 	 	
 	 	504	 	504	 	99.6	%	 	99.6	%	 	$	4,432	
 	 	$	4,245	
 	 	
Lakeland Junction	 	202 East Griffin Road	 	Lakeland	 	FL	 	33805	 	MH	 	23	 	
 	 	
 	 	193	 	193	 	99.0	%	 	98.4	%	 	$	3,754	
 	 	$	3,579	
 	 	
Coachwood Colony	 	2610 Dogwood Place	 	Leesburg	 	FL	 	34748	 	MH	 	29	 	
 	 	
 	 	202	 	202	 	89.1	%	 	91.1	%	 	$	4,030	
 	 	$	3,810	
 	 	
Mid-Florida Lakes	 	199 Forest Dr.	 	Leesburg	 	FL	 	34788	 	MH	 	290	 	
 	 	
 	 	1,225	 	1,225	 	82.8	%	 	83.0	%	 	$	5,700	
 	 	$	5,733	
 	 	
Southernaire	 	1700 Sanford Road	 	Mt. Dora	 	FL	 	32757	 	MH	 	14	 	
 	 	
 	 	114	 	114	 	82.5	%	 	79.8	%	 	$	4,011	
 	 	$	3,958	
 	 	
Foxwood	 	4705 NW 20th Street	 	Ocala	 	FL	 	34482	 	MH	 	56	 	
 	 	
 	 	375	 	375	 	80.8	%	 	84.3	%	 	$	4,629	
 	 	$	4,470	
 	 	
Oak Bend	 	10620 S.W. 27th Ave.	 	Ocala	 	FL	 	34476	 	MH	 	62	 	3	 	
 	 	262	 	262	 	88.5	%	 	88.5	%	 	$	5,114	
 	 	$	5,009	
 	 	
Villas at Spanish Oaks	3150 N.E. 36th Avenue	 	Ocala	 	FL	 	34479	 	MH	 	69	 	
 	 	
 	 	459	 	459	 	86.7	%	 	88.2	%	 	$	4,955	
 	 	$	4,866	
 	 	
Audubon	 	6565 Beggs Road	 	Orlando	 	FL	 	32810	 	MH	 	40	 	
 	 	
 	 	280	 	280	 	93.2	%	 	93.2	%	 	$	4,730	
 	 	$	4,611	
 	 	
Hidden Valley	 	8950 Polynesian Lane	 	Orlando	 	FL	 	32836	 	MH	 	50	 	
 	 	
 	 	303	 	303	 	98.0	%	 	98.7	%	 	$	6,162	
 	 	$	6,076	
 	 	
Starlight Ranch	 	6000 East Pershing Ave.	 	Orlando	 	FL	 	32822	 	MH	 	130	 	
 	 	
 	 	783	 	783	 	83.1	%	 	80.8	%	 	$	5,665	
 	 	$	5,623	
 	 	
Covington Estates	 	3400 Glenwick Drive	 	Saint Cloud	 	FL	 	34772	 	MH	 	59	 	
 	 	
 	 	241	 	241	 	94.2	%	 	92.9	%	 	$	4,473	
 	 	$	4,229	
 	 	
Parkwood Communities	 	414 Springlake Road	 	Wildwood	 	FL	 	34785	 	MH	 	121	 	
 	 	
 	 	694	 	694	 	97.3	%	 	95.5	%	 	$	3,192	
 	 	$	3,073	
 	 	
Three Flags RV Resort	1755 E State Rd 44	 	Wildwood	 	FL	 	34785	 	RV	 	23	 	
 	 	
 	 	221	 	12	 	100.0	%	 	100.0	%	 	$	2,577	
 	(i)	$	2,456	
 	(i)	
Winter Garden	 	13905 W. Colonial Dr.	 	Winter Garden	 	FL	 	34787	 	RV	 	27	 	
 	 	
 	 	350	 	122	 	100.0	%	 	100.0	%	 	$	4,668	
 	(i)	$	4,467	
 	 	
Gulf Coast (Tampa/Naples):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Toby’s RV	 	3550 N.E. Hwy 70	 	Arcadia	 	FL	 	34266	 	RV	 	44	 	
 	 	
 	 	379	 	253	 	100.0	%	 	100.0	%	 	$	2,825	
 	 	$	2,679	
 	 	
Winter Quarters Manatee	 	800 Kay Road NE	 	Bradenton	 	FL	 	34212	 	RV	 	42	 	
 	 	
 	 	415	 	215	 	100.0	%	 	100.0	%	 	$	5,036	
 	 	$	5,004	
 	 	
Windmill Manor	 	5320 53rd Ave. East	 	Bradenton	 	FL	 	34203	 	MH	 	49	 	
 	 	
 	 	292	 	292	 	94.2	%	 	95.2	%	 	$	6,143	
 	 	$	6,081	
 	 	
Glen Ellen	 	2882 Gulf to Bay Blvd	 	Clearwater	 	FL	 	33759	 	MH	 	12	 	
 	 	
 	 	106	 	106	 	90.6	%	 	88.7	%	 	$	3,719	
 	 	$	3,592	
 	(i)	
Hillcrest	 	2346 Druid Road East	 	Clearwater	 	FL	 	33764	 	MH	 	25	 	
 	 	
 	 	278	 	278	 	94.6	%	 	93.2	%	 	$	5,194	
 	 	$	5,065	
 	 	
Holiday Ranch	 	4300 East Bay Drive	 	Clearwater	 	FL	 	33764	 	MH	 	12	 	
 	 	
 	 	150	 	150	 	88.0	%	 	87.3	%	 	$	4,847	
 	 	$	4,791	
 	 	
Silk Oak	 	28488 US Highway 19 N	 	Clearwater	 	FL	 	33761	 	MH	 	19	 	
 	 	
 	 	181	 	181	 	91.7	%	 	87.8	%	 	$	5,174	
 	 	$	5,082	
 	 	
Shady Oaks	 	15777 Bolesta Road	 	Clearwater	 	FL	 	33760	 	MH	 	31	 	
 	 	
 	 	250	 	250	 	94.4	%	 	94.8	%	 	$	5,807	
 	 	$	5,597	
 	 	
Shady Village	 	15666 49th St. North	 	Clearwater	 	FL	 	33760	 	MH	 	19	 	
 	 	
 	 	156	 	156	 	94.9	%	 	94.9	%	 	$	5,761	
 	 	$	5,677	
 	 	
Crystal Isles	 	11419 W. Ft. Island Drive	Crystal River	 	FL	 	34429	 	RV	 	38	 	
 	 	
 	 	260	 	53	 	100.0	%	 	100.0	%	 	$	5,106	
 	 	$	5,258	
 	(i)	
Lake Haven	 	1415 Main Street	 	Dunedin	 	FL	 	34698	 	MH	 	48	 	
 	 	
 	 	379	 	379	 	91.0	%	 	88.4	%	 	$	5,863	
 	 	$	5,738	
 	 	
Colony Cove	 	4313 Kings Drive	 	Ellenton	 	FL	 	34222	 	MH	 	538	 	
 	 	
 	 	2,207	 	2,207	 	88.9	%	 	87.1	%	 	$	6,209	
 	 	$	6,069	
 	 	
Ridgewood Estates	 	3461 Stephanie Lane	 	Ellenton	 	FL	 	34222	 	MH	 	77	 	
 	 	
 	 	380	 	380	 	98.7	%	 	98.7	%	 	$	4,376	
 	 	$	4,187	

18

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Fort Myers Beach Resort	 	16299 San Carlos Blvd.	 	Fort Myers	 	FL	 	33908	 	RV	 	31	 	
 	 	
 	 	306	 	92	 	100.0	%	 	100.0	%	 	$	6,177	
 	 	$	6,106	
 	 	
Gulf Air Resort	 	17279 San Carlos Blvd. SW	Fort Myers	 	FL	 	33931	 	RV	 	25	 	
 	 	
 	 	246	 	151	 	100.0	%	 	100.0	%	 	$	5,446	
 	 	$	5,290	
 	 	
Barrington Hills	 	9412 New York Avenue	 	Hudson	 	FL	 	34667	 	RV	 	28	 	
 	 	
 	 	392	 	253	 	100.0	%	 	100.0	%	 	$	3,334	
 	 	$	3,260	
 	 	
Down Yonder	 	7001 N. 142nd Avenue	 	Largo	 	FL	 	33771	 	MH	 	50	 	
 	 	
 	 	361	 	361	 	98.9	%	 	97.8	%	 	$	6,250	
 	 	$	6,095	
 	 	
East Bay Oaks	 	601 Starkey Road	 	Largo	 	FL	 	33771	 	MH	 	40	 	
 	 	
 	 	328	 	328	 	99.7	%	 	97.9	%	 	$	5,216	
 	 	$	5,034	
 	 	
Eldorado Village	 	2505 East Bay Drive	 	Largo	 	FL	 	33771	 	MH	 	25	 	
 	 	
 	 	227	 	227	 	99.6	%	 	99.1	%	 	$	5,240	
 	 	$	5,034	
 	(i)	
Shangri La	 	249 Jasper Street N.W.	 	Largo	 	FL	 	33770	 	MH	 	14	 	
 	 	
 	 	160	 	160	 	83.8	%	 	75.6	%	 	$	5,037	
 	 	$	5,024	
 	 	
Vacation Village	 	6900 Ulmerton Road	 	Largo	 	FL	 	33771	 	RV	 	29	 	
 	 	
 	 	293	 	147	 	100.0	%	 	100.0	%	 	$	4,446	
 	 	$	4,289	
 	 	
Whispering Pines - Largo	 	7501 142nd Ave North	 	Largo	 	FL	 	33771	 	MH	 	55	 	
 	 	
 	 	392	 	392	 	82.7	%	 	85.5	%	 	$	6,227	
 	 	$	6,016	
 	 	
Winter Quarters Pasco	21632 State Road 54	 	Lutz	 	FL	 	33549	 	RV	 	27	 	
 	 	
 	 	255	 	187	 	100.0	%	 	100.0	%	 	$	3,735	
 	 	$	3,761	
 	 	
Buccaneer	 	2210 N. Tamiami Trail N.E.	N. Ft. Myers	 	FL	 	33903	 	MH	 	223	 	39	 	162	 	971	 	971	 	98.2	%	 	98.2	%	 	$	6,556	
 	 	$	6,435	
 	 	
Island Vista MHC	 	3000 N. Tamiami Trail	 	N. Ft. Myers	 	FL	 	33903	 	MH	 	121	 	
 	 	
 	 	616	 	616	 	74.0	%	 	78.1	%	 	$	4,407	
 	 	$	4,157	
 	 	
Lake Fairways	 	19371 Tamiami Trail	 	N. Ft. Myers	 	FL	 	33903	 	MH	 	259	 	
 	 	
 	 	896	 	896	 	99.3	%	 	99.4	%	 	$	6,633	
 	 	$	6,359	
 	 	
Pine Lakes	 	10200 Pine Lakes Blvd.	 	N. Ft. Myers	 	FL	 	33903	 	MH	 	314	 	
 	 	
 	 	584	 	584	 	99.8	%	 	100.0	%	 	$	7,761	
 	 	$	7,483	
 	 	
Pioneer Village	 	7974 Samville Rd.	 	N. Ft. Myers	 	FL	 	33917	 	RV	 	90	 	
 	 	
 	 	733	 	368	 	100.0	%	 	100.0	%	 	$	4,458	
 	 	$	4,370	
 	 	
The Heritage	 	3000 Heritage Lakes Blvd.	 	N. Ft. Myers	 	FL	 	33917	 	MH	 	214	 	22	 	132	 	453	 	453	 	98.7	%	 	98.7	%	 	$	5,816	
 	 	$	5,602	
 	 	
Windmill Village	 	16131 N. Cleveland Ave.	 	N. Ft. Myers	 	FL	 	33903	 	MH	 	69	 	
 	 	
 	 	491	 	491	 	90.0	%	 	89.6	%	 	$	5,140	
 	 	$	5,025	
 	 	
Country Place	 	2601 Country Place Blvd.	 	New Port Richey	 	FL	 	34655	 	MH	 	82	 	
 	 	
 	 	515	 	515	 	99.0	%	 	99.6	%	 	$	5,620	
 	 	$	5,353	
 	 	
Hacienda Village	 	7107 Gibraltar Ave	 	New Port Richey	FL	 	34653	 	MH	 	66	 	
 	 	
 	 	505	 	505	 	97.0	%	 	95.4	%	 	$	5,393	
 	 	$	5,238	
 	 	
Harbor View	 	6617 Louisna Ave	 	New Port Richey	FL	 	34653	 	MH	 	69	 	
 	 	
 	 	471	 	471	 	96.0	%	 	98.3	%	 	$	4,592	
 	 	$	4,444	
 	 	
Bay Lake Estates	 	1200 East Colonia Lane	 	Nokomis	 	FL	 	34275	 	MH	 	34	 	
 	 	
 	 	228	 	228	 	95.2	%	 	94.7	%	 	$	6,672	
 	 	$	6,494	
 	 	
Lake Village	 	400 Lake Drive	 	Nokomis	 	FL	 	34275	 	MH	 	65	 	
 	 	
 	 	391	 	391	 	99.0	%	 	95.4	%	 	$	6,488	
 	 	$	6,495	
 	 	
Royal Coachman	 	1070 Laurel Road East	 	Nokomis	 	FL	 	34275	 	RV	 	111	 	
 	 	
 	 	546	 	433	 	100.0	%	 	100.0	%	 	$	6,600	
 	 	$	6,473	
 	 	
Silver Dollar	 	12515 Silver Dollar Drive	Odessa	 	FL	 	33556	 	RV	 	412	 	
 	 	
 	 	459	 	393	 	100.0	%	 	100.0	%	 	$	6,139	
 	 	$	5,968	
 	 	
Terra Ceia	 	9303 Bayshore Road	 	Palmetto	 	FL	 	34221	 	RV	 	18	 	
 	 	
 	 	203	 	139	 	100.0	%	 	100.0	%	 	$	3,899	
 	 	$	3,893	
 	 	
Lakes at Countrywood	 	745 Arbor Estates Way	 	Plant City	 	FL	 	33565	 	MH	 	122	 	
 	 	
 	 	424	 	424	 	93.2	%	 	92.7	%	 	$	4,705	
 	 	$	4,496	
 	 	
Meadows at Countrywood	 	745 Arbor Estates Way	 	Plant City	 	FL	 	33565	 	MH	 	140	 	13	 	110	 	799	 	799	 	95.9	%	 	96.1	%	 	$	5,217	
 	 	$	5,217	
 	(i)	
Oaks at Countrywood	 	745 Arbor Estates Way	 	Plant City	 	FL	 	33565	 	MH	 	44	 	
 	 	
 	 	168	 	168	 	76.8	%	 	76.2	%	 	$	5,060	
 	 	$	4,529	
 	 	
Harbor Lakes	 	3737 El Jobean Road #294	Port Charlotte	 	FL	 	33953	 	RV	 	80	 	
 	 	
 	 	528	 	298	 	100.0	%	 	100.0	%	 	$	4,897	
 	 	$	4,783	
 	 	
Emerald Lake	 	24300 Airport Road	 	Punta Gorda	 	FL	 	33950	 	MH	 	28	 	
 	 	
 	 	200	 	200	 	90.5	%	 	90.0	%	 	$	4,555	
 	 	$	4,332	
 	 	
Gulf View	 	10205 Burnt Store Road	 	Punta Gorda	 	FL	 	33950	 	RV	 	78	 	
 	 	
 	 	206	 	48	 	100.0	%	 	100.0	%	 	$	4,749	
 	 	$	4,575	
 	 	
Tropical Palms	 	17100 Tamiami Trail	 	Punta Gorda	 	FL	 	33955	 	MH	 	50	 	
 	 	
 	 	294	 	294	 	88.4	%	 	87.8	%	 	$	3,906	
 	 	$	3,684	

19

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Winds of St. Armands No.	 	4000 N. Tuttle Ave.	 	Sarasota	 	FL	 	34234	 	MH	 	74	 	
 	 	
 	 	471	 	471	 	96.8	%	 	96.0	%	 	$	6,802	
 	 	$	6,585	
 	 	
Winds of St. Armands So.	 	3000 N. Tuttle Ave.	 	Sarasota	 	FL	 	34234	 	MH	 	61	 	
 	 	
 	 	306	 	306	 	99.0	%	 	98.4	%	 	$	6,912	
 	 	$	6,723	
 	 	
Peace River	 	2555 US Highway 17	 	South Wauchula	 	FL	 	33873	 	RV	 	72	 	38	 	
 	 	454	 	43	 	100.0	%	 	100.0	%	 	$	2,342	
 	 	$	2,281	
 	(i)	
Topics	 	13063 County Line Road	 	Spring Hill	 	FL	 	34609	 	RV	 	35	 	
 	 	
 	 	230	 	187	 	100.0	%	 	100.0	%	 	$	3,276	
 	 	$	3,145	
 	 	
Pine Island	 	5120 Stringfellow Road	 	St. James City	 	FL	 	33956	 	RV	 	31	 	
 	 	
 	 	363	 	92	 	100.0	%	 	100.0	%	 	$	5,471	
 	 	$	5,249	
 	 	
Carefree Village	 	8000 Sheldon Road	 	Tampa	 	FL	 	33615	 	MH	 	58	 	
 	 	
 	 	401	 	401	 	96.3	%	 	94.8	%	 	$	4,696	
 	 	$	4,717	
 	 	
Tarpon Glen	 	1038 Sparrow Lane	 	Tarpon Springs	 	FL	 	34689	 	MH	 	24	 	
 	 	
 	 	169	 	169	 	89.3	%	 	87.6	%	 	$	5,354	
 	 	$	5,270	
 	 	
Featherock	 	2200 Highway 60 East	 	Valrico	 	FL	 	33594	 	MH	 	84	 	
 	 	
 	 	521	 	521	 	97.9	%	 	97.7	%	 	$	4,789	
 	 	$	4,608	
 	 	
Bay Indies	 	950 Ridgewood Ave	 	Venice	 	FL	 	34285	 	MH	 	210	 	
 	 	
 	 	1,309	 	1,309	 	96.3	%	 	94.2	%	 	$	7,888	
 	 	$	7,712	
 	 	
Ramblers Rest	 	1300 North River Rd.	 	Venice	 	FL	 	34293	 	RV	 	117	 	
 	 	
 	 	647	 	406	 	100.0	%	 	100.0	%	 	$	5,253	
 	 	$	5,109	
 	 	
Crystal Lakes-Zephyrhills	 	4604 Lake Crystal Blvd.	 	Zephyrhills	 	FL	 	33541	 	MH	 	146	 	
 	 	140	 	318	 	318	 	95.3	%	 	95.6	%	 	$	3,529	
 	 	$	3,387	
 	 	
Sixth Avenue	 	39345 6th Avenue	 	Zephyrhills	 	FL	 	33542	 	MH	 	14	 	
 	 	
 	 	140	 	140	 	83.6	%	 	86.4	%	 	$	2,648	
 	 	$	2,600	
 	 	
Total Florida Market	 	

 	 	
 	 	9,890	 	410	 	1,844	 	50,958	 	42,177	 	92.6	%	 	92.2	%	 	$	5,597	
 	 	$	5,423	

California	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Northern California:	 	

 	 	

 	 	

 	 	

 	

 	 	

Monte del Lago	 	13100 Monte del Lago	 	Castroville	 	CA	 	95012	 	MH	 	54	 	
 	 	
 	 	310	 	310	 	96.5	%	 	93.9	%	 	$	13,059	
 	 	$	12,900	
 	 	
Colony Park	 	3939 Central Avenue	 	Ceres	 	CA	 	95307	 	MH	 	20	 	
 	 	
 	 	186	 	186	 	89.8	%	 	88.2	%	 	$	6,876	
 	(i)	$	6,870	
 	 	
Russian River	 	33655 Geysers Rd	 	Cloverdale	 	CA	 	95425	 	RV	 	41	 	
 	 	
 	 	135	 	1	 	100.0	%	 	100.0	%	 	$	2,748	
 	 	$	2,791	
 	(i)	
Snowflower (h)	 	41776 Yuba Gap Dr	 	Emigrant Gap	 	CA	 	95715	 	RV	 	612	 	200	 	
 	 	268	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Four Seasons	 	3138 West Dakota	 	Fresno	 	CA	 	93722	 	MH	 	40	 	
 	 	
 	 	242	 	242	 	90.9	%	 	88.8	%	 	$	4,450	
 	 	$	4,350	
 	 	
Yosemite Lakes	 	31191 Harden Flat Rd	 	Groveland	 	CA	 	95321	 	RV	 	403	 	30	 	111	 	299	 	1	 	100.0	%	 	100.0	%	 	$	2,028	
 	 	$	2,022	
 	 	
Tahoe Valley (b) (h)	 	1175 Melba Drive	 	Lake Tahoe	 	CA	 	96150	 	RV	 	86	 	20	 	200	 	413	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Sea Oaks	 	1675 Los Osos Valley Rd., #221	 	Los Osos	 	CA	 	93402	 	MH	 	18	 	
 	 	
 	 	125	 	125	 	99.2	%	 	98.4	%	 	$	6,418	
 	 	$	6,238	
 	 	
Ponderosa	 	7291 Highway 49	 	Lotus	 	CA	 	95651	 	RV	 	22	 	
 	 	
 	 	170	 	20	 	100.0	%	 	100.0	%	 	$	3,060	
 	 	$	2,895	
 	(i)	
Turtle Beach	 	703 E Williamson Rd	 	Manteca	 	CA	 	95337	 	RV	 	39	 	
 	 	
 	 	79	 	24	 	100.0	%	 	100.0	%	 	$	3,407	
 	 	$	3,070	
 	(i)	
Coralwood (b)	 	331 Coralwood	 	Modesto	 	CA	 	95356	 	MH	 	22	 	
 	 	
 	 	194	 	194	 	67.5	%	 	67.0	%	 	$	8,616	
 	 	$	8,603	
 	(i)	
Lake Minden	 	1256 Marcum Rd	 	Nicolaus	 	CA	 	95659	 	RV	 	165	 	82	 	540	 	323	 	13	 	100.0	%	 	100.0	%	 	$	2,730	
 	 	$	2,647	
 	 	
Lake of the Springs	 	14152 French Town Rd	 	Oregon House	 	CA	 	95962	 	RV	 	954	 	507	 	1,014	 	541	 	57	 	100.0	%	 	100.0	%	 	$	3,096	
 	 	$	2,629	
 	 	
Concord Cascade	 	245 Aria Drive	 	Pacheco	 	CA	 	94553	 	MH	 	31	 	
 	 	
 	 	283	 	283	 	99.6	%	 	99.6	%	 	$	8,392	
 	 	$	8,249	
 	 	
San Francisco RV (h)	700 Palmetto Ave	 	Pacifica	 	CA	 	94044	 	RV	 	12	 	
 	 	
 	 	182	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Quail Meadows	 	5901 Newbrook Drive	 	Riverbank	 	CA	 	95367	 	MH	 	20	 	
 	 	
 	 	146	 	146	 	89.0	%	 	93.2	%	 	$	8,349	
 	 	$	8,349	
 	 	
California Hawaiian	 	3637 Snell Avenue	 	San Jose	 	CA	 	95136	 	MH	 	50	 	
 	 	
 	 	418	 	418	 	100.0	%	 	99.5	%	 	$	11,386	
 	 	$	11,109	
 	 	
Sunshadow	 	1350 Panoche Avenue	 	San Jose	 	CA	 	95122	 	MH	 	30	 	
 	 	
 	 	121	 	121	 	98.3	%	 	99.2	%	 	$	11,197	
 	 	$	10,718	

20

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Village of the Four Seasons	 	200 Ford Road	 	San Jose	 	CA	 	95138	 	MH	 	30	 	
 	 	
 	 	271	 	271	 	99.6	%	 	97.0	%	 	$	10,569	
 	 	$	10,257	
 	 	
Westwinds (4 Properties)	 	500 Nicholson Lane	 	San Jose	 	CA	 	95134	 	MH	 	88	 	
 	 	
 	 	723	 	723	 	99.9	%	 	100.0	%	 	$	12,293	
 	 	$	11,907	
 	 	
Laguna Lake	 	1801 Perfumo Canyon Road	San Luis Obispo	 	CA	 	93405	 	MH	 	100	 	
 	 	
 	 	300	 	300	 	100.0	%	 	100.0	%	 	$	6,190	
 	 	$	6,008	
 	 	
Contempo Marin	 	400 Yosemite Road	 	San Rafael	 	CA	 	94903	 	MH	 	63	 	
 	 	
 	 	396	 	396	 	99.0	%	 	98.2	%	 	$	10,892	
 	 	$	10,094	
 	 	
DeAnza Santa Cruz	 	2395 Delaware Avenue	 	Santa Cruz	 	CA	 	95060	 	MH	 	30	 	
 	 	
 	 	198	 	198	 	94.9	%	 	93.9	%	 	$	13,984	
 	 	$	12,598	
 	 	
Santa Cruz Ranch RV Resort (h)	 	917 Disc Drive	 	Scotts Valley	 	CA	 	95066	 	RV	 	7	 	
 	 	
 	 	106	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Royal Oaks	 	415 Akers Drive N.	 	Visalia	 	CA	 	93291	 	MH	 	20	 	
 	 	
 	 	149	 	149	 	82.6	%	 	96.0	%	 	$	6,554	
 	 	$	6,023	
 	 	
Southern California:	 	

 	 	

 	 	

 	 	

 	

 	 	

Soledad Canyon	 	4700 Crown Valley Rd	 	Acton	 	CA	 	93510	 	RV	 	273	 	
 	 	
 	 	1,251	 	160	 	100.0	%	 	100.0	%	 	$	2,689	
 	 	$	2,581	
 	 	
Los Ranchos	 	20843 Waalew Road	 	Apple Valley	 	CA	 	92307	 	MH	 	30	 	
 	 	
 	 	389	 	389	 	96.4	%	 	96.4	%	 	$	6,240	
 	 	$	6,047	
 	 	
Date Palm Country Club (b)	 	36-200 Date Palm Drive	 	Cathedral City	 	CA	 	92234	 	MH	 	232	 	3	 	24	 	538	 	538	 	94.4	%	 	95.5	%	 	$	11,692	
 	 	$	11,790	
 	 	
Date Palm RV	 	36-100 Date Palm Drive	 	Cathedral City	 	CA	 	92234	 	RV	 	(f)	 	
 	 	
 	 	140	 	20	 	100.0	%	 	100.0	%	 	$	4,399	
 	 	$	4,183	
 	 	
Oakzanita	 	11053 Highway 79	 	Descanso	 	CA	 	91916	 	RV	 	145	 	5	 	
 	 	146	 	22	 	100.0	%	 	100.0	%	 	$	3,008	
 	 	$	2,999	
 	(i)	
Rancho Mesa	 	450 East Bradley Ave.	 	El Cajon	 	CA	 	92021	 	MH	 	20	 	
 	 	
 	 	158	 	158	 	98.1	%	 	78.5	%	 	$	11,302	
 	 	$	11,215	
 	 	
Rancho Valley	 	12970 Hwy 8 Business	 	El Cajon	 	CA	 	92021	 	MH	 	19	 	
 	 	
 	 	140	 	140	 	100.0	%	 	97.1	%	 	$	12,105	
 	 	$	12,060	
 	 	
Royal Holiday	 	4400 W Florida Ave	 	Hemet	 	CA	 	92545	 	MH	 	22	 	
 	 	
 	 	196	 	196	 	64.8	%	 	67.9	%	 	$	5,535	
 	 	$	5,386	
 	 	
Idyllwild	 	24400 Canyon Trail Drive	 	Idyllwild	 	CA	 	92549	 	RV	 	191	 	
 	 	
 	 	287	 	32	 	100.0	%	 	100.0	%	 	$	2,398	
 	 	$	2,408	
 	 	
Pio Pico	 	14615 Otay Lakes Rd	 	Jamul	 	CA	 	91935	 	RV	 	176	 	10	 	
 	 	512	 	87	 	100.0	%	 	100.0	%	 	$	3,469	
 	 	$	3,479	
 	(i)	
Wilderness Lakes	 	30605 Briggs Rd	 	Menifee	 	CA	 	92584	 	RV	 	73	 	
 	 	
 	 	529	 	37	 	100.0	%	 	100.0	%	 	$	3,570	
 	 	$	3,745	
 	(i)	
Morgan Hill	 	12895 Uvas Rd	 	Morgan Hill	 	CA	 	95037	 	RV	 	62	 	
 	 	
 	 	339	 	17	 	100.0	%	 	100.0	%	 	$	3,270	
 	 	$	3,296	
 	 	
Pacific Dunes Ranch(h)	1205 Silver Spur Place	 	Oceana	 	CA	 	93445	 	RV	 	48	 	
 	 	
 	 	215	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
San Benito	 	16225 Cienega Rd	 	Paicines	 	CA	 	95043	 	RV	 	199	 	23	 	
 	 	523	 	22	 	100.0	%	 	100.0	%	 	$	3,028	
 	 	$	2,887	
 	 	
Palm Springs	 	77500 Varner Rd	 	Palm Desert	 	CA	 	92211	 	RV	 	35	 	
 	 	
 	 	401	 	47	 	100.0	%	 	100.0	%	 	$	3,681	
 	(i)	$	3,549	
 	 	
Las Palmas	 	1025 S. Riverside Ave.	 	Rialto	 	CA	 	92376	 	MH	 	18	 	
 	 	
 	 	136	 	136	 	100.0	%	 	99.3	%	 	$	6,349	
 	 	$	6,276	
 	 	
Parque La Quinta	 	350 S. Willow Ave. #120	 	Rialto	 	CA	 	92376	 	MH	 	19	 	
 	 	
 	 	166	 	166	 	98.8	%	 	98.8	%	 	$	6,253	
 	 	$	6,100	
 	 	
Rancho Oso	 	3750 Paradise Rd	 	Santa Barbara	 	CA	 	93105	 	RV	 	310	 	40	 	
 	 	187	 	19	 	100.0	%	 	100.0	%	 	$	3,587	
 	(i)	$	3,530	
 	(i)	
Meadowbrook	 	8301 Mission Gorge Rd.	 	Santee	 	CA	 	92071	 	MH	 	43	 	
 	 	
 	 	338	 	338	 	100.0	%	 	100.0	%	 	$	9,000	
 	 	$	8,791	
 	 	
Lamplighter	 	10767 Jamacha Blvd.	 	Spring Valley	 	CA	 	91978	 	MH	 	32	 	
 	 	
 	 	270	 	270	 	99.6	%	 	97.4	%	 	$	12,415	
 	 	$	12,324	
 	 	
Santiago Estates	 	13691 Gavina Ave. #632	 	Sylmar	 	CA	 	91342	 	MH	 	113	 	9	 	
 	 	300	 	300	 	100.0	%	 	99.7	%	 	$	12,236	
 	 	$	11,697	
 	 	
Total California Market	 	

 	 	
 	 	5,017	 	929	 	1,889	 	13,739	 	7,272	 	95.9	%	 	95.4	%	 	$	9,315	
 	 	$	9,113	
 	 	
Arizona	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Countryside RV	 	2701 S. Idaho Rd	 	Apache Junction	AZ	 	85219	 	RV	 	53	 	
 	 	
 	 	560	 	269	 	100.0	%	 	100.0	%	 	$	3,228	
 	(i)	$	2,762	
 	(i)	
Golden Sun RV	 	999 W Broadway Ave	 	Apache Junction	AZ	 	85220	 	RV	 	33	 	
 	 	
 	 	329	 	202	 	100.0	%	 	100.0	%	 	$	3,250	
 	 	$	3,228	

21

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Apache East	 	3500 S. Tomahawk	 	Apache Junction	AZ	 	85119	 	MH	 	17	 	
 	 	
 	 	123	 	123	 	97.6	%	 	97.6	%	 	$	4,919	
 	 	$	4,821	
 	 	
Denali Park	 	3405 S. Tomahawk	 	Apache Junction	AZ	 	85119	 	MH	 	33	 	
 	 	
 	 	163	 	163	 	94.5	%	 	91.4	%	 	$	4,260	
 	(i)	$	4,463	
 	 	
Valley Vista (h)	 	1060 S. Highway 80	 	Benson	 	AZ	 	85602	 	RV	 	6	 	
 	 	
 	 	145	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Casita Verde RV	 	2200 N. Trekell Rd.	 	Casa Grande	 	AZ	 	85222	 	RV	 	14	 	
 	 	
 	 	192	 	98	 	100.0	%	 	100.0	%	 	$	2,430	
 	 	$	2,370	
 	 	
Fiesta Grande RV	 	1511 East Florence Blvd.	 	Casa Grande	 	AZ	 	85222	 	RV	 	77	 	
 	 	
 	 	767	 	522	 	100.0	%	 	100.0	%	 	$	2,962	
 	 	$	2,885	
 	 	
Foothills West RV	 	10167 N. Encore Dr.	 	Casa Grande	 	AZ	 	85222	 	RV	 	16	 	
 	 	
 	 	188	 	118	 	100.0	%	 	100.0	%	 	$	2,388	
 	(i)	$	2,302	
 	 	
Sunshine Valley	 	1650 S. Arizona Avenue	 	Chandler	 	AZ	 	85286	 	MH	 	55	 	
 	 	
 	 	381	 	381	 	90.0	%	 	88.7	%	 	$	5,403	
 	 	$	5,277	
 	 	
Verde Valley	 	6400 Thousand Trails Rd, SP # 16	 	Cottonwood	 	AZ	 	86326	 	RV	 	273	 	129	 	515	 	352	 	47	 	100.0	%	 	100.0	%	 	$	3,194	
 	 	$	3,182	
 	 	
Casa del Sol East II	 	10960 N. 67th Avenue	 	Glendale	 	AZ	 	85304	 	MH	 	29	 	
 	 	
 	 	239	 	239	 	91.2	%	 	86.2	%	 	$	6,660	
 	 	$	6,640	
 	 	
Casa del Sol East III	 	10960 N. 67th Avenue	 	Glendale	 	AZ	 	85304	 	MH	 	28	 	
 	 	
 	 	236	 	236	 	85.6	%	 	78.4	%	 	$	6,789	
 	 	$	6,937	
 	 	
Palm Shadows	 	7300 N. 51st. Avenue	 	Glendale	 	AZ	 	85301	 	MH	 	33	 	
 	 	
 	 	294	 	294	 	95.2	%	 	92.5	%	 	$	4,938	
 	 	$	5,409	
 	 	
Monte Vista	 	8865 E. Baseline Road	 	Mesa	 	AZ	 	85209	 	RV	 	142	 	56	 	515	 	832	 	742	 	100.0	%	 	100.0	%	 	$	5,826	
 	(i)	$	5,706	
 	 	
Viewpoint	 	8700 E. University	 	Mesa	 	AZ	 	85207	 	RV	 	332	 	55	 	467	 	1,954	 	1,564	 	100.0	%	 	100.0	%	 	$	5,668	
 	(i)	$	5,271	
 	(i)	
Hacienda de Valencia	 	201 S. Greenfield Rd.	 	Mesa	 	AZ	 	85206	 	MH	 	51	 	
 	 	
 	 	364	 	364	 	98.6	%	 	98.6	%	 	$	6,254	
 	 	$	6,156	
 	 	
The Highlands at Brentwood	 	120 North Val Vista Drive	 	Mesa	 	AZ	 	85213	 	MH	 	45	 	
 	 	
 	 	268	 	268	 	100.0	%	 	100.0	%	 	$	6,973	
 	 	$	6,934	
 	 	
Seyenna Vistas (The Mark)	 	625 West McKellips	 	Mesa	 	AZ	 	85201	 	MH	 	60	 	4	 	
 	 	410	 	410	 	97.1	%	 	85.4	%	 	$	3,874	
 	 	$	4,265	
 	 	
Apollo Village	 	10701 N. 99th Ave.	 	Peoria	 	AZ	 	85345	 	MH	 	29	 	3	 	
 	 	238	 	238	 	97.1	%	 	99.2	%	 	$	5,472	
 	 	$	5,442	
 	 	
Casa del Sol West I	 	11411 N. 91st Avenue	 	Peoria	 	AZ	 	85345	 	MH	 	31	 	
 	 	
 	 	245	 	245	 	98.8	%	 	98.4	%	 	$	6,279	
 	 	$	6,184	
 	 	
Carefree Manor	 	19602 N. 32nd Street	 	Phoenix	 	AZ	 	85050	 	MH	 	16	 	
 	 	
 	 	130	 	130	 	98.5	%	 	99.2	%	 	$	5,254	
 	 	$	4,983	
 	 	
Central Park	 	205 West Bell Road	 	Phoenix	 	AZ	 	85023	 	MH	 	37	 	
 	 	
 	 	293	 	293	 	100.0	%	 	100.0	%	 	$	6,240	
 	 	$	6,230	
 	 	
Desert Skies	 	19802 N. 32 Street	 	Phoenix	 	AZ	 	85024	 	MH	 	24	 	
 	 	
 	 	166	 	166	 	99.4	%	 	100.0	%	 	$	5,831	
 	 	$	5,826	
 	 	
Sunrise Heights	 	17801 North 16th Street	 	Phoenix	 	AZ	 	85022	 	MH	 	28	 	
 	 	
 	 	199	 	199	 	99.5	%	 	100.0	%	 	$	5,886	
 	 	$	5,781	
 	 	
Whispering Palms	 	19225 N. Cave Creek Rd.	Phoenix	 	AZ	 	85024	 	MH	 	15	 	
 	 	
 	 	116	 	116	 	99.1	%	 	97.4	%	 	$	5,029	
 	 	$	4,994	
 	 	
Desert Vista	 	64812 Harcuvar	 	Salome	 	AZ	 	85348	 	RV	 	10	 	
 	 	
 	 	125	 	1	 	100.0	%	 	100.0	%	 	$	2,702	
 	(i)	$	3,601	
 	 	
Sedona Shadows	 	6770 W. U.S. Hwy 89A	 	Sedona	 	AZ	 	86336	 	MH	 	48	 	6	 	10	 	198	 	198	 	99.5	%	 	99.5	%	 	$	8,468	
 	 	$	8,266	
 	 	
Venture In	 	270 N. Clark Rd.	 	Show Low	 	AZ	 	85901	 	RV	 	26	 	
 	 	
 	 	389	 	277	 	100.0	%	 	100.0	%	 	$	3,031	
 	 	$	2,957	
 	 	
Paradise	 	10950 W. Union Hill Dr.	Sun City	 	AZ	 	85373	 	RV	 	80	 	
 	 	
 	 	950	 	804	 	100.0	%	 	100.0	%	 	$	4,405	
 	 	$	4,273	
 	 	
The Meadows	 	2401 W. Southern Ave.	 	Tempe	 	AZ	 	85282	 	MH	 	60	 	
 	 	
 	 	391	 	391	 	99.2	%	 	99.0	%	 	$	6,731	
 	 	$	6,570	
 	 	
Fairview Manor	 	3115 N. Fairview Avenue	 	Tucson	 	AZ	 	85705	 	MH	 	28	 	
 	 	
 	 	237	 	237	 	88.2	%	 	90.3	%	 	$	4,674	
 	(i)	$	4,672	
 	 	
Westpark	 	2501 W. Wickenburg Way	Wickenburg	 	AZ	 	85390	 	MH	 	48	 	
 	 	
 	 	232	 	188	 	93.5	%	 	96.8	%	 	$	6,121	
 	 	$	6,753	
 	 	
Araby	 	6649 E. 32nd. St.	 	Yuma	 	AZ	 	85365	 	RV	 	25	 	
 	 	
 	 	337	 	303	 	100.0	%	 	100.0	%	 	$	3,293	
 	 	$	3,267	
 	 	
Cactus Gardens	 	10657 S. Ave. 9-E	 	Yuma	 	AZ	 	85365	 	RV	 	43	 	
 	 	
 	 	430	 	295	 	100.0	%	 	100.0	%	 	$	2,231	
 	 	$	2,239	
 	 	
Capri RV	 	3380 South 4th Ave	 	Yuma	 	AZ	 	85365	 	RV	 	20	 	
 	 	
 	 	303	 	260	 	100.0	%	 	100.0	%	 	$	2,957	
 	 	$	2,909	
 	 	
Desert Paradise	 	10537 South Ave., 9E	 	Yuma	 	AZ	 	85365	 	RV	 	26	 	
 	 	
 	 	260	 	134	 	100.0	%	 	100.0	%	 	$	2,297	
 	 	$	2,288	

22

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Foothill	 	12705 E. South Frontage Rd.	Yuma	 	AZ	 	85367	 	RV	 	18	 	
 	 	
 	 	180	 	73	 	100.0	%	 	100.0	%	 	$	2,322	
 	 	$	2,259	
 	 	
Mesa Verde	 	3649 & 3749 South 4th Ave.	Yuma	 	AZ	 	85365	 	RV	 	28	 	
 	 	
 	 	345	 	311	 	100.0	%	 	100.0	%	 	$	2,855	
 	 	$	2,819	
 	 	
Suni Sands	 	1960 East 32nd Street	 	Yuma	 	AZ	 	85365	 	RV	 	34	 	
 	 	
 	 	336	 	205	 	100.0	%	 	100.0	%	 	$	2,759	
 	 	$	2,695	
 	 	
Total Arizona Market	 	

 	 	
 	 	1,971	 	253	 	1,507	 	13,897	 	11,104	 	98.6	%	 	97.5	%	 	$	4,859	
 	 	$	4,759	
 	 	
Colorado	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Hillcrest Village	 	1600 Sable Boulevard	 	Aurora	 	CO	 	80011	 	MH	 	72	 	
 	 	
 	 	601	 	601	 	91.8	%	 	91.7	%	 	$	7,332	
 	 	$	7,064	
 	 	
Cimarron	 	12205 North Perry	 	Broomfield	 	CO	 	80020	 	MH	 	50	 	
 	 	
 	 	327	 	327	 	89.6	%	 	84.4	%	 	$	7,086	
 	 	$	6,901	
 	 	
Holiday Village	 	3405 Sinton Road	 	Co. Springs	 	CO	 	80907	 	MH	 	38	 	
 	 	
 	 	240	 	240	 	75.8	%	 	72.9	%	 	$	6,870	
 	 	$	6,925	
 	 	
Bear Creek	 	3500 South King Street	 	Denver	 	CO	 	80236	 	MH	 	12	 	
 	 	
 	 	124	 	124	 	87.1	%	 	87.9	%	 	$	7,222	
 	 	$	6,716	
 	 	
Holiday Hills	 	2000 West 92nd Avenue	 	Denver	 	CO	 	80260	 	MH	 	99	 	
 	 	
 	 	736	 	736	 	78.3	%	 	79.9	%	 	$	7,041	
 	 	$	6,898	
 	 	
Golden Terrace	 	17601 West Colfax Ave.	 	Golden	 	CO	 	80401	 	MH	 	32	 	
 	 	
 	 	265	 	265	 	89.1	%	 	85.3	%	 	$	7,592	
 	 	$	7,566	
 	 	
Golden Terrace South	 	17601 West Colfax Ave.	 	Golden	 	CO	 	80401	 	MH	 	15	 	
 	 	
 	 	80	 	80	 	68.8	%	 	68.8	%	 	$	7,482	
 	 	$	7,043	
 	 	
Golden Terrace South RV (h)	 	17801 West Colfax Ave.	 	Golden	 	CO	 	80401	 	RV	 	(f)	 	
 	 	
 	 	80	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Golden Terrace West	 	17601 West Colfax Ave.	 	Golden	 	CO	 	80401	 	MH	 	39	 	7	 	
 	 	316	 	316	 	76.3	%	 	75.3	%	 	$	7,532	
 	 	$	7,427	
 	 	
Pueblo Grande	 	999 Fortino Blvd. West	 	Pueblo	 	CO	 	81008	 	MH	 	33	 	
 	 	
 	 	251	 	251	 	66.1	%	 	71.3	%	 	$	4,374	
 	 	$	4,257	
 	 	
Woodland Hills	 	1500 W. Thornton Pkwy.	 	Thornton	 	CO	 	80260	 	MH	 	55	 	
 	 	
 	 	434	 	434	 	75.1	%	 	76.5	%	 	$	6,999	
 	 	$	6,656	
 	 	
Total Colorado Market	 	

 	 	
 	 	445	 	7	 	—	 	3,454	 	3,374	 	81.1	%	 	80.9	%	 	$	7,033	
 	 	$	6,828	
 	 	
Northeast	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Stonegate Manor	 	1 Stonegate Drive	 	North Windham	 	CT	 	06256	 	MH	 	114	 	
 	 	
 	 	372	 	372	 	96.0	%	 	96.0	%	 	$	5,040	
 	 	$	4,841	
 	 	
Waterford	 	205 Joan Drive	 	Bear	 	DE	 	19701	 	MH	 	159	 	
 	 	
 	 	731	 	731	 	96.0	%	 	96.3	%	 	$	6,950	
 	 	$	6,752	
 	 	
Whispering Pines	 	32045 Janice Road	 	Lewes	 	DE	 	19958	 	MH	 	67	 	2	 	
 	 	393	 	393	 	87.3	%	 	86.3	%	 	$	5,381	
 	 	$	5,223	
 	 	
Mariners Cove	 	35356 Sussex Lane #1	 	Millsboro	 	DE	 	19966	 	MH	 	101	 	
 	 	
 	 	375	 	375	 	97.6	%	 	97.9	%	 	$	7,416	
 	 	$	7,163	
 	 	
Aspen Meadows	 	303 Palace Lane	 	Rehoboth	 	DE	 	19971	 	MH	 	46	 	
 	 	
 	 	200	 	200	 	100.0	%	 	100.0	%	 	$	6,015	
 	 	$	5,668	
 	 	
Camelot Meadows	 	303 Palace Lane	 	Rehoboth	 	DE	 	19971	 	MH	 	61	 	
 	 	
 	 	301	 	301	 	99.7	%	 	100.0	%	 	$	5,690	
 	 	$	5,392	
 	 	
McNicol	 	303 Palace Lane	 	Rehoboth	 	DE	 	19971	 	MH	 	25	 	
 	 	
 	 	93	 	93	 	97.8	%	 	97.8	%	 	$	5,348	
 	 	$	5,079	
 	 	
Sweetbriar	 	83 Big Burn Lane	 	Rehoboth	 	DE	 	19958	 	MH	 	38	 	
 	 	
 	 	146	 	146	 	98.6	%	 	98.6	%	 	$	5,112	
 	 	$	4,944	
 	 	
The Glen	 	214 Washington Street	 	Norwell	 	MA	 	02061	 	MH	 	24	 	
 	 	
 	 	36	 	36	 	100.0	%	 	100.0	%	 	$	7,095	
 	(i)	$	7,243	
 	 	
Gateway to Cape Cod	 	90 Stevens Rd PO Box 217	Rochester	 	MA	 	02770	 	RV	 	80	 	
 	 	
 	 	194	 	47	 	100.0	%	 	100.0	%	 	$	2,283	
 	 	$	2,175	
 	 	
Hillcrest	 	401 Beech Street	 	Rockland	 	MA	 	02370	 	MH	 	19	 	
 	 	
 	 	82	 	82	 	93.9	%	 	97.6	%	 	$	6,636	
 	 	$	6,232	
 	 	
Old Chatham RV	 	310 Old Chatham Road	 	South Dennis	 	MA	 	02660	 	RV	 	47	 	11	 	
 	 	312	 	278	 	100.0	%	 	100.0	%	 	$	3,983	
 	 	$	3,837	
 	 	
Sturbridge	 	19 Mashapaug Rd	 	Sturbridge	 	MA	 	01566	 	RV	 	223	 	
 	 	
 	 	155	 	66	 	100.0	%	 	100.0	%	 	$	2,034	
 	 	$	2,099	
 	 	
Fernwood	 	1901 Fernwood Drive	 	Capitol Heights	 	MD	 	20743	 	MH	 	40	 	
 	 	
 	 	329	 	329	 	94.5	%	 	93.6	%	 	$	5,604	
 	 	$	5,545	
 	 	
Williams Estates and Peppermint Woods	 	3300 Eastern Blvd.	 	Baltimore	 	MD	 	21220	 	MH	 	121	 	
 	 	
 	 	804	 	804	 	97.3	%	 	96.8	%	 	$	6,584	
 	 	$	6,473	

23

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Mount Desert Narrows	 	1219 State Highway 3	 	Bar Harbor	 	ME	 	04609	 	RV	 	90	 	12	 	
 	 	206	 	6	 	100.0	%	 	100.0	%	 	$	2,540	
 	(i)	$	2,287	
 	 	
Patten Pond	 	1470 Bucksport Road	 	Ellsworth	 	ME	 	04605	 	RV	 	43	 	60	 	
 	 	137	 	21	 	100.0	%	 	100.0	%	 	$	2,133	
 	 	$	2,015	
 	 	
Moody Beach	 	266 Post Road	 	Moody	 	ME	 	04054	 	RV	 	48	 	
 	 	
 	 	203	 	74	 	100.0	%	 	100.0	%	 	$	2,887	
 	 	$	2,906	
 	(i)	
Pinehurst RV Park	 	7 Oregon Avenue, P.O. Box 174	 	Old Orchard Beach	 	ME	 	04064	 	RV	 	58	 	
 	 	
 	 	550	 	482	 	100.0	%	 	100.0	%	 	$	3,336	
 	(i)	$	3,192	
 	 	
Narrows Too	 	1150 Bar Harbor Road	 	Trenton	 	ME	 	04605	 	RV	 	42	 	
 	 	
 	 	207	 	14	 	100.0	%	 	100.0	%	 	$	2,294	
 	 	$	2,086	
 	 	
Forest Lake	 	192 Thousand Trails Dr	 	Advance	 	NC	 	27006	 	RV	 	306	 	81	 	
 	 	305	 	60	 	100.0	%	 	100.0	%	 	$	1,841	
 	 	$	2,240	
 	 	
Scenic	 	1314 Tunnel Rd.	 	Asheville	 	NC	 	28805	 	MH	 	28	 	
 	 	
 	 	205	 	205	 	79.5	%	 	76.6	%	 	$	4,079	
 	 	$	3,953	
 	 	
Waterway RV	 	850 Cedar Point Blvd.	 	Cedar Point	 	NC	 	28584	 	RV	 	27	 	
 	 	
 	 	336	 	327	 	100.0	%	 	100.0	%	 	$	3,669	
 	 	$	3,635	
 	 	
Twin Lakes	 	1618 Memory Lane	 	Chocowinity	 	NC	 	27817	 	RV	 	132	 	
 	 	
 	 	419	 	305	 	100.0	%	 	100.0	%	 	$	2,979	
 	(i)	$	2,960	
 	 	
Green Mountain Park	2495 Dimmette Rd	 	Lenoir	 	NC	 	28645	 	RV	 	1,077	 	400	 	360	 	447	 	160	 	100.0	%	 	100.0	%	 	$	1,457	
 	 	$	1,560	
 	 	
Lake Gaston	 	561 Fleming Dairy Road	 	Littleton	 	NC	 	27850	 	RV	 	69	 	
 	 	
 	 	235	 	141	 	100.0	%	 	100.0	%	 	$	2,374	
 	 	$	2,287	
 	 	
Lake Myers RV	 	2862 US Highway 64 W	Mocksville	 	NC	 	27028	 	RV	 	74	 	
 	 	
 	 	425	 	289	 	100.0	%	 	100.0	%	 	$	2,204	
 	 	$	2,219	
 	 	
Goose Creek	 	350 Red Barn Road	 	Newport	 	NC	 	28570	 	RV	 	92	 	6	 	51	 	735	 	642	 	100.0	%	 	100.0	%	 	$	3,839	
 	 	$	3,719	
 	 	
Sandy Beach RV	 	677 Clement Hill Road	 	Contoocook	 	NH	 	03229	 	RV	 	40	 	
 	 	
 	 	190	 	86	 	100.0	%	 	100.0	%	 	$	3,457	
 	(i)	$	3,454	
 	 	
Tuxbury Resort	 	88 Whitehall Road	 	South Hampton	 	NH	 	03827	 	RV	 	193	 	100	 	
 	 	305	 	170	 	100.0	%	 	100.0	%	 	$	3,160	
 	 	$	3,035	
 	 	
Lake & Shore	 	515 Courson Tavern Rd	 	Ocean View	 	NJ	 	08230	 	RV	 	162	 	
 	 	
 	 	401	 	240	 	100.0	%	 	100.0	%	 	$	4,476	
 	(i)	$	4,204	
 	 	
Chestnut Lake	 	631 Chestnut Neck Rd	 	Port Republic	 	NJ	 	08241	 	RV	 	32	 	
 	 	
 	 	185	 	31	 	100.0	%	 	100.0	%	 	$	2,477	
 	(i)	$	2,343	
 	 	
Sea Pines	 	US Route #9 Box 1535	 	Swainton	 	NJ	 	08210	 	RV	 	75	 	
 	 	
 	 	549	 	237	 	100.0	%	 	100.0	%	 	$	3,154	
 	 	$	3,154	
 	 	
Pine Ridge at Crestwood	 	2 Fox Street	 	Whiting	 	NJ	 	08759	 	MH	 	188	 	
 	 	
 	 	1,035	 	1,035	 	90.0	%	 	92.8	%	 	$	4,869	
 	 	$	4,836	
 	 	
Rondout Valley Resort	 	105 Mettachonts Rd	 	Accord	 	NY	 	12404	 	RV	 	184	 	94	 	
 	 	398	 	52	 	100.0	%	 	100.0	%	 	$	3,096	
 	(i)	$	2,792	
 	(i)	
Alpine Lake	 	78 Heath Road	 	Corinth	 	NY	 	12822	 	RV	 	200	 	54	 	
 	 	500	 	334	 	100.0	%	 	100.0	%	 	$	2,955	
 	 	$	2,924	
 	 	
Lake George Escape	 	175 E. Schroon River Road, P.O. Box 431	 	Lake George	 	NY	 	12845	 	RV	 	178	 	30	 	
 	 	576	 	28	 	100.0	%	 	100.0	%	 	$	4,478	
 	 	$	4,673	
 	 	
The Woodlands	 	6237 South Transit Road	 	Lockport	 	NY	 	14094	 	MH	 	225	 	
 	 	
 	 	1,182	 	1,182	 	87.8	%	 	87.7	%	 	$	4,960	
 	 	$	5,176	
 	 	
Greenwood Village	 	370 Chapman Boulevard	 	Manorville	 	NY	 	11949	 	MH	 	79	 	14	 	7	 	512	 	512	 	98.8	%	 	100.0	%	 	$	8,316	
 	 	$	8,194	
 	 	
Brennan Beach	 	80 Brennan Beach	 	Pulaski	 	NY	 	13142	 	RV	 	201	 	
 	 	
 	 	1,377	 	1,193	 	100.0	%	 	100.0	%	 	$	2,271	
 	 	$	2,196	
 	 	
Lake George Schroon Valley	 	1730 Schroon River Rd	 	Warrensburg	 	NY	 	12885	 	RV	 	151	 	
 	 	
 	 	151	 	47	 	100.0	%	 	100.0	%	 	$	1,908	
 	(i)	$	1,461	
 	(i)	
Greenbriar Village	 	63A Greenbriar Drive	 	Bath	 	PA	 	18104	 	MH	 	63	 	
 	 	
 	 	319	 	319	 	97.2	%	 	98.4	%	 	$	6,502	
 	 	$	6,304	
 	 	
Sun Valley	 	451 E. Maple Grove Rd.	 	Bowmansville	 	PA	 	17507	 	RV	 	86	 	
 	 	
 	 	265	 	186	 	100.0	%	 	100.0	%	 	$	2,767	
 	 	$	2,657	
 	 	
Green Acres	 	8785 Turkey Ridge Road	 	Breinigsville	 	PA	 	18031	 	MH	 	149	 	
 	 	
 	 	595	 	595	 	93.4	%	 	92.9	%	 	$	7,378	
 	 	$	7,110	
 	 	
Gettysburg Farm	 	6200 Big Mountain Rd	 	Dover	 	PA	 	17315	 	RV	 	124	 	
 	 	
 	 	265	 	66	 	100.0	%	 	100.0	%	 	$	1,992	
 	(i)	$	1,934	
 	 	
Timothy Lake South	 	RR #6,Box 6627 Timothy Lake Rd	 	East Stroudsburg	 	PA	 	18301	 	RV	 	65 	 	
 	 	
 	 	327	 	33	 	100.0	%	 	100.0	%	 	$	2,051	
 	(i)	$	1,960	
 	 	
Timothy Lake North	 	RR #6,Box 6627 Timothy Lake Rd	 	East Stroudsburg	 	PA	 	18301	 	RV	 	93	 	
 	 	
 	 	323	 	126	 	100.0	%	 	100.0	%	 	$	1,956	
 	(i)	$	1,897	
 	 	
Circle M	 	2111 Millersville Road	 	Lancaster	 	PA	 	17603	 	RV	 	103	 	
 	 	
 	 	380	 	81	 	100.0	%	 	100.0	%	 	$	2,107	
 	 	$	1,920	

24

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Hershey Preserve	 	493 S. Mt. Pleasant Rd	 	Lebanon	 	PA	 	17042	 	RV	 	196	 	20	 	
 	 	297	 	42	 	100.0	%	 	100.0	%	 	$	2,847	
 	(i)	$	2,789	
 	(i)	
Robin Hill	 	149 Robin Hill Rd.	 	Lenhartsville	 	PA	 	19534	 	RV	 	44	 	
 	 	
 	 	270	 	147	 	100.0	%	 	100.0	%	 	$	2,711	
 	 	$	2,882	
 	 	
PA Dutch County	 	185 Lehman Road	 	Manheim	 	PA	 	17545	 	RV	 	102	 	
 	 	
 	 	269	 	75	 	100.0	%	 	100.0	%	 	$	1,827	
 	(i)	$	1,718	
 	 	
Spring Gulch	 	475 Lynch Road	 	New Holland	 	PA	 	17557	 	RV	 	114	 	
 	 	
 	 	420	 	126	 	100.0	%	 	100.0	%	 	$	3,977	
 	 	$	3,979	
 	 	
Lil Wolf	 	3411 Lil Wolf Drive	 	Orefield	 	PA	 	18069	 	MH	 	56	 	
 	 	
 	 	271	 	271	 	95.2	%	 	97.0	%	 	$	6,855	
 	 	$	6,402	
 	 	
Scotrun	 	PO Box 428 Route 611	 	Scotrun	 	PA	 	18355	 	RV	 	63	 	
 	 	
 	 	178	 	98	 	100.0	%	 	100.0	%	 	$	2,015	
 	 	$	1,931	
 	 	
Appalachian	 	60 Motel Drive	 	Shartlesville	 	PA	 	19554	 	RV	 	86	 	30	 	200	 	358	 	181	 	100.0	%	 	100.0	%	 	$	2,606	
 	 	$	2,581	
 	 	
Mountain View - PA	 	4 East Zimmer Drive	 	Walnutport	 	PA	 	18088	 	MH	 	45	 	
 	 	
 	 	188	 	188	 	93.1	%	 	94.7	%	 	$	5,201	
 	 	$	5,036	
 	 	
Carolina Landing	 	120 Carolina Landing Dr	 	Fair Play	 	SC	 	29643	 	RV	 	73	 	
 	 	
 	 	192	 	54	 	100.0	%	 	100.0	%	 	$	1,548	
 	 	$	1,423	
 	(i)	
Inlet Oaks	 	180 Burr Circle	 	Murrells Inlet	 	SC	 	29576	 	MH	 	35	 	
 	 	
 	 	172	 	172	 	97.1	%	 	98.3	%	 	$	4,091	
 	 	$	3,949	
 	 	
The Oaks at Point South (h)	 	1292 Campground Rd	 	Yemassee	 	SC	 	29945	 	RV	 	10	 	
 	 	
 	 	93	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Meadows of Chantilly	4200 Airline Parkway	 	Chantilly	 	VA	 	22021	 	MH	 	82	 	
 	 	
 	 	500	 	500	 	99.8	%	 	99.6	%	 	$	10,998	
 	 	$	10,680	
 	 	
Harbor View (h)	 	15 Harbor View Circle	 	Colonial Beach	 	VA	 	22443	 	RV	 	69	 	
 	 	
 	 	146	 	—	 	—	%	 	—	%	 	$	—	
 	 	$	—	
 	 	
Lynchburg	 	405 Mollies Creek Rd	 	Gladys	 	VA	 	24554	 	RV	 	170	 	59	 	
 	 	222	 	17	 	100.0	%	 	100.0	%	 	$	1,226	
 	 	$	1,220	
 	 	
Chesapeake Bay	 	12014 Trails Lane	 	Gloucester	 	VA	 	23061	 	RV	 	282	 	80	 	
 	 	392	 	120	 	100.0	%	 	100.0	%	 	$	2,930	
 	 	$	2,928	
 	 	
Virginia Landing	 	40226 Upshur Neck Rd	 	Quinby	 	VA	 	23423	 	RV	 	863	 	178	 	
 	 	233	 	8	 	100.0	%	 	100.0	%	 	$	841	
 	 	$	810	
 	(i)	
Regency Lakes	 	108 Chamberlian Court	 	Winchester	 	VA	 	22603	 	MH	 	165	 	
 	 	
 	 	523	 	523	 	89.5	%	 	89.7	%	 	$	5,328	
 	 	$	5,098	
 	 	
Williamsburg	 	4301 Rochambeau Drive	 	Williamsburg	 	VA	 	23188	 	RV	 	65	 	
 	 	
 	 	211	 	54	 	100.0	%	 	100.0	%	 	$	1,644	
 	(i)	$	1,874	
 	(i)	
Total Northeast Market	 	

 	 	
 	 	8,362	 	1,231	 	618	 	23,703	 	16,108	 	94.2	%	 	94.3	%	 	$	4,794	
 	 	$	4,714	
 	 	
Midwest	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Hidden Cove	 	687 Country Road 3919	 	Arley	 	AL	 	35541	 	RV	 	99	 	60	 	200	 	79	 	49	 	100.0	%	 	100.0	%	 	$	1,768	
 	 	$	1,273	
 	 	
Coach Royale	 	181 North Liberty Street	 	Boise	 	ID	 	83704	 	MH	 	12	 	
 	 	
 	 	91	 	91	 	71.4	%	 	73.6	%	 	$	4,489	
 	 	$	4,475	
 	 	
Maple Grove	 	8597 W. Irving Lane	 	Boise	 	ID	 	83704	 	MH	 	38	 	
 	 	
 	 	271	 	271	 	77.5	%	 	74.5	%	 	$	4,635	
 	 	$	4,682	
 	 	
Shenandoah Estates	 	5603 Bull Run Lane	 	Boise	 	ID	 	83714	 	MH	 	24	 	
 	 	
 	 	154	 	154	 	100.0	%	 	98.1	%	 	$	5,414	
 	 	$	5,315	
 	(i)	
West Meadow Estates	120 West Driftwood	 	Boise	 	ID	 	83713	 	MH	 	29	 	
 	 	
 	 	178	 	178	 	100.0	%	 	96.1	%	 	$	5,343	
 	 	$	5,196	
 	 	
O'Connell's	 	970 Green Wing Road	 	Amboy	 	IL	 	61310	 	RV	 	286	 	100	 	600	 	668	 	354	 	100.0	%	 	100.0	%	 	$	2,820	
 	(i)	$	2,769	
 	 	
Pine Country	 	5710 Shattuck Road	 	Belvidere	 	IL	 	61008	 	RV	 	131	 	
 	 	
 	 	126	 	107	 	100.0	%	 	100.0	%	 	$	1,508	
 	 	$	1,461	
 	(i)	
Willow Lake Estates	 	161 West River Road	 	Elgin	 	IL	 	60123	 	MH	 	111	 	
 	 	
 	 	617	 	617	 	78.1	%	 	70.3	%	 	$	8,173	
 	 	$	7,871	
 	(i)	
Golf Vista Estates	 	4951 Augusta Boulevard	 	Monee	 	IL	 	60449	 	MH	 	144	 	4	 	
 	 	408	 	408	 	93.1	%	 	92.6	%	 	$	7,227	
 	 	$	7,108	
 	 	
Indian Lakes	 	7234 E. SR Highway 46	 	Batesville	 	IN	 	47006	 	RV	 	545	 	159	 	318	 	1,000	 	315	 	100.0	%	 	100.0	%	 	$	1,648	
 	 	$	1,600	
 	 	
Horseshoe Lakes	 	12962 S. 225 W.	 	Clinton	 	IN	 	47842	 	RV	 	289	 	96	 	96	 	123	 	46	 	100.0	%	 	100.0	%	 	$	1,168	
 	 	$	1,148	
 	 	
Twin Mills RV	 	1675 W SR 120	 	Howe	 	IN	 	46746	 	RV	 	137	 	5	 	50	 	501	 	185	 	100.0	%	 	100.0	%	 	$	2,115	
 	 	$	2,176	
 	 	
Hoosier Estates	 	830 Campbell Street	 	Lebanon	 	IN	 	46052	 	MH	 	60	 	
 	 	
 	 	288	 	288	 	91.3	%	 	92.4	%	 	$	3,557	
 	 	$	3,556	
 	(i)	
Lakeside	 	7089 N. Chicago Road	 	New Carlisle	 	IN	 	46552	 	RV	 	13	 	
 	 	
 	 	91	 	71	 	100.0	%	 	100.0	%	 	$	2,365	
 	(i)	$	2,261	
 	 	
Oak Tree Village	 	254 Sandalwood Ave.	 	Portage	 	IN	 	46368	 	MH	 	76	 	
 	 	
 	 	361	 	361	 	67.3	%	 	67.0	%	 	$	5,268	
 	 	$	5,254	
 	 	
North Glen Village	 	18200 U.S. 31 N #292	 	Westfield	 	IN	 	46074	 	MH	 	88	 	
 	 	
 	 	289	 	289	 	81.0	%	 	83.4	%	 	$	4,568	
 	 	$	4,480	
 	(i)	

25

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Diamond Caverns Resort	 	1878 Mammoth Cave Pkwy	 	Park City	 	KY	 	42160	 	RV	 	714	 	350	 	469	 	220	 	3	 	100.0	%	 	100.0	%	 	$	1,475	
 	 	$	1,473	
 	 	
Lake in the Hills	 	2700 Shimmons Road	 	Auburn Hills	 	MI	 	48326	 	MH	 	51	 	
 	 	
 	 	237	 	237	 	86.5	%	 	84.8	%	 	$	5,609	
 	 	$	5,485	
 	 	
Bear Cave Resort	 	4085 N. Red Bud Trail	 	Buchanan	 	MI	 	49107	 	RV	 	25	 	10	 	
 	 	136	 	16	 	100.0	%	 	100.0	%	 	$	2,035	
 	 	$	1,762	
 	 	
Fairchild Lake	 	49645 Au Lac Drive	 	Chesterfield	 	MI	 	48051	 	MH	 	78	 	
 	 	
 	 	344	 	344	 	74.7	%	 	72.1	%	 	$	5,515	
 	 	$	5,474	
 	 	
Old Orchard	 	10500 Lapeer Road	 	Davison	 	MI	 	48423	 	MH	 	41	 	
 	 	
 	 	200	 	200	 	71.0	%	 	68.5	%	 	$	5,060	
 	 	$	5,162	
 	 	
Grand Blanc Crossing	8225 Embury Road	 	Grand Blanc	 	MI	 	48439	 	MH	 	221	 	
 	 	
 	 	478	 	478	 	52.1	%	 	49.8	%	 	$	5,153	
 	 	$	5,102	
 	 	
Holly Hills	 	16181 Lancaster Way	 	Holly	 	MI	 	48442	 	MH	 	198	 	
 	 	
 	 	241	 	241	 	63.9	%	 	62.2	%	 	$	4,514	
 	(i)	$	4,684	
 	 	
Royal Estates	 	8300 Ravine Road	 	Kalamazoo	 	MI	 	49009	 	MH	 	63	 	
 	 	
 	 	183	 	183	 	83.1	%	 	79.2	%	 	$	4,661	
 	 	$	4,731	
 	 	
Westbridge Manor	 	45301 Chateau Thierry Blvd.	Macomb	 	MI	 	48044	 	MH	 	400	 	
 	 	
 	 	1,424	 	1,424	 	56.7	%	 	55.6	%	 	$	5,477	
 	 	$	5,386	
 	 	
Westbrook	 	45013 Catalpa Blvd.	 	Macomb	 	MI	 	48044	 	MH	 	79	 	
 	 	
 	 	387	 	387	 	93.8	%	 	95.6	%	 	$	6,107	
 	(i)	$	6,195	
 	 	
Oakland Glens	 	41875 Carousel Street	 	Novi	 	MI	 	48377	 	MH	 	118	 	
 	 	
 	 	724	 	724	 	57.7	%	 	56.5	%	 	$	5,420	
 	 	$	5,309	
 	 	
Avon on the Lake	 	2889 Sandpiper	 	Rochester Hills	 	MI	 	48309	 	MH	 	83	 	
 	 	
 	 	616	 	616	 	74.2	%	 	73.2	%	 	$	6,350	
 	 	$	6,332	
 	 	
Saint Claire	 	1299 Wadhams Rd	 	Saint Claire	 	MI	 	48079	 	RV	 	210	 	100	 	
 	 	229	 	30	 	100.0	%	 	100.0	%	 	$	1,598	
 	 	$	1,837	
 	 	
Cranberry Lake	 	9620 Highland Road	 	White Lake	 	MI	 	48386	 	MH	 	54	 	
 	 	
 	 	328	 	328	 	82.3	%	 	78.7	%	 	$	5,974	
 	 	$	6,116	
 	 	
Ferrand Estates	 	2680 44th Street	 	Wyoming	 	MI	 	449519	 	MH	 	80	 	
 	 	
 	 	419	 	419	 	80.2	%	 	75.9	%	 	$	4,951	
 	 	$	5,137	
 	 	
Swan Creek	 	6988 McKean	 	Ypsilanti	 	MI	 	48197	 	MH	 	59	 	
 	 	
 	 	294	 	294	 	93.2	%	 	87.1	%	 	$	5,328	
 	 	$	5,475	
 	 	
Cedar Knolls	 	12571 Garland Avenue	 	Apple Valley	 	MN	 	55124	 	MH	 	93	 	
 	 	
 	 	457	 	457	 	82.9	%	 	84.0	%	 	$	6,782	
 	 	$	6,721	
 	 	
Cimarron Park	 	901 Lake Elmo Ave N	 	Lake Elmo	 	MN	 	55042	 	MH	 	230	 	
 	 	
 	 	505	 	505	 	84.2	%	 	84.6	%	 	$	6,916	
 	 	$	6,804	
 	 	
Rockford Riverview Estates	 	135 Highview Road	 	Rockford	 	MN	 	55373	 	MH	 	88	 	
 	 	
 	 	429	 	429	 	82.3	%	 	84.4	%	 	$	4,229	
 	 	$	4,101	
 	 	
Rosemount Woods	 	13925 Bunratty Avenue	 	Rosemount	 	MN	 	55068	 	MH	 	50	 	
 	 	
 	 	182	 	182	 	94.5	%	 	94.0	%	 	$	6,404	
 	 	$	6,394	
 	 	
Buena Vista	 	4301 El Tora Boulevard	 	Fargo	 	ND	 	58103	 	MH	 	76	 	
 	 	
 	 	398	 	398	 	93.0	%	 	92.7	%	 	$	4,530	
 	 	$	4,463	
 	 	
Meadow Park	 	3220 12th Avenue North	 	Fargo	 	ND	 	58102	 	MH	 	17	 	
 	 	
 	 	116	 	116	 	89.7	%	 	89.7	%	 	$	3,540	
 	 	$	3,480	
 	 	
Kenisee Lake	 	2021 Mill Creek Rd	 	Jefferson	 	OH	 	44047	 	RV	 	143	 	50	 	
 	 	119	 	48	 	100.0	%	 	100.0	%	 	$	1,162	
 	 	$	1,208	
 	(i)	
Wilmington	 	1786 S.R. 380	 	Wilmington	 	OH	 	45177	 	RV	 	109	 	41	 	
 	 	169	 	74	 	100.0	%	 	100.0	%	 	$	1,602	
 	 	$	1,680	
 	 	
Natchez Trace	 	1363 Napier Rd	 	Hohenwald	 	TN	 	38462	 	RV	 	672	 	140	 	
 	 	531	 	115	 	100.0	%	 	100.0	%	 	$	1,175	
 	 	$	1,199	
 	 	
Cherokee Landing	 	PO Box 37	 	Middleton	 	TN	 	38052	 	RV	 	254	 	124	 	
 	 	339	 	—	 	—	%	 	100.0	%	 	$	—	
 	 	$	1,117	
 	 	
Fremont	 	E. 6506 Highway 110	 	Fremont	 	WI	 	54940	 	RV	 	98	 	5	 	
 	 	325	 	100	 	100.0	%	 	100.0	%	 	$	2,693	
 	(i)	$	2,670	
 	 	
Yukon Trails	 	N2330 Co Rd. HH	 	Lyndon Station	 	WI	 	53944	 	RV	 	150	 	30	 	
 	 	214	 	100	 	100.0	%	 	100.0	%	 	$	1,705	
 	 	$	1,766	
 	 	
Plymouth Rock	 	N. 7271 Lando St.	 	Plymouth	 	WI	 	53073	 	RV	 	133	 	
 	 	
 	 	610	 	430	 	100.0	%	 	100.0	%	 	$	2,210	
 	 	$	2,124	
 	 	
Tranquil Timbers	 	3668 Grondin Road	 	Sturgeon Bay	 	WI	 	54235	 	RV	 	125	 	
 	 	
 	 	270	 	172	 	100.0	%	 	100.0	%	 	$	1,902	
 	 	$	1,908	
 	 	
Arrowhead	 	W1530 Arrowhead Road	 	Wisconsin Dells	 	WI	 	53965	 	RV	 	166	 	40	 	200	 	377	 	179	 	100.0	%	 	100.0	%	 	$	1,836	
 	 	$	1,773	
 	 	
Total Midwest Market	 	

 	 	
 	 	6,960	 	1,314	 	1,933	 	16,746	 	13,013	 	80.6	%	 	78.0	%	 	$	4,814	
 	 	$	4,833	
 	 	
Nevada and Utah	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Mountain View - NV	 	148 Day Street	 	Henderson	 	NV	 	89074	 	MH	 	72	 	
 	 	
 	 	354	 	354	 	99.7	%	 	96.3	%	 	$	8,217	
 	 	$	8,150	
 	 	
Las Vegas	 	4295 Boulder Highway	 	Las Vegas	 	NV	 	89121	 	RV	 	11	 	
 	 	
 	 	217	 	5	 	100.0	%	 	100.0	%	 	$	3,000	
 	 	$	2,869	
 	(i)	
Bonanza	 	3700 East Stewart Ave	 	 Las Vegas	 	NV	 	89110	 	MH	 	43	 	
 	 	
 	 	353	 	353	 	62.6	%	 	63.2	%	 	$	5,936	
 	 	$	6,342	
 	(i)	

26

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Boulder Cascade	 	1601 South Sandhill Rd	 	 Las Vegas	 	NV	 	89104	 	MH	 	39	 	
 	 	
 	 	299	 	299	 	75.6	%	 	80.6	%	 	$	7,122	
 	(i)	$	6,621	
 	 	
Cabana	 	5303 East Twain	 	 Las Vegas	 	NV	 	89122	 	MH	 	37	 	
 	 	
 	 	263	 	263	 	99.6	%	 	97.3	%	 	$	6,980	
 	 	$	6,991	
 	 	
Flamingo West	 	8122 West Flamingo Rd.	 	 Las Vegas	 	NV	 	89147	 	MH	 	37	 	
 	 	
 	 	258	 	258	 	100.0	%	 	97.3	%	 	$	7,747	
 	 	$	7,685	
 	 	
Villa Borega	 	1111 N. Lamb Boulevard	 	 Las Vegas	 	NV	 	89110	 	MH	 	40	 	
 	 	
 	 	293	 	293	 	77.8	%	 	79.5	%	 	$	6,938	
 	 	$	6,879	
 	 	
Westwood Village	 	1111 N. 2000 West	 	 Farr West	 	UT	 	84404	 	MH	 	46	 	
 	 	
 	 	314	 	314	 	98.7	%	 	98.4	%	 	$	4,863	
 	 	$	4,781	
 	 	
All Seasons	 	290 N. Redwood Rd	 	 Salt Lake City	 	UT	 	84116	 	MH	 	19	 	
 	 	
 	 	121	 	121	 	100.0	%	 	100.0	%	 	$	5,620	
 	 	$	5,499	
 	 	
St. George	 	5800 N. Highway 91	 	Hurricane	 	UT	 	84737	 	RV	 	26	 	
 	 	
 	 	123	 	9	 	100.0	%	 	100.0	%	 	$	2,112	
 	(i)	$	2,100	
 	(i)	
Total Nevada and Utah Market	 	

 	 	
 	 	370	 	—	 	—	 	2,595	 	2,269	 	87.8	%	 	87.7	%	 	$	6,750	
 	 	$	6,675	
 	 	
Northwest	 	

 	 	

 	 	

 	 	

 	 	

 	

 	 	
Cultus Lake (Canada)	 	1855 Columbia Valley Hwy	Lindell Beach	 	BC	V2R 4W6	RV	 	15	 	
 	 	
 	 	178	 	36	 	100.0	%	 	100.0	%	 	$	2,592	
 	 	$	3,430	
 	(i)	
Thousand Trails Bend	 	17480 S Century Dr	 	Bend	 	OR	 	97707	 	RV	 	289	 	100	 	145	 	351	 	19	 	100.0	%	 	100.0	%	 	$	2,558	
 	(i)	$	1,520	
 	 	
Pacific City	 	30000 Sandlake Rd	 	Cloverdale	 	OR	 	97112	 	RV	 	105	 	
 	 	
 	 	307	 	32	 	100.0	%	 	100.0	%	 	$	3,539	
 	(i)	$	3,597	
 	 	
South Jetty	 	05010 South Jetty Rd	 	Florence	 	OR	 	97439	 	RV	 	57	 	
 	 	
 	 	204	 	2	 	100.0	%	 	100.0	%	 	$	2,457	
 	(i)	$	2,178	
 	(i)	
Seaside Resort	 	1703 12th Ave	 	Seaside	 	OR	 	97138	 	RV	 	80	 	
 	 	
 	 	251	 	35	 	100.0	%	 	100.0	%	 	$	2,965	
 	 	$	3,233	
 	(i)	
Whaler's Rest Resort	 	50 SE 123rd St	 	South Beach	 	OR	 	97366	 	RV	 	39	 	
 	 	
 	 	170	 	16	 	100.0	%	 	100.0	%	 	$	3,458	
 	(i)	$	3,454	
 	 	
Mt. Hood	 	65000 E Highway 26	 	Welches	 	OR	 	97067	 	RV	 	115	 	30	 	202	 	436	 	59	 	100.0	%	 	100.0	%	 	$	5,822	
 	(i)	$	5,460	
 	(i)	
Shadowbrook	 	13640 S.E. Hwy 212	 	 Clackamas	 	OR	 	97015	 	MH	 	21	 	
 	 	
 	 	156	 	156	 	98.1	%	 	96.8	%	 	$	7,721	
 	 	$	7,520	
 	 	
Falcon Wood Village	 	1475 Green Acres Road	 	 Eugene	 	OR	 	97408	 	MH	 	23	 	
 	 	
 	 	183	 	183	 	94.0	%	 	87.4	%	 	$	6,163	
 	 	$	5,939	
 	 	
Quail Hollow (b)	 	2100 N.E. Sandy Blvd.	 	 Fairview	 	OR	 	97024	 	MH	 	21	 	
 	 	
 	 	137	 	137	 	92.7	%	 	92.7	%	 	$	7,643	
 	 	$	7,446	
 	 	
Birch Bay	 	8418 Harborview Rd	 	Blaine	 	WA	 	98230	 	RV	 	31	 	
 	 	
 	 	246	 	20	 	100.0	%	 	100.0	%	 	$	2,862	
 	 	$	2,485	
 	 	
Mt. Vernon	 	5409 N. Darrk Ln	 	Bow	 	WA	 	98232	 	RV	 	311	 	
 	 	
 	 	251	 	30	 	100.0	%	 	100.0	%	 	$	2,916	
 	(i)	$	2,906	
 	 	
Chehalis	 	2228 Centralia-Alpha Rd	 	Chehalis	 	WA	 	98532	 	RV	 	309	 	85	 	
 	 	360	 	24	 	100.0	%	 	100.0	%	 	$	2,300	
 	 	$	2,228	
 	 	
Grandy Creek	 	7370 Russell Rd	 	Concrete	 	WA	 	98237	 	RV	 	63	 	
 	 	
 	 	179	 	2	 	100.0	%	 	100.0	%	 	$	1,988	
 	 	$	2,643	
 	 	
Tall Chief	 	29290 SE 8th Street	 	Fall City	 	WA	 	98024	 	RV	 	71	 	
 	 	
 	 	180	 	24	 	100.0	%	 	100.0	%	 	$	3,168	
 	(i)	$	2,435	
 	 	
La Conner (b)	 	16362 Snee Oosh Rd	 	La Conner	 	WA	 	98257	 	RV	 	106	 	5	 	
 	 	319	 	30	 	100.0	%	 	100.0	%	 	$	3,605	
 	 	$	3,364	
 	(i)	
Leavenworth	 	20752-4 Chiwawa Loop	Leavenworth	 	WA	 	98826	 	RV	 	255	 	50	 	
 	 	266	 	14	 	100.0	%	 	100.0	%	 	$	1,737	
 	(i)	$	1,890	
 	(i)	
Thunderbird Resort	 	26702 Ben Howard Rd	 	Monroe	 	WA	 	98272	 	RV	 	45	 	2	 	
 	 	136	 	12	 	100.0	%	 	100.0	%	 	$	2,301	
 	 	$	2,530	
 	(i)	
Little Diamond	 	1002 McGowen Rd	 	Newport	 	WA	 	99156	 	RV	 	360	 	119	 	
 	 	520	 	6	 	100.0	%	 	100.0	%	 	$	1,728	
 	(i)	$	1,540	
 	 	
Oceana Resort	 	2733 State Route 109	 	Oceana City	 	WA	 	98569	 	RV	 	16	 	
 	 	
 	 	84	 	1	 	100.0	%	 	100.0	%	 	$	1,686	
 	 	$	1,752	
 	 	
Crescent Bar Resort	 	9252 Crescent Bar Rd NW	Quincy	 	WA	 	98848	 	RV	 	14	 	
 	 	
 	 	115	 	14	 	100.0	%	 	100.0	%	 	$	3,324	
 	(i)	$	2,749	
 	(i)	
Long Beach	 	2215 Willows Rd	 	Seaview	 	WA	 	98644	 	RV	 	17	 	
 	 	
 	 	144	 	6	 	100.0	%	 	100.0	%	 	$	2,485	
 	 	$	2,365	
 	 	
Paradise Resort	 	173 Salem Plant Rd	 	Silver Creek	 	WA	 	98585	 	RV	 	60	 	
 	 	
 	 	214	 	8	 	100.0	%	 	100.0	%	 	$	1,961	
 	 	$	1,820	
 	(i)	
Kloshe Illahee	 	2500 S. 370th Street	 	 Federal Way	 	WA	 	98003	 	MH	 	50	 	
 	 	
 	 	258	 	258	 	99.6	%	 	98.4	%	 	$	9,331	
 	 	$	9,099	
 	 	
Total Northwest Market	 	 	 	 	 	 	 	 	 	2,473	 	391	 	347	 	5,645	 	1,124	 	97.8	%	 	91.9	%	 	$	6,280	
 	 	$	6,228	
 	 	
Texas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Alamo Palms (a)	 	1341 W. Business Hwy 83	Alamo	 	TX	 	78516	 	RV	 	58	 	
 	 	
 	 	643	 	400	 	100.0	%	 	—	%	 	$	3,224	
 	 	$	—	

27

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	Address	 	City	 	State	 	ZIP	 	MH/RV	 	Acres (c)	 	Developable
Acres  (d)	 	Expansion
Sites  (e)	 	Total Number of Sites as of 12/31/12	 	Total Number of Annual Sites as of 12/31/12	 	Annual Site Occupancy as of 12/31/12	 	Annual Site Occupancy as of 12/31/11	 	Annual Rent as of 12/31/12	 	 Annual Rent as of 12/31/11	 	
Bay Landing	 	2305 Highway 380 W	 	Bridgeport	 	TX	 	76426	 	RV	 	443	 	235	 	
 	 	293	 	58	 	100.0	%	 	100.0	%	 	$	1,958	
 	 	$	1,981	
 	 	
Colorado River	 	1062 Thousand Trails Lane	 	Columbus	 	TX	 	78934	 	RV	 	218	 	51	 	
 	 	132	 	17	 	100.0	%	 	100.0	%	 	$	2,976	
 	 	$	2,939	
 	 	
Victoria Palms (a)	 	602 N. Victoria Road	 	Donna	 	TX	 	78537	 	RV	 	117	 	
 	 	
 	 	1,122	 	530	 	100.0	%	 	—	%	 	$	3,194	
 	 	$	—	
 	 	
Lake Texoma	 	209 Thousand Trails Drive	Gordonville	 	TX	 	76245	 	RV	 	201	 	
 	 	
 	 	301	 	155	 	100.0	%	 	100.0	%	 	$	2,064	
 	(i)	$	1,800	
 	 	
Lakewood	 	4525 Graham Road	 	Harlingen	 	TX	 	78552	 	RV	 	30	 	
 	 	
 	 	301	 	116	 	100.0	%	 	100.0	%	 	$	2,068	
 	 	$	2,024	
 	 	
Paradise Park RV	 	1201 N. Expressway 77	 	Harlingen	 	TX	 	78552	 	RV	 	60	 	
 	 	
 	 	563	 	297	 	100.0	%	 	100.0	%	 	$	3,188	
 	 	$	3,152	
 	 	
Sunshine RV	 	1900 Grace Avenue	 	Harlingen	 	TX	 	78550	 	RV	 	84	 	
 	 	
 	 	1,027	 	412	 	100.0	%	 	100.0	%	 	$	2,548	
 	 	$	2,505	
 	 	
Tropic Winds	 	1501 N Loop 499	 	Harlingen	 	TX	 	78550	 	RV	 	112	 	74	 	
 	 	531	 	108	 	100.0	%	 	100.0	%	 	$	2,520	
 	(i)	$	1,964	
 	 	
Medina Lake	 	215 Spettle Rd	 	Lakehills	 	TX	 	78063	 	RV	 	208	 	50	 	
 	 	387	 	44	 	100.0	%	 	100.0	%	 	$	2,232	
 	 	$	2,177	
 	 	
Paradise South	 	9909 N. Mile 2 West Road	Mercedes	 	TX	 	78570	 	RV	 	49	 	
 	 	
 	 	493	 	209	 	100.0	%	 	100.0	%	 	$	2,096	
 	 	$	2,111	
 	 	
Lake Tawakoni	 	1246 Rains Co. Rd 1470	 	Point	 	TX	 	75472	 	RV	 	480	 	11	 	
 	 	320	 	74	 	100.0	%	 	100.0	%	 	$	1,824	
 	(i)	$	1,766	
 	 	
Fun n Sun RV	 	1400 Zillock Rd	 	San Benito	 	TX	 	78586	 	RV	 	135	 	40	 	
 	 	1,435	 	621	 	100.0	%	 	100.0	%	 	$	3,222	
 	 	$	3,094	
 	 	
Southern Comfort	 	1501 South Airport Drive	 	Weslaco	 	TX	 	78596	 	RV	 	40	 	
 	 	
 	 	403	 	332	 	100.0	%	 	100.0	%	 	$	2,830	
 	 	$	2,747	
 	 	
Country Sunshine	 	1601 South Airport Road	 	Weslaco	 	TX	 	78596	 	RV	 	37	 	
 	 	
 	 	390	 	189	 	100.0	%	 	100.0	%	 	$	2,753	
 	 	$	2,782	
 	 	
Lake Whitney	 	417 Thousand Trails Drive	Whitney	 	TX	 	76692	 	RV	 	403	 	158	 	
 	 	261	 	37	 	100.0	%	 	100.0	%	 	$	2,544	
 	(i)	$	2,367	
 	 	
Lake Conroe	 	11720 Old Montgomery Rd	Willis	 	TX	 	77318	 	RV	 	129	 	30	 	300	 	363	 	118	 	100.0	%	 	100.0	%	 	$	3,499	
 	 	$	3,602	
 	 	
Total Texas Market	 	

 	 	
 	 	
 	 	2,804	 	649	 	300	 	8,965	 	3,717	 	100.0	%	 	100.0	%	 	$	2,856	
 	 	$	2,655	

 	 	

 	 	

 	 	

 	 	

 	

 	 	

Grand Total All Markets	 	

 	 	
 	 	38,292	 	5,184	 	8,438	 	139,702	 	100,158	 	92.1	%	 	91.4	%	 	$	5,811	
 	 	$	5,600	
 	 	
 _____________________
 	 	
(a)	Property acquired in 2012.	
 	 	
(b)	Land is leased by the Company 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 the Company during all of 2012, as the Property is leased to a third party operator.	
 	 	
(h)	Property does not contain annual sites.	
 	 	
(i)	Calculated using annualized alternative monthly site rent to present data that is more indicative of the Property’s effective rent increases.	

28

Item 3. Legal Proceedings
The legal proceedings disclosure is incorporated herein by reference from Note 18 in the Notes to Consolidated Financial Statements in this Form 10-K.

Item 4. Mine Safety Disclosure
None.

29

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol ELS. On February 26, 2013, the reported closing price per share of ELS common stock on the NYSE was $74.70 and there were approximately 10,116 beneficial holders of record. The high and low sales prices and closing sales prices on the NYSE and distributions for the Company’s common stock during 2012 and 2011 are set forth in the table below:  

 	Close	 	High	 	Low	 	Distributions
Declared	
2012	 	 	 	 	 	 	 	
1st Quarter	$	69.74	
 	 	$	70.85	
 	 	$	65.66	
 	 	$	0.4375	
 	
2nd Quarter	68.97	
 	 	70.98	
 	 	64.47	
 	 	0.4375	
 	
3rd Quarter	68.12	
 	 	73.16	
 	 	67.80	
 	 	0.4375	
 	
4th Quarter	67.29	
 	 	69.50	
 	 	63.21	
 	 	0.4375	
 	
 	Close	 	High	 	Low	 	Distributions
Declared	
2011	 	 	 	 	 	 	 	
1st Quarter	$	57.65	
 	 	$	58.35	
 	 	$	54.35	
 	 	$	0.375	
 	
2nd Quarter	62.44	
 	 	64.92	
 	 	55.83	
 	 	0.375	
 	
3rd Quarter	62.70	
 	 	73.27	
 	 	56.27	
 	 	0.375	
 	
4th Quarter	66.69	
 	 	67.27	
 	 	58.37	
 	 	0.375	
 	
Issuer Purchases of Equity Securities

Period	Total Number of Shares
Purchased (a)	 	Average Price  Paid per Share  (a)	 	Total Number of Shares Purchased as Part of Publicly Announced Plans  or Programs	 	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs	
10/1/12-10/31/12	—	
 	 	—	
 	 	None	 	None	
11/1/12-11/30/12	310	
 	 	$	68.04	
 	 	None	 	None	
12/1/12-12/31/12	18,393	
 	 	$	66.50	
 	 	None	 	None	
 ____________________
 	 	
(a)	Of the common stock repurchased from October 1, 2012 through December 31, 2012, 18,703 shares were repurchased at the open market price and represent common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of Restricted Share Grants. Certain executive officers of the Company 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.	

30

Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical basis. The historical operating data has been derived from the historical financial statements of the Company. The following information should be read in conjunction with all of the financial statements and notes thereto included elsewhere in this Form 10-K.
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(Amounts in thousands, except for per share and property data)

 	 	Years Ended December 31,	
 	 	2012	 	2011 (1)	 	2010 (1)	 	2009 (1)	 	2008 (1)	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	
Total Revenues	 	$	709,877	
 	 	$	589,199	
 	 	$	517,299	
 	 	$	508,310	
 	 	$	467,314	
 	
Total Expenses 	 	(641,914	)	 	(548,643	)	 	(458,698	)	 	(459,811	)	 	(432,501	)	
Equity in income from unconsolidated joint ventures	 	1,899	
 	 	1,948	
 	 	2,027	
 	 	2,896	
 	 	3,753	
 	
Gain (loss) on sale of property, net of taxes	 	4,596	
 	 	—	
 	 	(231	)	 	4,866	
 	 	178	
 	
Consolidated net income	 	$	74,458	
 	 	$	42,504	
 	 	$	60,397	
 	 	$	56,261	
 	 	$	38,744	

Net income available for Common Shares	 	$	54,778	
 	 	$	22,775	
 	 	$	38,354	
 	 	$	34,005	
 	 	$	18,303	

Comprehensive income attributable to Common Shares	 	$	54,741	
 	 	$	20,467	
 	 	$	38,354	
 	 	$	34,005	
 	 	$	18,303	

Earnings per Common Share - Basic:	 	 	 	 	 	 	 	 	 	 	
Net income available for Common Shares	 	$	1.33	
 	 	$	0.64	
 	 	$	1.26	
 	 	$	1.23	
 	 	$	0.75	

Earnings per Common Share - Fully Diluted:	 	 	 	 	 	 	 	 	 	 	
Net income available for Common Shares	 	$	1.32	
 	 	$	0.64	
 	 	$	1.25	
 	 	$	1.22	
 	 	$	0.75	

Distributions declared per Common Share outstanding	 	$	1.75	
 	 	$	1.50	
 	 	$	1.20	
 	 	$	1.10	
 	 	$	0.80	

Weighted average Common Shares outstanding - basic	 	41,174	
 	 	35,591	
 	 	30,517	
 	 	27,582	
 	 	24,466	
 	
Weighted average Common Shares outstanding - fully diluted	45,431	
 	 	40,330	
 	 	35,518	
 	 	32,944	
 	 	30,498	

Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	
Real estate, before accumulated depreciation	 	$	4,171,517	
 	 	$	4,080,149	
 	 	$	2,584,987	
 	 	$	2,538,215	
 	 	$	2,491,021	
 	
Total assets	 	3,398,226	
 	 	3,496,101	
 	 	2,048,395	
 	 	2,166,319	
 	 	2,091,647	
 	
Total mortgage notes and term loan	 	2,269,866	
 	 	2,284,683	
 	 	1,012,919	
 	 	1,547,901	
 	 	1,662,403	
 	
Non-controlling interest preferred OP Units	 	—	
 	 	—	
 	 	200,000	
 	 	200,000	
 	 	200,000	
 	
Series A Preferred Stock (2)	 	—	
 	 	200,000	
 	 	—	
 	 	—	
 	 	—	
 	
Series C Preferred Stock (2)	 	136,144	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	
Total Common Equity (3)	 	788,158	
 	 	799,280	
 	 	260,158	
 	 	254,427	
 	 	96,234	

Other Data:	 	 	 	 	 	 	 	 	 	 	
Funds from operations (4)	 	$	209,993	
 	 	$	147,457	
 	 	$	125,989	
 	 	$	120,443	
 	 	$	98,837	
 	
Total Properties (at end of period) (5)	 	383	
 	 	382	
 	 	307	
 	 	304	
 	 	309	
 	
Total sites (at end of period) (5)	 	142,679	
 	 	141,132	
 	 	111,002	
 	 	110,575	
 	 	112,211	
 	
________________________________ 
 	 	
1.	Certain prior year amounts have been reclassified to conform to the 2012 presentation. These reclassifications had no material effect on the consolidated financial statements.	
 	 	
2.	On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8.0 million shares of 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. 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. On September 14, 2012, the Company issued 54,458 shares of Series C Preferred Stock, liquidation value of $2,500.00 per share, which are represented by depositary shares. The Company also exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100 th  of a share of Series C Preferred Stock. On October 18, 2012, the Company redeemed the remaining 2,554,235 of Series A Preferred Stock.	
 	 	
3.	On June 7, 2011, the Company issued 6,037,500 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, the Company issued 1,708,276 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 (as defined in footnote 5 below), which is discussed in more detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K. All of the Series B Preferred Stock was redeemed for Common Stock prior to December 31, 2011. On June 29, 2009, the Company issued 4.6 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 the Company presents funds from operations and for a reconciliation of this non-GAAP financial measure to net income.	
 	 	
5.	During the year ended December 31, 2011, the Company acquired a portfolio of 74 manufactured home communities and one RV resort (the “2011 Acquisition Properties”) containing 30,129 sites on approximately 6,400 acres located in 16 states and certain manufactured homes and loans secured by manufactured homes located at the 2011 Acquisition Properties which the Company refers to as the “Home Related Assets.” (See Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the 2011 Acquisition.) The in-place leases acquired in the Acquisition have an estimated useful life of one-year. Transaction costs consist primarily of the following costs incurred related to the 2011 Acquisition: seller’s debt defeasance costs, transfer tax, professional fees, and costs related to due diligence items such as title, survey, zoning and environmental.	

31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with “Selected Financial Data” and the historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
2012 Accomplishments
 	 	
•	Core occupancy increased by 278 sites to a total 91.5% at year end.	
 	 	
•	Closed on the acquisition of two RV resorts for a purchase price of $25.0 million.	
 	 	
•	Raised the annual dividend to $1.75 per share in 2012, an increase of more than 17% compared to $1.50 per share in 2011.	
 	 	
•	Exchanged 5,445,765 shares of Series A Preferred Stock for 5,445,765 Depositary Shares representing 1/100th of a share of Series C Preferred Stock.	
 	 	
•	Redeemed 2,554,235 shares of Series A Preferred Stock.	
 	 	
•	Amended the Company’s unsecured Line of Credit to decrease the per annum interest rate and extend the maturity date to September 15, 2016.	
 	 	
•	Paid off six mortgages totaling approximately $137.7 million, funded with cash and approximately $159.5 million of refinancing proceeds on three properties.	
 	 	
•	Entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, common stock for an aggregate offering price up to $125 million.	
Overview and Outlook
Occupancy in the Company’s Properties as well as its ability to increase rental rates directly affects revenues. The Company’s revenue streams are predominantly derived from customers renting its sites on a long-term basis.
The Company has approximately 96,900 annual sites, approximately 9,000 seasonal sites, which are leased to customers generally for three to six months, and approximately 9,600 transient sites, occupied by customers who lease sites on a short-term basis. The revenue from seasonal and transient sites is generally higher during the first and third quarters. The Company expects to service over 100,000 customers at its transient sites and the Company considers this revenue stream to be its most volatile as it is subject to weather conditions, gas prices, and other factors affecting the marginal RV customer’s vacation and travel preferences. Finally, the Company has approximately 24,100 sites designated as right-to-use sites, which are primarily utilized to service the approximately 97,000 customers who have right-to-use contracts. The Company also has interests in Properties containing approximately 3,100 sites for which revenue is classified as Equity in income from unconsolidated joint ventures in the Consolidated Statements of Income and Comprehensive Income.  

 	Total Sites as of	
 	December 31, 2012	
Community sites	74,100	
 	
Resort sites:	 	
Annual	22,800	
 	
Seasonal	9,000	
 	
Transient	9,600	
 	
Right-to-use (1)	24,100	
 	
Joint Ventures (2)	3,100	
 	
 	142,700	
 	
 _____________________
 	 	
(1)	Includes approximately 4,300 sites rented on an annual basis.	
 	 	
(2)	Joint Ventures have approximately 2,700 annual sites, approximately 300 seasonal sites and approximately 100 transient sites.	

A significant portion of the Company’s rental agreements on community sites are directly or indirectly tied to published CPI statistics that are issued during June through September each year. The Company currently expects its 2013 Core community base rental income to increase approximately 2.6% as compared to 2012. The Company has already notified 72% of its community site customers of rent increases reflecting this revenue growth.
Nineteen of our 49 California Properties and one of our five Massachusetts Properties are affected by local rent control regulations. The impact of the rent control ordinances is to limit our ability to implement rent increases based on prevailing market conditions. The ordinances generally provide the ability to increase rates by a fraction of the increase in the CPI. The limit on rent increases may range from 60% to 100% of CPI with certain maximum limits depending on the jurisdiction.
The Company believes the disruption in the site-built housing market has impacted its home sales business.  Customers’ inability to sell their existing site-built homes and relocate to their retirement destination has significantly reduced new home sales

32

volumes since 2007.  In addition, while the majority of customers historically paid cash to purchase new homes in our communities, the Company believes the lack of affordable chattel financing is impacting customer purchase decisions in the current economic environment.  Current programs available for Chattel Loan financing provide subsidized financing to customers with the community owner carrying the obligation for guaranteeing customer defaults.  Financing continues to have stringent underwriting criteria, sizable down payments, short loan amortization and high interest rates.  
In this environment, the Company believes that customer demand for rentals, which do not require a down payment, is high. The Company is adapting to this by renting its vacant new homes. This may represent an attractive source of occupancy if the Company can transition from renters to new homebuyers in the future. The Company is also focusing on smaller, more energy efficient and more affordable homes in its manufactured home Properties.
The Company’s manufactured home rental operations have been increasing since 2007. For the year ended December 31, 2012, occupied manufactured home rentals increased to 5,824, or 542.1%, from 907 for the year ended December 31, 2007. Net operating income, net of depreciation expense of approximately $6.1 million, increased to approximately $36.8 million, of which approximately $36.2 million of rental operations revenue was included in community base rental income, for the year ended December 31, 2012 from approximately $5.9 million, of which approximately $5.4 million of rental operations revenue was included in community base rental income, for the year ended December 31, 2007. Beginning in 2008, depreciation on the rental units started after being reclassified to Buildings and other depreciable property. The Company believes that unlike the home sales business, at this time the Company competes effectively with other types of rentals (i.e. apartments). The Company continues to evaluate home rental operations and may continue to invest in additional units.
In the Company’s resort Properties, the Company continues to work on extending customer stays. The Company has had success lengthening customer stays.
In the spring of 2010, the Company introduced low-cost membership products that focus on the installed base of almost eight million RV owners. Such products may include right-to-use contracts that entitle the customer to use certain properties (the “Agreements”). The Company is offering a Zone Park Pass (“ZPP”), which can be purchased for one to four zones of the United States and required annual payments in 2012 of $499. Beginning on February 1, 2012, the required annual payments increased to $525. This replaces high cost products that were typically entered into at Properties after tours and lengthy sales presentations. The Company historically incurred significant costs to generate leads, conduct tours and make the sales presentations. A single zone ZPP requires no upfront payment while passes for additional zones require modest upfront payments. Since inception the Company has entered into approximately 22,000 ZPP’s. For the year ended December 31, 2012, the Company entered into approximately 10,100 ZPP’s, or a 36.5% increase from approximately 7,400 for the year ended December 31, 2011. In 2012, the Company initiated a program with RV dealers to feature the Company’s ZPP as part of the dealers’ sales and marketing efforts. In return, the Company provides the dealer with a ZPP membership to give to the dealers’ customers in connection with the purchase of an RV.  Since the inception of the ZPP program with the RV dealers, the Company has activated 1,289 ZPPs and recorded approximately $140,000 of revenue through December 31, 2012.
Existing membership customers may be offered an upgrade Agreement from time-to-time. An upgrade Agreement is currently distinguishable from a new agreement that a customer would enter into by, depending on the type of upgrade, offering (1) increased length of consecutive stay by 50% (i.e. up to 21 days); (2) ability to make earlier advance reservations; (3) discounts on rental units; (4) access to additional Properties, which may include use of sites at non-membership RV Properties and (5) membership in discount travel programs. Each upgrade contract requires a nonrefundable upfront payment. The Company may finance the nonrefundable upfront payment under any Agreement.
The Company actively seeks to acquire additional Properties and currently is engaged in negotiations relating to the possible acquisition of a number of Properties. At any time these negotiations are at varying stages, which may include contracts outstanding, to acquire certain Properties, which are subject to satisfactory completion of the Company’s due diligence review.

33

Property Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired, invested in, or sold since January 1, 2011:

Property	Transaction Date	 	Sites	
Total Sites as of January 1, 2011	 	 	111,002	
 	
Property or Portfolio (# of Properties in parentheses):	 	 	 	
Acquisitions:	 	 	 	
2011 Acquisition Properties (35)	July 1, 2011	 	12,044	
 	
2011 Acquisition Properties (16)	August 1, 2011	 	7,817	
 	
2011 Acquisition Properties (7)	September 1, 2011	 	3,105	
 	
2011 Acquisition Properties (2)	October 3, 2011	 	1,573	
 	
2011 Acquisition Properties (1)	October 11, 2011	 	521	
 	
2011 Acquisition Properties (7)	October 21, 2011	 	2,810	
 	
2011 Acquisition Properties (7)	December 7, 2011	 	2,259	
 	
Victoria Palms (1)	December 28, 2012	 	1,122	
 	
Alamo Palms Resort (1)	December 28, 2012	 	643	
 	
Expansion Site Development and other:	 	 	 	
Sites added (reconfigured) in 2011	 	 	1	
 	
Sites added (reconfigured) in 2012	 	 	(55	)	
Dispositions:	 	 	 	
Cascade (1)	December 7, 2012	 	(163	)	
Total Sites as of December 31, 2012	 	 	142,679	

Since January 1, 2011 the gross investment in real estate increased from $2,585 million to $4,172 million as of December 31, 2012, due primarily to the aforementioned acquisitions and dispositions of Properties during the period.
On November 9, 2012, the Company entered a letter of intent with Morgan RV Resorts (“Morgan”), which granted the Company a right of exclusive dealing (“Exclusivity Right”) and a right of first refusal (“ROFR”) with respect to the purchase of 15 of Morgan's RV resorts. On December 13, 2012, Sun Communities, Inc. announced in an SEC filing that certain of its affiliates (collectively, “Sun”) had entered into a contract with Morgan to purchase eleven of those same properties, as a result of which the Company subsequently exercised its ROFR. In a suit initiated by Sun on December 26, 2012 against the Company and Morgan in the Oakland County (Michigan) Circuit Court, the parties are litigating the issue of who has the right to the properties. On February 12, 2013, Sun announced in an SEC filing that it had closed its purchase from Morgan on ten of the eleven properties at issue. The litigation is not expected to have a material adverse impact on our results of operations or financial condition.
Markets
The following table identifies the Company’s largest markets by number of sites and provides information regarding the Company’s Properties (excluding five Properties owned through Joint Ventures).

Major Market	Number of
Properties	 	Total Sites	 	Percent of
Total Sites	 	Percent of Total
Property Operating
Revenues (1)	
Florida	117	
 	 	50,959	
 	 	36.5	%	 	39.4	%	
Northeast	66	
 	 	23,703	
 	 	17.0	%	 	14.4	%	
Midwest	47	
 	 	16,744	
 	 	12.0	%	 	10.5	%	
Arizona	39	
 	 	13,851	
 	 	9.9	%	 	9.4	%	
California	48	
 	 	13,688	
 	 	9.8	%	 	15.2	%	
Texas	17	
 	 	8,965	
 	 	6.4	%	 	2.3	%	
Northwest	24	
 	 	5,645	
 	 	4.0	%	 	3.4	%	
Colorado	10	
 	 	3,454	
 	 	2.5	%	 	3.2	%	
Other	10	
 	 	2,595	
 	 	1.9	%	 	2.2	%	
Total	378	
 	 	139,604	
 	 	100.0	%	 	100.0	%	
 _____________________
 	 	
(1)	Property operating revenues for this calculation excludes approximately $14.3 million of property operating revenue not allocated to Properties, which consists primarily of upfront payments from right-to-use contracts.	

34

Results of Operations
Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011 
Income from Property Operations
The following table summarizes certain financial and statistical data for the Property Operations for all Properties owned and operated for the same period in both years (“Core Portfolio”) and the Total Portfolio for the years ended December 31, 2012 and 2011(amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this comparison of the year ended December 31, 2012 to December 31, 2011 includes all Properties acquired on or prior to December 31, 2010 and which were owned and operated by the Company during the years ended December 31, 2012 and December 31, 2011. Growth percentages exclude the impact of GAAP deferrals of up-front payments from right-to-use contracts entered and related commissions.

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Core Portfolio	 	Total Portfolio	
 	2012	 	2011	 	Increase /
(Decrease)	 	%
Change	 	2012	 	2011	 	Increase /
(Decrease)	 	%
Change	
Community base rental income	$	274,362	
 	 	$	266,584	
 	 	$	7,778	
 	 	2.9	 %	 	$	414,170	
 	 	$	318,851	
 	 	$	95,319	
 	 	29.9	 %	
Rental home income	8,125	
 	 	6,340	
 	 	1,785	
 	 	28.2	 %	 	14,065	
 	 	7,970	
 	 	6,095	
 	 	76.5	 %	
Resort base rental income	133,749	
 	 	130,432	
 	 	3,317	
 	 	2.5	 %	 	134,327	
 	 	130,489	
 	 	3,838	
 	 	2.9	 %	
Right-to-use annual payments	47,662	
 	 	49,122	
 	 	(1,460	)	 	(3.0	)%	 	47,662	
 	 	49,122	
 	 	(1,460	)	 	(3.0	)%	
Right-to-use contracts current period, gross	13,433	
 	 	17,856	
 	 	(4,423	)	 	(24.8	)%	 	13,433	
 	 	17,856	
 	 	(4,423	)	 	(24.8	)%	
Utility and other income	51,657	
 	 	49,552	
 	 	2,105	
 	 	4.2	 %	 	64,432	
 	 	53,843	
 	 	10,589	
 	 	19.7	 %	
Property operating revenues, excluding deferrals	528,988	
 	 	519,886	
 	 	9,102	
 	 	1.8	 %	 	688,089	
 	 	578,131	
 	 	109,958	
 	 	19.0	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property operating and maintenance	188,542	
 	 	186,947	
 	 	1,595	
 	 	0.9	 %	 	226,952	
 	 	200,623	
 	 	26,329	
 	 	13.1	 %	
Rental home operating and maintenance	4,662	
 	 	3,896	
 	 	766	
 	 	19.7	 %	 	7,359	
 	 	4,850	
 	 	2,509	
 	 	51.7	 %	
Real estate taxes	32,719	
 	 	32,111	
 	 	608	
 	 	1.9	 %	 	47,623	
 	 	37,619	
 	 	10,004	
 	 	26.6	 %	
Sales and marketing, gross	10,841	
 	 	11,218	
 	 	(377	)	 	(3.4	)%	 	10,846	
 	 	11,219	
 	 	(373	)	 	(3.3	)%	
Property operating expenses, excluding deferrals and Property management	236,764	
 	 	234,172	
 	 	2,592	
 	 	1.1	 %	 	292,780	
 	 	254,311	
 	 	38,469	
 	 	15.1	 %	
Income from property operations, excluding deferrals and Property management	292,224	
 	 	285,714	
 	 	6,510	
 	 	2.3	 %	 	395,309	
 	 	323,820	
 	 	71,489	
 	 	22.1	 %	
Property management	33,087	
 	 	33,158	
 	 	(71	)	 	(0.2	)%	 	38,460	
 	 	35,076	
 	 	3,384	
 	 	9.6	 %	
Income from property operations, excluding deferrals	$	259,137	
 	 	$	252,556	
 	 	$	6,581	
 	 	2.6	 %	 	$	356,849	
 	 	$	288,744	
 	 	$	68,105	
 	 	23.6	 %	
The 2.9% increase in Core community base rental income primarily reflects a 2.3% increase in rates and a 0.6% increase in occupancy. The average monthly base rent per site increased to $567 in 2012 from $554 in 2011. The average occupancy increased to 91.5% in 2012 from 90.9% in 2011.
Resort base rental income is comprised of the following (amounts in thousands): 

 	Core Portfolio	 	Total Portfolio	
 	2012	 	2011	 	Increase/
(Decrease)	 	% Change	 	2012	 	2011	 	Increase/
(Decrease)	 	% Change	
Annual	$	86,753	
 	 	$	83,324	
 	 	$	3,429	
 	 	4.1	 %	 	$	87,222	
 	 	$	83,328	
 	 	$	3,894	
 	 	4.7	 %	
Seasonal	20,982	
 	 	20,670	
 	 	312	
 	 	1.5	 %	 	21,077	
 	 	20,718	
 	 	359	
 	 	1.7	 %	
Transient	26,014	
 	 	26,438	
 	 	(424	)	 	(1.6	)%	 	26,028	
 	 	26,443	
 	 	(415	)	 	(1.6	)%	
Resort base rental income	$	133,749	
 	 	$	130,432	
 	 	$	3,317	
 	 	2.5	 %	 	$	134,327	
 	 	$	130,489	
 	 	$	3,838	
 	 	2.9	 %	
The increase in rental home income and rental home operating and maintenance are discussed in further detail in the Rental Operations table below.
During the year ended December 31, 2012, utility and other income includes the accelerated recognition of $2.1 million of revenue related to the early termination of a multi-year cable service agreement.
The decrease in right-to-use annual payments is primarily due to net attrition in the member base.

35

The Core Portfolio and Total Portfolio property operating revenues for the year ended December 31, 2012 were negatively impacted by the temporary cessation of the entry of right-to-use contracts (membership upgrades) in connection with third party sales force training and the roll out of new membership upgrade products during the year ended December 31, 2012. As a result, membership upgrade sales, which are included in right-to-use contracts current period, gross, were down $4.4 million compared to the year ended December 31, 2011. The decrease in right-to-use contracts for the year ended December 31, 2012 was offset by a $0.4 million decrease in sales and marketing expenses, resulting in a net decline of $4.0 million from these activities compared to the year ended December 31, 2011.
The following growth rate percentages are before property management (amounts in thousands):

 	Core Portfolio	 	Total Portfolio	
 	2012	 	2011	 	Increase/
(Decrease)	 	%
Change	 	2012	 	2011	 	Increase/
(Decrease)	 	%
Change	
Property operating revenues, excluding Right-to-use contracts current period, gross	$	515,555	
 	 	$	502,030	
 	 	$	13,525	
 	 	2.7	%	 	$	674,656	
 	 	$	560,275	
 	 	$	114,381	
 	 	20.4	%	
Property operating expenses, excluding Sales and marketing, gross	225,923	
 	 	222,954	
 	 	2,969	
 	 	1.3	%	 	281,934	
 	 	243,092	
 	 	38,842	
 	 	16.0	%	
Income from property operations, excluding Right-to-use contracts current period, gross and Sales and marketing, gross	$	289,632	
 	 	$	279,076	
 	 	$	10,556	
 	 	3.8	%	 	$	392,722	
 	 	$	317,183	
 	 	75,539	
 	 	23.8	%	
The increase in Total Portfolio income from property operations is primarily due to the acquisition of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011. (See Note 19 in the notes to the Consolidated Financial Statements contained in this Form 10-K for details regarding the 2011 Acquisition.)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the years ended December 31, 2012 and 2011 (amounts in thousands, except sales volumes).  

 	2012	 	2011	 	Variance	 	% Change	
Gross revenues from new home sales	$	1,698	
 	 	$	2,278	
 	 	$	(580	)	 	(25.5	)%	
Cost of new home sales	(1,441	)	 	(2,133	)	 	692	
 	 	(32.4	)%	
Gross profit from new home sales	257	
 	 	145	
 	 	112	
 	 	77.2	 %	
 	 	 	 	 	 	 	 	
Gross revenues from used home sales	6,868	
 	 	3,810	
 	 	3,058	
 	 	80.3	 %	
Cost of used home sales	(8,034	)	 	(3,550	)	 	(4,484	)	 	126.3	 %	
Gross (loss) profit from used home sales	(1,166	)	 	260	
 	 	(1,426	)	 	(548.5	)%	
 	 	 	 	 	 	 	 	
Brokered resale revenues and ancillary services revenues, net	3,114	
 	 	3,464	
 	 	(350	)	 	(10.1	)%	
Home selling expenses	(1,411	)	 	(1,589	)	 	178	
 	 	(11.2	)%	
Income from home sales operations and other	$	794	
 	 	$	2,280	
 	 	$	(1,486	)	 	(65.2	)%	
Home sales volumes:	 	 	 	 	 	 	 	
New home sales (1)	34	
 	 	51	
 	 	(17	)	 	(33.3	)%	
Used home sales (2)	1,412	
 	 	893	
 	 	519	
 	 	58.1	 %	
Brokered home resale	914	
 	 	711	
 	 	203	
 	 	28.6	 %	
 _____________________
 	 	
(1)	Includes third party home sales of three for the year ended December 31, 2011.	
 	 	
(2)	Includes third party home sales of one for the year ended December 31, 2011.	
Income from home sales operations decreased primarily as a result of decreased profit on used home sales and a decrease in ancillary revenues.

36

Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the years ended December 31, 2012 and 2011 (dollars in thousands).   

 	2012	 	2011	 	Variance	 	% Change	
Manufactured homes:	 	 	 	 	 	 	 	
New Home	$	18,382	
 	 	$	12,416	
 	 	$	5,966	
 	 	48.1	%	
Used Home	31,846	
 	 	19,460	
 	 	12,386	
 	 	63.6	%	
Rental operations revenue (1)	50,228	
 	 	31,876	
 	 	18,352	
 	 	57.6	%	
Rental home operating and maintenance	(7,359	)	 	(4,850	)	 	(2,509	)	 	51.7	%	
Income from rental operations	42,869	
 	 	27,026	
 	 	15,843	
 	 	58.6	%	
Depreciation on rental homes	(6,091	)	 	(4,276	)	 	(1,815	)	 	42.4	%	
Income from rental operations, net of depreciation	$	36,778	
 	 	$	22,750	
 	 	$	14,028	
 	 	61.7	%	
 	 	 	 	 	 	 	 	
Gross investment in new manufactured home rental units	$	108,145	
 	 	$	84,647	
 	 	$	23,498	
 	 	27.8	%	
Gross investment in used manufactured home rental units	$	75,705	
 	 	$	58,787	
 	 	$	16,918	
 	 	28.8	%	
 	 	 	 	 	 	 	 	
Net investment in new manufactured home rental units	$	98,553	
 	 	$	78,121	
 	 	$	20,432	
 	 	26.2	%	
Net investment in used manufactured home rental units	$	68,547	
 	 	$	54,653	
 	 	$	13,894	
 	 	25.4	%	
 	 	 	 	 	 	 	 	
Number of occupied rentals—new, end of period	1,890	
 	 	1,352	
 	 	538	
 	 	39.8	%	
Number of occupied rentals—used, end of period	3,934	
 	 	3,071	
 	 	863	
 	 	28.1	%	
 _____________________
 	 	
(1)	Approximately $36.2 million and $23.9 million as of December 31, 2012 and 2011, respectively, are included in Community base rental income in the Property Operations table.	
The increase in income from rental operations and depreciation expense is primarily due to the increase in the number of rental units resulting from purchase of additional rental units during 2012 and the acquisition of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011.
In the ordinary course of business, the Company acquires used homes from customers through purchase, lien, sale or abandonment. In a vibrant new home sale market older homes may be removed from sites and replaced with new homes. In the current environment, however, used homes are rented either in the condition received or after warranted rehabilitation. The Company continues to evaluate rental units and based on improved market conditions may invest in new homes.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2012 and 2011 (amounts in thousands).  

 	2012	 	2011	 	Variance	 	% Change	
Depreciation on real estate and rental homes	$	(104,917	)	 	$	(84,257	)	 	$	(20,660	)	 	24.5	 %	
Amortization of in-place leases	(45,122	)	 	(28,479	)	 	(16,643	)	 	58.4	 %	
Interest income	10,009	
 	 	7,000	
 	 	3,009	
 	 	43.0	 %	
Income from other investments, net	6,793	
 	 	6,452	
 	 	341	
 	 	5.3	 %	
General and administrative	(26,744	)	 	(23,833	)	 	(2,911	)	 	12.2	 %	
Acquisition costs	(180	)	 	(18,493	)	 	18,313	
 	 	(99.0	)%	
Rent control initiatives and other	(1,456	)	 	(2,043	)	 	587	
 	 	(28.7	)%	
Interest and related amortization	(124,524	)	 	(99,668	)	 	(24,856	)	 	24.9	 %	
Total other expenses, net	$	(286,141	)	 	$	(243,321	)	 	$	(42,820	)	 	17.6	 %	

Depreciation on real estate and rental homes, amortization of in-place leases and interest income increased primarily due to the purchase of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011. General and administrative increased primarily due to increased professional fees due to certain litigation matters (see Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K). The decrease in acquisition costs is primarily due to the legal and due diligence fees for the two RV resorts for the year ended December 31, 2012 compared to the purchase of the 2011 Acquisition Properties for the year ended December 31, 2011. Rent control initiatives and other are lower due to decreased activity in the San Rafael legal appeal (see Note 18 in the Notes to Consolidated Financial Statements contained in the Form 10-K). Interest and related amortization increased primarily due to the assumption of approximately $548.0 million of mortgage debt secured by

37

35 of the 2011 Acquisition Properties, the $200.0 million Term Loan originated July 1, 2011, and the $200.0 million of new secured debt originated during the six months ended December 31, 2011.
Income from other investments, net increased primarily due to the $0.5 million increase in the fair value of the contingent consideration of the net asset associated with the 2011 Acquisition Properties. The Company owns both a fee interest and a leasehold interest in a 2,200 site 2011 Acquisition Property. The ground lease contains a purchase option on behalf of the lessee and a put option on behalf of the lessor. The options may be exercised by either party upon the death of the fee holder. The Company is the beneficiary of a escrow funded by the seller with approximately 114,000 shares of the Company’s common stock. The escrow provides for distributions of the escrowed stock on a quarterly basis to protect the Company from future scheduled ground lease payments as well as scheduled increases in the option purchase price over time. In connection with the purchase price allocation associated with the 2011 Acquisition Properties, the Company recorded contingent consideration of approximately $6.7 million related to this escrow. The Company will revalue the asset as of each reporting date and will recognize in earnings any increase or decrease in fair value of the escrow.

Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010 
Income from Property Operations
The following table summarizes certain financial and statistical data for the Property Operations for all Properties owned and operated for the same period in both years (“Core Portfolio”) and the Total Portfolio for the years ended December 31, 2011 and 2010 (amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this comparison of the year ended December 31, 2011 to December 31, 2010 includes all Properties acquired on or prior to December 31, 2009 and which were owned and operated by the Company during the years ended December 31, 2011 and December 31, 2010. Growth percentages exclude the impact of GAAP deferrals of up-front payments from right-to-use contracts entered and related commissions.  

 	Core Portfolio	 	Total Portfolio	
 	2011	 	2010	 	Increase /
(Decrease)	 	%
Change	 	2011	 	2010	 	Increase /
(Decrease)	 	%
Change	
Community base rental income	$	266,584	
 	 	$	259,292	
 	 	$	7,292	
 	 	2.8	 %	 	$	318,851	
 	 	$	259,351	
 	 	$	59,500	
 	 	22.9	 %	
Rental home income	6,340	
 	 	4,952	
 	 	1,388	
 	 	28.0	 %	 	7,970	
 	 	4,952	
 	 	3,018	
 	 	60.9	 %	
Resort base rental income	129,978	
 	 	129,241	
 	 	737	
 	 	0.6	 %	 	130,489	
 	 	129,481	
 	 	1,008	
 	 	0.8	 %	
Right-to-use annual payments	49,050	
 	 	49,788	
 	 	(738	)	 	(1.5	)%	 	49,122	
 	 	49,831	
 	 	(709	)	 	(1.4	)%	
Right-to-use contracts current period, gross	17,856	
 	 	19,496	
 	 	(1,640	)	 	(8.4	)%	 	17,856	
 	 	19,496	
 	 	(1,640	)	 	(8.4	)%	
Utility and other income	49,406	
 	 	48,288	
 	 	1,118	
 	 	2.3	 %	 	53,843	
 	 	48,357	
 	 	5,486	
 	 	11.3	 %	
Property operating revenues, excluding deferrals	519,214	
 	 	511,057	
 	 	8,157	
 	 	1.6	 %	 	578,131	
 	 	511,468	
 	 	66,663	
 	 	13.0	 %	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property operating and maintenance	185,799	
 	 	185,148	
 	 	651	
 	 	0.4	 %	 	200,623	
 	 	185,786	
 	 	14,837	
 	 	8.0	 %	
Rental home operating and maintenance	3,896	
 	 	3,111	
 	 	785	
 	 	25.2	 %	 	4,850	
 	 	3,111	
 	 	1,739	
 	 	55.9	 %	
Real estate taxes	32,055	
 	 	32,042	
 	 	13	
 	 	—	 %	 	37,619	
 	 	32,110	
 	 	5,509	
 	 	17.2	 %	
Sales and marketing, gross	11,214	
 	 	12,606	
 	 	(1,392	)	 	(11.0	)%	 	11,219	
 	 	12,606	
 	 	(1,387	)	 	(11.0	)%	
Property operating expenses, excluding deferrals and Property management	232,964	
 	 	232,907	
 	 	57	
 	 	—	 %	 	254,311	
 	 	233,613	
 	 	20,698	
 	 	8.9	 %	
Income from property operations, excluding deferrals and Property management	286,250	
 	 	278,150	
 	 	8,100	
 	 	2.9	 %	 	323,820	
 	 	277,855	
 	 	45,965	
 	 	16.5	 %	
Property management	33,118	
 	 	32,658	
 	 	460	
 	 	1.4	 %	 	35,076	
 	 	32,639	
 	 	2,437	
 	 	7.5	 %	
Income from property operations, excluding deferrals	$	253,132	
 	 	$	245,492	
 	 	$	7,640	
 	 	3.1	 %	 	$	288,744	
 	 	$	245,216	
 	 	$	43,528	
 	 	17.8	 %	
The 2.8% increase in Core community base rental income primarily reflects a 2.2% increase in rates and a 0.6% increase in occupancy. The average monthly base rent per site increased to $554 in 2011 from $542 in 2010. The average occupancy increased to 90.9% in 2011 from 90.4% in 2010.

38

Resort base rental income is comprised of the following (amounts in thousands): 

 	Core Portfolio	 	Total Portfolio	
 	2011	 	2010	 	Increase/
(Decrease)	 	% Change	 	2011	 	2010	 	Increase/
(Decrease)	 	% Change	
Annual	$	83,252	
 	 	$	79,829	
 	 	$	3,423	
 	 	4.3	 %	 	$	83,329	
 	 	$	79,842	
 	 	$	3,487	
 	 	4.4	 %	
Seasonal	20,527	
 	 	21,579	
 	 	(1,052	)	 	(4.9	)%	 	20,717	
 	 	21,598	
 	 	(881	)	 	(4.1	)%	
Transient	26,199	
 	 	27,833	
 	 	(1,634	)	 	(5.9	)%	 	26,443	
 	 	28,041	
 	 	(1,598	)	 	(5.7	)%	
Resort base rental income	$	129,978	
 	 	$	129,241	
 	 	$	737	
 	 	0.6	 %	 	$	130,489	
 	 	$	129,481	
 	 	$	1,008	
 	 	0.8	 %	
The increase in rental home income and rental home operating and maintenance are discussed in further detail in the Rental Operations table below.
The decrease in right-to-use annual payments is primarily due to net attrition in the member base.
The Core Portfolio and Total Portfolio property operating revenues for the years ended December 31, 2011 and 2010 were impacted by the Company’s introduction of low-cost membership products in 2010 and the phase-out of memberships with higher initial upfront payments. The decrease in sales and marketing expenses is due to reduced commissions as a result of reduced high-cost right-to-use contracts activity.
The following growth rate percentages are before property management (amounts in thousands):

 	Core Portfolio	 	Total Portfolio	
 	2011	 	2010	 	Increase/
(Decrease)	 	%
Change	 	2011	 	2010	 	Increase/
(Decrease)	 	%
Change	
Property operating revenues, excluding Right-to-use contracts current period, gross	$	501,358	
 	 	$	491,561	
 	 	$	9,797	
 	 	2.0	%	 	$	560,275	
 	 	$	491,972	
 	 	$	68,303	
 	 	13.9	%	
Property operating expenses, excluding Sales and marketing, gross	221,750	
 	 	220,301	
 	 	1,449	
 	 	0.7	%	 	243,092	
 	 	221,007	
 	 	22,085	
 	 	10.0	%	
Income from property operations, excluding Right-to-use contracts current period, gross and Sales and marketing, gross	$	279,608	
 	 	$	271,260	
 	 	$	8,348	
 	 	3.1	%	 	$	317,183	
 	 	$	270,965	
 	 	$	46,218	
 	 	17.1	%	
The increase in Total Portfolio income from property operations is primarily due to the acquisition of the 2011 Acquisition Properties during the year ended December 31, 2011. (See Note 19 in the notes to the Consolidated Financial Statements contained in this Form 10-K for details regarding the 2011 Acquisition.)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the years ended December 31, 2011 and 2010 (amounts in thousands, except sales volumes).  

 	2011	 	2010	 	Variance	 	% Change	
Gross revenues from new home sales	$	2,278	
 	 	$	2,695	
 	 	$	(417	)	 	(15.5	)%	
Cost of new home sales	(2,133	)	 	(2,550	)	 	417	
 	 	(16.4	)%	
Gross profit (loss) from new home sales	145	
 	 	145	
 	 	—	
 	 	—	 %	
 	 	 	 	 	 	 	 	
Gross revenues from used home sales	3,810	
 	 	3,425	
 	 	385	
 	 	11.2	 %	
Cost of used home sales	(3,550	)	 	(2,846	)	 	(704	)	 	24.7	 %	
Gross profit from used home sales	260	
 	 	579	
 	 	(319	)	 	(55.1	)%	
 	 	 	 	 	 	 	 	
Brokered resale revenues and ancillary services revenues, net	3,464	
 	 	4,408	
 	 	(944	)	 	(21.4	)%	
Home selling expenses	(1,589	)	 	(2,078	)	 	489	
 	 	(23.5	)%	
Income from home sales operations and other	$	2,280	
 	 	$	3,054	
 	 	$	(774	)	 	(25.3	)%	
Home sales volumes:	 	 	 	 	 	 	 	
New home sales (1)	51	
 	 	82	
 	 	(31	)	 	(37.8	)%	
Used home sales (2)	893	
 	 	795	
 	 	98	
 	 	12.3	 %	
Brokered home resale	711	
 	 	673	
 	 	38	
 	 	5.6	 %	
 _____________________
 	 	
(1)	Includes third party home sales of three and 19 for the years ended December 31, 2011 and 2010, respectively.	
 	 	
(2)	Includes third party home sales of one and 10 for the years ended December 31, 2011 and 2010, respectively.	

39

Income from home sales operations decreased primarily as a result of decreased profit on used home sales and a decrease in ancillary revenues.
Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the years ended December 31, 2011 and 2010 (dollars in thousands).

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2011	 	2010	 	Variance	 	% Change	
Manufactured homes:	 	 	 	 	 	 	 	
New Home	$	12,416	
 	 	$	8,283	
 	 	$	4,133	
 	 	49.9	%	
Used Home	19,460	
 	 	12,003	
 	 	7,457	
 	 	62.1	%	
Rental operations revenue (1)	31,876	
 	 	20,286	
 	 	11,590	
 	 	57.1	%	
Rental home operating and maintenance	(4,850	)	 	(3,111	)	 	(1,739	)	 	55.9	%	
Income from rental operations	27,026	
 	 	17,175	
 	 	9,851	
 	 	57.4	%	
Depreciation on rental homes	(4,276	)	 	(2,827	)	 	(1,449	)	 	51.3	%	
Income from rental operations, net of depreciation	$	22,750	
 	 	$	14,348	
 	 	$	8,402	
 	 	58.6	%	
 	 	 	 	 	 	 	 	
Gross investment in new manufactured home rental units	$	84,647	
 	 	$	61,525	
 	 	$	23,122	
 	 	37.6	%	
Gross investment in used manufactured home rental units	$	58,787	
 	 	$	24,224	
 	 	$	34,563	
 	 	142.7	%	
 	 	 	 	 	 	 	 	
Net investment in new manufactured home rental units	$	78,121	
 	 	$	57,386	
 	 	$	20,735	
 	 	36.1	%	
Net investment in used manufactured home rental units	$	54,653	
 	 	$	21,979	
 	 	$	32,674	
 	 	148.7	%	
 	 	 	 	 	 	 	 	
Number of occupied rentals—new, end of period	1,352	
 	 	801	
 	 	551	
 	 	68.8	%	
Number of occupied rentals—used, end of period	3,071	
 	 	1,644	
 	 	1,427	
 	 	86.8	%	
 _____________________
 	 	
(1)	Approximately $23.9 million and $15.4 million as of December 31, 2011 and 2010, respectively, are included in Community base rental income in the Property Operations table.	
The increase in income from rental operations and depreciation expense is primarily due to the increase in the number of rental units resulting from the acquisition of the 2011 Acquisition Properties during the year ended December 31, 2011.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2011 and 2010 (amounts in thousands).  

 	2011	 	2010	 	Variance	 	% Change	
Depreciation on real estate and rental homes	$	(84,257	)	 	$	(70,952	)	 	$	(13,305	)	 	18.8	 %	
Amortization of in-place leases	(28,479	)	 	—	
 	 	(28,479	)	 	100.0	 %	
Interest income	7,000	
 	 	4,419	
 	 	2,581	
 	 	58.4	 %	
Income from other investments, net	6,452	
 	 	5,740	
 	 	712	
 	 	12.4	 %	
General and administrative	(23,833	)	 	(22,559	)	 	(1,274	)	 	5.6	 %	
Acquisition costs	(18,493	)	 	—	
 	 	(18,493	)	 	100.0	 %	
Rent control initiatives and other	(2,043	)	 	(2,200	)	 	157	
 	 	(7.1	)%	
Impairment	—	
 	 	(3,635	)	 	3,635	
 	 	(100.0	)%	
Interest and related amortization	(99,668	)	 	(91,151	)	 	(8,517	)	 	9.3	 %	
Total other expenses, net	$	(243,321	)	 	$	(180,338	)	 	$	(62,983	)	 	34.9	 %	

Depreciation on real estate and rental homes, amortization of in-place leases, interest income and interest and related amortization increased primarily due to the purchase of the 2011 Acquisition Properties during the year ended December 31, 2011. Acquisition costs consist primarily of the following costs incurred related to the 2011 Acquisition: seller’s debt defeasance costs, transfer tax, professional fees, and costs related to due diligence items such as title, survey, zoning and environmental. Impairment decreased due to a non-cash write-off of $3.6 million in the year ended December 31, 2010 of goodwill associated with a 2009 acquisition of a Florida internet and media based advertising business.

40

Liquidity and Capital Resources
Liquidity
The Company’s primary demands for liquidity include payment of operating expenses, debt service, including principal and interest, capital improvements on properties, purchasing both new and pre-owned homes, acquisitions of new properties, and dividends. The Company expects these similar demands for liquidity to continue for the short-term and long-term. The commitment to capital improvements on existing assets will be consistent with last year. The Company’s primary sources of cash include operating cash flows, proceeds from financings, borrowings under our line of credit and proceeds from issuance of equity and debt securities. The Company entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The Company has not sold any common stock to date under the equity distribution agreements. In addition, the Company has available liquidity in the form of authorized and unissued preferred stock of approximately 9.9 million shares and authorized common stock in an unallocated shelf registration statement which was automatically effective when filed with the SEC.
One of the Company’s stated objectives is to maintain financial flexibility.  Achieving this objective allows the Company to take advantage of strategic opportunities that may arise.  The Company believes effective management of its balance sheet, including maintaining various access points to raise capital, manage future debt maturities and borrow at competitive rates enable it to meet this objective.  The Company believes it currently has sufficient liquidity, in the form of $37.1 million in available cash and $380.0 million available on its unsecured Line of Credit (“LOC”), to satisfy its near term obligations.
The Company expects to meet its short-term liquidity requirements, including all distributions, generally through net cash provided by operating activities and availability under its existing LOC. The Company considers these resources to be adequate to meet its operating requirements for capital improvements, amortizing debt and payment of dividends and of distributions.
The Company expects to meet certain long-term liquidity requirements such as scheduled debt maturities, property acquisitions and capital improvements by use of its current cash balance, long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additional equity securities in the Company, in addition to net cash provided by operating activities. The Company has approximately $74.4 million of scheduled debt maturities in 2013 (excluding scheduled principal payments on debt maturing in 2013 and beyond). The Company expects to satisfy its 2013 maturities with the existing cash and projected operating cash.
The table below summarizes cash flow activity for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands).

 	 	For the years ended
December 31,	
 	 	2012	 	2011	 	2010	
Net cash provided by operating activities	 	$	236,459	
 	 	$	175,641	
 	 	$	163,309	
 	
Net cash used in investing activities	 	(86,565	)	 	(701,848	)	 	(98,933	)	
Net cash (used in) provided by financing activities	 	(183,214	)	 	584,008	
 	 	(196,845	)	
Net (decrease) increase in cash and cash equivalents	 	$	(33,320	)	 	$	57,801	
 	 	$	(132,469	)	
Operating Activities
Net cash provided by operating activities increased $60.8 million to $236.5 million for the year ended December 31, 2012 from $175.6 million for the year ended December 31, 2011. The increase in cash provided by operating activities is primarily due to an increase in net income from operations of from the 2011 Acquisition Properties acquired on various dates during the last six months of 2011. Net cash provided by operating activities increased $12.3 million to $175.6 million for the year ended December 31, 2011 from $163.3 million for the year ended December 31, 2010. The increase in 2011 was primarily due to an increase in net income net of depreciation expense and amortization of in-place leases.

41

Investing Activities
Net cash used in investing activities was $86.6 million for the year ended December 31, 2012 compared to $701.8 million for the year ended December 31, 2011. Significant components of net cash used in investing activities include:
 	 	
•	Approximately $75.3 million paid in 2012 for capital improvements (see table below).	
 	 	
•	Approximately $24.2 million paid in 2012 for the acquisition of two properties (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's recent acquisitions).	
 	 	
•	Approximately $7.6 million received in 2012 from the disposition of a rental property (See Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of the sale).	
 	 	
•	Approximate repayments of $5.3 million 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).	
 	 	
•	Approximately $62.0 million paid in 2011 for capital improvements (see table below).	
 	 	
•	Approximately $651.1 million paid in 2011 for real estate and approximately $40.4 million for Notes Receivable related to the 2011 Acquisition Properties (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's recent acquisitions).	
 	 	
•	Approximately $52.3 million received in 2011 from proceeds related to short-term investments.	

Capital improvements
The table below summarizes capital improvements activity for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands).

 	 	For the years ended December 31,(1)	
 	 	2012	 	2011	 	2010	
Recurring Capital Expenditure (2)	 	$	29,287	
 	 	$	23,315	
 	 	$	20,794	
 	
Development (3)	 	920	
 	 	2,467	
 	 	7,008	
 	
New home investments	 	29,218	
 	 	28,542	
 	 	12,523	
 	
Used home investments	 	15,179	
 	 	7,266	
 	 	7,254	
 	
Total Property	 	74,604	
 	 	61,590	
 	 	47,579	
 	
Corporate (4)	 	656	
 	 	442	
 	 	1,050	
 	
Total Capital improvements	 	$	75,260	
 	 	$	62,032	
 	 	$	48,629	
 	
__________________________________________________
 	 	
(1)	Excludes noncash activity of approximately $0.8 million and $3.7 million for new homes purchased with dealer financing for the years ended December 31, 2011 and 2010 and approximately $5.3 million, $2.7 million and $0.6 million of repossessions for the years ended December 31, 2012, 2011 and 2010, 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.	
 	 	
(4)	For the year ended December 31, 2010, this includes approximately $0.7 million spent to renovate the corporate headquarters, of which approximately $0.7 million was reimbursed by the landlord as a tenant allowance.	
Financing Activities
Net cash used in financing activities was $183.2 million for the year ended December 31, 2012 compared to net cash provided by financing activities of $584.0 million for the year ended December 31, 2011. Significant components of net cash (used in) and provided by financing activities include:
 	 	
•	Approximately $159.5 million of financing proceeds received in 2012 which 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 the Company's borrowing arrangements).	
 	 	
•	Approximately $110.8 million of distributions paid in 2012 to common stockholders, common OP unitholders and preferred stockholders, approximately $63.9 million for the redemption of preferred stock and approximately $1.3 million for 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 the Company's equity transactions).	

42

 	 	
•	Approximately $400.0 million of financing proceeds received in 2011 from the Term Loan and new mortgages offset by pay downs of approximately $52.5 million of maturing mortgages, payments of approximately $23.2 million of amortizing principal debt and payments of approximately $15.8 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 the Company's borrowing arrangements).	
 	 	
•	Approximately $349.5 million of proceeds received in 2011 from the issuance of common stock, exercise of stock options and the sale of shares through the employee stock purchase plan offset by payments of approximately $72.4 million of distributions to its common stockholders, common OP unitholders, perpetual preferred OP unitholders and preferred stockholders (See Note 4 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's equity transactions).	
Contractual Obligations
As of December 31, 2012, the Company was subject to certain contractual payment obligations as described in the table below (dollars in thousands):

 	 	Total	 	2013	 	2014	 	2015	 	2016	 	2017	 	Thereafter	
Long Term Borrowings (1)	 	$	2,245,258	
 	 	$	105,052	
 	 	$	161,160	
 	 	$	591,949	
 	 	$	238,626	
 	 	$	302,801	
 	 	$	845,670	
 	
Interest Expense (2)	 	557,330	
 	 	120,528	
 	 	111,566	
 	 	100,616	
 	 	65,699	
 	 	54,773	
 	 	104,148	
 	
Operating Lease	 	11,837	
 	 	1,247	
 	 	1,290	
 	 	1,327	
 	 	1,349	
 	 	1,372	
 	 	5,252	
 	
LOC Maintenance Fee (3)	 	4,232	
 	 	1,140	
 	 	1,140	
 	 	1,140	
 	 	812	
 	 	—	
 	 	—	
 	
Total Contractual Obligations	 	$	2,818,657	
 	 	$	227,967	
 	
 	$	275,156	
 	 	$	695,032	
 	 	$	306,486	
 	 	$	358,946	
 	 	$	955,070	
 	
Weighted average interest rates	 	5.06	%	—	
 	5.39	%	 	5.38	%	 	5.27	%	 	5.19	%	 	5.63	%	 	5.82	%	
 _____________________
 	 	
(1)	Balance excludes net premiums and discounts of $24.6 million, primarily due to the fair market value adjustment of the assumption of $515.0 million of secured debt from the 2011 Acquisition Properties. Balances include debt maturing and scheduled periodic principal payments	
 	 	
(2)	Amounts include interest expected to be incurred on the Company’s secured debt based on obligations outstanding as of December 31, 2012.	
 	 	
(3)	Assumes the Company will exercise its one year extension option on September 15, 2016 and assumes the Company will maintain its current leverage ratios as defined by the LOC.	
The Company does not include insurance, property taxes and cancelable contracts in the contractual obligations table above.
The Company leases land under non-cancelable operating leases at certain of the Properties expiring in various years from 2013 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues. The Colony Cove Property lease requires escalated payments every three months based on the increase in the purchase option, see further detail below. For the years ended December 31, 2012, 2011, and 2010, ground lease rent was approximately $3.3 million, $2.5 million, and $1.9 million, respectively. Minimum future rental payments under the ground leases are approximately $3.4 million for 2013, approximately $1.9 million in each of 2014, 2015, 2016 and 2017 and approximately $13.0 million thereafter. The decrease in future minimum rental payments assumes that the Company will exercise its option to acquire land at the recently acquired Colony Cove Property on January 1, 2014. The option exercise date is subject to certain assumptions and the timing of the option exercise may be before or after January 1, 2014.
With respect to maturing debt, the Company has staggered the maturities of its long-term mortgage debt over an average of approximately five years, with approximately $591.9 million (which is due in 2015) in principal maturities coming due in any single year. The Company believes that it will be able to refinance its maturing debt obligations on a secured or unsecured basis; however, to the extent the Company is unable to refinance its debt as it matures, it believes that it will be able to repay such maturing debt from operating cash flow, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, the Company’s future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments.
Critical Accounting Policies and Estimates
The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. The Company believes that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

43

Long-Lived Assets
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve the asset and extend the useful life of the asset are capitalized over their estimated useful life.
In accordance with the Codification Sub-Topic “Impairment or Disposal of Long Lived Assets” (“FASB ASC 360-10-35”), the Company periodically evaluates its long-lived assets to be held and used, including its investments in real estate, for impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal factors. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.
     Real estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our real estate investments. These factors include:
•the general economic climate;
•competition from other housing options;
•local conditions, such as an increase in unemployment;
•changes in governmental regulations and the related cost of compliance; and
•changes in market rental rates.
Any adverse changes in these factors could cause an impairment in our assets, including real estate and investments in unconsolidated joint venture partnerships.
For long-lived assets to be held and used, if an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the carrying amount in excess of the estimated fair value, if any, of the asset. For the periods presented, no impairment losses were recorded.
For Properties to be disposed of, an impairment loss is recognized when the fair value of the Property, less the estimated cost to sell, is less than the carrying amount of the Property measured at the time the Company has made the decision to dispose of the Property, has a commitment to sell the Property and/or is actively marketing the Property for sale. A Property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less costs to sell. Subsequent to the date that a Property is held for disposition, depreciation expense is not recorded. The Company accounts for its Properties held for disposition in accordance with FASB ASC 360-10-35. Accordingly, the results of operations for all assets sold or held for sale are classified as discontinued operations in all periods presented, as applicable.
Revenue Recognition
The Company accounts for leases with its customers as operating leases. Rental income is recognized over the term of the respective lease or the length of a customer’s stay, the majority of which are for a term of not greater than one year. The Company evaluates all amounts receivable from customers and an allowance is established for amounts greater than 30 days past due. The Company’s allowance for uncollectible rents receivable was approximately $4.7 million and $4.9 million as of December 31, 2012 and 2011, respectively. The Company will continue to monitor and assess these receivables and changes in required allowances may occur in the future due to changes in the market environment.
The Company accounts for the entry of right-to-use contracts in accordance with the Codification Topic “Revenue Recognition” (“FASB ASC 605”). A right-to-use contract gives the customer the right to a set schedule of usage at a specified group of Properties. Customers may choose to upgrade their contracts to increase their usage and the number of Properties they may access. A contract requires the customer to make annual payments during the term of the contract and may require an upfront nonrefundable payment. The stated term of a right-to-use contract is at least one year and the customer may renew his contract by continuing to make the annual payments. The Company will recognize the upfront non-refundable payments over the estimated customer life which, based on historical attrition rates, the Company has estimated to be from one to 31 years. For example, the Company has currently estimated that 7.9% of customers who enter a new right-to-use contract will terminate their contract after five years. Therefore, the upfront nonrefundable payments from 7.9% of the contracts entered in any particular period are amortized on a straight-line basis over a period of five years as five years is the estimated customer life for 7.9% of the Company’s customers who enter a contract. The historical attrition rates for upgrade contracts are lower than for new contracts, and therefore, the nonrefundable upfront payments for upgrade contracts are amortized at a different rate than for new contracts. The decision to recognize this revenue in accordance with FASB ASC 605 was made after corresponding during September and October 2008 with the Office of the Chief Accountant at the SEC.
The Company continues to monitor customer lives based on historical attrition rates and changes in revenue recognized may occur in the future due to changes in customer behavior.

44

Right-to-use annual payments by customers under the terms of the right-to-use contracts are deferred and recognized ratably over the one year period in which access to sites at certain Properties are provided.
Notes and Contracts Receivable
Notes receivable generally are stated at their outstanding unpaid principal balances net of any deferred fees or costs on originated loans, unamortized discounts or premiums, and an allowance. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. In certain cases the Company finances the sales of homes to its customers (referred to as “Chattel Loans”) which loans are secured by the homes. The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated based on delinquency trends, average annual default rates, loss rates, and the current estimated market value of the underlying manufactured home collateral.
During the year ended December 31, 2011, the Company purchased Chattel Loans that were recorded at fair value at the time of acquisition under the Codification Topic “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“FASB ASC 310-30”). (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a detailed description of our 2011 Acquisition.) The fair value of these Chattel Loans included an estimate of losses that are expected to be incurred over the estimated remaining lives of the receivables, and therefore no allowance for losses was recorded for these Chattel Loans. The fair value is estimated based on a number of factors including customer delinquency status, credit scores, the original down payment amount and below-market stated interest rates. Through December 31, 2012, the short-term historical performance of these loans has indicated a default rate of 23% and a recovery rate of 26%, which are slightly higher than originally estimated. Management regularly reviews these assumptions and may adjust its estimates as needed as more information becomes available. A probable decrease in management’s expectation of future cash collections related to these Chattel Loans could result in the need to record an allowance for credit losses in the future. Due to the size of the Chattel Loan pool and maturity dates ranging up to 29 years, future credit losses or changes to interest income could be significant.
 
The Company also provides financing for nonrefundable up-front payments on sales of new or upgrades of right-to-use contracts (“Contracts Receivable”). Based upon historical collection rates and current economic trends, when an up-front payment is financed, a reserve is established for a portion of the Contracts Receivable balance estimated to be uncollectible. The reserve and the rate at which the Company provides for losses on its Contracts Receivable could be increased or decreased in the future based on its actual collection experience. (See Note 7 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)
Certain of the Company’s Contracts Receivable were recorded at fair value at the time of acquisition under the FASB ASC 310-30. The fair value of these Contracts Receivable included an estimate of losses that were expected to be incurred over the estimated life of the Contracts Receivable, and therefore no allowance for losses was recorded for these Contracts Receivable as of the transaction date. Through December 31, 2012, the credit performance of these Contracts Receivable has been better than the assumptions used in determining its initial fair value, and the Company regularly updates its expectations regarding the amounts and timing of future cash flows.
Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.
Off Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements with any unconsolidated investments or joint ventures that it believes have or are reasonably likely to have a material effect on its financial condition, results of operations, liquidity or capital resources.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases which provide the Company with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation to the Company. In addition, the Company's resort Properties are not generally subject to leases and rents are established for these sites on an annual basis. The Company's right-to-use contracts generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years old.

45

Funds From Operations
Funds from Operations (“FFO”) is a non-GAAP financial measure. The Company believes 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 an equity REIT’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. FFO does not represent cash generated from operating activities in accordance with GAAP, nor does it 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 its liquidity, nor is it indicative of funds available to fund our cash needs, including its ability to make cash distributions.
The following table presents a calculation of FFO for the years ended December 31, 2012, 2011 and 2010 (amounts in thousands):

 	 	 	 	 	 	 	 	 	 	 	 	
 	2012	 	2011	 	2010	
Computation of funds from operations:	 	 	 	 	 	
Net income available for common shares	$	54,778	
 	 	$	22,775	
 	 	$	38,354	
 	
Income allocated to common OP Units	5,067	
 	 	3,105	
 	 	5,903	
 	
Series B Redeemable Preferred Stock Dividends	—	
 	 	466	
 	 	—	
 	
Right-to-use contract upfront payments, deferred, net	6,694	
 	 	11,936	
 	 	14,856	
 	
Right-to-use contract commissions, deferred, net	(3,155	)	 	(4,789	)	 	(5,525	)	
Depreciation on real estate assets	98,826	
 	 	79,981	
 	 	68,125	
 	
Depreciation on rental homes	6,091	
 	 	4,276	
 	 	2,827	
 	
Amortization of in-place leases	45,122	
 	 	28,479	
 	 	—	
 	
Depreciation on unconsolidated joint ventures	1,166	
 	 	1,228	
 	 	1,218	
 	
Gain on sale of property, net of tax	(4,596	)	 	—	
 	 	231	
 	
Funds from operations available for common shares	$	209,993	
 	 	$	147,457	
 	 	$	125,989	
 	
Weighted average common shares outstanding—fully diluted	45,431	
 	 	40,330	
 	 	35,518	

46

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company’s earnings, cash flows and fair values relevant to financial instruments are dependent on prevailing market interest rates. The primary market risk the Company faces is long-term indebtedness, which bears interest at fixed and variable rates. The fair value of the Company’s long-term debt obligations is affected by changes in market interest rates. At December 31, 2012, approximately 100% or approximately $2.1 billion of the Company’s outstanding secured debt had fixed interest rates with scheduled maturities from 2013 to 2023, which minimizes the market risk until the debt matures. For each increase in interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would decrease by approximately $100.7 million. For each decrease in interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would increase by approximately $106.0 million. If interest rates were to increase or decrease by 1%, there would be no effect on interest expense or cash flows as the outstanding secured debt has fixed interest rates.
The Company’s $200.0 million Term Loan has variable rates based on LIBOR plus 1.85% to 2.80% per annum, which the Company fixed the underlying LIBOR rate at 1.11% per annum for the first three years.
FORWARD-LOOKING STATEMENTS
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 recent acquisitions 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 ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;	
 	 	
•	the Company’s assumptions about rental and home sales markets;	
 	 	
•	the Company’s ability to manage counterparty risk;	
 	 	
•	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 recent acquisitions and the Company’s estimates regarding the future performance of recent acquisitions;	
 	 	
•	unanticipated costs or unforeseen liabilities associated with the 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 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 8.Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on page F-1 of this Form 10-K.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.

47

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information the Company is required to disclose in the reports that the Company files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
The Company’s management with the participation of the Chief Executive Officer and the Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2012. Based on that evaluation as of the end of the period covered by this annual report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder as of December 31, 2012.
Changes in Internal Control Over Financial Reporting
There were no material changes in the Company’s internal control over financial reporting during the year ended December 31, 2012.
Report of Management on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on management’s assessment, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  “Internal Control-Integrated Framework.”
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 has been audited by the Company’s independent registered public accounting firm, as stated in their report on Page F-2 of the Consolidated Financial Statements.

Item 9B. Other Information
Pursuant to the authority granted in the Stock Option and Award Plan, in November 2012 the Compensation Committee approved the annual award of stock options to be granted to the Chairman of the Board, the Compensation Committee Chairperson and Lead Director, the Executive Committee Chairperson, and the Audit Committee Chairperson and Audit Committee Financial Expert on January 31, 2013 for services rendered in 2012. On January 31, 2013, Mr. Samuel Zell was awarded options to purchase 100,000 shares of common stock, which he elected to receive as 20,000 shares of restricted common stock, for services rendered as Chairman of the Board; Mrs. Sheli Rosenberg was awarded options to purchase 25,000 shares of common stock, which she elected to receive as 5,000 shares of restricted common stock, for services rendered as Lead Director and Chairperson of the Compensation Committee; Mr. Howard Walker was awarded options to purchase 15,000 shares of common stock, which he elected to receive as 3,000 shares of restricted common stock, for services rendered as Chairperson of the Executive Committee; and Mr. Philip Calian was awarded options to purchase 15,000 shares of common stock, which he elected to receive as 3,000 shares of restricted common stock, for services rendered as Audit Committee Financial Expert and Audit Committee Chairperson. One-third of the options to purchase common stock and the shares of restricted common stock covered by these awards vests on each of December 31, 2013, December 31, 2014 and December 31, 2015.

48

PART III
Items 10 and 11 Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Item 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2013 Annual Meeting and is therefore incorporated by reference, and thus Item 10 and 11 has been omitted in accordance with General Instruction G.(3) to Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding securities authorized for issuance under equity compensation plans required by Item 12 follows: 

Plan Category	Number of securities to
be Issued upon Exercise
of Outstanding  Options,
Warrants and Rights
(a)	 	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights	 	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))	
Equity compensation plans approved by security holders  (1)	552,800	
 	 	43.56	
 	 	654,346	
 	
Equity compensation plans not approved by security holders  (2)	N/A	
 	 	N/A	
 	 	274,639	
 	
Total	552,800	
 	 	43.56	
 	 	928,985	
 	
_________________________________ 
 	 	
(1)	Includes shares of common stock under the Company’s Stock Option and Award Plan adopted in December 1992, and amended and restated from time to time, most recently amended effective March 23, 2001. The Stock Option and Award Plan and certain amendments thereto were approved by the Company’s stockholders.	
 	 	
(2)	Represents shares of common stock under the Company’s 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.	
The information required by Item 403 of Regulation S-K “Security Ownership of Certain Beneficial Owners and Management” required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 2012 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G.(3) to Form 10-K.
Items 13 and 14 Certain Relationships and Related Transactions, and Director Independence, and Principal Accountant Fees and Services
The information required by Item 13 and Item 14 will be contained in the Proxy Statement on Schedule 14A for the 2013 Annual Meeting and is therefore incorporated by reference, and thus Item 13 and 14 has been omitted in accordance with General Instruction G.(3) to Form 10-K.

49

PART IV
Item 15. Exhibits and Financial Statements Schedules
 	 	
1.	Financial Statements	
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.
 	 	
2.	Financial Statement Schedule	
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.
 	 	
3.	Exhibits:	

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
 	 	
•	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.	
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and its other public filings, which are available without charge through the SEC’s website at  http://www.sec.gov .  

2.1(k)	Purchase and Sale Agreement, dated May 31, 2011, by and among, MHC Operating Limited Partnership, a subsidiary of Equity LifeStyle Properties, Inc., and the entities listed as “Sellers” on the signature page thereto	
 	 	
2.2(k)	Purchase and Sale Agreement, dated May 31, 2011, by and among MH Financial Services, L.L.C., Hometown America Management, L.L.C., Hometown America Management, L.P., and Hometown America Management Corp., as sellers, and Realty Systems, Inc. and MHC Operating Limited Partnership, collectively, as purchaser	
 	 	
3.1(f)	Amended and Restated Articles of Incorporation of Equity Lifestyle Properties, Inc. effective May 15, 2007	
 	 	
3.4(g)	Second Amended and Restated Bylaws effective August 8, 2007	
 	 	
3.7(q)	Articles Supplementary designating the Company’s 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share	
 	 	
4.3(i)	Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share	
 	 	
4.5(l)	Registration Rights Agreement, entered into by and between Equity LifeStyle Properties, Inc. and Hometown America, L.L.C. dated July 1, 2011	
 	 	
4.6(o)	Form of Depositary Agreement, among the Company, American Stock Transfer & Trust Company, LLC, as Depositary, and the holders from time to time of the Depositary Shares	
 	 	
4.7(q)	Specimen Stock Certificate Evidencing the Company’s 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share	
 	 	
4.8(q)	Specimen Receipt Evidencing the Depositary Shares	
 	 	
10.4(a)	Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996	
 	 	
10.5(d)	Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004	
 	 	
10.10(b)	Form of Manufactured Home Communities, Inc. 1997 Non-Qualified Employee Stock Purchase Plan	

 	
 	 	
10.11(c)	Amended and Restated Manufactured Home Communities, Inc. 1992 Stock Option and Stock Award Plan effective March 23, 2001	
 	 	
10.33(e)	Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006	
 	 	
10.34(e)	Form of Indemnification Agreement	
 	 	
10.43(h)	Form of Trust Agreement Establishing Howard Walker Deferred Compensation Trust, dated December 8, 2000	
 	 	
10.46(j)	Amended and Restated Credit Agreement ($380 million Unsecured Revolving Facility) dated May 19, 2011	
 	 	
10.49(j)	Amended and Restated Guaranty dated May 19, 2011	
 	 	
10.50(m)	Term Loan Agreement, dated July 1, 2011, by and among the Company, the Operating Partnership, Wells Fargo Securities, LLC, Bank of America, N.A., Wells Fargo Bank, National Association and each of the financial institutions initially a signatory thereto together with their successors and assignees	
 	 	
10.51(m)	Guaranty, dated July 1, 2011, by and among the Company, MHC Trust, MHC T1000 Trust and Wells Fargo Bank, National Association	
 	 	
10.53(n)	Third Amendment to the Amended and Restated Credit Agreement, dated July 20, 2012, by and among the Company, MHC Operating Limited Partnership, Wells Fargo Bank, N.A. and each of the Lenders set forth therein	
 	 	
10.54(n)	Guarantor Acknowledgment, dated July 20, 2012, by and among the Company, MHC Trust, MHC T1000 Trust, Wells Fargo Bank, N.A. and each of the Lenders set forth therein	
 	 	
10.55(p)	Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and RBC Capital Markets, LLC	
 	 	
10.56(p)	Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and RBS Securities Inc.	
 	 	
10.57(p)	Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC	
 	 	
10.58(p)	Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated	
 	 	
12(r)	Computation of Ratio of Earnings to Fixed Charges	
 	 	
14(e)	Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated July 2006	
 	 	
21(r)	Subsidiaries of the registrant	
 	 	
23(r)	Consent of Independent Registered Public Accounting Firm	
 	 	
24.1(r)	Power of Attorney for Philip C. Calian dated February 19, 2013	
 	 	
24.2(r)	Power of Attorney for David J. Contis dated February 15, 2013	
 	 	
24.3(r)	Power of Attorney for Thomas E. Dobrowski dated February 19, 2013	
 	 	
24.4(r)	Power of Attorney for Sheli Z. Rosenberg dated February 18, 2013	
 	 	
24.5(r)	Power of Attorney for Howard Walker dated February 21, 2013	
 	 	
24.6(r)	Power of Attorney for Gary Waterman dated February 19, 2013	
 	 	
24.7(r)	Power of Attorney for Samuel Zell dated February 21, 2013	
 	 	
24.8(r)	Power of Attorney for Thomas P. Heneghan dated February 21, 2013	
 	 	
31.1(r)	Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	
 	 	
31.2(r)	Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002	
 	 	
32.1(r)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350	
 	 	
32.2(r)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350	

51

 	
 	 	
101	The following materials from Equity LifeStyle Properties, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flow, and (iv) the Notes to Consolidated Financial Statements.	

The following documents are incorporated herein by reference.

(a) 	Included as an exhibit to the Company’s Report on Form 10-Q for the quarter ended June 30, 1996	
 	 	
(b) 	Included as Exhibit A to the Company’s definitive Proxy Statement dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997	
 	 	
(c) 	Included as Appendix A to the Company’s Definitive Proxy Statement dated March 30, 2001	
 	 	
(d) 	Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2005	
 	 	
(e) 	Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2006	
 	 	
(f) 	Included as an exhibit to the Company’s Report on Form 8-K dated May 18, 2007	
 	 	
(g) 	Included as an exhibit to the Company’s Report on Form 8-K dated August 8, 2007	
 	 	
(h) 	Included as an exhibit to the Company’s Report on Form 8-K dated December 8, 2000, filed on September 25, 2008	
 	 	
(i) 	Included as an exhibit to the Company’s Report on Form S-3 ASR dated May 6, 2009	
 	 	
(j) 	Included as an exhibit to the Company’s Report on Form 8-K dated May 19, 2011	
 	 	
(k) 	Included as an exhibit to the Company’s Report on Form 8-K dated May 31, 2011	
 	 	
(l) 	Included as an exhibit to the Company’s Report on Form 10-Q dated June 30, 2011	
 	 	
(m) 	Included as an exhibit to the Company’s Report on Form 8-K dated July 1, 2011	
 	 	
(n) 	Included as an exhibit to the Company’s Report on Form 8-K dated July 20, 2012	
 	 	
(o) 	Included as an exhibit to the Company’s Schedule TO/13E-3 dated August 23, 2012	
 	 	
(p) 	Included as an exhibit to the Company’s Report on Form 8-K dated September 6, 2012	
 	 	
(q) 	Included as an exhibit to the Company’s Form 8-A dated September 14, 2012	
 	 	
(r) 	Filed herewith	

52

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  

 	 	 	 	 	
 	 	EQUITY LIFESTYLE PROPERTIES, INC.,
a Maryland corporation	
 	 	 	 	
Date:	February 28, 2013	 	By:	/s/    MARGUERITE NADER        	
 	 	 	 	Marguerite Nader	
 	 	 	President and Chief Executive Officer
(Principal Executive Officer)	
 	 	 	 	
Date:	February 28, 2013	 	By:	/s/    PAUL SEAVEY       	
 	 	 	 	Paul Seavey	
 	 	 	 	Senior Vice President, Chief Financial
Officer and Treasurer	
 	 	 	 	(Principal Financial Officer)	
 	 	 	 	
Date:	February 28, 2013	 	By:	/s/    THOMAS C. NOVOSEL        	
 	 	 	 	Thomas C. Novosel	
 	 	 	 	Senior Vice President and
Chief Accounting Officer	
 	 	 	 	(Principal Accounting Officer)	

53

Equity LifeStyle Properties, Inc.—Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.  

 	 	 	 	 	
Name	  	Title	 	Date	
 	 	 	
/s/  MARGUERITE NADER	  	President and Chief Executive Officer (Principal Executive Officer) *Attorney in Fact	 	February 28, 2013	
Marguerite Nader	 	 	
 	 	 	 	 	
/s/  PAUL SEAVEY	  	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) *Attorney in Fact	 	February 28, 2013	
Paul Seavey	 	 	
 	 	 	 	 	
/s/  THOMAS C. NOVOSEL	 	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	 	February 28, 2013	
Thomas C. Novosel	 	 	 	 	
 	 	 	 	 	
*SAMUEL ZELL	  	Chairman of the Board	 	February 28, 2013	
Samuel Zell	 	 	
 	 	 	 	 	
*HOWARD WALKER	  	Co-Vice-Chairman of the Board	 	February 28, 2013	
Howard Walker	 	 	
 	 	 	 	 	
*THOMAS P. HENEGHAN	  	Co-Vice-Chairman of the Board	 	February 28, 2013	
Thomas P. Heneghan	 	 	
 	 	 	 	 	
*PHILIP C. CALIAN	  	Director	 	February 28, 2013	
Philip C. Calian	 	 	
 	 	 	 	 	
*DAVID J. CONTIS	  	Director	 	February 28, 2013	
David J. Contis	 	 	 	 	
 	 	 	 	 	
*THOMAS E. DOBROWSKI	 	Director	 	February 28, 2013	
Thomas E. Dobrowski	 	 	
 	 	 	 	 	
* SHELI Z. ROSENBERG	  	Director	 	February 28, 2013	
Sheli Z. Rosenberg	 	 	 	 	
 	 	 	
*GARY WATERMAN	  	Director	 	February 28, 2013	
Gary Waterman	 	 	 	 	

54

INDEX TO FINANCIAL STATEMENTS
EQUITY LIFESTYLE PROPERTIES, INC.

 	 	Page	
 	 	 	
Report of Independent Registered Public Accounting Firm	 	F-2	
 	 	 	
Report of Independent Registered Public Accounting Firm	 	F-3	
 	 	 	
Consolidated Balance Sheets as of December 31, 2012 and 2011	 	F-4	
 	 	 	
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010	 	F-5	
 	 	 	
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010    	 	F-7	
 	 	 	
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010    	 	F-9	
 	 	 	
Notes to Consolidated Financial Statements	 	F-11	
 	 	 	
Schedule III—Real Estate and Accumulated Depreciation	 	S-1	

Note that certain schedules have been omitted, as they are not applicable to the Company.

F-1

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited Equity Lifestyle Properties, Inc’s (Equity Lifestyle Properties or the Company) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Equity Lifestyle Properties’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Equity Lifestyle Properties, Inc., maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2012, and financial statement schedule listed in the index to financial statements, of Equity Lifestyle Properties, Inc., and our report dated February 28, 2013, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
February 28, 2013 

F-2

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited the accompanying consolidated balance sheets of Equity Lifestyle Properties, Inc. (Equity Lifestyle Properties or the Company), as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the index to financial statements. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Equity Lifestyle Properties at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Equity Lifestyle Properties’ internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2013 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
February 28, 2013 

F-3

Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of December 31, 2012 and 2011 
(amounts in thousands, except for share and per share data)

 	December 31,
2012	 	December 31,
2011	
Assets	 	 	 	
Investment in real estate:	 	 	 	
Land	$	1,019,581	
 	 	$	1,018,521	
 	
Land improvements	2,624,218	
 	 	2,591,225	
 	
Buildings and other depreciable property	527,718	
 	 	470,403	
 	
 	4,171,517	
 	 	4,080,149	
 	
Accumulated depreciation	(963,657	)	 	(813,926	)	
Net investment in real estate	3,207,860	
 	 	3,266,223	
 	
Cash	37,140	
 	 	70,460	
 	
Notes receivable, net	53,172	
 	 	64,239	
 	
Investment in joint ventures	8,420	
 	 	8,557	
 	
Rents and other customer receivables, net	1,206	
 	 	1,155	
 	
Deferred financing costs, net	20,696	
 	 	23,039	
 	
Retail inventory	1,569	
 	 	2,172	
 	
Deferred commission expense	22,842	
 	 	19,687	
 	
Escrow deposits, goodwill and other assets, net	45,321	
 	 	40,569	
 	
Total Assets	$	3,398,226	
 	 	$	3,496,101	
 	
Liabilities and Equity	 	 	 	
Liabilities:	 	 	 	
Mortgage notes payable	$	2,069,866	
 	 	$	2,084,683	
 	
Term loan	200,000	
 	 	200,000	
 	
Unsecured lines of credit	—	
 	 	—	
 	
Accrued payroll and other operating expenses	63,736	
 	 	62,062	
 	
Deferred revenue—upfront payments from right-to-use contracts	62,979	
 	 	56,285	
 	
Deferred revenue—right-to-use annual payments	11,088	
 	 	11,877	
 	
Accrued interest payable	10,548	
 	 	10,737	
 	
Rents and other customer payments received in advance and security deposits	55,707	
 	 	54,234	
 	
Distributions payable	—	
 	 	16,943	
 	
Total Liabilities	2,473,924	
 	 	2,496,821	
 	
Commitments and contingencies	 	 	 	
8.034% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 8,000,000 shares authorized, issued and outstanding as of December 31, 2011, at liquidation value	—	
 	 	200,000	
 	
Equity:	 	 	 	
Stockholders’ Equity:	 	 	 	
Preferred stock, $0.01 par value 9,945,539 and 2,000,000 shares authorized as of December 31, 2012 and 2011, respectively; none issued and outstanding as of December 31, 2012 and 2011, respectively	—	
 	 	—	
 	
6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of December 31, 2012, at liquidation value	136,144	
 	 	—	
 	
Common stock, $0.01 par value 100,000,000 shares authorized; 41,596,655 and 41,078,200 shares issued and outstanding as of December 31, 2012 and 2011, respectively	416	
 	 	412	
 	
Paid-in capital	1,012,930	
 	 	998,483	
 	
Distributions in excess of accumulated earnings	(287,652	)	 	(270,021	)	
Accumulated other comprehensive loss	(2,590	)	 	(2,547	)	
Total Stockholders’ Equity	859,248	
 	 	726,327	
 	
Non-controlling interests – Common OP Units	65,054	
 	 	72,953	
 	
Total Equity	924,302	
 	 	799,280	
 	
Total Liabilities and Equity	$	3,398,226	
 	 	$	3,496,101	

The accompanying notes are an integral part of the financial statements.

F-4

Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands, except for share and per share data)

 	2012	 	2011	 	2010	
Revenues:	 	 	 	 	 	
Community base rental income	$	414,170	
 	 	$	318,851	
 	 	$	259,351	
 	
Rental home income	14,065	
 	 	7,970	
 	 	4,952	
 	
Resort base rental income	134,327	
 	 	130,489	
 	 	129,481	
 	
Right-to-use annual payments	47,662	
 	 	49,122	
 	 	49,831	
 	
Right-to-use contracts current period, gross	13,433	
 	 	17,856	
 	 	19,496	
 	
Right-to-use contracts, deferred, net of prior period amortization	(6,694	)	 	(11,936	)	 	(14,856	)	
Utility and other income	64,432	
 	 	53,843	
 	 	48,357	
 	
Gross revenues from home sales	8,566	
 	 	6,088	
 	 	6,120	
 	
Brokered resale revenues and ancillary services revenues, net	3,114	
 	 	3,464	
 	 	4,408	
 	
Interest income	10,009	
 	 	7,000	
 	 	4,419	
 	
Income from other investments, net	6,793	
 	 	6,452	
 	 	5,740	
 	
Total revenues	709,877	
 	 	589,199	
 	 	517,299	
 	
Expenses:	 	 	 	 	 	
Property operating and maintenance	226,952	
 	 	200,623	
 	 	185,786	
 	
Rental home operating and maintenance	7,359	
 	 	4,850	
 	 	3,111	
 	
Real estate taxes	47,623	
 	 	37,619	
 	 	32,110	
 	
Sales and marketing, gross	10,846	
 	 	11,219	
 	 	12,606	
 	
Sales and marketing, deferred commissions, net	(3,155	)	 	(4,789	)	 	(5,525	)	
Property management	38,460	
 	 	35,076	
 	 	32,639	
 	
Depreciation on real estate assets and rental homes	104,917	
 	 	84,257	
 	 	70,952	
 	
Amortization of in-place leases	45,122	
 	 	28,479	
 	 	—	
 	
Cost of home sales	9,475	
 	 	5,683	
 	 	5,396	
 	
Home selling expenses	1,411	
 	 	1,589	
 	 	2,078	
 	
General and administrative	26,744	
 	 	23,833	
 	 	22,559	
 	
Acquisition costs	180	
 	 	18,493	
 	 	—	
 	
Rent control initiatives and other	1,456	
 	 	2,043	
 	 	2,200	
 	
Goodwill impairment	—	
 	 	—	
 	 	3,635	
 	
Interest and related amortization	124,524	
 	 	99,668	
 	 	91,151	
 	
Total expenses	641,914	
 	 	548,643	
 	 	458,698	
 	
         Income before equity in income of unconsolidated joint ventures and gain (loss) on sale of property	67,963	
 	 	40,556	
 	 	58,601	
 	
    Equity in income of unconsolidated joint ventures	1,899	
 	 	1,948	
 	 	2,027	
 	
Gain (loss) on sale of property, net of tax	4,596	
 	 	—	
 	 	(231	)	
Consolidated net income	74,458	
 	 	42,504	
 	 	60,397	
 	
Income allocated to non-controlling interests – Common OP Units	(5,067	)	 	(3,105	)	 	(5,903	)	
Income allocated to non-controlling interests – Perpetual Preferred OP Units	—	
 	 	(2,801	)	 	(16,140	)	
Series A Redeemable Perpetual Preferred Stock Dividends	(11,704	)	 	(13,357	)	 	—	
 	
Series B Redeemable Preferred Stock Dividends	—	
 	 	(466	)	 	—	
 	
Series C Redeemable Perpetual Preferred Stock Dividends	(2,909	)	 	—	
 	 	—	
 	
Net income available for Common Shares	$	54,778	
 	 	$	22,775	
 	 	$	38,354	

Consolidated net income	$	74,458	
 	 	$	42,504	
 	 	$	60,397	
 	
Other comprehensive loss:	 	 	 	 	 	
Adjustment for fair market value of swap	(43	)	 	(2,547	)	 	—	
 	
Consolidated comprehensive income	74,415	
 	 	39,957	
 	 	60,397	
 	
Comprehensive income allocated to non-controlling interests – Common OP Units	(5,061	)	 	(2,866	)	 	(5,903	)	
Comprehensive income allocated to non-controlling interests – Perpetual Preferred OP Units	—	
 	 	(2,801	)	 	(16,140	)	
Series A Redeemable Perpetual Preferred Stock Dividends	(11,704	)	 	(13,357	)	 	—	
 	
Series B Redeemable Preferred Stock Dividends	—	
 	 	(466	)	 	—	
 	
Series C Redeemable Perpetual Preferred Stock Dividends	(2,909	)	 	—	
 	 	—	
 	
Comprehensive income attributable to Common Stockholders	$	54,741	
 	 	$	20,467	
 	 	$	38,354	

The accompanying notes are an integral part of the financial statements.

F-5

Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands, except for share and per share data)

 	 	 	 	 	 	 	 	 	 	 	 	
 	2012	 	2011	 	2010	
Earnings per Common Share – Basic:	 	 	 	 	 	
Net income available for Common Shares	$	1.33	
 	 	$	0.64	
 	 	$	1.26	
 	
Earnings per Common Share – Fully Diluted:	 	 	 	 	 	
Net income available for Common Shares	$	1.32	
 	 	$	0.64	
 	 	$	1.25	
 	
Distributions declared per Common Share outstanding	$	1.75	
 	 	$	1.50	
 	 	$	1.20	
 	
Weighted average Common Shares outstanding – basic	41,174	
 	 	35,591	
 	 	30,517	
 	
Weighted average Common Shares outstanding – fully diluted	45,431	
 	 	40,330	
 	 	35,518	

 

 

The accompanying notes are an integral part of the financial statements.

F-6

Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Common
Stock	 	Paid-in
Capital	 	8.034% Series A
 Cumulative
Redeemable
Perpetual
Preferred  Stock	 	Series B Preferred Stock	 	6.75%  Series C Cumulative
Redeemable
Perpetual
Preferred  Stock	 	Distributions
in Excess of
Accumulated
Earnings	 	Non-
controlling
interests –
Common OP
Units	 	Accumulated
Other
Comprehensive
Loss	 	Total
Equity	
Balance, December 31, 2009	$	301	
 	 	$	456,696	
 	 	$	—	
 	 	$	—	
 	 	$	—	
 	 	$	(238,467	)	 	$	35,897	
 	 	$	—	
 	 	$	254,427	
 	
Conversion of OP Units to common stock	9	
 	 	3,662	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(3,671	)	 	—	
 	 	—	
 	
Issuance of common stock through exercise of options	—	
 	 	1,106	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	1,106	
 	
Issuance of common stock through employee stock purchase plan	—	
 	 	1,076	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	1,076	
 	
Compensation expenses related to stock options and restricted stock	—	
 	 	5,436	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	5,436	
 	
Repurchase of common stock or Common OP Units	—	
 	 	(2,054	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(2,054	)	
Adjustment for Common OP Unitholders in the Operating Partnership	—	
 	 	(751	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	751	
 	 	—	
 	 	—	
 	
Acquisition of non-controlling interests	—	
 	 	(1,449	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(132	)	 	—	
 	 	(1,581	)	
Net income available for Common Shares	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	38,354	
 	 	5,903	
 	 	—	
 	 	44,257	
 	
Distributions	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(36,889	)	 	(5,620	)	 	—	
 	 	(42,509	)	
Balance, December 31, 2010	310	
 	 	463,722	
 	 	—	
 	 	—	
 	 	—	
 	 	(237,002	)	 	33,128	
 	 	—	
 	 	260,158	
 	
Conversion of OP Units to common stock	4	
 	 	4,063	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(4,067	)	 	—	
 	 	—	
 	
Issuance of common stock through exercise of options	4	
 	 	4,567	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	4,571	
 	
Issuance of common stock through employee stock purchase plan	—	
 	 	913	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	913	
 	
Compensation expenses related to stock options and restricted stock	—	
 	 	5,762	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	5,762	
 	
Repurchase of common stock or Common OP Units	—	
 	 	(1,682	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(1,682	)	
Adjustment for Common OP Unitholders in the Operating Partnership	—	
 	 	(47,100	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	47,100	
 	 	—	
 	 	—	
 	
Common stock offering	60	
 	 	343,989	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	344,049	
 	
Stock issued for Acquisition	17	
 	 	110,478	
 	 	—	
 	 	113,788	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	224,283	
 	
Adjustment for fair market value of swap	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(2,547	)	 	(2,547	)	
Redemption of Series B Preferred Stock for Common stock	17	
 	 	113,771	
 	 	—	
 	 	(113,788	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	
Net income available for Common Shares	—	
 	 	—	
 	 	—	
 	 	466	
 	 	—	
 	 	22,775	
 	 	3,105	
 	 	—	
 	 	26,346	
 	
Distributions	—	
 	 	—	
 	 	—	
 	 	(466	)	 	—	
 	 	(55,794	)	 	(6,313	)	 	—	
 	 	(62,573	)	
Balance, December 31, 2011	412	
 	 	998,483	
 	 	—	
 	 	—	
 	 	—	
 	 	(270,021	)	 	72,953	
 	 	(2,547	)	 	799,280	

F-7

The accompanying notes are an integral part of the financial statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Common
Stock	 	Paid-in
Capital	 	8.034% Series A
 Cumulative
Redeemable
Perpetual
Preferred  Stock	 	Series B Preferred Stock	 	6.75%  Series C Cumulative
Redeemable
Perpetual
Preferred  Stock	 	Distributions
in Excess of
Accumulated
Earnings	 	Non-
controlling
interests –
Common OP
Units	 	Accumulated
Other
Comprehensive
Loss	 	Total
Equity	
Balance, December 31, 2011	412	
 	 	998,483	
 	 	—	
 	 	—	
 	 	—	
 	 	(270,021	)	 	72,953	
 	 	(2,547	)	 	799,280	
 	
Conversion of OP Units to common stock	3	
 	 	6,717	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(6,720	)	 	—	
 	 	—	
 	
Issuance of common stock through exercise of options	1	
 	 	3,855	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	3,856	
 	
Issuance of common stock through employee stock purchase plan	—	
 	 	1,076	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	1,076	
 	
Compensation expenses related to stock options and restricted stock	—	
 	 	5,797	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	5,797	
 	
Repurchase of common stock or Common OP Units	—	
 	 	(1,287	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(1,287	)	
Adjustment for Common OP Unitholders in the Operating Partnership	—	
 	 	(450	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	450	
 	 	—	
 	 	—	
 	
Shelf registration costs	—	
 	 	(504	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(504	)	
Adjustment for fair market value of swap	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(43	)	 	(43	)	
Preferred Stock Offering Costs	—	
 	 	(757	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(757	)	
Reclassification of Series A Preferred Stock	—	
 	 	—	
 	 	200,000	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	200,000	
 	
Net income available for Common Shares	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	54,778	
 	 	5,067	
 	 	—	
 	 	59,845	
 	
Distributions	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(72,409	)	 	(6,696	)	 	—	
 	 	(79,105	)	
Exchange of Preferred Stock	—	
 	 	—	
 	 	(136,144	)	 	—	
 	 	136,144	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	
Redemption of Preferred Stock	—	
 	 	—	
 	 	(63,856	)	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(63,856	)	
Balance, December 31, 2012	$	416	
 	 	$	1,012,930	
 	 	$	—	
 	 	$	—	
 	 	$	136,144	
 	 	$	(287,652	)	 	$	65,054	
 	 	$	(2,590	)	 	$	924,302	

The accompanying notes are an integral part of the financial statements.

F-8

  Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands)

 	2012	 	2011	 	2010	
Cash Flows From Operating Activities:	 	 	 	 	 	
Consolidated net income	$	74,458	
 	 	$	42,504	
 	 	$	60,397	
 	
Adjustments to reconcile consolidated net income to net cash provided by operating activities:	 	 	 	 	 	
(Gain) loss on sale of property, net of tax	(4,596	)	 	—	
 	 	231	
 	
Depreciation expense	105,578	
 	 	85,235	
 	 	72,129	
 	
Amortization of in-place leases	45,122	
 	 	28,479	
 	 	—	
 	
Amortization of loan costs	5,754	
 	 	5,305	
 	 	3,325	
 	
Debt premium amortization	(6,764	)	 	(1,817	)	 	13	
 	
Equity in income of unconsolidated joint ventures	(1,899	)	 	(1,948	)	 	(2,027	)	
Distributions from unconsolidated joint ventures	1,839	
 	 	1,841	
 	 	2,831	
 	
Amortization of stock-related compensation	5,797	
 	 	5,762	
 	 	5,436	
 	
Revenue recognized from right-to-use contract upfront payments	(6,739	)	 	(5,920	)	 	(4,640	)	
Commission expense recognized related to right-to-use contracts	2,310	
 	 	1,946	
 	 	1,432	
 	
Accrued long term incentive plan compensation	782	
 	 	1,813	
 	 	725	
 	
Provision for uncollectible rents receivable	3,243	
 	 	3,569	
 	 	2,714	
 	
Changes in assets and liabilities:	 	 	 	 	 	
Notes receivable activity, net	409	
 	 	477	
 	 	494	
 	
Rent and other customer receivables, net	(3,264	)	 	(4,305	)	 	(2,713	)	
Inventory - retail	1,379	
 	 	25	
 	 	(391	)	
Deferred commission expense	(5,465	)	 	(6,735	)	 	(6,957	)	
Escrow deposits, goodwill and other assets	7,879	
 	 	(6,113	)	 	11,645	
 	
Goodwill impairment	—	
 	 	—	
 	 	3,635	
 	
Accrued payroll and other operating expenses, net	(3,041	)	 	6,736	
 	 	(7,886	)	
Deferred revenue – upfront payments from right-to-use contracts	13,433	
 	 	17,856	
 	 	19,496	
 	
Deferred revenue – right-to-use annual payments	(789	)	 	(765	)	 	39	
 	
Rents received in advance and security deposits	1,033	
 	 	1,696	
 	 	3,381	
 	
Net cash provided by operating activities	236,459	
 	 	175,641	
 	 	163,309	
 	
Cash Flows From Investing Activities:	 	 	 	 	 	
Real estate acquisition	(24,213	)	 	(651,089	)	 	—	
 	
Notes receivable acquisition	—	
 	 	(40,362	)	 	—	
 	
Proceeds from disposition of rental properties and other	7,564	
 	 	252	
 	 	—	
 	
Net tax-deferred exchange withdrawal	—	
 	 	—	
 	 	786	
 	
Proceeds from (purchase of) short-term investments	—	
 	 	52,266	
 	 	(52,266	)	
Net repayments (borrowings) of notes receivable	5,344	
 	 	(883	)	 	1,176	
 	
Capital improvements	(75,260	)	 	(62,032	)	 	(48,629	)	
Net cash used in investing activities	(86,565	)	 	(701,848	)	 	(98,933	)	
Cash Flows From Financing Activities:	 	 	 	 	 	
Net proceeds from stock options and employee stock purchase plan	4,932	
 	 	5,484	
 	 	2,182	
 	
Net proceeds from issuance of Common Stock	—	
 	 	344,049	
 	 	—	
 	
Distributions:	 	 	 	 	 	
Common Stockholders	(89,489	)	 	(49,483	)	 	(36,840	)	
Common OP Unitholders	(6,696	)	 	(6,313	)	 	(5,620	)	
Perpetual Preferred OP Unitholders	—	
 	 	(2,801	)	 	(16,140	)	
Preferred Stockholders	(14,613	)	 	(13,823	)	 	—	
 	
Stock repurchase and Unit redemption	(1,287	)	 	(1,682	)	 	(2,054	)	
Acquisition of non-controlling interests	—	
 	 	—	
 	 	(1,581	)	
Lines of credit:	 	 	 	 	 	
Proceeds	—	
 	 	50,000	
 	 	—	
 	
Repayments	—	
 	 	(50,000	)	 	—	
 	
Principal payments and mortgage debt payoff	(167,552	)	 	(75,658	)	 	(211,656	)	
New mortgage notes payable financing proceeds	159,500	
 	 	200,000	
 	 	76,615	
 	
Term loan financing proceeds	—	
 	 	200,000	
 	 	—	
 	
Non-controlling interest proceeds	170	
 	 	—	
 	 	—	
 	
Redemption of preferred stock	(63,856	)	 	—	
 	 	—	
 	
Equity issuance costs	(1,261	)	 	—	
 	 	—	
 	
Debt issuance costs	(3,062	)	 	(15,765	)	 	(1,751	)	
Net cash (used in) provided by financing activities	(183,214	)	 	584,008	
 	 	(196,845	)	
Net (decrease) increase in cash and cash equivalents	(33,320	)	 	57,801	
 	 	(132,469	)	
Cash, beginning of period	70,460	
 	 	12,659	
 	 	145,128	
 	
Cash, end of period	$	37,140	
 	 	$	70,460	
 	 	$	12,659	
 	
The accompanying notes are an integral part of the financial statements.

F-9

 Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2012, 2011, and 2010 
(amounts in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	
 	2012	 	2011	 	2010	
Supplemental Information:	 	 	 	 	 	
Cash paid during the period for interest	$	118,931	
 	 	$	99,816	
 	 	$	87,888	
 	
Non-cash activities (increase/(decrease)):	 	 	 	 	 	
Manufactured homes acquired with dealer financing	$	—	
 	 	$	830	
 	 	$	3,674	
 	
Dealer financing	$	—	
 	 	$	830	
 	 	$	3,674	
 	
Capital improvements – used homes acquired by repossessions	$	5,313	
 	 	$	2,685	
 	 	$	566	
 	
Net repayments of notes receivable – used homes acquired by repossessions	$	(5,313	)	 	$	(2,685	)	 	$	(566	)	
Building and other depreciable property – reclassification of rental homes	$	4,127	
 	 	$	2,371	
 	 	$	3,915	
 	
Escrow deposits and other assets – reclassification of rental homes	$	(4,127	)	 	$	(2,371	)	 	$	(3,915	)	
Series A Cumulative Redeemable Perpetual Preferred Stock	$	—	
 	 	$	200,000	
 	 	$	—	
 	
Perpetual Preferred OP Units conversion	$	—	
 	 	$	(200,000	)	 	$	—	
 	
Series A Cumulative Redeemable Perpetual Preferred Stock Exchange	$	(136,144	)	 	$	—	
 	 	$	—	
 	
Series C Cumulative Redeemable Perpetual Preferred Stock Exchange	$	136,144	
 	 	$	—	
 	 	$	—	

Acquisitions:	 	 	 	 	 	
Investment in real estate	$	18,738	
 	 	$	1,431,339	
 	 	$	2,796	
 	
Common Stock issued	$	—	
 	 	$	110,495	
 	 	$	—	
 	
Series B Subordinated Non-Voting Cumulative Redeemable Preferred Stock Issued	$	—	
 	 	$	113,788	
 	 	$	—	
 	
Accrued interest payable	$	—	
 	 	$	114	
 	 	$	—	
 	
Rents and other customer receivables	$	29	
 	 	$	—	
 	 	$	—	
 	
Notes receivable	$	—	
 	 	$	—	
 	 	$	(2,556	)	
Rents and other customer payments received in advance and security deposits	$	440	
 	 	$	4,800	
 	 	$	(76	)	
Accrued payroll and other operating expenses	$	376	
 	 	$	2,643	
 	 	$	(164	)	
Escrow deposits and other assets	$	6,774	
 	 	$	—	
 	 	$	—	
 	
Debt assumed and financed on acquisition	$	—	
 	 	$	548,410	
 	 	$	—	
 	
Dispositions:	 	 	 	 	 	
Other, net	$	—	
 	 	$	252	
 	 	$	(97	)	
Investment in real estate	$	(2,968	)	 	$	—	
 	 	$	(3,531	)	
Mortgage notes payable assumed by purchaser	$	—	
 	 	$	—	
 	 	$	(3,628	)	

The accompanying notes are an integral part of the financial statements.

F-10

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1—Organization of the Company and Basis of Presentation
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and other consolidated subsidiaries (the “Subsidiaries”), is referred to herein as the “Company” and “ELS.” The Company is a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). The Company leases individual developed areas (“sites”) with access to utilities for placement of factory built homes, cottages, cabins or recreational vehicles (“RVs”). Properties are designed and improved for several home options of various sizes and designs that are produced off-site, installed and set on designated sites (“Site Set”) within the Properties. At certain Properties, the Company provides access to its sites through right-to-use or membership contracts. The Company believes that it has qualified for taxation as a real estate investment trust (“REIT”) for U.S. federal income tax purposes since its taxable year ended December 31, 1993. The Company plans to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. The Company cannot, therefore, guarantee that it has qualified or will qualify in the future as a REIT. The determination that the Company is a REIT requires an analysis of various factual matters that may not be totally within its control and it cannot provide any assurance that the IRS will agree with its analysis. For example, to qualify as a REIT, at least 95% of the Company’s gross income must come from sources that are itemized in the REIT tax laws. The Company is also required to distribute to stockholders at least 90% of its REIT taxable income computed without regard to its deduction for dividends paid and its net capital gain. As of December 31, 2012, the Company has net operating loss carryforwards of approximately $88 million that can be utilized to offset future distribution requirements. The fact that the Company holds its assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize the Company’s REIT qualification. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for the Company to remain qualified as a REIT. The Company does not believe, however, that any pending or proposed tax law changes would jeopardize its REIT qualification.
If the Company fails to qualify as a REIT, it would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted the Company relief under certain statutory provisions, it would remain disqualified as a REIT for four years following the year it first failed to qualify. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain foreign, state and local taxes on its income and property and U.S. federal income and excise taxes on its undistributed income.
The operations of the Company are conducted primarily through the Operating Partnership. The Company contributed the proceeds from its initial public offering and subsequent offerings to the Operating Partnership for a general partnership interest. In 2004, the general partnership interest was contributed to MHC Trust, a private REIT subsidiary owned by the Company. The financial results of the Operating Partnership and the Subsidiaries are consolidated in the Company’s consolidated financial statements. In addition, since certain activities, if performed by the Company, may cause the Company to earn income which is not qualifying for the REIT gross income tests, the Company has formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities.
Several Properties are wholly owned by Realty Systems, Inc. (“RSI”), a wholly owned taxable REIT subsidiary of the Company. In addition, RSI is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties owned and managed by the Company. RSI also provides brokerage services to residents at such Properties for those residents who move from a Property but do not relocate their homes. RSI may provide brokerage services, in competition with other local brokers, by seeking buyers for the Site Set homes. Subsidiaries of RSI also operate ancillary activities at certain Properties consisting of operations such as golf courses, pro shops, stores and restaurants.
 The limited partners of the Operating Partnership (the “Common OP Unitholders”) receive an allocation of net income that is based on their respective ownership percentage of the Operating Partnership that is shown on the Consolidated Financial Statements as Non-controlling interests—Common OP Units. As of December 31, 2012, the Non-Controlling Interests—Common OP Units represented 3,728,160 units of limited partnership interest (“OP Units”) which are convertible into an equivalent number of shares of the Company’s common stock. The issuance of additional shares of common stock or Common OP Units changes the respective ownership of the Operating Partnership for the Non-controlling interests—Common OP Units.

F-11

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies
 	 	
(a)	Basis of Consolidation	
The Company consolidates its majority-owned subsidiaries in which it has the ability to control the operations of the subsidiaries and all variable interest entities with respect to which the Company is the primary beneficiary. The Company also consolidates entities in which it has a controlling direct or indirect voting interest. All inter-company transactions have been eliminated in consolidation. For business combinations, the purchase price of Properties is accounted for in accordance with the Codification Topic “Business Combinations” (“FASB ASC 805”).
The Company has applied the Codification Sub-Topic “Variable Interest Entities” (“FASB ASC 810-10-15”). The objective of FASB ASC 810-10-15 is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. The Company has also applied the Codification Sub-Topic “Control of Partnerships and Similar Entities” (“FASB ASC 810-20”), which determines whether a general partner or the general partners as a group controls a limited partnership or similar entity and therefore should consolidate the entity. The Codification Sub-Topic ASC 810-10-15 adopted amendments to the variable interest consolidation model described above. The requirement to consolidate a VIE as revised in this amendment is based on the qualitative analysis considerations for primary beneficiary determination which requires a company consolidate an entity determined to be a VIE if it has both of the following characteristics: (1) the power to direct the principal activities of the entity and (2) the obligation to absorb the expected losses or the right to receive the residual returns that could be significant to the entity. The Company applies FASB ASC 810-10-15 and FASB ASC 810-20 to all types of entity ownership (general and limited partnerships and corporate interests).
The Company applies the equity method of accounting to entities in which the Company does not have a controlling direct or indirect voting interest or for variable interest entities where it is not considered the primary beneficiary, but can exercise influence over the entity with respect to its operations and major decisions. The cost method is applied when (i) the investment is minimal (typically less than 5%) and (ii) the Company’s investment is passive.
 	 	
(b)	Use of Estimates	
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property, site counts and acreage amounts are unaudited.
 	 	
(c)	Markets	
The Company has two reportable segments which are: (i) Property Operations and (ii) Home Sales and Rental Operations segments. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rental Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects the Company’s belief that geographic diversification helps insulate the portfolio from regional economic influences. The Company intends to target new acquisitions in or near markets where the Properties are located and will also consider acquisitions of Properties outside such markets.
 	 	
(d)	Real Estate	
Real estate is recorded at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. The Company generally uses a 30-year estimated life for buildings and structural and land improvements acquired (including site development), a ten-year estimated life for building upgrades, a five-year estimated life for furniture, fixtures and equipment and over the average life of acquired in-place leases. New rental units are generally depreciated using a 20-year estimated life from each model year down to a salvage value of 40% of the original costs. Used rental units are generally depreciated based on the estimated life of the unit with no estimated salvage value.
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve the asset and extend the useful life of the asset are capitalized over their estimated useful life.
Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items such as streets, sidewalks or water mains. Buildings and other depreciable property consist of permanent buildings in the Properties such as clubhouses, laundry facilities, maintenance storage facilities, rental units and furniture, fixtures, equipment, and in-place leases.

F-12

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
The values of above-and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the applicable lease. The value associated with in-place leases is amortized over the expected term, which includes an estimated probability of lease renewal.
In accordance with the Codification Sub-Topic “Impairment or Disposal of Long Lived Assets” (“FASB ASC 360-10-35”), the Company periodically evaluates its long-lived assets to be held and used, including its investments in real estate, for impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal factors. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.
 For long-lived assets to be held and used, if an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the carrying amount in excess of the estimated fair value, if any, of the asset. For the periods presented, no impairment losses were recorded.
For Properties to be disposed of, an impairment loss is recognized when the fair value of the Property, less the estimated cost to sell, is less than the carrying amount of the Property measured at the time the Company has made the decision to dispose of the Property, has an agreement to sell the Property within a year period and due diligence has been completed. A Property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less costs to sell. Subsequent to the date that a Property is held for disposition, depreciation expense is not recorded. The Company accounts for its Properties held for disposition in accordance with FASB ASC 360-10-35. Accordingly, the results of operations for all assets sold or held for sale are classified as discontinued operations in all periods presented, as applicable.
 	 	
(e)	Acquisitions	
In accordance with FASB ASC 805, the Company recognizes all the assets acquired and all the liabilities assumed in a transaction at the acquisition-date fair value. The Company also expenses transaction costs as they are incurred. The results of operations of acquired assets are included in the consolidated statements of income and comprehensive income from the dates of acquisition. Certain purchase price adjustments may be made within one year following any acquisition and applied retroactively to the date of acquisition.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals or valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. The Company also considers information obtained about each Property as a result of its due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.
The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed:
Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales based on both the quantitative and qualitative data.
Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors.
Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size. Manufactured homes are included on the Company’s Consolidated Balance Sheets in buildings and other depreciable property.
In-place leases – Lease in place was determined via a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease.
Notes receivable – Income approach based on discounted cash flows discounting contractual cash flows at a market rate adjusted based on particular notes’ or note holders’ down payment, credit score and delinquency status.
Below-market ground leases – Value of asset (below-market lease) based on contract rent and option price against market rent and land value. Market rent determined applying a reasonable rate of return to the value of the land as if owned. Land value is estimated and then inflated until it is anticipated that the option will be exercised. Below-market ground leases are included on the Company’s Consolidated Balance Sheets in escrow deposits and other assets.

F-13

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of identical debt discounted based on market rates.
 	 	
(f)	Identified Intangibles and Goodwill	
The Company records acquired intangible assets at their estimated fair value separate and apart from goodwill. The Company amortizes identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. In accordance with FASB ASC 360-10-35, intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.
The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. In accordance with Codification Topic “Goodwill and Other Intangible Assets” (“FASB ASC 350”), goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As of December 31, 2012 and 2011, the carrying amounts of identified intangible assets and goodwill, a component of “Escrow deposits, goodwill and other assets, net” on the Company’s consolidated balance sheets, were approximately $12.1 million. As of December 31, 2012 and 2011, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangibles assets was approximately $1.5 million and $1.2 million as of December 31, 2012 and 2011, respectively. Amortization expense for the identified intangible assets was approximately $0.3 million and $1.9 million for the years ended December 31, 2012 and 2011, respectively. For the year ended December 31, 2010, the Company recognized a non-cash charge for $3.6 million of goodwill related to the August 2009 acquisition of a small Florida internet and media based advertising business to reduce the carrying value of the business to its approximate fair value. In December 2011, the Company sold the Florida internet and media based advertising business and disposed of $3.5 million of intangibles and approximately $2.0 million of related accumulated amortization of identified intangible assets.
 Estimated amortization of identified intangible assets for each of the next five years are as follows (amounts in thousands):  

Year ending December 31,	Amount	
2013	$	349	
 	
2014	$	349	
 	
2015	$	349	
 	
2016	$	251	
 	
2017	$	87	

(g)	Restricted Cash	
Cash as of December 31, 2012 and 2011 includes approximately $4.9 million and $4.2 million, respectively, of restricted cash for the payment of capital improvement, insurance or real estate taxes.
 	 	
(h)	Notes and Contracts Receivable	
Notes receivable generally are stated at their outstanding unpaid principal balances net of any deferred fees or costs on originated loans, unamortized discounts or premiums, and an allowance. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. In certain cases the Company finances the sales of homes to its customers (referred to as “Chattel Loans”) which loans are secured by the homes.
During the year ended December 31, 2011, the Company purchased Chattel Loans that were recorded at fair value at the time of acquisition under the Codification Topic “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“FASB ASC 310-30”). (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a detailed description of our 2011 Acquisition.) The fair value of these Chattel Loans included an estimate of losses that are expected to be incurred over the estimated remaining lives of the receivables, and therefore no allowance for losses was recorded for these Chattel Loans. The

F-14

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
fair value is estimated based on a number of factors including customer delinquency status, credit scores, the original down payment amount and below-market stated interest rates. Through December 31, 2012, the short-term historical performance of these loans has indicated a default rate of 23% and a recovery rate of 26%, which are slightly higher than originally estimated and resulted in a higher yield for the portfolio. Management regularly reviews these assumptions and may adjust its estimates as needed as more information becomes available. A probable decrease in management’s expectation of future cash collections related to these Chattel Loans could result in the need to record an allowance for credit losses in the future. Due to the size of the Chattel Loan pool and maturity dates ranging up to 29 years, future credit losses or changes to interest income could be significant.
 The Company also provides financing for nonrefundable up-front payments on sales of new or upgrades of right-to-use contracts (“Contracts Receivable”). Certain of the Company’s Contracts Receivable were recorded at fair value at the time of acquisition under the FASB ASC 310-30. The fair value of these Contracts Receivable included an estimate of losses that were expected to be incurred over the estimated life of the Contracts Receivable, and therefore no allowance for losses was recorded for these Contracts Receivable as of the transaction date. Through December 31, 2012, the credit performance of these Contracts Receivable has been better than the assumptions used in determining its initial fair value, and the Company regularly updates its expectations regarding the amounts and timing of future cash flows.
Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.
 	 	
(i)	Allowance for Doubtful Accounts	
The Company’s allowance for doubtful accounts is comprised of its reserves for Chattel Loans, Contracts Receivables and amounts receivable from tenants. The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated based on delinquency trends, average annual default rates, loss rates, and the current estimated market value of the underlying manufactured home collateral. An allowance is established for a portion of the Contracts Receivable when an up-front payment is financed. The Contracts Receivable allowance is based upon historical collection rates and current economic trends. The allowance and the rate at which the Company provides for losses on its Contracts Receivable could be increased or decreased in the future based on its actual collection experience. The Company evaluates all amounts receivable from residents and an allowance is established for amounts greater than 30 days past due. The Company’s allowance for uncollectible rents receivable was approximately $4.7 million and $4.9 million as of December 31, 2012 and 2011, respectively.
During the years ended December 31, 2012, 2011 and 2010, the Company’s allowance for doubtful accounts is as follows (amounts in thousands):

 	 	2012	 	2011	 	2010	
Balance, beginning of period	 	$	7,700	
 	 	$	6,580	
 	 	$	5,795	
 	
Provision for losses	 	4,860	
 	 	4,156	
 	 	3,063	
 	
Write-offs	 	(5,573	)	 	(3,036	)	 	(2,278	)	
Balance, end of period	 	$	6,987	
 	 	$	7,700	
 	 	$	6,580	

(j)	Investments in Joint Ventures	
Investments in joint ventures in which the Company does not have a controlling direct or indirect voting interest, but can exercise significant influence over the entity with respect to its operations and major decisions, are accounted for using the equity method of accounting whereby the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition and reduced by distributions received. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. (See Note 6 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)

F-15

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
 	 	
(k)	Insurance Claims	
The Properties are covered against losses caused by various events including fire, flood, property damage, earthquake, windstorm and business interruption by insurance policies containing various deductible requirements and coverage limits. Recoverable costs are classified in other assets as incurred. Insurance proceeds are applied against the asset when received. Recoverable costs relating to capital items are treated in accordance with the Company’s capitalization policy. The book value of the original capital item is written off once the value of the impaired asset has been determined. Insurance proceeds relating to the capital costs are recorded as income in the period they are received.
Approximately 70 Florida Properties suffered damage from five hurricanes that struck the state during 2004 and 2005. The Company estimates its total claim to be approximately $21.0 million and has made claims for full recovery of these amounts, subject to deductibles. On June 22, 2007, the Company filed a lawsuit related to some of the unpaid claims against certain insurance carriers and its insurance broker. (See Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of this lawsuit.)    The Company has received proceeds from insurance carriers of approximately $15.2 million through December 31, 2012. The proceeds were accounted for in accordance with the Codification Topic “Contingencies” (“FASB ASC 450”). During the years ended December 31, 2012, 2011 and 2010, approximately $0.4 million, $2.6 million and $0.3 million, respectively, has been recognized as a gain on insurance recovery, which is net of approximately $0.1 million, $0.9 million and $0.2 million, respectively, of contingent legal fees and included in income from other investments, net.
 	 	
(l)	Derivative Instruments and Hedging Activities	
Codification Topic “Derivatives and Hedging” (“FASB ASC 815”) provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by FASB ASC 815, the Company records all derivatives on the balance sheet at fair value. The Company’s objective in utilizing interest rate derivatives is to add stability to its interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded on the Consolidated Balance Sheets in accumulated other comprehensive loss and is subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivative will be recognized directly in earnings. (See Note 9 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)
The Company has made the election to use the exception in Codification Topic “Fair Value Measurements and Disclosures” (“FASB ASC 820”) with respect to measuring counterparty credit risk for derivative instruments, consistent with the guidance in FASB ASC 820. The Company recognizes that key market participants take into account the existence of each arrangement that mitigate credit risk exposure in the event of default (i.e., master netting arrangements with counterparty). As such, the Company formally elects to apply the portfolio exception in FASB ASC 820 with respect to measuring counterparty credit risk for all of its derivative transactions subject to master netting arrangements. The adoption of this update did not have an impact on the Company’s consolidated financial statements.
 	 	
(m)	Fair Value of Financial Instruments	
The Company’s financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swaps and mortgage notes payable.

F-16

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
Codification Topic “Fair Value Measurements and Disclosures” (“FASB ASC 820”) establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company’s mortgage notes payable, a fair value of approximately $2.2 billion as of December 31, 2012 and 2011, respectively, were measured using quoted price and observable inputs from similar liabilities (Level 2). At December 31, 2012, the Company’s cash flow hedge of interest rate risk included in accrued payroll and other operating expenses, was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). The Company considers its own credit risk as well as the credit risk of its counterparties when evaluating the fair value of its derivative. Any adjustments resulting from credit risk are recorded as a change in fair value of derivative and amortization in the current period Consolidated Statements of Income and Comprehensive Income. The fair values of the Company’s remaining financial instruments approximate their carrying or contract values.
 	 	
(n)	Deferred Financing Costs, net	
Deferred financing costs, net include fees and costs incurred to obtain long-term financing. The costs are being amortized over the terms of the respective loans on a basis that approximates level yield. Unamortized deferred financing fees are written-off when debt is retired before the maturity date. Upon amendment of the line of credit or refinancing of mortgage debt, unamortized deferred financing fees are accounted for in accordance with, Codification Sub-Topic “Modifications and Extinguishments” (“FASB ASC 470-50-40”). Accumulated amortization for such costs was $20.5 million and $15.1 million at December 31, 2012 and 2011, respectively.
 	 	
(o)	Revenue Recognition	
The Company accounts for leases with its customers as operating leases. Rental income is recognized over the term of the respective lease or the length of a customer’s stay, the majority of which are for a term of not greater than one year. For the years ended December 31, 2012, 2011, and 2010, approximately 39.4%, 38.5%, and 37.6%, respectively, of the Company’s revenue was generated by Properties located in Florida, approximately 9.4%, 10.8%, and 11.5%, respectively, by Properties located in Arizona and approximately 15.2%, 17.8%, and 19.4%, respectively, by Properties located in California.
The Company accounts for the entry of right-to-use contracts in accordance with the Codification Topic “Revenue Recognition” (“FASB ASC 605”). A right-to-use contract gives the customer the right to a set schedule of usage at a specified group of Properties. Customers may choose to upgrade their contracts to increase their usage and the number of Properties they may access. A contract requires the customer to make annual payments during the term of the contract and may require an upfront nonrefundable payment. The stated term of a right-to-use contract is at least one year and the customer may renew his contract by continuing to make the annual payments. The Company will recognize the upfront non-refundable payments over the estimated customer life which, based on historical attrition rates, the Company has estimated to be from one to 31 years. The decision to recognize this revenue in accordance with FASB ASC 605 was made after corresponding during September and October 2008 with the Office of the Chief Accountant at the SEC.
Right-to-use annual payments by customers under the terms of the right-to-use contracts are deferred and recognized ratably over the one year period in which access to sites at certain Properties are provided.
Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred.

F-17

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
 	 	
(p)	Non-Controlling Interests	
A non-controlling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are non-controlling interests. Under Codification Topic “Consolidation” (“FASB ASC 810”), such non-controlling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. However, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable non-controlling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to non-controlling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the guidance in the Codification Topic “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“FASB ASC 815-40”) to evaluate whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.
Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of Common OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the Company. Issuance of additional shares of common stock or Common OP Units changes the percentage ownership of both the Non-controlling interests – Common OP Units and the Company.
Due in part to the exchange rights (which provide for the conversion of Common OP Units into shares of common stock on a one-for-one basis), such transactions and the proceeds therefrom are treated as capital transactions and result in an allocation between stockholders’ equity and Non-controlling Interests to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership.
 In accordance with FASB ASC 810, the Company presents the non-controlling interest for Common OP Units in the Equity section of the consolidated balance sheets. The caption Common OP Units on the consolidated balance sheets also includes $0.7 million of private REIT Subsidiaries preferred stock.
 	 	
(q)	Preferred Stock	
The Company accounts for the Preferred Stock in accordance with the Codification Topic “Distinguishing Liabilities from Equity—SEC Materials” (“FASB ASC 480-10-S99”). Holders of the 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”) have certain preference rights with respect to the common stock and the Series C Preferred Stock is classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet due to the ability to issues shares upon conversion.
 	 	
(r)	Income and Other Taxes	
Due to the structure of the Company as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT, but the Company is still subject to certain foreign, state and local income, excise or franchise taxes. In addition, the Company has several taxable REIT subsidiaries (“TRSs”) which are subject to federal and state income taxes at regular corporate tax rates. Overall, the TRSs have federal net operating loss carryforwards. No net tax benefits have been recorded by the TRSs since it is not considered more likely than not that the deferred tax asset related to the TRSs net operating loss carryforwards will be utilized.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2009.
As of December 31, 2012, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $2.8 billion (unaudited) and $58.7 million (unaudited), respectively.

F-18

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
During the years ended December 31, 2012, 2011 and 2010, the Company’s tax treatment of distributions were as follows (unaudited):  

 	2012	 	2011	 	2010	
Tax status of Common Shares distributions deemed paid during the year:	 	 	 	 	 	
Ordinary income	$	1.619	
 	 	$	1.125	
 	 	$	1.15	
 	
Long-term capital gain	0.137	
 	 	—	
 	 	0.05	
 	
Nondividend distributions	0.369	
 	 	—	
 	 	—	
 	
Distributions declared per Common Share outstanding	$	2.125	
 	 	$	1.125	
 	 	$	1.20	
 	
The quarterly distribution paid on December 28, 2012 of $0.4375 per common share will be considered a distribution made in 2012 for U.S. federal income tax purposes.
 	 	
(s)	Stock-Based Compensation	
The Company accounts for stock-based compensation in accordance with the Codification Topic “Stock Compensation” (“FASB ASC 718”). The Company uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees, consultants and directors. (See Note 14 in the Notes to Consolidated Financial Statements contained in this Form 10-K.) No stock options were issued in 2012, 2011 and 2010.
 	 	
(t)	Recent Accounting Pronouncements	
In June 2011, the FASB issued ASU No. 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 amends current guidance found in FASB ASC 220, “Comprehensive Income.” ASU No. 2011-05 requires entities to present comprehensive income in either: (i) one continuous financial statement or (ii) two separate but consecutive statements that display net income and the components of other comprehensive income. Totals and individual components of both net income and other comprehensive income must be included in either presentation. ASU No. 2011-05 is effective for the Company beginning with the first quarter of 2012. The Company has updated the presentation of its consolidated financial statements consistent with the provisions of this guidance.
In September 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other” (“ASU 2011-08”). ASU 2011-08 amends current guidance to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 applies to all companies that have goodwill reported in their financial statements. The provisions of ASU 2011-08 are effective for reporting periods beginning after December 15, 2011. The adoption of this update did not have an impact on the Company’s consolidated financial statements.
In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other” (“ASU 2012-02”). ASU 2012-02 amends current guidance to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the annual quantitative indefinite-lived intangible asset impairment test. Under this amendment, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 applies to all companies that have indefinite-lived intangible assets reported in their financial statements. The provisions of ASU 2012-02 are effective for annual reporting periods beginning after September 15, 2012. The adoption of this pronouncement, did not have an impact on the Company’s consolidated financial statements.
 	 	
(u)	Reclassifications	
Certain 2011 and 2010 amounts have been reclassified to conform to the 2012 presentation. This reclassification had no material effect on the consolidated balance sheets or statements of income and comprehensive income of the Company.

F-19

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3—Earnings Per Common Share
Earnings per common share are based on the weighted average number of common shares outstanding during each year. Codification Topic “Earnings Per Share” (“FASB ASC 260”) defines the calculation of basic and fully diluted earnings per share. Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year and basic earnings per share exclude any dilutive effects of options, unvested restricted shares and convertible securities. The conversion of OP Units has been excluded from the basic earnings per share calculation. The conversion of an OP Unit for a share of common stock has no material effect on earnings per common share on a fully diluted basis.
 The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2012, 2011 and 2010 (amounts in thousands):

 	 	 	 	 	 	 	 	 	 	 	 	
 	Years Ended December 31,	
 	2012	 	2011	 	2010	
Numerators:	 	 	 	 	 	
Net Income Available for Common Shares—Fully Diluted:	 	 	 	 	 	
Net income available for Common Shares—basic	$	54,778	
 	 	$	22,775	
 	 	$	38,354	
 	
Amounts allocated to dilutive securities	5,067	
 	 	3,571	
 	 	5,903	
 	
Net income available for Common Shares—fully diluted	$	59,845	
 	 	$	26,346	
 	 	$	44,257	
 	
Denominator:	 	 	 	 	 	
Weighted average Common Shares outstanding—basic	41,174	
 	 	35,591	
 	 	30,517	
 	
Effect of dilutive securities:	 	 	 	 	 	
Redemption of Common OP Units for Common Shares	3,938	
 	 	4,260	
 	 	4,730	
 	
Redemption of Series B Preferred Stock	—	
 	 	153	
 	 	—	
 	
Employee stock options and restricted shares	319	
 	 	326	
 	 	271	
 	
Weighted average Common Shares outstanding—fully diluted	45,431	
 	 	40,330	
 	 	35,518	
 	
Earnings per Common Share—Basic:	 	 	 	 	 	
Net income available for Common Shares	$	1.33	
 	 	$	0.64	
 	 	$	1.26	
 	
Earnings per Common Share—Fully Diluted:	 	 	 	 	 	
Net income available for Common Shares	$	1.32	
 	 	$	0.64	
 	 	$	1.25	

Note 4—Common Stock and Other Equity Related Transactions
The Company adopted the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”) in July 1997. Pursuant to the ESPP, as amended on May 3, 2006, certain employees and directors of the Company may each annually acquire up to $250,000 of common stock of the Company. The aggregate number of shares of common stock available under the ESPP shall not exceed 1,000,000, subject to adjustment by the Company’s Board of Directors. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2012, 2011 and 2010 were 15,077, 14,588 and 18,955, respectively.
The following table presents the changes in the Company’s outstanding common stock for the years ended December 31, 2012, 2011 and 2010 (excluding OP Units of 3,728,160, 4,103,067, and 4,914,040 outstanding at December 31, 2012, 2011 and 2010, respectively):  

 	2012	 	2011	 	2010	
Shares outstanding at January 1,	41,078,200	
 	 	30,972,353	
 	 	30,350,792	
 	
Common stock issued through conversion of OP Units	374,907	
 	 	328,353	
 	 	482,620	
 	
Common stock issued through exercise of options	80,000	
 	 	172,384	
 	 	33,767	
 	
Common stock issued through stock grants	88,999	
 	 	108,332	
 	 	121,665	
 	
Common stock issued through ESPP and Dividend Reinvestment Plan	15,554	
 	 	15,152	
 	 	20,841	
 	
Common stock repurchased and retired	(41,005	)	 	(4,150	)	 	(37,332	)	
Common stock issued through stock offering	—	
 	 	6,037,500	
 	 	—	
 	
Common stock issued for Acquisition	—	
 	 	1,708,276	
 	 	—	
 	
Redemption of Series B Preferred Stock for Common Stock	—	
 	 	1,740,000	
 	 	—	
 	
Shares outstanding at December 31,	41,596,655	
 	 	41,078,200	
 	 	30,972,353	

F-20

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 4—Common Stock and Other Equity Related Transactions (continued)
During the year ended December 31, 2012, the Company repurchased shares of common stock representing common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of restricted stock grants at a weighted average price of $66.61 per share.
As of December 31, 2012 and 2011, the Company’s percentage ownership of the Operating Partnership was approximately 91.8% and 90.9%, respectively. The remaining approximately 8.2% and 9.1%, respectively, was owned by the Common OP Unitholders.
 
The following regular quarterly distributions have been declared and paid to common stockholders and common OP Unit non-controlling interests since January 1, 2010:

 	 	 	 	 	 	 	
Distribution
Amount Per
Share	  	For the Quarter Ending	  	Stockholder Record
Date	  	Payment Date	
$0.3000	  	March 31, 2010	  	March 26, 2010	  	April 9, 2010	
$0.3000	  	June 30, 2010	  	June 25, 2010	  	July 9, 2010	
$0.3000	  	September 30, 2010	  	September 24, 2010	  	October 8, 2010	
$0.3000	  	December 31, 2010	  	December 31, 2010	  	January 14, 2011	
$0.3750	  	March 31, 2011	  	March 25, 2011	  	April 8, 2011	
$0.3750	  	June 30, 2011	  	June 24, 2011	  	July 8, 2011	
$0.3750	  	September 30, 2011	  	September 30, 2011	  	October 14, 2011	
$0.3750	  	December 31, 2011	  	December 30, 2011	  	January 13, 2012	
$0.4375	  	March 31, 2012	  	March 30, 2012	  	April 13, 2012	
$0.4375	  	June 30, 2012	  	June 29, 2012	  	July 13, 2012	
$0.4375	  	September 30, 2012	  	September 28, 2012	  	October 12, 2012	
$0.4375	  	December 31, 2012	  	December 14, 2012	  	December 28, 2012	
On September 6, 2012, the Company entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The Company has not sold any common stock to date under the equity distribution agreements.
On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by the Company’s common stockholders. As a result, the Series A Preferred Stock has been classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet.
On August 9, 2012, the Company announced an offer to acquire all of the 8,000,000 outstanding Series A Preferred Stock. For each share of Series A Preferred Stock, the Company intended to exchange for one newly issued depositary share plus cash equal to the amount of all unpaid distributions accrued on such tendered Series A Preferred Stock. On September 14, 2012, the Company issued 54,458 shares of the Company’s Series C Preferred Stock with a liquidation value of $2,500.00 per share, which are represented by depositary shares as described below. Also on September 14, 2012, the Company exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100 th  of a share of the Company’s Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock.
On October 18, 2012, the Company redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million.
During the year ended December 31, 2011, the Company issued 1,708,276 shares of common stock and 1,740,000 shares of Series B Non-Voting Cumulative Preferred Stock (the “Series B Preferred Stock”), par value $0.01 per share. All of the shares were issued to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K.
On October 24, 2011, the Company, on behalf of a selling stockholder, closed on a public offering of 3,162,069 shares of common stock. The 3,162,069 shares of common stock sold included 1,453,793 shares of common stock issued by the Company upon redemption of 1,453,793 shares of Series B Preferred Stock. The Company did not receive any proceeds from the offering. On December 23, 2011, the remaining 286,207 Series B Preferred Stock were redeemed for 286,207 shares of common stock. As of the December 31, 2011, the Company did not have any Series B Preferred Stock outstanding.

F-21

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 4—Common Stock and Other Equity Related Transactions (continued)
On June 7, 2011, the Company issued 6,037,500 shares of common stock in an equity offering for approximately $344.0 million in proceeds, net of offering costs. The proceeds were used to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K.
On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8,000,000 shares of Series A Preferred Stock, par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. 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. Holders of the Series A Preferred Stock have preference rights with respect to liquidation and distributions over the common stock. The Company has the option at any time to redeem the Series A Preferred Stock at a redemption price of $25.00 per share, plus accumulated and unpaid dividends. The Company did not receive any proceeds from the offering.
Note 5—Investment in Real Estate
Acquisitions
The Company acquired all of these Properties from unaffiliated third parties. During the years ended December 31, 2012, 2011 and 2010 the Company acquired the following Properties (dollars in millions):
1) During the year ended December 31, 2012, the Company acquired two resort Properties with 1,765 sites for a purchase price of $25.0 million. (See Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the Company’s acquisitions.)
2) During the year ended December 31, 2011, the Company acquired 75 Properties with 30,129 sites for a purchase price of approximately $1.5 billion.
3) On April 21, 2010, the Company acquired four resort Properties containing 573 sites for a purchase price of approximately $2.5 million. The resort properties were acquired pursuant to the exercise of an option.
Dispositions
During the three years ended December 31, 2012, the Company disposed of the following Properties.
1) On December 7, 2012, the Company sold Cascade, a 163-site resort Property located in Snoqualmie, Washington. (See Note 18 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the disposition.) In accordance with FASB ASC 470-60, the Company recorded a gain on disposition of approximately $4.6 million, net of tax. Cash proceeds from the disposition, net of closing costs, were approximately $7.6 million.
2) On January 10, 2010, the Company defaulted on the $3.6 million mortgage of Creekside, a 165-site all-age manufactured home community located in Wyoming, Michigan. In accordance with FASB ASC 470-60, the Company recorded a loss on disposition of approximately $0.2 million.  
As of December 31, 2012, the Company has no properties designated as held for disposition pursuant to FASB ASC 360-10-35.

F-22

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 6—Investment in Joint Ventures
The Company received approximately $1.8 million for each of the years ended December 31, 2012 and 2011 and approximately $2.8 million for the year ended December 31, 2010 from joint ventures, which were classified as a return on capital and were included in operating activities on the Consolidated Statements of Cash Flows. Approximately $0.1 million of the distributions received in the year ended December 31, 2011 exceeded the Company’s basis in its joint venture and as such were recorded in income from unconsolidated joint ventures.
 The following table summarizes the Company’s investment in unconsolidated joint ventures (with the number of Properties shown parenthetically for the years ended December 31, 2012 and 2011, respectively):  

 	 	 	 	 	 	 	 	 	Investment as of	 	JV Income for
Years Ended  (c)	
Investment	Location	 	Number
of Sites	 	Economic Interest (a)	 	 	 	December 31,
2012	 	December 31,
2011	 	December 31,
2012	 	December 31,
2011	 	December 31,
2010	
Meadows	Various (2,2)	 	1,027	
 	 	50	%	 	 	 	$	916	
 	 	$	580	
 	 	$	1,012	
 	 	$	981	
 	 	$	1,081	
 	
Lakeshore	Florida (2,2)	 	342	
 	 	65	%	 	 	 	121	
 	 	124	
 	 	250	
 	 	240	
 	 	238	
 	
Voyager	Arizona (1,1)	 	1,706	
 	 	50	%	 	(b) 	 	7,195	
 	 	7,647	
 	 	652	
 	 	727	
 	 	642	
 	
Other	Various (0,0)	 	—	
 	 	20	%	 	 	 	188	
 	 	206	
 	 	(15	)	 	—	
 	 	66	
 	
 	 	 	3,075	
 	 	 	 	 	 	$	8,420	
 	 	$	8,557	
 	 	$	1,899	
 	 	$	1,948	
 	 	$	2,027	
 	
_________________________ 
 	 	
(a)	The percentages shown approximate the Company’s economic interest as of December 31, 2012. The Company’s 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 $1.2 million of depreciation expense for each of the years ended December 31, 2012, 2011 and 2010.	
Note 7—Notes Receivable
Included in notes receivable, the Company had approximately $32.7 million and $43.4 million, respectively, in Chattel Loans receivable, which require monthly principal and interest payments and are collateralized by homes at certain of the Properties. As of December 31, 2012, the Chattel Loans receivable have a stated per annum average rate of approximately 7.8%, with a yield of 18.3%, and had an average term remaining of approximately 14 years. These notes are recorded net of allowances of approximately $0.4 million as of December 31, 2012 and 2011. During the years ended December 31, 2012 and 2011, approximately $5.5 million and $2.6 million, respectively, was repaid and an additional $0.7 million and $0.3 million, respectively, was loaned to customers and approximately $5.3 million and $2.7 million, respectively, of homes serving as collateral for Chattel Loans were repossessed and converted to rental units. Chattel Loans receivable at December 31, 2012 includes $25.7 million of Chattel Loans acquired in connection with the 2011 Acquisition. During 2012, management reviewed the default and asset recovery performance of these loans and determined that the yield of this portfolio should be increased from 17.0% to 21.0% due to the accelerated timing of cash collections and asset recoveries being experienced in the portfolio. Increases in default rates or declines in recovery rates in the future could, if significant, result in an impairment of the loans. Declines in default rates or increases in recovery rates could, if significant, result in future increases to the yield. 
As of December 31, 2012 and December 31, 2011, the Company had approximately $16.1 million and $16.4 million, respectively, of Contracts Receivable, including allowances of approximately $0.7 million and $1.0 million, respectively. These Contracts Receivable represent loans to customers who have purchased right-to-use contracts. The Contracts Receivable yield interest at a stated per annum average rate of 15.9%, have a weighted average term remaining of approximately four years and require monthly payments of principal and interest. During the years ended December 31, 2012 and 2011, approximately $7.1 million and $7.3 million, respectively, was repaid and an additional $6.6 million was lent to customers in each year. Management periodically reviews the performance of these loans and does not expect to make significant adjustments to assumptions due to the small remaining value of the loans.

F-23

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8—Borrowing Arrangements
Secured Debt
2012 Activity
As of December 31, 2012 and December 31, 2011, the Company had outstanding mortgage indebtedness on Properties held for long term of approximately $2,070 million and $2,085 million, respectively. The weighted average interest rate, including the fair market value adjustment, on this mortgage indebtedness for the year ended December 31, 2012 was approximately 5.51% per annum. The debt bears interest at stated rates of 3.9% to 8.9% per annum and matures on various dates ranging from 2013 to 2023. The debt encumbered a total of 171 and 174 of the Company’s Properties as of December 31, 2012 and December 31, 2011, respectively, and the carrying value of such Properties was approximately $2,494 million and $2,578 million, respectively, as of such dates.
During the year ended December 31, 2012, the Company received approximately $74.0 million of financing proceeds on one manufactured home community with a stated interest rate of 3.90% per annum, maturing in 2022. The proceeds were used to pay off the mortgage on the property, which was set to mature on May 1, 2013, totaling approximately $35.1 million, with a stated interest rate of 5.69% per annum. The Company also closed on approximately $85.5 million of financing proceeds on two RV resorts with a weighted average interest rate of 5.10% per annum, maturing in 2022. The Company used the proceeds to pay off the mortgages on these two properties, which were set to mature on June 1, 2014, totaling approximately $63.3 million, with a weighted average interest rate of 5.41% per annum. The Company also paid off three maturing mortgages totaling approximately $39.3 million, with a weighted average interest rate of 5.79% per annum.
2011 Activity
During the year ended December 31, 2011, the Company paid off nine maturing mortgages totaling approximately $52.5 million, with a weighted average interest rate of 7.04% per annum. The Company also closed on approximately $200.0 million of new financing on 20 manufactured home communities and three resort properties with a weighted average interest rate of 5.02% per annum, maturing in 2021. The Company also assumed approximately $548 million of mortgage debt which includes a fair value adjustment of approximately $34 million secured by 35 of the 2011 Acquisition Properties (as defined herein) with stated interest rates ranging from 4.65% to 8.87% per annum, maturing in various years ranging from 2012 to 2023.
Term Loan
The Company’s $200.0 million Term Loan matures on June 30, 2017 and has a one-year extension option, an interest rate of LIBOR plus 1.85% to 2.80% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty after July 1, 2014. Prior to July 1, 2014, a prepayment penalty of 2% of the amount prepaid would be owed. The spread over LIBOR is variable based on leverage measured quarterly throughout the loan term. The Term Loan contains customary representations, warranties and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, the Company also entered into a three year LIBOR Swap Agreement (the “Swap”) allowing the Company to trade its variable interest rate for a fixed interest rate on the Term Loan. (See Note 9 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further information on the accounting of the Swap.) The proceeds were used to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements Contained in this Form 10K.
Unsecured Line of Credit
As of December 31, 2012 and 2011, the Company’s unsecured Line of Credit (“LOC”) had an availability of $380 million of which no amounts were outstanding. On July 20, 2012, the Company amended its LOC to (i) decrease the per annum interest rate to LIBOR plus a maximum of 1.40% to 2.00%, bearing a facility rate of 0.25% to 0.40%, (ii) extend the maturity of the LOC to September 15, 2016, (iii) lengthen the extension option to one year and (iv) effect other ministerial changes. The Company incurred commitment and arrangement fees of approximately $1.3 million to enter into the amended LOC. Prior to the amendment, the Company’s LOC bore interest at a LIBOR rate plus 1.65% to 2.50%, contained a 0.30% to 0.40% facility fee and had a maturity date of September 18, 2015. The Company had an eight months extension option under the LOC, subject to payment by it of certain administrative fees and the satisfaction of certain other enumerated conditions.
The weighted average interest rate for the years ended December 31, 2012 and 2011 for the Company’s unsecured debt was approximately zero and 3.9% per annum, respectively, as no amounts were outstanding on the line of credit at any time during the year ended December 31, 2012.

F-24

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8—Borrowing Arrangements (continued)
Future Maturities of Debt
Aggregate payments of principal on long-term borrowings for each of the next five years and thereafter are as follows (amounts in thousands):  

Year	Amount	
2013	$	105,052	
 	
2014	161,160	
 	
2015	591,949	
 	
2016	238,626	
 	
2017	302,801	
 	
Thereafter	845,670	
 	
Net unamortized premiums	24,608	
 	
Total	$	2,269,866	
 	
Note 9—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
In connection with the Term Loan, the Company entered into a three-year, $200.0 million LIBOR notional swap agreement. (See Note 8 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for information about the Term Loan related to the $200.0 million notional swap.) The Swap fixes the underlying LIBOR rate on the Term Loan at 1.11% per annum for the first three years. Based on actual leverage as of December 31, 2012, the Company’s spread over LIBOR was 1.95% resulting in an actual all-in interest rate of 3.06% per annum. The Company has designated the Swap as a cash flow hedge. No gain or loss was recognized in the Consolidated Statements of Income and Comprehensive Income related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedge during the years ended December 31, 2012 and 2011.
 Amounts reported in accumulated other comprehensive loss on the Consolidated Balance Sheet related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $1.8 million will be reclassified as an increase to interest expense.
Derivative Instruments and Hedging Activities
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company’s Consolidated Balance Sheet as of December 31, 2012 and 2011 (amounts in thousands).

 	Balance Sheet Location	 	December 31,
2012	 	December 31,
2011	
Interest Rate Swap	Accrued payroll and other operating expenses	 	$	2,591	
 	 	$	2,547	
 	
Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012 and 2011.

Derivatives in Cash Flow Hedging Relationship	Amount of loss recognized
in OCI on derivative
(effective portion)	 	Location of loss
reclassified from
accumulated OCI into income
(effective portion)	 	Amount of loss
reclassified from
accumulated OCI into
income (effective
portion)	 	
 	December 31,
2012	 	December 31,
2011	 	 	 	December 31,
2012	 	December 31,
2011	 	 	
Interest Rate Swap	$	1,797	
 	 	$	3,445	
 	 	Interest Expense	 	$	1,754	
 	 	$	898	
 	 	 	
The Company determined that no adjustment was necessary for nonperformance risk on its derivative obligation. As of December 31, 2012, the Company has not posted any collateral related to this agreement.

F-25

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 10—Deferred Revenue-entry of right-to-use contracts and Deferred Commission Expense
Up-front payments received upon the entry of right-to-use contracts are recognized in accordance with FASB ASC 605. The Company will recognize the up-front non-refundable payments over the estimated customer life, which, based on historical attrition rates, the Company has estimated to be between one to 31 years. The commissions paid on the entry of right-to-use contracts will be deferred and amortized over the same period as the related sales revenue.
Components of the change in deferred revenue-entry of right-to-use contracts and deferred commission expense are as follows (amounts in thousands):

 	 	Years Ended December 31,	
 	 	2012	 	2011	
Deferred revenue—entry of right-to-use contracts, as of January 1,	 	$	56,285	
 	 	$	44,349	
 	
Deferral of new right-to-use contracts	 	13,433	
 	 	17,856	
 	
Deferred revenue recognized	 	(6,739	)	 	(5,920	)	
Net increase in deferred revenue	 	6,694	
 	 	11,936	
 	
Deferred revenue—entry of right-to-use contracts, as of December 31,	 	$	62,979	
 	 	$	56,285	

Deferred commission expense, as of January 1,	 	$	19,687	
 	 	$	14,898	
 	
Costs deferred	 	5,465	
 	 	6,735	
 	
Commission expense recognized	 	(2,310	)	 	(1,946	)	
Net increase in deferred commission expense	 	3,155	
 	 	4,789	
 	
Deferred commission expense, as of December 31,	 	$	22,842	
 	 	$	19,687	
 	
Note 11—Lease Agreements
The leases entered into between the customer and the Company for the rental of a site are generally month-to-month or for a period of one to ten years, renewable upon the consent of the parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenant are in effect at certain sites for 18 of the Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. Future minimum rents are scheduled to be received under non-cancelable tenant leases at December 31, 2012 are as follows (amounts in thousands):

 	 	 	 	
Year	Amount	
2013	$	40,100	
 	
2014	39,327	
 	
2015	18,532	
 	
2016	17,110	
 	
2017	16,639	
 	
Thereafter	48,104	
 	
Total	$	179,812	

Note 12—Ground Leases
The Company leases land under non-cancelable operating leases at certain of the Properties expiring in various years from 2013 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues. The Colony Cove Property lease requires escalated payments every three months based on the increase in the purchase option, see further detail below. For the year ended December 31, 2012, 2011, and 2010 ground lease rent was approximately $3.3 million, $2.5 million, and $1.9 million, respectively. Minimum future rental payments under the ground leases as of December 31, 2012 are as follows (amounts in thousands):  

Year	Amount	
2013	$	3,353	
 	
2014	1,915	
 	
2015	1,921	
 	
2016	1,928	
 	
2017	1,935	
 	
Thereafter	13,012	
 	
Total	$	24,064	

F-26

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12—Ground Leases (continued)
The decrease in future minimum rental payments assumes that the Company will exercise its option to acquire land at the Colony Cove Property on January 1, 2014. The option exercise is subject to certain assumptions and the timing of the option exercise may be before or after January 1, 2014. If the Company does not exercise its option as planned the ground lease payments will continue at approximately $1.4 million annually for the next 95 years.
Note 13—Transactions with Related Parties
Privileged Access
On August 14, 2008, the Company closed on the PA Transaction by acquiring substantially all of the assets and assuming certain liabilities of Privileged Access for an unsecured note payable of $2.0 million which was paid off during the year ended December 31, 2009. Prior to the purchase, Privileged Access had a 12-year lease with the Company for 82 Properties that terminated upon closing. At closing, approximately $4.8 million of Privileged Access cash was deposited into an escrow account for liabilities that Privileged Access has retained. The terms of the PA Transaction provided for a distribution of $0.1 million of excess escrow funds to Privileged Access and the remainder to the Company on the two-year anniversary of the PA Transaction. During the year ended December 31, 2010, the Company received approximately $1.1 million in proceeds from the escrow account. There was no balance in the escrow account for the year ended December 31, 2012. As of December 31, 2011, the escrow balance was approximately $0.2 million.
Mr. McAdams, the Company’s President from January 1, 2008 to January 31, 2011, owns 100% of Privileged Access. Effective February 1, 2011, Mr. McAdams became president of a subsidiary of the Company involved in ancillary activities and relinquished his role as President of the Company. The Company entered into an employment agreement effective as of January 1, 2008 (the “Employment Agreement”) with Mr. McAdams which provided for an initial term of three years which expired on December 31, 2010. The Employment Agreement provided for a minimum annual base salary of $0.3 million, with the option to receive an annual bonus in an amount up to three times his base salary. Mr. McAdams is also subject to a non-compete clause and to mitigate potential conflicts of interest shall have no authority, on behalf of the Company and its affiliates, to enter into any agreement with any entity controlling, controlled by or affiliated with Privileged Access. Prior to forming Privileged Access, Mr. McAdams was a member of the Company’s Board of Directors from January 2004 to October 2005. Simultaneous with his appointment as president of Equity LifeStyle Properties, Inc., Mr. McAdams resigned as Privileged Access’s Chairman, President and CEO. However, he was on the board of PATT Holding Company, LLC (“PATT”), a subsidiary of Privileged Access, until the entity was dissolved in 2008.
Corporate Headquarters
The Company leases office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Mr. Zell, the Company’s Chairman of the Board. Payments made in accordance with the lease agreement to this entity amounted to approximately $0.9 million, $1.0 million, and $0.5 million for the years ended December 31, 2012, 2011 and 2010, respectively. Only seven months of rent was paid during the year ended December 31, 2010 as the first five months of the year were included in the free rent provided by the landlord in connection with a new lease for the office space that commenced December 1, 2009.
Other
On October 18, 2012, the Company’s Chief Executive Officer, Thomas Heneghan, accepted an offer to become Chief Executive Officer of Equity International Management, LLC (“Equity International”), effective in February 2013, and he resigned as the Company’s Chief Executive Officer effective February 1, 2013. During the period from October 18, 2012 through February 1, 2013, Mr. Heneghan continued to serve as the Company’s Chief Executive Officer, but he also performed certain services for Equity International, an entity affiliated with Mr. Zell, the Company’s Chairman of the Board. The Company paid Mr. Heneghan his regular compensation through February 1, 2013. However, in consideration for the Company allowing Mr. Heneghan to perform certain services for Equity International during this period, the Company and Equity International agreed that Equity International would reimburse the Company for a portion of Mr. Heneghan’s compensation in the amount of $0.3 million.

F-27

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants
The Company’s Stock Option and Stock Award Plan (the “Plan”) was adopted in December 1992 and amended and restated from time to time, most recently effective March 23, 2001. Pursuant to the Plan, officers, directors, employees and consultants of the Company are offered the opportunity (i) to acquire shares of common stock through the grant of stock options (“Options”), including non-qualified stock options and, for key employees, incentive stock options within the meaning of Section 422 of the Internal Revenue Code; and (ii) to be awarded shares of common stock (“Restricted Stock Grants”), subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of the Company’s Board of Directors (the “Compensation Committee”). The Compensation Committee will determine the vesting schedule, if any, of each Option and the term, which term shall not exceed ten years from the date of grant. As to the Options that have been granted through December 31, 2012 to officers and employees, generally, one-third are exercisable one year after the initial grant, one-third are exercisable two years following the date such Options were granted and the remaining one-third are exercisable three years following the date such Options were granted. Shares that did not vest were forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not entirely vest. Stock Options are awarded at the New York Stock Exchange closing price of the Company’s common stock on the grant date. A maximum of 6,000,000 shares of common stock are available for grant under the Plan and no more than 250,000 shares may be subject to grants to any one individual in any calendar year.
Grants under the Plan are made by the Compensation Committee, which determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award. In addition, the terms of two specific types of awards are contemplated under the Plan:
 	 	
•	The first type of award is a grant of Options or Restricted Stock Grants of common stock made to each member of the Board at the meeting held immediately after each annual meeting of the Company’s stockholders. Generally, if the director elects to receive Options, the grant will cover 10,000 shares of common stock at an exercise price equal to the fair market value on the date of grant. If the director elects to receive a Restricted Stock Grant of common stock, he or she will receive an award of 2,000 shares of common stock. Exercisability or vesting with respect to either type of award will be one-third of the award after six months, two-thirds of the award after one year, and the full award after two years.	

•	The second type of award is a grant of common stock in lieu of 50% of their bonus otherwise payable to individuals with a title of Vice President or above. A recipient can request that the Compensation Committee pay a greater or lesser portion of the bonus in shares of common stock.	
 
The Company accounts for its stock-based compensation in accordance with FASB ASC 718.
Restricted Stock Grants
On January 31, 2013, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $2.2 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2013, December 31, 2014, and December 31, 2015.
On February 1, 2013, the Company awarded Restricted Stock Grants for 34,333 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants will vest on December 31, 2013. The fair market value of these Restricted Stock Grants was approximately $2.5 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period.
On May 8, 2012, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $1.1 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 8, 2012, May 8, 2013, and May 8, 2014.
On January 31, 2012, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $2.2 million to certain members of the Board of Directors for services rendered in 2011. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2012, December 31, 2013, and December 31, 2014.
On January 31, 2012, the Company awarded Restricted Stock Grants for 60,332 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested on December 31, 2012. The fair market value of these Restricted Stock Grants was approximately $4.2 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period. During 2012, 18,333 shares of this restricted stock grant valued at issuance date of approximately $1.3 million were relinquished by certain members of senior management.

F-28

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants (continued)
On May 11, 2011, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $0.9 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 11, 2011, May 11, 2012, and May 11, 2013.
On February 1, 2011, the Company awarded Restricted Stock Grants for 72,665 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested December 31, 2011. The fair market value of these Restricted Stock Grants was approximately $4.2 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period.
On January 31, 2011, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $1.8 million to certain members of the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2011, December 31, 2012, and December 31, 2013.
On May 11, 2010, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $0.9 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 11, 2010, May 11, 2011, and May 11, 2012.
On February 1, 2010, the Company awarded Restricted Stock Grants for 74,665 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested on December 31, 2010. The fair market value of these Restricted Stock Grants was approximately $3.7 million as of the date of grant and was recorded as compensation expense and paid in capital over the vesting period.
On February 1, 2010, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $1.5 million to certain members of the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2010, December 31, 2011, and December 31, 2012.
The Company recognized compensation expense of approximately $5.8 million, $5.6 million and $5.1 million primarily related to Restricted Stock Grants in 2012, 2011 and 2010, respectively.
A summary of the Company’s restricted stock activity, and related information for the years ended December 31, 2012, 2011, and 2010 follows:  

 	Number of Shares	Weighted Average Grant Date Fair Value	
Balance at December 31, 2009	56,008	
 	$	24.99	
 	
Shares granted	121,665	
 	50.03	
 	
Share vested	(125,330	)	44.19	
 	
Balance at December 31, 2010	52,343	
 	37.22	
 	
Shares granted	119,665	
 	57.49	
 	
Shares canceled/forfeited	(11,333	)	57.40	
 	
Shares vested	(113,665	)	48.99	
 	
Balance at December 31, 2011	47,010	
 	55.50	
 	
Shares granted	107,332	
 	70.12	
 	
Shares canceled/forfeited	(18,333	)	70.14	
 	
Shares vested	(88,999	)	64.60	
 	
Balance at December 31, 2012	47,010	
 	65.93	
 	
Compensation expense to be recognized subsequent to December 31, 2012 for Restricted Stock Grants issued prior to 2013 that has not yet vested was approximately $2.8 million, which is expected to be recognized over a weighted average term of 1.5 years.

F-29

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants (continued)
Stock Options
The fair value of each grant is estimated on the grant date using the Black-Scholes-Merton model. No options were issued. forfeited or expired during the year ended December 31, 2012, 2011, and 2010.
A summary of the Company’s stock option activity, and related information for the years ended December 31, 2012, 2011, and 2010 follows:  

 	 	Shares Subject To
Options	 	Weighted Average
Exercise Price Per Share	 	Weighted Average
Outstanding
Contractual Life
(in years)	
Balance at December 31, 2009	 	841,851	
 	 	$	39.94	
 	 	6.0	
Options exercised	 	(33,767	)	 	32.77	
 	 	 	
Options canceled	 	(2,900	)	 	17.50	
 	 	 	
Balance at December 31, 2010	 	805,184	
 	 	40.32	
 	 	5.1	
Options exercised	 	(172,384	)	 	26.28	
 	 	 	
Balance at December 31, 2011	 	632,800	
 	 	44.14	
 	 	5.0	
Options exercised	 	(80,000	)	 	48.20	
 	 	 	
Balance at December 31, 2012	 	552,800	
 	 	43.56	
 	 	4.0	
Exercisable at December 31, 2012	 	552,800	
 	 	43.56	
 	 	4.0	
The intrinsic value of outstanding and exercisable stock options represents the excess of the closing stock price as of the end of the year, over the exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options. For the years ending December 31, 2012, 2011 and 2010, the intrinsic value of exercised options was $1.7 million, $5.7 million and $0.8 million, respectively. For the years ending December 31, 2012, 2011 and 2010, the intrinsic value of outstanding and exercisable options was $13.1 million, $14.3 million and $12.6 million, respectively.
As of December 31, 2012, 2011 and 2010, 654,346 shares, 743,345 shares and 851,677 shares remained available for grant, respectively; of these 254,529 shares, 343,528 shares and 451,860 shares, respectively, remained available for Restricted Stock Grants.   
Note 15—Preferred Stock
The Company’s Board of Directors is authorized under the Company’s charter, without further stockholder approval, to issue, from time to time, in one or more series, 10,000,000 shares of $0.01 par value preferred stock (the “Preferred Stock”), with specific rights, preferences and other attributes as the Board may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s common stock. However, under certain circumstances, the issuance of preferred stock may require stockholder approval pursuant to the rules and regulations of The New York Stock Exchange.
On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by the Company’s common stockholders. As a result, at September 30, 2012 the Series A Preferred Stock has been classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet. On September 14, 2012, the Company issued 54,458 shares of the Company’s Series C Preferred Stock with a liquidation value of $2,500.00 per share, which is represented by depositary shares as described below. Also on September 14, 2012, the Company exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100 th  of a share of the Company’s Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock. On October 18, 2012, the Company redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million. Therefore, as of December 31, 2012, the Company did not have any Series A Preferred Stock outstanding.
During the year ended December 31, 2011, the Company issued 1,740,000 shares of Series B Preferred Stock, par value $0.01 per share. The Series B Preferred Stock was issued to partially fund the 2011 Acquisition which is discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K. On October 24, 2011, the Company, on behalf of a selling stockholder, closed on a public offering of 3,162,069 shares of common stock. The 3,162,069 shares of common stock sold included 1,453,793 shares of common stock issued by the Company upon redemption of 1,453,793 shares of Series B Preferred Stock, par value $0.01 per share. The Company did not receive any proceeds from the offering. On December 23, 2011, the remaining 286,207 Series B Preferred Stock were redeemed for 286,207 shares of common stock. Therefore, as of the year ended December 31, 2011, the Company did not have any Series B Preferred Stock outstanding.

F-30

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 15—Preferred Stock (continued)
On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8,000,000 shares of Series A Preferred Stock, par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. 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. The Company did not receive any proceeds from the offering.
Note 16—Long-Term Cash Incentive Plan
On January 24, 2013, the Company’s Compensation, Nominating and Corporate Governance Committee (the “Committee”) approved a Long-Term Cash Incentive Plan Award (the “2013 LTIP”) to provide a long-term cash bonus opportunity to certain members of the Company’s management. The 2013 LTIP was approved by the Committee pursuant to the authority set forth in the Long Term Incentive Plan approved by the Board on May 15, 2007. The total cumulative payment for all participants (the “Eligible Payment”) is based upon certain performance conditions being met over a three year period ending December 31, 2015.
The Committee has responsibility for administering the 2013 LTIP and may use its reasonable discretion to adjust the performance criteria or Eligible Payments to take into account the impact of any major or unforeseen transaction or events. The Company’s executive officers are not participants in the 2013 LTIP. The Eligible Payment will be paid in cash upon completion of the Company’s annual audit for the 2015 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2013 LTIP and, including employer costs, is currently estimated to be approximately $5.8 million.
On May 11, 2010, the Company’s Board of Directors approved a Long-Term Cash Incentive Plan (the “2010 LTIP”) to provide a long-term cash bonus opportunity to certain members of the Company’s management. Such Board approval was upon recommendation of the Committee. One participant in the 2010 LTIP was promoted to Chief Financial Officer in 2012. No other executive officers were participants in the 2010 LTIP. As of December 31, 2012 and 2011, the Company had accrued compensation expense and payroll benefits of approximately $2.6 million and $1.8 million, respectively, for the 2010 LTIP including approximately $0.8 million and $1.1 million in the years ended December 31, 2012 and 2011. On January 24, 2013, the Committee approved payments under the 2010 LTIP of approximately $2.3 million to the participants.
The Company is accounting for both LTIP awards in accordance with FASB ASC 718. The amount accrued for the 2010 LTIP reflected the Committee’s evaluation of the 2010 LTIP based on forecasts and other information presented to the Committee and were subject to performance in line with forecasts and final evaluation and determination by the Committee.
Note 17—Savings Plan
The Company has a qualified retirement plan, with a salary deferral feature designed to qualify under Section 401 of the Code (the “401(k) Plan”), to cover its employees and those of its Subsidiaries, if any. The 401(k) Plan permits eligible employees of the Company and those of any Subsidiary to defer up to 60% of their eligible compensation on a pre-tax basis subject to certain maximum amounts. In addition, the Company will match 100% of the participant’s contribution up to the first 3% and then 50% of the next 2% for a maximum potential match of 4%.
In addition, amounts contributed by the Company will vest, on a prorated basis, according to the participant’s vesting schedule. After five years of employment with the Company, the participants will be 100% vested for all amounts contributed by the Company. Additionally, a discretionary profit sharing component of the 401(k) Plan provides for a contribution to be made annually for each participant in an amount, if any, as determined by the Company. All employee contributions are 100% vested. The Company’s contribution to the 401(k) Plan was approximately $1.3 million, $1.1 million, and $1.0 million, for the years ended December 31, 2012, 2011, and 2010, respectively.

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies
California Rent Control Litigation
As part of the Company’s effort to realize the value of its Properties that are subject to rent control, the Company has initiated lawsuits against certain localities in California. The Company’s goal is to achieve a level of regulatory fairness in California’s rent control jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon turnover. Such regulations allow tenants to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In the Company’s view, such regulations result in a transfer to the tenants of the value of the Company’s land, which would otherwise be reflected in market rents. The Company has discovered through the litigation process that certain municipalities considered condemning the Company’s Properties at values well below the value of the underlying land. In the Company’s view, a failure to articulate market rents for sites governed by restrictive rent control would put the Company at risk for condemnation or eminent domain proceedings based on artificially reduced rents. Such a physical taking, should it occur, could represent substantial lost value to stockholders. The Company is cognizant of the need for affordable housing in the jurisdictions, but asserts that restrictive rent regulation does not promote this purpose because tenants pay to their sellers as part of the purchase price of the home all the future rent savings that are expected to result from the rent control regulations, eliminating any supposed improvement in the affordability of housing. In a more well-balanced regulatory environment, the Company would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts include the following matters:
City of San Rafael
The Company sued the City of San Rafael on October 13, 2000 in the U.S. District Court for the Northern District of California, challenging its rent control ordinance (the “Ordinance”) on constitutional grounds. The Company believes the litigation was settled by the City’s agreement to amend the ordinance to permit adjustments to market rent upon turnover. The City subsequently rejected the settlement agreement. The Court refused to enforce the settlement agreement, and submitted to a jury the claim that it had been breached. In October 2002, a jury found no breach of the settlement agreement.
The Company’s constitutional claims against the City were tried in a bench trial during April 2007. On April 17, 2009, the Court issued its Order for Entry of Judgment in the Company’s favor (the “April 2009 Order”). On June 10, 2009, the Court ordered the City to pay the Company net fees and costs of approximately $2.1 million. On June 30, 2009, as anticipated by the April 2009 Order, the Court entered final judgment that gradually phased out the City’s site rent regulation scheme that the Court found unconstitutional. Pursuant to the final judgment, existing residents of the Company’s Property in San Rafael will be able to continue to pay site rent as if the Ordinance were to remain in effect for a period of 10 years, enforcement of the Ordinance was immediately enjoined with respect to new residents of the Property, and the Ordinance will expire entirely ten years from the June 30, 2009 date of judgment.
The City and the residents’ association (which intervened in the case) appealed, and the Company cross-appealed. The briefing has been completed, oral argument was held on February 13, 2013, and a decision from the Court of Appeals remains pending.
City of Santee
In June 2003, the Company won a judgment against the City of Santee in California Superior Court (Case No. 777094). The effect of the judgment was to invalidate, on state law grounds, two rent control ordinances the City of Santee had enforced against the Company and other property owners. However, the Court allowed the City to continue to enforce a rent control ordinance that predated the two invalid ordinances (the “prior ordinance”). As a result of the judgment the Company was entitled to collect a one-time rent increase based upon the difference in annual adjustments between the invalid ordinance(s) and the prior ordinance and to adjust its base rents to reflect what the Company could have charged had the prior ordinance been continually in effect. The City of Santee appealed the judgment. The City and the Homeowners’ Association of Meadowbrook Estates (“tenant association”) also each sued the Company in separate actions in the California Superior Court (Case Nos. GIE 020887 and GIE 020524) alleging that the rent adjustments pursuant to the judgment violated the prior ordinance, sought to rescind the rent adjustments, and sought refunds of amounts paid, and penalties and damages in these separate actions. As a result of further proceedings and a series of appeals and remands, the Company was required to and did release the additional rents to the tenant association’s counsel for disbursement to the tenants, and the Company has ceased collecting the disputed rent amounts.
The tenant association continued to seek damages, penalties and fees in their separate action based on the same claims the City made on the tenants’ behalf in the City’s case. The Company moved for judgment on the pleadings in the tenant association’s case on the ground that the tenant association’s case was moot in light of the result in the City’s case. On November 6, 2008, the Court granted the Company’s motion for judgment on the pleadings without leave to amend. The tenant association appealed. In

F-32

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
June 2010, the Court of Appeal remanded the case for further proceedings. On remand, on December 12, 2011, the Court granted the Company’s motion for summary judgment and denied the tenant association’s motion for summary judgment. On January 9, 2012, the Court entered judgment in favor of the Company, specifying that the tenant association shall recover nothing. On January 26, 2012, the Court set March 30, 2012 as the date for hearing the Company’s motion for attorneys’ fees and the tenant associations’ motion to reduce the Company’s claim for costs. On March 26, 2012, the tenant association filed a notice of appeal. On August 16, 2012, the Company and the tenant association entered a settlement agreement pursuant to which the tenant association dismissed its appeal in exchange for the Company’s agreement to dismiss its claims for attorneys’ fees and other costs. Because the matter was a class action by the tenant’s association, on January 18, 2013 the Court held a fairness hearing to consider final approval of the settlement, and approved the settlement.
In addition, the Company sued the City of Santee in United States District for the Southern District of California alleging all three of the ordinances are unconstitutional under the Fifth and Fourteenth Amendments to the United States Constitution. On October 13, 2010, the District Court: (1) dismissed the Company’s claims without prejudice on the ground that they were not ripe because the Company had not filed and received from the City a final decision on a rent increase petition, and (2) found that those claims are not foreclosed by any of the state court rulings. On November 10, 2010, the Company filed a notice of appeal from the District Court’s ruling dismissing the Company’s claims. On April 20, 2011, the appeal was voluntarily dismissed pursuant to stipulation of the parties.
In order to ripen its claims, the Company filed a rent increase petition with the City. At a hearing held on October 6, 2011, the City’s Manufactured Home Fair Practices Commission voted to deny that petition, and subsequently entered written findings denying it. The Company appealed that determination to the Santee City Council, which on January 25, 2012 voted to deny the appeal. In view of that adverse final decision on its rent increase petition, on January 31, 2012 the Company filed a new complaint in United States District for the Southern District of California alleging that the City’s ordinance effectuates a regulatory and private taking of the Company’s property and is unconstitutional under the Fifth and Fourteenth Amendments to the United States Constitution. On April 2, 2012, the City filed a motion to dismiss the new complaint. On December 21, 2012, the Court entered an order in which it: (a) denied the City’s motion to dismiss the Company’s private taking and substantive due process claims; (b) granted the City’s motion to dismiss the Company’s procedural due process claim as not cognizable because of the availability of a state remedy of a writ of mandamus; and (c) granted the City’s motion to dismiss the Company’s regulatory taking claim as being not ripe.
In addition, the Company also filed in the California Superior Court on February 1, 2012 a petition for a writ of administrative mandamus, and on September 28, 2012 a motion for writ of administrative mandamus, seeking orders correcting and vacating the decisions of the City and its Manufactured Home Fair Practices Commission, and directing that the Company’s rent increase petition be granted. The Company’s motion for writ of administrative mandamus is currently scheduled for hearing on April 5, 2013.
Colony Park
On December 1, 2006, a group of tenants at the Company’s Colony Park Property in Ceres, California filed a complaint in the California Superior Court for Stanislaus County alleging that the Company had failed to properly maintain the Property and had improperly reduced the services provided to the tenants, among other allegations. The Company answered the complaint by denying all material allegations and filed a counterclaim for declaratory relief and damages. The case proceeded in Superior Court because the Company’s motion to compel arbitration was denied and the denial was upheld on appeal. Trial of the case began on July 27, 2010. After just over three months of trial in which the plaintiffs asked the jury to award a total of approximately $6.8 million in damages, the jury rendered verdicts awarding a total of less than $44,000 to six out of the 72 plaintiffs, and awarding nothing to the other 66 plaintiffs. The plaintiff's who were awarded nothing filed a motion for a new trial or alternatively for judgment notwithstanding the jury’s verdict, which the Court denied on February 14, 2011. All but 3 of the 66 plaintiffs to whom the jury awarded nothing have appealed. The briefing on that appeal has been completed, but a date for oral argument remains to be set by the California Court of Appeal.
By orders entered on December 14, 2011, the Superior Court awarded the Company approximately $2.0 million in attorneys’ fees and other costs jointly and severally against the plaintiffs to whom the jury awarded nothing, and awarded no attorneys’ fees or costs to either side with respect to the six plaintiffs to whom the jury awarded less than $44,000. Plaintiffs have filed an appeal from the approximately $2.0 million award to the Company of attorneys’ fees and other costs.

F-33

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
California Hawaiian
On April 30, 2009, a group of tenants at the Company’s California Hawaiian Property in San Jose, California filed a complaint in the California Superior Court for Santa Clara County alleging that the Company has failed to properly maintain the Property and has improperly reduced the services provided to the tenants, among other allegations. The Company moved to compel arbitration and stay the proceedings, to dismiss the case, and to strike portions of the complaint. By order dated October 8, 2009, the Court granted the Company’s motion to compel arbitration and stayed the court proceedings pending the outcome of the arbitration. The plaintiffs filed with the California Court of Appeal a petition for a writ seeking to overturn the trial court’s arbitration and stay orders. On May 10, 2011, the Court of Appeal granted the petition and ordered the trial court to vacate its order compelling arbitration and to restore the matter to its litigation calendar for further proceedings. On May 24, 2011, the Company filed a petition for rehearing requesting the Court of Appeal to reconsider its May 10, 2011 decision. On June 8, 2011, the Court of Appeal denied the petition for rehearing. On June 16, 2011, the Company filed with the California Supreme Court a petition for review of the Court of Appeal’s decision. On August 17, 2011, the California Supreme Court denied the petition for review. Discovery in the case is proceeding. The Company believes that the allegations in the complaint are without merit, and intends to vigorously defend the litigation.
Hurricane Claim Litigation
On June 22, 2007, the Company filed suit in the Circuit Court of Cook County, Illinois (Case No. 07CH16548), against its insurance carriers, Hartford Fire Insurance Company, Essex Insurance Company (“Essex”), Lexington Insurance Company and Westchester Surplus Lines Insurance Company (“Westchester”), regarding a coverage dispute arising from losses suffered by the Company as a result of hurricanes that occurred in Florida in 2004 and 2005. The Company also brought claims against Aon Risk Services, Inc. of Illinois (“Aon”), the Company’s former insurance broker, regarding the procurement of appropriate insurance coverage for the Company. The Company is seeking declaratory relief establishing the coverage obligations of its carriers, as well as a judgment for breach of contract, breach of the covenant of good faith and fair dealing, unfair settlement practices and, as to Aon, for failure to provide ordinary care in the selling and procuring of insurance. The claims involved in this action are approximately $11.0 million.
In response to motions to dismiss, the trial court dismissed: (1) the requests for declaratory relief as being duplicative of the claims for breach of contract and (2) certain of the breach of contract claims as being not ripe until the limits of underlying insurance policies have been exhausted. On or about January 28, 2008, the Company filed its Second Amended Complaint (“SAC”), which the insurers answered. In response to the court’s dismissal of the SAC’s claims against Aon, the Company ultimately filed, on February 2, 2009, a new Count VIII against Aon alleging a claim for breach of contract, which Aon answered. In January 2010, the parties engaged in a settlement mediation, which did not result in a settlement. In June 2010, the Company filed motions for partial summary judgment against the insurance companies seeking a finding that our hurricane debris cleanup costs are within the extra expense coverage of our excess insurance policies. On December 13, 2010, the Court granted the motion. Discovery is proceeding with respect to various remaining issues, including the amounts of the debris cleanup costs the Company is entitled to collect pursuant to the Court’s order granting the Company partial summary judgment.
On August 6, 2012, the Company was served with motions by Essex and Westchester seeking leave to amend their pleadings, which the Court subsequently allowed, to add affirmative defenses seeking to bar recovery on the alleged ground that the claim the Company submitted for hurricane-related losses allegedly intentionally concealed and misrepresented that a portion of that claim was not hurricane-related, and to add a counterclaim seeking on the same alleged ground reimbursement of approximately $2.4 million Essex previously paid. The Company believes that the affirmative defenses and counterclaim are without merit, and intends to vigorously contest them. The parties have filed motions for partial summary judgment with respect to certain of the claims that remain in the case, which are pending. The case has been set for trial on August 19, 2013.
The Company has entered settlements of its claims with certain of the insurers and also received additional payments from certain of the insurers since filing the lawsuit, collectively totaling approximately $7.4 million.
Membership Class Action
On July 29, 2011, the Company was served with a class action lawsuit in California state court filed by two named plaintiffs, who are husband and wife. Among other allegations, the suit alleges that the plaintiffs purchased a membership in the Company’s Thousand Trails network of campgrounds and paid annual dues; that they were unable to make a reservation to utilize one of the campgrounds because, they were told, their membership did not permit them to utilize that particular campground; that the Company failed to comply with the written disclosure requirements of various states’ membership camping statutes; that the Company misrepresented that it provides a money-back guaranty; and that the Company misrepresented that the campgrounds or portions of the campgrounds would be limited to use by members.

F-34

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
Allegedly on behalf of “between 100,000 and 200,000” putative class members, the suit asserts claims for alleged violation of: (1) the California Civil Code §§ 1812.300, et seq.; (2) the Arizona Revised Statutes §§ 32-2198, et seq.; (3) Chapter 222 of the Texas Property Code; (4) Florida Code §§ 509.001, et seq.; (5) Chapter 119B of the Nevada Administrative Code; (6) Business & Professions Code §§ 17200, et seq., (7) Business & Professions Code §§ 17500; (8) Fraud - Intentional Misrepresentation and False Promise; (9) Fraud - Omission; (10) Negligent Misrespresentation; and (11) Unjust Enrichment. The complaint seeks, among other relief, rescission of the membership agreements and refund of the member dues of plaintiffs and all others who purchased a membership from or paid membership dues to the Company since July 21, 2007; general and special compensatory damages; reasonable attorneys’ fees, costs and expenses of suit; punitive and exemplary damages; a permanent injunction against the complained of conduct; and pre-judgment interest.
On August 19, 2011, the Company filed an answer generally denying the allegations of the complaint, and asserting affirmative defenses. On August 23, 2011, the Company removed the case from the California state court to the federal district court in San Jose. On July 23, 2012, the Company filed a motion to deny class certification. On July 24, 2012, the plaintiffs filed a motion for leave to amend their class action complaint to add four additional named plaintiffs. On August 28, 2012, the Court held a hearing on the Company's motion to deny class certification and on the plaintiffs’ motion for leave to amend. The Court took the motions under submission and has not yet ruled on them. Separately, on September 14, 2012, the plaintiffs filed a motion for class certification, on which the Court held a hearing on November 6, 2012 and which remains pending.
Cascade
On December 10, 2008, the King County Hospital District No. 4 (the “Hospital District” or “District”) filed suit against the Company in the Superior Court of King County, Washington, seeking a declaratory judgment that the District had properly rescinded an agreement to acquire, in lieu of a formal condemnation proceeding, the Company’s Thousand Trails - Cascade Property (“Cascade”) located 20 miles east of Seattle, Washington. Under that agreement, the Company had agreed to accept from the Hospital District $12.5 million for Cascade with an earnest money deposit of approximately $0.4 million. Immediately before commencement of the trial, the parties entered into a settlement, pursuant to which: (a) the Hospital District would acquire Cascade and compensate the Company in the amount of $7.05 million (the “Compensation Amount”) in 2015 or sooner; (b) the unpaid balance of the Compensation Amount would be increased at a rate of 5% (or 6% under certain circumstances) per year until closing; (c) the Hospital District would make interim non-refundable payments to the Company of 50% of each payment it received on its $30.0 million promissory note from the Snoqualmie Indian Tribe (the “Tribe Note”); and (d) if the Hospital District breached its obligations under the settlement, including without limitation if the Hospital District compromised the Tribe Note without the Company's written consent or failed to pay the Company 50% of any amounts received under the Tribe Note, the Company would be entitled to have a judgment automatically entered against the Hospital District for $12.15 million less interim payments the Hospital District had made.
On August 27, 2012, the Hospital District provided written notice under the settlement of its readiness to close on the acquisition of Cascade. The Company learned that the Hospital District negotiated and received a discounted, early payoff of the Tribe Note without obtaining the Company’s written consent, and failed to pay to the Company 50% of that payoff. Accordingly, pursuant to the terms of the settlement, the Company sent to the Hospital District on August 31, 2012 written notice that the Hospital District had breached the settlement both (1) by modifying the Tribe's Note without having first obtained the Company’s written consent; and (2) by failing to pay to the Company 50% of all sums received by the District from the Tribe Note. The Company’s written notice asserted that the Company was therefore entitled to file the Automatic Judgment, and invited resolution of the dispute. On December 7, 2012, the parties closed on the sale of the Property from the Company to the Hospital District, from which the net proceeds to the Company were approximately $7.6 million, finally resolving the matter.
Utah Utility Charges Class Action
On October 9, 2012, the Company was served with a class action lawsuit in Utah state court filed by the “Utah Manufactured Homeowner's Action Group, Inc.” against numerous owners and operators of numerous Utah manufactured home communities, two of which are owned by the Company. Among other allegations, the suit alleged that the defendants unlawfully impose service charges or fees on residents that are greater than the defendants’ actual costs of providing the utility services, and that when residents question or object defendants threatened to evict or otherwise punish and intimidate the residents. The suit asserted claims that the foregoing alleged conduct violated Utah Code 57-16-4(ii)(c) and resulted in unjust enrichment to the defendants. The suit demanded a jury trial and sought, among other relief, damages in an amount to be determined but not less than $1.0 million; costs and fees; punitive and/or exemplary damages, as appropriate; and preliminary and permanent injunctive relief. On December 19, 2012, the plaintiff filed a notice of dismissal dismissing the Company from the class action lawsuit.

F-35

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
Litigation Relating to Potential Acquisition of Certain RV Resorts
On November 9, 2012, the Company entered a letter of intent with Morgan RV Resorts (“Morgan”), which granted the Company a right of exclusive dealing (“Exclusivity Right”) and a right of first refusal (“ROFR”) with respect to the purchase of 15 of Morgan's RV resorts. On December 13, 2012, Sun Communities, Inc. announced in an SEC filing that certain of its affiliates (collectively, “Sun”) had entered into a contract with Morgan to purchase 11 of those same properties, as a result of which the Company subsequently exercised its ROFR. In a suit initiated by Sun on December 26, 2012 against the Company and Morgan in the Oakland County (Michigan) Circuit Court, the parties are litigating the issue of who has the right to the properties. On February 12, 2013, Sun announced in an SEC filing that it had closed its purchase from Morgan on ten of the 11 properties at issue.
Other
The Company is involved in various other legal and regulatory proceedings arising in the ordinary course of business. Such proceedings include, but are not limited to, notices, consent decrees, information requests, and additional permit requirements and other similar enforcement actions by governmental agencies relating to the Company’s water and wastewater treatment plants and other waste treatment facilities. Additionally, in the ordinary course of business, the Company’s operations are subject to audit by various taxing authorities. Management believes that all proceedings herein described or referred to, taken together, are not expected to have a material adverse impact on the Company. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, the Company considers any potential indemnification obligations of sellers in favor of the Company.
Note 19—Acquisitions
During the year ended December 31, 2012, the Company closed on the acquisition of the Victoria Palms Resort, a 1,122-site property, and the Alamo Palms Resort, a 643-site property, for a purchase price of $25.0 million.
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 “2011 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 2011 Acquisition Properties which the Company refers to as the “Home Related Assets” for a stated purchase price of $1.43 billion (the “2011 Acquisition”). Revenues for 75 of the 2011 Acquisition Properties, included in the Consolidated Statements of Income and Comprehensive Income for the Company were approximately $169.1 million and $61.3 million for the year ended December 31, 2012 and 2011.
During the year ended December 31, 2011, the Company acquired 75 of the 2011 Acquisition Properties and certain Home Related Assets associated with such 75 of the 2011 Acquisition Properties for a purchase price of approximately $1.5 billion. The Company funded the purchase price of this closing with (i) the issuance of 1,708,276 shares of its common stock, to the seller with an aggregate value of approximately $111 million, (ii) the issuance of 1,740,000 shares of Series B Preferred Stock to the seller with an aggregate value of approximately $113 million, (iii) the assumption of mortgage debt secured by 35 of the 2011 Acquisition Properties with an aggregate value of approximately $548 million, (iv) the net proceeds of approximately $344 million, net of offering costs, from a common stock offering of 6,037,500 shares, (v) approximately $200 million of cash from the Term Loan the Company 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 had stated interest rates ranging from 4.65% to 8.87% per annum and maturities from dates ranging from 2012 to 2023.

F-36

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 19—Acquisitions (continued)
The Company engaged a third-party to assist with its purchase price allocation for the 2011 Acquisition. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the 2011 Acquisition for the year ended December 31, 2012, which we determined using level two and level three inputs (amounts in thousands).

 	2012	2011	
Assets acquired	 	 	
Land	$	4,410	
 	$	471,500	
 	
Depreciable property	18,491	
 	855,200	
 	
Manufactured homes	—	
 	24,000	
 	
In-place leases	2,099	
 	74,000	
 	
Net investment in real estate	25,000	
 	1,424,700	
 	
Notes receivable	—	
 	40,000	
 	
Other assets	29	
 	18,300	
 	
Total Assets acquired	25,029	
 	1,483,000	
 	
Liabilities assumed	 	 	
Mortgage notes payable	—	
 	548,000	
 	
Accrued payroll and other operating expenses	376	
 	3,000	
 	
Rents and other customer payments received in advance and security deposits	440	
 	5,000	
 	
Total Liabilities assumed	816	
 	556,000	
 	
Net consideration paid	$	24,213	
 	$	927,000	
 	
The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in Note 19—Acquisitions of the Notes to the Consolidated Financial Statements contained in the Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012, due primarily to adjustments to certain of our valuation assumptions based on more complete information concerning the subject assets and liabilities. None of these changes had a material impact on our Consolidated Financial Statements.
The following unaudited pro forma consolidated results of operations assumes that the 2011 Acquisition for the 2011 Acquisition Properties and related debt and equity issuances had occurred on January 1, 2011. The unaudited pro forma results of operations are based upon historical financial statements. The unaudited pro forma results do not purport to represent what the actual results of operations of the Company would have been, nor do they purport to predict the results of operations of future periods.
Unaudited Pro Forma Results of Operations(1) 
(amounts in thousands, except per share data)

 	December 31, 2011	
Total revenues	$	676,819	
 	
Net income available for Common Shares	$	17,441	
 	
Earnings per Common Share – Basic	$	0.45	
 	
Earnings per Common Share – Fully Diluted(2)	$	0.44	
 	
_________________________________
 	 	
1.	The following expenses, except for c. below, are not reflected in the Unaudited Pro Forma Results of Operations as they are either short-term in nature or are not reflective of the historical results of the Company or the seller:	
 	 	
a.	Annual incremental property management expenses associated with the 2011 Acquisition.	
 	 	
b.	Annual incremental general and administrative expenses associated with the 2011 Acquisition.	
 	 	
c.	For the year ended December 31, 2011, the Company has estimated the amortization expense of an intangible asset for in-place leases to be approximately $73.6 million. The estimated useful life for acquired in-place leases is one year.	
 	 	
2.	For the year ended December 31, 2011, the Company’s weighted average of approximately 4.6 million common OP Units (which were dilutive to the Company’s historical operations) were anti-dilutive, and therefore were excluded from the computation of the Pro Forma Earnings per Common Share—Fully Diluted.	

F-37

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments
Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income (“NOI”). NOI is defined as total operations revenues less total operations expenses. Segments are assessed before interest income, depreciation and amortization of in-place leases.
The Company has two reportable segments which are: (i) the Property Operations and (ii) Home Sales and Rentals Operations Segments. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties.
All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2012, 2011, and 2010.
The following tables summarize the Company’s segment financial information (amounts in thousands):
Year Ended December 31, 2012 

 	Property
Operations	 	Home Sales
and Rentals
Operations	 	Consolidated	
Operations revenues	$	669,270	
 	 	$	23,805	
 	 	$	693,075	
 	
Operations expenses	(320,726	)	 	(18,245	)	 	(338,971	)	
Income from segment operations	348,544	
 	 	5,560	
 	 	354,104	
 	
Interest income	3,075	
 	 	6,488	
 	 	9,563	
 	
Depreciation on real estate and rental homes	(98,713	)	 	(6,204	)	 	(104,917	)	
Amortization of in-place leases	(44,010	)	 	(1,112	)	 	(45,122	)	
Income from operations	$	208,896	
 	 	$	4,732	
 	 	213,628	
 	
Reconciliation to Consolidated net income	 	 	 	 	 	
Other revenues	 	 	 	 	7,239	
 	
General and administrative	 	 	 	 	(26,744	)	
Acquisition costs	 	 	 	 	(180	)	
Interest and related amortization	 	 	 	 	(124,524	)	
Rent control initiatives and other	 	 	 	 	(1,456	)	
Equity in income of unconsolidated joint ventures	 	 	 	 	1,899	
 	
Gain on sale of property, net of tax	 	 	 	 	4,596	
 	
Consolidated net income	 	 	 	 	$	74,458	
 	
Total assets	$	3,078,304	
 	 	$	319,922	
 	 	$	3,398,226	
 	
Capital improvements	$	30,863	
 	 	$	44,397	
 	 	$	75,260	

F-38

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments (continued)

Year Ended December 31, 2011  

 	Property
Operations	 	Home Sales
and  Rentals
Operations	 	Consolidated	
Operations revenues	$	560,883	
 	 	$	14,864	
 	 	$	575,747	
 	
Operations expenses	(279,748	)	 	(12,122	)	 	(291,870	)	
Income from segment operations	281,135	
 	 	2,742	
 	 	283,877	
 	
Interest income	3,377	
 	 	3,340	
 	 	6,717	
 	
Depreciation on real estate and rental homes	(79,923	)	 	(4,334	)	 	(84,257	)	
Amortization of in-place leases	(27,707	)	 	(772	)	 	(28,479	)	
Income from operations	$	176,882	
 	 	$	976	
 	 	177,858	
 	
Reconciliation to Consolidated net income	 	 	 	 	 	
Other revenues	 	 	 	 	6,735	
 	
General and administrative	 	 	 	 	(23,833	)	
Acquisition costs	 	 	 	 	(18,493	)	
Interest and related amortization	 	 	 	 	(99,668	)	
Rent control initiatives and other	 	 	 	 	(2,043	)	
Equity in income of unconsolidated joint ventures	 	 	 	 	1,948	
 	
Consolidated net income	 	 	 	 	$	42,504	
 	
Total assets	$	3,274,200	
 	 	$	221,901	
 	 	$	3,496,101	
 	
Capital improvements	$	26,224	
 	 	$	35,808	
 	 	$	62,032	
 	
Year Ended December 31, 2010 

 	Property
Operations	 	Home Sales
and  Rentals
Operations	 	Consolidated	
Operations revenues	$	495,150	
 	 	$	11,990	
 	 	$	507,140	
 	
Operations expenses	(257,616	)	 	(10,585	)	 	(268,201	)	
Income from segment operations	237,534	
 	 	1,405	
 	 	238,939	
 	
Interest income	3,263	
 	 	782	
 	 	4,045	
 	
Depreciation on real estate and rental homes	(68,067	)	 	(2,885	)	 	(70,952	)	
Income from operations	$	172,730	
 	 	$	(698	)	 	172,032	
 	
Reconciliation to Consolidated net income	 	 	 	 	 	
Other revenues	 	 	 	 	6,114	
 	
General and administrative	 	 	 	 	(22,559	)	
Goodwill impairment	 	 	 	 	(3,635	)	
Interest and related amortization	 	 	 	 	(91,151	)	
Rent control initiatives and other	 	 	 	 	(2,200	)	
Equity in income of unconsolidated joint ventures	 	 	 	 	2,027	
 	
Loss from sale of property	 	 	 	 	(231	)	
Consolidated net income	 	 	 	 	$	60,397	
 	
Total assets	$	1,914,578	
 	 	$	133,817	
 	 	$	2,048,395	
 	
Capital improvements	$	28,852	
 	 	$	19,777	
 	 	$	48,629	

F-39

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments (continued)
The following table summarizes the Company’s financial information for the Property Operations segment for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands):  

 	 	December 31,
2012	 	December 31,
2011	 	December 31,
2010	
Revenues:	 	 	 	 	 	 	
Community base rental income	 	$	414,170	
 	 	$	318,851	
 	 	$	259,351	
 	
Resort base rental income	 	134,327	
 	 	130,489	
 	 	129,481	
 	
Right-to-use annual payments	 	47,662	
 	 	49,122	
 	 	49,831	
 	
Right-to-use contracts current period, gross	 	13,433	
 	 	17,856	
 	 	19,496	
 	
Right-to-use contracts current period, deferred	 	(6,694	)	 	(11,936	)	 	(14,856	)	
Utility income and other	 	64,432	
 	 	53,843	
 	 	48,357	
 	
Ancillary services revenues, net	 	1,940	
 	 	2,658	
 	 	3,490	
 	
Total property operations revenues	 	669,270	
 	 	560,883	
 	 	495,150	
 	
Expenses:	 	 	 	 	 	 	
Property operating and maintenance	 	226,952	
 	 	200,623	
 	 	185,786	
 	
Real estate taxes	 	47,623	
 	 	37,619	
 	 	32,110	
 	
Sales and marketing, gross	 	10,846	
 	 	11,219	
 	 	12,606	
 	
Sales and marketing deferred commissions, net	 	(3,155	)	 	(4,789	)	 	(5,525	)	
Property management	 	38,460	
 	 	35,076	
 	 	32,639	
 	
Total property operations expenses	 	320,726	
 	 	279,748	
 	 	257,616	
 	
Income from property operations segment	 	$	348,544	
 	 	$	281,135	
 	 	$	237,534	
 	
The following table summarizes the Company’s financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands):  

 	December 31,
2012	 	December 31,
2011	 	December 31,
2010	
Revenues:	 	 	 	 	 	
Gross revenue from home sales	$	8,566	
 	 	$	6,088	
 	 	$	6,120	
 	
Brokered resale revenues, net	1,174	
 	 	806	
 	 	918	
 	
Rental home income (a)	14,065	
 	 	7,970	
 	 	4,952	
 	
Total revenues	23,805	
 	 	14,864	
 	 	11,990	
 	
Expenses:	 	 	 	 	 	
Cost of home sales	9,475	
 	 	5,683	
 	 	5,396	
 	
Home selling expenses	1,411	
 	 	1,589	
 	 	2,078	
 	
Rental home operating and maintenance	7,359	
 	 	4,850	
 	 	3,111	
 	
Total expenses	18,245	
 	 	12,122	
 	 	10,585	
 	
Income from home sales and rentals operations segment	$	5,560	
 	 	$	2,742	
 	 	$	1,405	

(a)	Does not include approximately $36.2 million, $23.9 million, and $15.3 million of site rental income included in Community base rental income for the years ended December 31, 2012, 2011, and 2010, respectively. 	

F-40

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 21—Quarterly Financial Data (unaudited)
The following is unaudited quarterly data for 2012 and 2011 (amounts in thousands, except for per share amounts):

2012	 	First
Quarter
03/31	 	Second
Quarter
6/30	 	Third
Quarter
9/30	 	Fourth
Quarter
12/31	
Total revenues	 	$	181,291	
 	 	$	174,827	
 	 	$	181,828	
 	 	$	171,931	
 	
Income from operations	 	$	52,960	
 	 	$	42,291	
 	 	$	56,854	
 	 	$	61,523	
 	
Consolidated net income	 	$	17,653	
 	 	$	6,299	
 	 	$	21,492	
 	 	$	29,014	
 	
Net income available for Common Shares	 	$	12,431	
 	 	$	2,064	
 	 	$	16,009	
 	 	$	24,274	
 	
Weighted average Common Shares outstanding—Basic	 	41,088	
 	 	41,131	
 	 	41,190	
 	 	41,285	
 	
Weighted average Common Shares outstanding—Diluted	 	45,369	
 	 	45,390	
 	 	45,447	
 	 	45,472	
 	
Net income per Common Share outstanding—Basic	 	$	0.30	
 	 	$	0.05	
 	 	$	0.39	
 	 	$	0.59	
 	
Net income per Common Share outstanding—Diluted	 	$	0.30	
 	 	$	0.05	
 	 	$	0.39	
 	 	$	0.58	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2011	 	First
Quarter
03/31	 	Second
Quarter
6/30	 	Third
Quarter
9/30	 	Fourth
Quarter
12/31	
Total revenues (a)	 	$	135,143	
 	 	$	127,690	
 	 	$	164,045	
 	 	$	162,321	
 	
Income from operations (a)	 	$	51,437	
 	 	$	40,235	
 	 	$	44,743	
 	 	$	41,443	
 	
Consolidated net income (a)	 	$	25,632	
 	 	$	11,654	
 	 	$	1,356	
 	 	$	3,862	
 	
Net income (loss) available for Common Shares (a)	 	$	18,960	
 	 	$	6,827	
 	 	$	(2,852	)	 	$	(160	)	
Weighted average Common Shares outstanding—Basic	 	30,996	
 	 	32,629	
 	 	38,346	
 	 	40,263	
 	
Weighted average Common Shares outstanding—Diluted	 	35,609	
 	 	37,262	
 	 	43,602	
 	 	45,296	
 	
Net income (loss) per Common Share outstanding—Basic	 	$	0.61	
 	 	$	0.21	
 	 	$	(0.07	)	 	$0.00	
Net income (loss) per Common Share outstanding—Diluted	 	$	0.61	
 	 	$	0.20	
 	 	$	(0.07	)	 	$0.00	
______________________________________
 	 	
(a)	Certain 2011 amounts have been reclassified to conform to the 2012 presentation. The reclassification had no material effect on the consolidated financial statements.	

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
Properties Held for Long Term	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Hidden Cove	 	 Arley	 	 AL	 	$	—	
 	 	$	212	
 	 	$	610	
 	 	$	—	
 	 	$	22	
 	 	$	212	
 	 	$	632	
 	 	$	844	
 	 	$	(153	)	 	2006	
 Apache East	 	 Apache Junction	 	 AZ	 	—	
 	 	2,236	
 	 	4,181	
 	 	—	
 	 	—	
 	 	2,236	
 	 	4,181	
 	 	6,417	
 	 	(487	)	 	2011	
 Apollo Village	 	 Phoenix	 	 AZ	 	—	
 	 	932	
 	 	3,219	
 	 	—	
 	 	1,464	
 	 	932	
 	 	4,683	
 	 	5,615	
 	 	(2,533	)	 	1994	
 Araby	 	 Yuma	 	 AZ	 	(3,020	)	 	1,440	
 	 	4,345	
 	 	—	
 	 	685	
 	 	1,440	
 	 	5,030	
 	 	6,470	
 	 	(1,449	)	 	2003	
 Cactus Gardens	 	 Yuma	 	 AZ	 	(4,214	)	 	1,992	
 	 	5,984	
 	 	—	
 	 	321	
 	 	1,992	
 	 	6,305	
 	 	8,297	
 	 	(1,784	)	 	2004	
 Capri RV	 	 Yuma	 	 AZ	 	(4,685	)	 	1,595	
 	 	4,774	
 	 	—	
 	 	219	
 	 	1,595	
 	 	4,993	
 	 	6,588	
 	 	(1,133	)	 	2006	
 Carefree Manor	 	 Phoenix	 	 AZ	 	—	
 	 	706	
 	 	3,040	
 	 	—	
 	 	823	
 	 	706	
 	 	3,863	
 	 	4,569	
 	 	(1,834	)	 	1998	
 Casa del Sol East II	 	 Glendale	 	 AZ	 	(4,459	)	 	2,103	
 	 	6,283	
 	 	—	
 	 	2,741	
 	 	2,103	
 	 	9,024	
 	 	11,127	
 	 	(3,443	)	 	1996	
 Casa del Sol East III	 	 Glendale	 	 AZ	 	—	
 	 	2,450	
 	 	7,452	
 	 	—	
 	 	699	
 	 	2,450	
 	 	8,151	
 	 	10,601	
 	 	(3,902	)	 	1998	
 Casa del Sol West I	 	 Peoria	 	 AZ	 	(9,478	)	 	2,215	
 	 	6,467	
 	 	—	
 	 	2,200	
 	 	2,215	
 	 	8,667	
 	 	10,882	
 	 	(3,639	)	 	1996	
 Casita Verde RV	 	 Casa Grande	 	 AZ	 	(2,108	)	 	719	
 	 	2,179	
 	 	—	
 	 	80	
 	 	719	
 	 	2,259	
 	 	2,978	
 	 	(528	)	 	2006	
 Central Park	 	 Phoenix	 	 AZ	 	(11,672	)	 	1,612	
 	 	3,784	
 	 	—	
 	 	1,568	
 	 	1,612	
 	 	5,352	
 	 	6,964	
 	 	(4,401	)	 	1983	
 Countryside RV	 	 Apache Junction	 	 AZ	 	—	
 	 	2,056	
 	 	6,241	
 	 	—	
 	 	1,108	
 	 	2,056	
 	 	7,349	
 	 	9,405	
 	 	(2,469	)	 	2002	
 Denali Park	 	 Apache Junction	 	 AZ	 	—	
 	 	2,394	
 	 	4,016	
 	 	—	
 	 	9	
 	 	2,394	
 	 	4,025	
 	 	6,419	
 	 	(466	)	 	2011	
 Desert Paradise	 	 Yuma	 	 AZ	 	(1,272	)	 	666	
 	 	2,011	
 	 	—	
 	 	187	
 	 	666	
 	 	2,198	
 	 	2,864	
 	 	(664	)	 	2004	
 Desert Skies	 	 Phoenix	 	 AZ	 	(4,660	)	 	792	
 	 	3,126	
 	 	—	
 	 	691	
 	 	792	
 	 	3,817	
 	 	4,609	
 	 	(1,846	)	 	1998	
 Desert Vista	 	 Salome	 	 AZ	 	—	
 	 	66	
 	 	268	
 	 	—	
 	 	47	
 	 	66	
 	 	315	
 	 	381	
 	 	(35	)	 	2010	
 Fairview Manor	 	 Tucson	 	 AZ	 	—	
 	 	1,674	
 	 	4,708	
 	 	—	
 	 	2,015	
 	 	1,674	
 	 	6,723	
 	 	8,397	
 	 	(3,223	)	 	1998	
 Fiesta Grande RV	 	 Casa Grande	 	 AZ	 	(8,902	)	 	2,869	
 	 	8,653	
 	 	—	
 	 	420	
 	 	2,869	
 	 	9,073	
 	 	11,942	
 	 	(2,084	)	 	2006	
 Foothill	 	 Yuma	 	 AZ	 	—	
 	 	459	
 	 	1,402	
 	 	—	
 	 	208	
 	 	459	
 	 	1,610	
 	 	2,069	
 	 	(487	)	 	2003	
 Foothills West RV	 	 Casa Grande	 	 AZ	 	(2,179	)	 	747	
 	 	2,261	
 	 	—	
 	 	244	
 	 	747	
 	 	2,505	
 	 	3,252	
 	 	(567	)	 	2006	
 Golden Sun RV	 	 Apache Junction	 	 AZ	 	—	
 	 	1,678	
 	 	5,049	
 	 	—	
 	 	247	
 	 	1,678	
 	 	5,296	
 	 	6,974	
 	 	(1,858	)	 	2002	
 Hacienda De Valencia	 	 Mesa	 	 AZ	 	(13,933	)	 	833	
 	 	2,701	
 	 	—	
 	 	4,540	
 	 	833	
 	 	7,241	
 	 	8,074	
 	 	(4,652	)	 	1984	
 Mesa Verde	 	 Cottonwood	 	 AZ	 	—	
 	 	1,387	
 	 	4,148	
 	 	—	
 	 	421	
 	 	1,387	
 	 	4,569	
 	 	5,956	
 	 	(935	)	 	2007	
 Monte Vista	 	 Mesa	 	 AZ	 	(25,290	)	 	11,402	
 	 	34,355	
 	 	—	
 	 	3,731	
 	 	11,402	
 	 	38,086	
 	 	49,488	
 	 	(10,745	)	 	2004	
 Palm Shadows	 	 Glendale	 	 AZ	 	(5,994	)	 	1,400	
 	 	4,218	
 	 	—	
 	 	1,079	
 	 	1,400	
 	 	5,297	
 	 	6,697	
 	 	(3,288	)	 	1993	
 Paradise	 	 Sun City	 	 AZ	 	(14,575	)	 	6,414	
 	 	19,263	
 	 	11	
 	 	2,055	
 	 	6,425	
 	 	21,318	
 	 	27,743	
 	 	(6,590	)	 	2004	
 Sedona Shadows	 	 Sedona	 	 AZ	 	(10,684	)	 	1,096	
 	 	3,431	
 	 	—	
 	 	1,333	
 	 	1,096	
 	 	4,764	
 	 	5,860	
 	 	(2,262	)	 	1997	
 Seyenna Vistas	 	 Mesa	 	 AZ	 	—	
 	 	1,360	
 	 	4,660	
 	 	—	
 	 	2,646	
 	 	1,360	
 	 	7,306	
 	 	8,666	
 	 	(4,017	)	 	1994	
 Suni Sands	 	 Yuma	 	 AZ	 	(2,779	)	 	1,249	
 	 	3,759	
 	 	—	
 	 	338	
 	 	1,249	
 	 	4,097	
 	 	5,346	
 	 	(1,217	)	 	2004	

S-1

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Sunrise Heights	 	 Phoenix	 	 AZ	 	$	(5,087	)	 	$	1,000	
 	 	$	3,016	
 	 	$	—	
 	 	$	1,490	
 	 	$	1,000	
 	 	$	4,506	
 	 	$	5,506	
 	 	$	(2,376	)	 	1994	
 Sunshine Valley	 	 Chandler	 	 AZ	 	(4,677	)	 	9,139	
 	 	12,912	
 	 	—	
 	 	22	
 	 	9,139	
 	 	12,934	
 	 	22,073	
 	 	(1,463	)	 	2011	
 The Highlands at Brentwood	 	 Mesa	 	 AZ	 	(10,076	)	 	1,997	
 	 	6,024	
 	 	—	
 	 	1,990	
 	 	1,997	
 	 	8,014	
 	 	10,011	
 	 	(4,728	)	 	1993	
 The Meadows	 	 Tempe	 	 AZ	 	—	
 	 	2,613	
 	 	7,887	
 	 	—	
 	 	3,744	
 	 	2,613	
 	 	11,631	
 	 	14,244	
 	 	(6,397	)	 	1994	
 Valley Vista	 	 Benson	 	 AZ	 	—	
 	 	115	
 	 	429	
 	 	—	
 	 	35	
 	 	115	
 	 	464	
 	 	579	
 	 	(45	)	 	2010	
 Venture In	 	 Show Low	 	 AZ	 	(6,279	)	 	2,050	
 	 	6,188	
 	 	—	
 	 	348	
 	 	2,050	
 	 	6,536	
 	 	8,586	
 	 	(1,540	)	 	2006	
 Verde Valley	 	 Cottonwood	 	 AZ	 	—	
 	 	1,437	
 	 	3,390	
 	 	19	
 	 	991	
 	 	1,456	
 	 	4,381	
 	 	5,837	
 	 	(1,148	)	 	2004	
 Viewpoint	 	 Mesa	 	 AZ	 	(59,502	)	 	24,890	
 	 	56,340	
 	 	15	
 	 	5,895	
 	 	24,905	
 	 	62,235	
 	 	87,140	
 	 	(18,182	)	 	2004	
 Westpark	 	 Wickenburg	 	 AZ	 	—	
 	 	4,495	
 	 	10,517	
 	 	—	
 	 	61	
 	 	4,495	
 	 	10,578	
 	 	15,073	
 	 	(1,095	)	 	2011	
 Whispering Palms	 	 Phoenix	 	 AZ	 	(2,973	)	 	670	
 	 	2,141	
 	 	—	
 	 	323	
 	 	670	
 	 	2,464	
 	 	3,134	
 	 	(1,262	)	 	1998	
 Cultus Lake	 	 Lindell Beach	 	 BC	 	—	
 	 	410	
 	 	968	
 	 	5	
 	 	193	
 	 	415	
 	 	1,161	
 	 	1,576	
 	 	(306	)	 	2004	
 California Hawaiian	 	 San Jose	 	 CA	 	(31,587	)	 	5,825	
 	 	17,755	
 	 	—	
 	 	3,230	
 	 	5,825	
 	 	20,985	
 	 	26,810	
 	 	(10,481	)	 	1997	
 Colony Park	 	 Ceres	 	 CA	 	(5,258	)	 	890	
 	 	2,837	
 	 	—	
 	 	757	
 	 	890	
 	 	3,594	
 	 	4,484	
 	 	(1,865	)	 	1998	
 Concord Cascade	 	 Pacheco	 	 CA	 	(11,548	)	 	985	
 	 	3,016	
 	 	—	
 	 	1,952	
 	 	985	
 	 	4,968	
 	 	5,953	
 	 	(3,879	)	 	1983	
 Contempo Marin	 	 San Rafael	 	 CA	 	—	
 	 	4,787	
 	 	16,379	
 	 	—	
 	 	3,251	
 	 	4,787	
 	 	19,630	
 	 	24,417	
 	 	(11,973	)	 	1994	
 Coralwood	 	 Modesto	 	 CA	 	(5,726	)	 	—	
 	 	5,047	
 	 	—	
 	 	530	
 	 	—	
 	 	5,577	
 	 	5,577	
 	 	(2,910	)	 	1997	
 Date Palm Country Club	 	 Cathedral City	 	 CA	 	—	
 	 	4,115	
 	 	14,064	
 	 	—	
 	 	4,721	
 	 	4,115	
 	 	18,785	
 	 	22,900	
 	 	(11,471	)	 	1994	
 Date Palm RV	 	 Cathedral City	 	 CA	 	—	
 	 	—	
 	 	216	
 	 	—	
 	 	322	
 	 	—	
 	 	538	
 	 	538	
 	 	(338	)	 	1994	
 DeAnza Santa Cruz	 	 Santa Cruz	 	 CA	 	(12,985	)	 	2,103	
 	 	7,201	
 	 	—	
 	 	2,371	
 	 	2,103	
 	 	9,572	
 	 	11,675	
 	 	(5,472	)	 	1994	
 Four Seasons	 	 Fresno	 	 CA	 	—	
 	 	756	
 	 	2,348	
 	 	—	
 	 	470	
 	 	756	
 	 	2,818	
 	 	3,574	
 	 	(1,435	)	 	1997	
 Idyllwild	 	 Pine Cove	 	 CA	 	—	
 	 	313	
 	 	737	
 	 	4	
 	 	821	
 	 	317	
 	 	1,558	
 	 	1,875	
 	 	(371	)	 	2004	
 Laguna Lake	 	 San Luis Obispo	 	 CA	 	—	
 	 	2,845	
 	 	6,520	
 	 	—	
 	 	584	
 	 	2,845	
 	 	7,104	
 	 	9,949	
 	 	(3,619	)	 	1998	
 Lake Minden	 	 Nicolaus	 	 CA	 	—	
 	 	961	
 	 	2,267	
 	 	13	
 	 	718	
 	 	974	
 	 	2,985	
 	 	3,959	
 	 	(779	)	 	2004	
 Lake of the Springs	 	 Oregon House	 	 CA	 	—	
 	 	1,062	
 	 	2,504	
 	 	14	
 	 	979	
 	 	1,076	
 	 	3,483	
 	 	4,559	
 	 	(835	)	 	2004	
 Lamplighter	 	 Spring Valley	 	 CA	 	(22,793	)	 	633	
 	 	2,201	
 	 	—	
 	 	1,305	
 	 	633	
 	 	3,506	
 	 	4,139	
 	 	(2,845	)	 	1983	
 Las Palmas	 	 Rialto	 	 CA	 	(3,332	)	 	1,295	
 	 	3,866	
 	 	—	
 	 	476	
 	 	1,295	
 	 	4,342	
 	 	5,637	
 	 	(1,255	)	 	2004	
 Los Ranchos	 	 Apple Valley	 	 CA	 	(13,462	)	 	8,336	
 	 	15,774	
 	 	—	
 	 	96	
 	 	8,336	
 	 	15,870	
 	 	24,206	
 	 	(1,795	)	 	2011	
 Meadowbrook	 	 Santee	 	 CA	 	—	
 	 	4,345	
 	 	12,528	
 	 	—	
 	 	1,999	
 	 	4,345	
 	 	14,527	
 	 	18,872	
 	 	(7,018	)	 	1998	
 Monte del Lago	 	 Castroville	 	 CA	 	(20,698	)	 	3,150	
 	 	9,469	
 	 	—	
 	 	2,782	
 	 	3,150	
 	 	12,251	
 	 	15,401	
 	 	(5,963	)	 	1997	
 Morgan Hill	 	 Morgan Hill	 	 CA	 	—	
 	 	1,856	
 	 	4,378	
 	 	25	
 	 	564	
 	 	1,881	
 	 	4,942	
 	 	6,823	
 	 	(1,295	)	 	2004	

S-2

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Real Estate (1)	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Nicholson Plaza	 	 San Jose	 	 CA	 	$	—	
 	 	$	—	
 	 	$	4,512	
 	 	$	—	
 	 	$	286	
 	 	$	—	
 	 	$	4,798	
 	 	$	4,798	
 	 	$	(2,449	)	 	1997	
 Oakzanita Springs	 	 Descanso	 	 CA	 	—	
 	 	396	
 	 	934	
 	 	5	
 	 	918	
 	 	401	
 	 	1,852	
 	 	2,253	
 	 	(468	)	 	2004	
 Pacific Dunes Ranch	 	 Oceana	 	 CA	 	(5,257	)	 	1,940	
 	 	5,632	
 	 	—	
 	 	1,074	
 	 	1,940	
 	 	6,706	
 	 	8,646	
 	 	(1,637	)	 	2004	
 Palm Springs	 	 Palm Desert	 	 CA	 	—	
 	 	1,811	
 	 	4,271	
 	 	24	
 	 	650	
 	 	1,835	
 	 	4,921	
 	 	6,756	
 	 	(1,296	)	 	2004	
 Parque La Quinta	 	 Rialto	 	 CA	 	(4,469	)	 	1,799	
 	 	5,450	
 	 	—	
 	 	396	
 	 	1,799	
 	 	5,846	
 	 	7,645	
 	 	(1,727	)	 	2004	
 Pio Pico	 	 Jamul	 	 CA	 	—	
 	 	2,626	
 	 	6,194	
 	 	35	
 	 	1,727	
 	 	2,661	
 	 	7,921	
 	 	10,582	
 	 	(1,953	)	 	2004	
 Ponderosa	 	 Lotus	 	 CA	 	—	
 	 	900	
 	 	2,100	
 	 	—	
 	 	338	
 	 	900	
 	 	2,438	
 	 	3,338	
 	 	(548	)	 	2006	
 Quail Meadows	 	 Riverbank	 	 CA	 	(4,765	)	 	1,155	
 	 	3,469	
 	 	—	
 	 	469	
 	 	1,155	
 	 	3,938	
 	 	5,093	
 	 	(1,921	)	 	1998	
 Rancho Mesa	 	 El Cajon	 	 CA	 	(8,866	)	 	2,130	
 	 	6,389	
 	 	—	
 	 	795	
 	 	2,130	
 	 	7,184	
 	 	9,314	
 	 	(3,436	)	 	1998	
 Rancho Oso	 	 Santa Barbara	 	 CA	 	—	
 	 	860	
 	 	2,029	
 	 	11	
 	 	810	
 	 	871	
 	 	2,839	
 	 	3,710	
 	 	(701	)	 	2004	
 Rancho Valley	 	 El Cajon	 	 CA	 	(7,164	)	 	685	
 	 	1,902	
 	 	—	
 	 	1,235	
 	 	685	
 	 	3,137	
 	 	3,822	
 	 	(2,493	)	 	1983	
 Royal Holiday	 	 Hemet	 	 CA	 	—	
 	 	778	
 	 	2,643	
 	 	—	
 	 	2,389	
 	 	778	
 	 	5,032	
 	 	5,810	
 	 	(1,912	)	 	1998	
 Royal Oaks	 	 Visalia	 	 CA	 	—	
 	 	602	
 	 	1,921	
 	 	—	
 	 	741	
 	 	602	
 	 	2,662	
 	 	3,264	
 	 	(1,278	)	 	1997	
 Russian River	 	 Cloverdale	 	 CA	 	—	
 	 	368	
 	 	868	
 	 	5	
 	 	143	
 	 	373	
 	 	1,011	
 	 	1,384	
 	 	(268	)	 	2004	
 San Benito	 	 Paicines	 	 CA	 	—	
 	 	1,411	
 	 	3,328	
 	 	19	
 	 	862	
 	 	1,430	
 	 	4,190	
 	 	5,620	
 	 	(1,099	)	 	2004	
 San Francisco RV	 	 Pacifica	 	 CA	 	—	
 	 	1,660	
 	 	4,973	
 	 	—	
 	 	654	
 	 	1,660	
 	 	5,627	
 	 	7,287	
 	 	(1,390	)	 	2005	
 Santa Cruz Ranch RV	 	 Scotts Valley	 	 CA	 	—	
 	 	1,595	
 	 	3,937	
 	 	—	
 	 	303	
 	 	1,595	
 	 	4,240	
 	 	5,835	
 	 	(753	)	 	2007	
 Santiago Estates	 	 Sylmar	 	 CA	 	(14,625	)	 	3,562	
 	 	10,767	
 	 	—	
 	 	1,380	
 	 	3,562	
 	 	12,147	
 	 	15,709	
 	 	(5,906	)	 	1998	
 Sea Oaks	 	 Los Osos	 	 CA	 	—	
 	 	871	
 	 	2,703	
 	 	—	
 	 	513	
 	 	871	
 	 	3,216	
 	 	4,087	
 	 	(1,592	)	 	1997	
 Snowflower	 	 Emigrant Gap	 	 CA	 	—	
 	 	308	
 	 	727	
 	 	4	
 	 	466	
 	 	312	
 	 	1,193	
 	 	1,505	
 	 	(278	)	 	2004	
 Soledad Canyon	 	 Acton	 	 CA	 	—	
 	 	2,933	
 	 	6,917	
 	 	39	
 	 	1,690	
 	 	2,972	
 	 	8,607	
 	 	11,579	
 	 	(2,166	)	 	2004	
 Sunshadow	 	 San Jose	 	 CA	 	—	
 	 	—	
 	 	5,707	
 	 	—	
 	 	332	
 	 	—	
 	 	6,039	
 	 	6,039	
 	 	(3,078	)	 	1997	
 Tahoe Valley	 	 Lake Tahoe	 	 CA	 	—	
 	 	1,357	
 	 	4,071	
 	 	—	
 	 	254	
 	 	1,357	
 	 	4,325	
 	 	5,682	
 	 	(1,296	)	 	2004	
 Turtle Beach	 	 Manteca	 	 CA	 	—	
 	 	268	
 	 	633	
 	 	4	
 	 	185	
 	 	272	
 	 	818	
 	 	1,090	
 	 	(202	)	 	2004	
 Village of the Four Seasons	 	 San Jose	 	 CA	 	(13,420	)	 	5,229	
 	 	15,714	
 	 	—	
 	 	649	
 	 	5,229	
 	 	16,363	
 	 	21,592	
 	 	(4,672	)	 	2004	
 Westwinds (4 properties)	 	 San Jose	 	 CA	 	—	
 	 	—	
 	 	17,616	
 	 	—	
 	 	7,199	
 	 	—	
 	 	24,815	
 	 	24,815	
 	 	(12,699	)	 	1997	
 Wilderness Lake	 	 Menifee	 	 CA	 	—	
 	 	2,157	
 	 	5,088	
 	 	29	
 	 	787	
 	 	2,186	
 	 	5,875	
 	 	8,061	
 	 	(1,616	)	 	2004	
 Yosemite Lakes	 	 Groveland	 	 CA	 	—	
 	 	2,045	
 	 	4,823	
 	 	27	
 	 	1,631	
 	 	2,072	
 	 	6,454	
 	 	8,526	
 	 	(1,579	)	 	2004	
 Bear Creek	 	 Denver	 	 CO	 	(4,507	)	 	1,100	
 	 	3,359	
 	 	—	
 	 	451	
 	 	1,100	
 	 	3,810	
 	 	4,910	
 	 	(1,858	)	 	1998	
 Cimarron	 	 Broomfield	 	 CO	 	(14,823	)	 	863	
 	 	2,790	
 	 	—	
 	 	978	
 	 	863	
 	 	3,768	
 	 	4,631	
 	 	(3,245	)	 	1983	

S-3

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Golden Terrace	 	 Golden	 	 CO	 	$	(13,343	)	 	$	826	
 	 	$	2,415	
 	 	$	—	
 	 	$	1,786	
 	 	$	826	
 	 	$	4,201	
 	 	$	5,027	
 	 	$	(2,865	)	 	1983	
 Golden Terrace South	 	 Golden	 	 CO	 	—	
 	 	750	
 	 	2,265	
 	 	—	
 	 	798	
 	 	750	
 	 	3,063	
 	 	3,813	
 	 	(1,549	)	 	1997	
 Golden Terrace West	 	 Golden	 	 CO	 	(15,841	)	 	1,694	
 	 	5,065	
 	 	—	
 	 	1,064	
 	 	1,694	
 	 	6,129	
 	 	7,823	
 	 	(5,037	)	 	1986	
 Hillcrest Village	 	 Aurora	 	 CO	 	(25,197	)	 	1,912	
 	 	5,202	
 	 	289	
 	 	3,183	
 	 	2,201	
 	 	8,385	
 	 	10,586	
 	 	(7,036	)	 	1983	
 Holiday Hills	 	 Denver	 	 CO	 	(34,839	)	 	2,159	
 	 	7,780	
 	 	—	
 	 	5,066	
 	 	2,159	
 	 	12,846	
 	 	15,005	
 	 	(10,676	)	 	1983	
 Holiday Village	 	 Co. Springs	 	 CO	 	(10,938	)	 	567	
 	 	1,759	
 	 	—	
 	 	1,307	
 	 	567	
 	 	3,066	
 	 	3,633	
 	 	(2,496	)	 	1983	
 Pueblo Grande	 	 Pueblo	 	 CO	 	(7,229	)	 	241	
 	 	1,069	
 	 	—	
 	 	740	
 	 	241	
 	 	1,809	
 	 	2,050	
 	 	(1,452	)	 	1983	
 Woodland Hills	 	 Thornton	 	 CO	 	—	
 	 	1,928	
 	 	4,408	
 	 	—	
 	 	2,781	
 	 	1,928	
 	 	7,189	
 	 	9,117	
 	 	(4,415	)	 	1994	
 Stonegate Manor	 	 North Windham	 	 CT	 	(7,255	)	 	6,011	
 	 	12,336	
 	 	—	
 	 	82	
 	 	6,011	
 	 	12,418	
 	 	18,429	
 	 	(1,466	)	 	2011	
 Aspen Meadows	 	 Rehoboth	 	 DE	 	(5,191	)	 	1,148	
 	 	3,460	
 	 	—	
 	 	533	
 	 	1,148	
 	 	3,993	
 	 	5,141	
 	 	(1,992	)	 	1998	
 Camelot Meadows	 	 Rehoboth	 	 DE	 	(12,011	)	 	527	
 	 	2,058	
 	 	1,251	
 	 	4,362	
 	 	1,778	
 	 	6,420	
 	 	8,198	
 	 	(3,050	)	 	1998	
 Mariners Cove	 	 Millsboro	 	 DE	 	(15,195	)	 	990	
 	 	2,971	
 	 	—	
 	 	5,721	
 	 	990	
 	 	8,692	
 	 	9,682	
 	 	(5,254	)	 	1987	
 McNicol	 	 Rehoboth	 	 DE	 	(2,503	)	 	562	
 	 	1,710	
 	 	—	
 	 	209	
 	 	562	
 	 	1,919	
 	 	2,481	
 	 	(903	)	 	1998	
 Sweetbriar	 	 Rehoboth	 	 DE	 	(2,808	)	 	498	
 	 	1,527	
 	 	—	
 	 	463	
 	 	498	
 	 	1,990	
 	 	2,488	
 	 	(1,069	)	 	1998	
 Waterford	 	 Bear	 	 DE	 	(28,589	)	 	5,250	
 	 	16,202	
 	 	—	
 	 	1,520	
 	 	5,250	
 	 	17,722	
 	 	22,972	
 	 	(6,058	)	 	1996	
 Whispering Pines	 	 Lewes	 	 DE	 	(9,116	)	 	1,536	
 	 	4,609	
 	 	—	
 	 	1,551	
 	 	1,536	
 	 	6,160	
 	 	7,696	
 	 	(4,451	)	 	1988	
 Audubon	 	 Orlando	 	 FL	 	(6,711	)	 	4,622	
 	 	7,200	
 	 	—	
 	 	25	
 	 	4,622	
 	 	7,225	
 	 	11,847	
 	 	(885	)	 	2011	
 Barrington Hills	 	 Hudson	 	 FL	 	—	
 	 	1,145	
 	 	3,437	
 	 	—	
 	 	522	
 	 	1,145	
 	 	3,959	
 	 	5,104	
 	 	(1,232	)	 	2004	
 Bay Indies	 	 Venice	 	 FL	 	(73,673	)	 	10,483	
 	 	31,559	
 	 	10	
 	 	5,637	
 	 	10,493	
 	 	37,196	
 	 	47,689	
 	 	(22,073	)	 	1994	
 Bay Lake Estates	 	 Nokomis	 	 FL	 	—	
 	 	990	
 	 	3,390	
 	 	—	
 	 	1,703	
 	 	990	
 	 	5,093	
 	 	6,083	
 	 	(2,827	)	 	1994	
 Beacon Hill Colony	 	 Lakeland	 	 FL	 	(5,491	)	 	3,775	
 	 	6,405	
 	 	—	
 	 	6	
 	 	3,775	
 	 	6,411	
 	 	10,186	
 	 	(677	)	 	2011	
 Beacon Terrace	 	 Lakeland	 	 FL	 	(7,225	)	 	5,372	
 	 	9,153	
 	 	—	
 	 	54	
 	 	5,372	
 	 	9,207	
 	 	14,579	
 	 	(1,066	)	 	2011	
 Breezy Hill RV	 	 Pompano Beach	 	 FL	 	—	
 	 	5,424	
 	 	16,555	
 	 	—	
 	 	1,523	
 	 	5,424	
 	 	18,078	
 	 	23,502	
 	 	(6,125	)	 	2002	
 Buccaneer	 	 N. Ft. Myers	 	 FL	 	(35,448	)	 	4,207	
 	 	14,410	
 	 	—	
 	 	2,822	
 	 	4,207	
 	 	17,232	
 	 	21,439	
 	 	(10,023	)	 	1994	
 Bulow Plantation	 	 Flagler Beach	 	 FL	 	—	
 	 	3,637	
 	 	949	
 	 	—	
 	 	6,289	
 	 	3,637	
 	 	7,238	
 	 	10,875	
 	 	(3,312	)	 	1994	
 Bulow Village RV	 	 Flagler Beach	 	 FL	 	—	
 	 	—	
 	 	228	
 	 	—	
 	 	952	
 	 	—	
 	 	1,180	
 	 	1,180	
 	 	(403	)	 	2001	
 Carefree Cove	 	 Fort Lauderdale	 	 FL	 	(4,184	)	 	1,741	
 	 	5,170	
 	 	—	
 	 	562	
 	 	1,741	
 	 	5,732	
 	 	7,473	
 	 	(1,627	)	 	2004	
 Carefree Village	 	 Tampa	 	 FL	 	—	
 	 	6,799	
 	 	10,421	
 	 	—	
 	 	98	
 	 	6,799	
 	 	10,519	
 	 	17,318	
 	 	(1,342	)	 	2011	
 Carriage Cove	 	 Daytona Beach	 	 FL	 	(11,673	)	 	2,914	
 	 	8,682	
 	 	—	
 	 	1,254	
 	 	2,914	
 	 	9,936	
 	 	12,850	
 	 	(4,979	)	 	1998	
 Cheron Village	 	 Davie	 	 FL	 	(5,715	)	 	10,393	
 	 	6,217	
 	 	—	
 	 	17	
 	 	10,393	
 	 	6,234	
 	 	16,627	
 	 	(1,105	)	 	2011	
 Clerbrook	 	 Clermont	 	 FL	 	(10,620	)	 	3,883	
 	 	11,700	
 	 	—	
 	 	1,108	
 	 	3,883	
 	 	12,808	
 	 	16,691	
 	 	(2,964	)	 	2006	

S-4

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Clover Leaf Farms	 	 Brooksville	 	 FL	 	$	(22,645	)	 	$	13,684	
 	 	$	24,106	
 	 	$	—	
 	 	$	226	
 	 	$	13,684	
 	 	$	24,332	
 	 	$	38,016	
 	 	$	(2,756	)	 	2011	
 Clover Leaf Forest	 	 Brooksville	 	 FL	 	—	
 	 	1,092	
 	 	2,178	
 	 	—	
 	 	14	
 	 	1,092	
 	 	2,192	
 	 	3,284	
 	 	(81	)	 	2011	
 Coachwood	 	 Leesburg	 	 FL	 	(3,713	)	 	1,602	
 	 	4,822	
 	 	—	
 	 	333	
 	 	1,602	
 	 	5,155	
 	 	6,757	
 	 	(1,528	)	 	2004	
 Colony Cove	 	 Ellenton	 	 FL	 	(56,963	)	 	28,660	
 	 	92,457	
 	 	—	
 	 	575	
 	 	28,660	
 	 	93,032	
 	 	121,692	
 	 	(10,387	)	 	2011	
 Coquina Crossing	 	 Elkton	 	 FL	 	—	
 	 	5,274	
 	 	5,545	
 	 	—	
 	 	17,095	
 	 	5,274	
 	 	22,640	
 	 	27,914	
 	 	(7,398	)	 	1999	
 Coral Cay	 	 Margate	 	 FL	 	(22,759	)	 	5,890	
 	 	20,211	
 	 	—	
 	 	7,641	
 	 	5,890	
 	 	27,852	
 	 	33,742	
 	 	(15,514	)	 	1994	
 Country Place (2)	 	 New Port Richey	 	 FL	 	(14,935	)	 	663	
 	 	—	
 	 	18	
 	 	7,530	
 	 	681	
 	 	7,530	
 	 	8,211	
 	 	(4,862	)	 	1986	
 Countryside	 	 Vero Beach	 	 FL	 	—	
 	 	3,711	
 	 	11,133	
 	 	—	
 	 	6,768	
 	 	3,711	
 	 	17,901	
 	 	21,612	
 	 	(8,055	)	 	1998	
 Covington Estates	 	 Saint Cloud	 	 FL	 	—	
 	 	3,319	
 	 	7,253	
 	 	—	
 	 	42	
 	 	3,319	
 	 	7,295	
 	 	10,614	
 	 	(838	)	 	2011	
 Crystal Isles	 	 Crystal River	 	 FL	 	(2,479	)	 	926	
 	 	2,787	
 	 	10	
 	 	800	
 	 	936	
 	 	3,587	
 	 	4,523	
 	 	(1,014	)	 	2004	
 Crystal Lakes-Zephyrhills	 	 Zephyrhills	 	 FL	 	—	
 	 	3,767	
 	 	6,834	
 	 	—	
 	 	79	
 	 	3,767	
 	 	6,913	
 	 	10,680	
 	 	(827	)	 	2011	
 Down Yonder	 	 Largo	 	 FL	 	(12,854	)	 	2,652	
 	 	7,981	
 	 	—	
 	 	749	
 	 	2,652	
 	 	8,730	
 	 	11,382	
 	 	(2,933	)	 	1998	
 East Bay Oaks	 	 Largo	 	 FL	 	(11,228	)	 	1,240	
 	 	3,322	
 	 	—	
 	 	1,140	
 	 	1,240	
 	 	4,462	
 	 	5,702	
 	 	(3,775	)	 	1983	
 Eldorado Village	 	 Largo	 	 FL	 	(7,727	)	 	778	
 	 	2,341	
 	 	—	
 	 	978	
 	 	778	
 	 	3,319	
 	 	4,097	
 	 	(2,714	)	 	1983	
 Emerald Lake	 	 Punta Gorda	 	 FL	 	—	
 	 	3,598	
 	 	5,197	
 	 	—	
 	 	144	
 	 	3,598	
 	 	5,341	
 	 	8,939	
 	 	(616	)	 	2011	
 Featherock	 	 Valrico	 	 FL	 	(22,493	)	 	11,369	
 	 	22,770	
 	 	—	
 	 	118	
 	 	11,369	
 	 	22,888	
 	 	34,257	
 	 	(2,125	)	 	2011	
 Fort Myers Beach Resort	 	 Fort Myers Beach	 	 FL	 	—	
 	 	1,188	
 	 	3,548	
 	 	—	
 	 	257	
 	 	1,188	
 	 	3,805	
 	 	4,993	
 	 	(1,231	)	 	2004	
 Foxwood	 	 Ocala	 	 FL	 	—	
 	 	3,853	
 	 	7,967	
 	 	—	
 	 	52	
 	 	3,853	
 	 	8,019	
 	 	11,872	
 	 	(1,102	)	 	2011	
 Glen Ellen	 	 Clearwater	 	 FL	 	—	
 	 	619	
 	 	1,882	
 	 	—	
 	 	139	
 	 	619	
 	 	2,021	
 	 	2,640	
 	 	(688	)	 	2002	
 Grand Island	 	 Grand Island	 	 FL	 	—	
 	 	1,723	
 	 	5,208	
 	 	125	
 	 	4,047	
 	 	1,848	
 	 	9,255	
 	 	11,103	
 	 	(3,345	)	 	2001	
 Gulf Air Resort	 	 Fort Myers Beach	 	 FL	 	—	
 	 	1,609	
 	 	4,746	
 	 	—	
 	 	257	
 	 	1,609	
 	 	5,003	
 	 	6,612	
 	 	(1,484	)	 	2004	
 Gulf View	 	 Punta Gorda	 	 FL	 	—	
 	 	717	
 	 	2,158	
 	 	—	
 	 	980	
 	 	717	
 	 	3,138	
 	 	3,855	
 	 	(975	)	 	2004	
 Hacienda Village	 	 New Port Richey	 	 FL	 	—	
 	 	4,297	
 	 	13,088	
 	 	—	
 	 	2,174	
 	 	4,297	
 	 	15,262	
 	 	19,559	
 	 	(4,935	)	 	2002	
 Harbor Lakes	 	 Port Charlotte	 	 FL	 	—	
 	 	3,384	
 	 	10,154	
 	 	—	
 	 	536	
 	 	3,384	
 	 	10,690	
 	 	14,074	
 	 	(3,161	)	 	2004	
 Harbor View	 	 New Port Richey	 	 FL	 	—	
 	 	4,030	
 	 	12,146	
 	 	—	
 	 	172	
 	 	4,030	
 	 	12,318	
 	 	16,348	
 	 	(4,274	)	 	2002	
 Haselton Village	 	 Eustis	 	 FL	 	(7,122	)	 	3,800	
 	 	8,955	
 	 	—	
 	 	49	
 	 	3,800	
 	 	9,004	
 	 	12,804	
 	 	(903	)	 	2011	
 Heritage Plantation	 	 Vero Beach	 	 FL	 	(12,202	)	 	2,403	
 	 	7,259	
 	 	—	
 	 	2,012	
 	 	2,403	
 	 	9,271	
 	 	11,674	
 	 	(5,462	)	 	1994	
 Heron Cay	 	 Vero Beach	 	 FL	 	(31,651	)	 	14,368	
 	 	23,792	
 	 	—	
 	 	246	
 	 	14,368	
 	 	24,038	
 	 	38,406	
 	 	(2,530	)	 	2011	
 Hidden Valley	 	 Orlando	 	 FL	 	(9,342	)	 	11,398	
 	 	12,861	
 	 	—	
 	 	87	
 	 	11,398	
 	 	12,948	
 	 	24,346	
 	 	(1,543	)	 	2011	
 Highland Wood RV	 	 Pompano Beach	 	 FL	 	—	
 	 	1,043	
 	 	3,130	
 	 	42	
 	 	237	
 	 	1,085	
 	 	3,367	
 	 	4,452	
 	 	(1,162	)	 	2002	

S-5

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Hillcrest	 	 Clearwater	 	 FL	 	$	(7,258	)	 	$	1,278	
 	 	$	3,928	
 	 	$	—	
 	 	$	1,139	
 	 	$	1,278	
 	 	$	5,067	
 	 	$	6,345	
 	 	$	(2,590	)	 	1998	
 Holiday Ranch	 	 Clearwater	 	 FL	 	(4,561	)	 	925	
 	 	2,866	
 	 	—	
 	 	369	
 	 	925	
 	 	3,235	
 	 	4,160	
 	 	(1,624	)	 	1998	
 Holiday Village	 	 Ormond Beach	 	 FL	 	(9,706	)	 	2,610	
 	 	7,837	
 	 	—	
 	 	353	
 	 	2,610	
 	 	8,190	
 	 	10,800	
 	 	(2,801	)	 	2002	
 Holiday Village	 	 Vero Beach	 	FL	 	—	
 	 	350	
 	 	1,374	
 	 	—	
 	 	210	
 	 	350	
 	 	1,584	
 	 	1,934	
 	 	(804	)	 	1998	
 Indian Oaks	 	 Rockledge	 	 FL	 	—	
 	 	1,089	
 	 	3,376	
 	 	—	
 	 	952	
 	 	1,089	
 	 	4,328	
 	 	5,417	
 	 	(2,195	)	 	1998	
 Island Vista	 	 North Ft. Myers	 	 FL	 	(14,595	)	 	5,004	
 	 	15,066	
 	 	—	
 	 	372	
 	 	5,004	
 	 	15,438	
 	 	20,442	
 	 	(3,452	)	 	2006	
 Kings & Queens	 	 Lakeland	 	 FL	 	—	
 	 	1,696	
 	 	3,064	
 	 	—	
 	 	18	
 	 	1,696	
 	 	3,082	
 	 	4,778	
 	 	(374	)	 	2011	
 Lake Fairways	 	 N. Ft. Myers	 	 FL	 	(28,133	)	 	6,075	
 	 	18,134	
 	 	35	
 	 	2,268	
 	 	6,110	
 	 	20,402	
 	 	26,512	
 	 	(12,091	)	 	1994	
 Lake Haven	 	 Dunedin	 	 FL	 	(10,650	)	 	1,135	
 	 	4,047	
 	 	—	
 	 	3,156	
 	 	1,135	
 	 	7,203	
 	 	8,338	
 	 	(5,234	)	 	1983	
 Lake Magic	 	 Clermont	 	 FL	 	—	
 	 	1,595	
 	 	4,793	
 	 	—	
 	 	404	
 	 	1,595	
 	 	5,197	
 	 	6,792	
 	 	(1,524	)	 	2004	
 Lake Village	 	 Nokomis	 	 FL	 	—	
 	 	15,850	
 	 	18,099	
 	 	—	
 	 	153	
 	 	15,850	
 	 	18,252	
 	 	34,102	
 	 	(1,956	)	 	2011	
 Lake Worth Village	 	 Lake Worth	 	 FL	 	(12,805	)	 	14,959	
 	 	24,501	
 	 	—	
 	 	103	
 	 	14,959	
 	 	24,604	
 	 	39,563	
 	 	(3,159	)	 	2011	
 Lakeland Harbor	 	 Lakeland	 	 FL	 	(17,175	)	 	10,446	
 	 	17,376	
 	 	—	
 	 	39	
 	 	10,446	
 	 	17,415	
 	 	27,861	
 	 	(1,869	)	 	2011	
 Lakeland Junction	 	 Lakeland	 	 FL	 	—	
 	 	3,018	
 	 	4,752	
 	 	—	
 	 	35	
 	 	3,018	
 	 	4,787	
 	 	7,805	
 	 	(552	)	 	2011	
 Lakes at Countrywood	 	 Plant City	 	 FL	 	(10,039	)	 	2,377	
 	 	7,085	
 	 	—	
 	 	1,713	
 	 	2,377	
 	 	8,798	
 	 	11,175	
 	 	(3,391	)	 	2001	
 Lakeside Terrace	 	 Fruitland Park	 	 FL	 	—	
 	 	3,275	
 	 	7,165	
 	 	—	
 	 	9	
 	 	3,275	
 	 	7,174	
 	 	10,449	
 	 	(787	)	 	2011	
 Lakewood Village	 	 Melbourne	 	 FL	 	(9,068	)	 	1,862	
 	 	5,627	
 	 	—	
 	 	1,563	
 	 	1,862	
 	 	7,190	
 	 	9,052	
 	 	(4,267	)	 	1994	
 Lighthouse Pointe	 	 Port Orange	 	 FL	 	(13,302	)	 	2,446	
 	 	7,483	
 	 	23	
 	 	1,360	
 	 	2,469	
 	 	8,843	
 	 	11,312	
 	 	(4,429	)	 	1998	
 Manatee	 	 Bradenton	 	 FL	 	—	
 	 	2,300	
 	 	6,903	
 	 	—	
 	 	491	
 	 	2,300	
 	 	7,394	
 	 	9,694	
 	 	(2,202	)	 	2004	
 Maralago Cay	 	 Lantana	 	 FL	 	(19,494	)	 	5,325	
 	 	15,420	
 	 	—	
 	 	5,136	
 	 	5,325	
 	 	20,556	
 	 	25,881	
 	 	(9,899	)	 	1997	
 Meadows at Countrywood	 	 Plant City	 	 FL	 	(13,048	)	 	4,514	
 	 	13,175	
 	 	—	
 	 	4,326	
 	 	4,514	
 	 	17,501	
 	 	22,015	
 	 	(8,392	)	 	1998	
 Mid-Florida Lakes	 	 Leesburg	 	 FL	 	—	
 	 	5,997	
 	 	20,635	
 	 	—	
 	 	9,343	
 	 	5,997	
 	 	29,978	
 	 	35,975	
 	 	(16,374	)	 	1994	
 Oak Bend	 	 Ocala	 	 FL	 	(5,331	)	 	850	
 	 	2,572	
 	 	—	
 	 	1,162	
 	 	850	
 	 	3,734	
 	 	4,584	
 	 	(2,322	)	 	1993	
 Oaks at Countrywood	 	 Plant City	 	 FL	 	(13,166	)	 	846	
 	 	2,513	
 	 	—	
 	 	5,190	
 	 	846	
 	 	7,703	
 	 	8,549	
 	 	(2,692	)	 	1998	
 Orange Lake	 	 Clermont	 	 FL	 	(5,367	)	 	4,303	
 	 	6,815	
 	 	—	
 	 	88	
 	 	4,303	
 	 	6,903	
 	 	11,206	
 	 	(855	)	 	2011	
 Orlando	 	 Clermont	 	 FL	 	—	
 	 	2,975	
 	 	7,017	
 	 	40	
 	 	1,651	
 	 	3,015	
 	 	8,668	
 	 	11,683	
 	 	(2,253	)	 	2004	
 Palm Beach Colony	 	 West Palm Beach	 	 FL	 	—	
 	 	5,930	
 	 	10,113	
 	 	8	
 	 	269	
 	 	5,938	
 	 	10,382	
 	 	16,320	
 	 	(1,176	)	 	2011	
 Park City West	 	 Fort Lauderdale	 	 FL	 	(14,551	)	 	4,184	
 	 	12,561	
 	 	—	
 	 	748	
 	 	4,184	
 	 	13,309	
 	 	17,493	
 	 	(3,909	)	 	2004	
 Parkwood Communities	 	 Wildwood	 	 FL	 	(9,681	)	 	6,990	
 	 	15,115	
 	 	—	
 	 	88	
 	 	6,990	
 	 	15,203	
 	 	22,193	
 	 	(1,724	)	 	2011	

S-6

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Pasco	 	 Lutz	 	 FL	 	$	—	
 	 	$	1,494	
 	 	$	4,484	
 	 	$	—	
 	 	$	488	
 	 	$	1,494	
 	 	$	4,972	
 	 	$	6,466	
 	 	$	(1,443	)	 	2004	
 Peace River	 	 Wauchula	 	 FL	 	—	
 	 	900	
 	 	2,100	
 	 	—	
 	 	394	
 	 	900	
 	 	2,494	
 	 	3,394	
 	 	(524	)	 	2006	
 Pickwick	 	 Port Orange	 	 FL	 	—	
 	 	2,803	
 	 	8,870	
 	 	—	
 	 	1,219	
 	 	2,803	
 	 	10,089	
 	 	12,892	
 	 	(4,928	)	 	1998	
 Pine Island Resort	 	 St. James City	 	 FL	 	—	
 	 	1,678	
 	 	5,044	
 	 	—	
 	 	392	
 	 	1,678	
 	 	5,436	
 	 	7,114	
 	 	(963	)	 	2007	
 Pine Lakes	 	 N. Ft. Myers	 	 FL	 	(36,262	)	 	6,306	
 	 	14,579	
 	 	21	
 	 	7,142	
 	 	6,327	
 	 	21,721	
 	 	28,048	
 	 	(12,541	)	 	1994	
 Pioneer Village	 	 N. Ft. Myers	 	 FL	 	(9,079	)	 	4,116	
 	 	12,353	
 	 	—	
 	 	1,542	
 	 	4,116	
 	 	13,895	
 	 	18,011	
 	 	(4,158	)	 	2004	
 Ramblers Rest	 	 Venice	 	 FL	 	(14,663	)	 	4,646	
 	 	14,201	
 	 	—	
 	 	2,578	
 	 	4,646	
 	 	16,779	
 	 	21,425	
 	 	(3,679	)	 	2006	
 Ridgewood Estates	 	 Ellenton	 	 FL	 	(10,755	)	 	6,769	
 	 	8,791	
 	 	—	
 	 	93	
 	 	6,769	
 	 	8,884	
 	 	15,653	
 	 	(1,113	)	 	2011	
 Royal Coachman	 	 Nokomis	 	 FL	 	(11,898	)	 	5,321	
 	 	15,978	
 	 	—	
 	 	1,109	
 	 	5,321	
 	 	17,087	
 	 	22,408	
 	 	(5,105	)	 	2004	
 Shady Lane Oaks	 	 Clearwater	 	 FL	 	(5,814	)	 	4,984	
 	 	8,482	
 	 	—	
 	 	31	
 	 	4,984	
 	 	8,513	
 	 	13,497	
 	 	(1,090	)	 	2011	
 Shady Lane Village	 	 Clearwater	 	 FL	 	—	
 	 	3,102	
 	 	5,480	
 	 	—	
 	 	12	
 	 	3,102	
 	 	5,492	
 	 	8,594	
 	 	(692	)	 	2011	
 Shangri La	 	 Largo	 	 FL	 	(3,939	)	 	1,722	
 	 	5,200	
 	 	—	
 	 	136	
 	 	1,722	
 	 	5,336	
 	 	7,058	
 	 	(1,574	)	 	2004	
 Sherwood Forest	 	 Kissimmee	 	 FL	 	(29,603	)	 	4,852	
 	 	14,596	
 	 	—	
 	 	5,795	
 	 	4,852	
 	 	20,391	
 	 	25,243	
 	 	(9,482	)	 	1998	
 Sherwood Forest RV	 	 Kissimmee	 	 FL	 	—	
 	 	2,870	
 	 	3,621	
 	 	568	
 	 	2,685	
 	 	3,438	
 	 	6,306	
 	 	9,744	
 	 	(2,920	)	 	1998	
 Silk Oak	 	 Clearwater	 	 FL	 	—	
 	 	1,649	
 	 	5,028	
 	 	—	
 	 	140	
 	 	1,649	
 	 	5,168	
 	 	6,817	
 	 	(1,757	)	 	2002	
 Silver Dollar	 	 Odessa	 	 FL	 	(8,010	)	 	4,107	
 	 	12,431	
 	 	240	
 	 	1,561	
 	 	4,347	
 	 	13,992	
 	 	18,339	
 	 	(4,111	)	 	2004	
 Sixth Ave.	 	 Zephryhills	 	 FL	 	(1,980	)	 	837	
 	 	2,518	
 	 	—	
 	 	30	
 	 	837	
 	 	2,548	
 	 	3,385	
 	 	(779	)	 	2004	
 Southern Palms	 	 Eustis	 	 FL	 	—	
 	 	2,169	
 	 	5,884	
 	 	—	
 	 	3,181	
 	 	2,169	
 	 	9,065	
 	 	11,234	
 	 	(4,222	)	 	1998	
 Southernaire	 	 Mt. Dora	 	 FL	 	(1,833	)	 	796	
 	 	2,395	
 	 	—	
 	 	108	
 	 	796	
 	 	2,503	
 	 	3,299	
 	 	(742	)	 	2004	
 Starlight Ranch	 	 Orlando	 	 FL	 	—	
 	 	13,543	
 	 	20,388	
 	 	—	
 	 	200	
 	 	13,543	
 	 	20,588	
 	 	34,131	
 	 	(2,757	)	 	2011	
 Sunshine Holiday MH	 	 Ormond Beach	 	 FL	 	—	
 	 	2,001	
 	 	6,004	
 	 	—	
 	 	675	
 	 	2,001	
 	 	6,679	
 	 	8,680	
 	 	(1,990	)	 	2004	
 Sunshine Holiday RV	 	 Fort Lauderdale	 	 FL	 	(7,448	)	 	3,099	
 	 	9,286	
 	 	—	
 	 	628	
 	 	3,099	
 	 	9,914	
 	 	13,013	
 	 	(2,806	)	 	2004	
 Sunshine Key	 	 Big Pine Key	 	 FL	 	(14,453	)	 	5,273	
 	 	15,822	
 	 	—	
 	 	2,048	
 	 	5,273	
 	 	17,870	
 	 	23,143	
 	 	(5,305	)	 	2004	
 Sunshine Travel	 	 Vero Beach	 	 FL	 	—	
 	 	1,603	
 	 	4,813	
 	 	—	
 	 	242	
 	 	1,603	
 	 	5,055	
 	 	6,658	
 	 	(1,491	)	 	2004	
 Tarpon Glen	 	 Tarpon Springs	 	 FL	 	—	
 	 	2,678	
 	 	4,016	
 	 	—	
 	 	70	
 	 	2,678	
 	 	4,086	
 	 	6,764	
 	 	(573	)	 	2011	
 Terra Ceia	 	 Palmetto	 	 FL	 	(2,215	)	 	965	
 	 	2,905	
 	 	—	
 	 	198	
 	 	965	
 	 	3,103	
 	 	4,068	
 	 	(907	)	 	2004	
 The Heritage	 	 N. Ft. Myers	 	 FL	 	(11,914	)	 	1,438	
 	 	4,371	
 	 	346	
 	 	4,195	
 	 	1,784	
 	 	8,566	
 	 	10,350	
 	 	(4,820	)	 	1993	
 The Meadows	 	 Palm Beach Gardens	 	 FL	 	(11,366	)	 	3,229	
 	 	9,870	
 	 	—	
 	 	4,978	
 	 	3,229	
 	 	14,848	
 	 	18,077	
 	 	(5,489	)	 	1999	
 Three Flags RV Resort	 	Wildwood	 	FL	 	—	
 	 	228	
 	 	684	
 	 	—	
 	 	158	
 	 	228	
 	 	842	
 	 	1,070	
 	 	(203	)	 	2006	
 Toby’s	 	 Arcadia	 	 FL	 	(3,876	)	 	1,093	
 	 	3,280	
 	 	—	
 	 	168	
 	 	1,093	
 	 	3,448	
 	 	4,541	
 	 	(1,075	)	 	2003	

S-7

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Topics	 	 Spring Hill	 	 FL	 	$	(1,958	)	 	$	844	
 	 	$	2,568	
 	 	$	—	
 	 	$	380	
 	 	$	844	
 	 	$	2,948	
 	 	$	3,792	
 	 	$	(901	)	 	2004	
 Tropical Palms	 	 Kissimmee	 	 FL	 	—	
 	 	5,677	
 	 	17,116	
 	 	—	
 	 	6,585	
 	 	5,677	
 	 	23,701	
 	 	29,378	
 	 	(8,199	)	 	2004	
 Tropical Palms	 	Punta Gorda	 	FL	 	(7,028	)	 	2,365	
 	 	7,286	
 	 	—	
 	 	1,028	
 	 	2,365	
 	 	8,314	
 	 	10,679	
 	 	(1,762	)	 	2006	
 Vacation Village	 	 Largo	 	 FL	 	—	
 	 	1,315	
 	 	3,946	
 	 	—	
 	 	365	
 	 	1,315	
 	 	4,311	
 	 	5,626	
 	 	(1,222	)	 	2004	
 Vero Palm	 	 Vero Beach	 	 FL	 	(12,788	)	 	6,697	
 	 	9,025	
 	 	—	
 	 	31	
 	 	6,697	
 	 	9,056	
 	 	15,753	
 	 	(1,040	)	 	2011	
 Village Green	 	 Vero Beach	 	 FL	 	(25,360	)	 	15,901	
 	 	25,175	
 	 	—	
 	 	235	
 	 	15,901	
 	 	25,410	
 	 	41,311	
 	 	(3,219	)	 	2011	
 Villas at Spanish Oaks	 	 Ocala	 	 FL	 	(12,187	)	 	2,250	
 	 	6,922	
 	 	—	
 	 	1,379	
 	 	2,250	
 	 	8,301	
 	 	10,551	
 	 	(5,127	)	 	1993	
 Whispering Pines - Largo	 	 Largo	 	 FL	 	(12,829	)	 	8,218	
 	 	14,054	
 	 	—	
 	 	113	
 	 	8,218	
 	 	14,167	
 	 	22,385	
 	 	(1,653	)	 	2011	
 Windmill Manor	 	 Bradenton	 	 FL	 	—	
 	 	2,153	
 	 	6,125	
 	 	—	
 	 	1,584	
 	 	2,153	
 	 	7,709	
 	 	9,862	
 	 	(3,665	)	 	1998	
 Windmill Village	 	 N. Ft. Myers	 	 FL	 	(15,888	)	 	1,417	
 	 	5,440	
 	 	—	
 	 	2,095	
 	 	1,417	
 	 	7,535	
 	 	8,952	
 	 	(6,511	)	 	1983	
 Winds of St. Armands North	 	 Sarasota	 	 FL	 	(18,713	)	 	1,523	
 	 	5,063	
 	 	—	
 	 	3,087	
 	 	1,523	
 	 	8,150	
 	 	9,673	
 	 	(6,367	)	 	1983	
 Winds of St. Armands South	 	 Sarasota	 	 FL	 	(12,040	)	 	1,106	
 	 	3,162	
 	 	—	
 	 	1,205	
 	 	1,106	
 	 	4,367	
 	 	5,473	
 	 	(3,684	)	 	1983	
 Winter Garden	 	 Winter Garden	 	 FL	 	—	
 	 	2,321	
 	 	6,962	
 	 	—	
 	 	231	
 	 	2,321	
 	 	7,193	
 	 	9,514	
 	 	(1,360	)	 	2007	
 Coach Royale	 	 Boise	 	 ID	 	—	
 	 	465	
 	 	1,685	
 	 	—	
 	 	4	
 	 	465	
 	 	1,689	
 	 	2,154	
 	 	(236	)	 	2011	
 Maple Grove	 	 Boise	 	 ID	 	—	
 	 	1,358	
 	 	5,151	
 	 	—	
 	 	13	
 	 	1,358	
 	 	5,164	
 	 	6,522	
 	 	(693	)	 	2011	
 Shenandoah Estates	 	 Boise	 	 ID	 	(5,843	)	 	1,287	
 	 	7,603	
 	 	—	
 	 	49	
 	 	1,287	
 	 	7,652	
 	 	8,939	
 	 	(685	)	 	2011	
 West Meadow Estates	 	 Boise	 	 ID	 	(6,185	)	 	1,371	
 	 	6,770	
 	 	—	
 	 	4	
 	 	1,371	
 	 	6,774	
 	 	8,145	
 	 	(722	)	 	2011	
 Golf Vistas Estates	 	 Monee	 	 IL	 	(11,996	)	 	2,842	
 	 	4,719	
 	 	—	
 	 	6,691	
 	 	2,842	
 	 	11,410	
 	 	14,252	
 	 	(5,228	)	 	1997	
 O'Connell's	 	 Amboy	 	 IL	 	(4,326	)	 	1,648	
 	 	4,974	
 	 	—	
 	 	815	
 	 	1,648	
 	 	5,789	
 	 	7,437	
 	 	(1,798	)	 	2004	
 Pine Country	 	 Belvidere	 	 IL	 	—	
 	 	53	
 	 	166	
 	 	—	
 	 	172	
 	 	53	
 	 	338	
 	 	391	
 	 	(69	)	 	2006	
 Willow Lake Estates	 	 Elgin	 	 IL	 	—	
 	 	6,138	
 	 	21,033	
 	 	—	
 	 	6,220	
 	 	6,138	
 	 	27,253	
 	 	33,391	
 	 	(15,191	)	 	1994	
 Hoosier Estates	 	 Lebanon	 	 IN	 	(7,013	)	 	2,293	
 	 	7,197	
 	 	—	
 	 	37	
 	 	2,293	
 	 	7,234	
 	 	9,527	
 	 	(702	)	 	2011	
 Horseshoe Lake	 	 Clinton	 	 IN	 	—	
 	 	155	
 	 	365	
 	 	2	
 	 	392	
 	 	157	
 	 	757	
 	 	914	
 	 	(165	)	 	2004	
 Indian Lakes	 	 Batesville	 	 IN	 	—	
 	 	450	
 	 	1,061	
 	 	6	
 	 	859	
 	 	456	
 	 	1,920	
 	 	2,376	
 	 	(423	)	 	2004	
 Lakeside	 	 New Carlisle	 	 IN	 	—	
 	 	426	
 	 	1,281	
 	 	—	
 	 	120	
 	 	426	
 	 	1,401	
 	 	1,827	
 	 	(415	)	 	2004	
 North Glen Village	 	 Westfield	 	 IN	 	(7,256	)	 	2,308	
 	 	6,333	
 	 	—	
 	 	77	
 	 	2,308	
 	 	6,410	
 	 	8,718	
 	 	(751	)	 	2011	
 Oak Tree Village	 	 Portage	 	 IN	 	(9,127	)	 	569	
 	 	—	
 	 	—	
 	 	3,955	
 	 	569	
 	 	3,955	
 	 	4,524	
 	 	(2,815	)	 	1987	
 Twin Mills RV	 	 Howe	 	 IN	 	—	
 	 	1,399	
 	 	4,186	
 	 	—	
 	 	240	
 	 	1,399	
 	 	4,426	
 	 	5,825	
 	 	(910	)	 	2006	

S-8

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Diamond Caverns Resort & Golf Club	 	 Park City	 	 KY	 	$	—	
 	 	$	530	
 	 	$	1,512	
 	 	$	—	
 	 	$	(4	)	 	$	530	
 	 	$	1,508	
 	 	$	2,038	
 	 	$	(363	)	 	2006	
 Gateway to Cape Cod	 	 Rochester	 	 MA	 	—	
 	 	91	
 	 	288	
 	 	—	
 	 	178	
 	 	91	
 	 	466	
 	 	557	
 	 	(103	)	 	2006	
 Hillcrest	 	 Rockland	 	 MA	 	(1,895	)	 	2,034	
 	 	3,182	
 	 	—	
 	 	5	
 	 	2,034	
 	 	3,187	
 	 	5,221	
 	 	(392	)	 	2011	
 Old Chatham RV	 	 South Dennis	 	 MA	 	—	
 	 	1,760	
 	 	5,293	
 	 	—	
 	 	173	
 	 	1,760	
 	 	5,466	
 	 	7,226	
 	 	(1,324	)	 	2005	
 Sturbridge	 	 Sturbridge	 	 MA	 	—	
 	 	110	
 	 	347	
 	 	—	
 	 	280	
 	 	110	
 	 	627	
 	 	737	
 	 	(123	)	 	2006	
 The Glen	 	 Norwell	 	 MA	 	—	
 	 	940	
 	 	1,680	
 	 	—	
 	 	—	
 	 	940	
 	 	1,680	
 	 	2,620	
 	 	(208	)	 	2011	
 Fernwood	 	 Capitol Heights	 	 MD	 	(9,341	)	 	6,556	
 	 	11,674	
 	 	—	
 	 	113	
 	 	6,556	
 	 	11,787	
 	 	18,343	
 	 	(1,343	)	 	2011	
 Williams Estates and Peppermint Woods	 	 Middle River	 	 MD	 	(42,434	)	 	22,774	
 	 	42,575	
 	 	—	
 	 	78	
 	 	22,774	
 	 	42,653	
 	 	65,427	
 	 	(4,509	)	 	2011	
 Moody Beach	 	 Moody	 	 ME	 	—	
 	 	93	
 	 	292	
 	 	—	
 	 	135	
 	 	93	
 	 	427	
 	 	520	
 	 	(93	)	 	2006	
 Pinehirst RV Park	 	 Old Orchard Beach	 	 ME	 	—	
 	 	1,942	
 	 	5,827	
 	 	—	
 	 	560	
 	 	1,942	
 	 	6,387	
 	 	8,329	
 	 	(1,564	)	 	2005	
 Mt. Desert Narrows	 	 Bar Harbor	 	 ME	 	—	
 	 	1,037	
 	 	3,127	
 	 	—	
 	 	106	
 	 	1,037	
 	 	3,233	
 	 	4,270	
 	 	(549	)	 	2007	
 Narrows Too	 	 Trenton	 	 ME	 	—	
 	 	1,451	
 	 	4,408	
 	 	—	
 	 	43	
 	 	1,451	
 	 	4,451	
 	 	5,902	
 	 	(759	)	 	2007	
 Patton Pond	 	 Ellsworth	 	 ME	 	—	
 	 	267	
 	 	802	
 	 	—	
 	 	78	
 	 	267	
 	 	880	
 	 	1,147	
 	 	(157	)	 	2007	
 Avon on the Lake	 	 Rochester Hills	 	 MI	 	—	
 	 	4,435	
 	 	9,748	
 	 	—	
 	 	141	
 	 	4,435	
 	 	9,889	
 	 	14,324	
 	 	(1,917	)	 	2011	
 Bear Cave Resort	 	 Buchanan	 	 MI	 	—	
 	 	176	
 	 	516	
 	 	—	
 	 	50	
 	 	176	
 	 	566	
 	 	742	
 	 	(164	)	 	2006	
 Cranberry Lake	 	 White Lake	 	 MI	 	—	
 	 	1,654	
 	 	8,174	
 	 	—	
 	 	59	
 	 	1,654	
 	 	8,233	
 	 	9,887	
 	 	(1,197	)	 	2011	
 Fairchild Lake	 	 Chesterfield	 	 MI	 	—	
 	 	1,430	
 	 	7,226	
 	 	—	
 	 	61	
 	 	1,430	
 	 	7,287	
 	 	8,717	
 	 	(1,083	)	 	2011	
 Ferrand Estates	 	 Wyoming	 	 MI	 	(8,256	)	 	2,172	
 	 	6,574	
 	 	—	
 	 	29	
 	 	2,172	
 	 	6,603	
 	 	8,775	
 	 	(1,156	)	 	2011	
 Grand Blanc Crossing	 	 Grand Blanc	 	 MI	 	—	
 	 	1,899	
 	 	2,787	
 	 	—	
 	 	140	
 	 	1,899	
 	 	2,927	
 	 	4,826	
 	 	(723	)	 	2011	
 Holly Hills	 	 Holly	 	 MI	 	—	
 	 	723	
 	 	1,703	
 	 	—	
 	 	38	
 	 	723	
 	 	1,741	
 	 	2,464	
 	 	(430	)	 	2011	
 Lake in the Hills	 	 Auburn Hills	 	 MI	 	(4,224	)	 	1,792	
 	 	5,599	
 	 	—	
 	 	56	
 	 	1,792	
 	 	5,655	
 	 	7,447	
 	 	(842	)	 	2011	
 Oakland Glens	 	 Novi	 	 MI	 	—	
 	 	3,653	
 	 	6,881	
 	 	—	
 	 	220	
 	 	3,653	
 	 	7,101	
 	 	10,754	
 	 	(1,461	)	 	2011	
 Old Orchard	 	 Davison	 	 MI	 	—	
 	 	812	
 	 	2,814	
 	 	—	
 	 	63	
 	 	812	
 	 	2,877	
 	 	3,689	
 	 	(503	)	 	2011	
 Royal Estates	 	 Kalamazoo	 	 MI	 	—	
 	 	921	
 	 	3,244	
 	 	—	
 	 	54	
 	 	921	
 	 	3,298	
 	 	4,219	
 	 	(507	)	 	2011	
 St Clair	 	 St Clair	 	 MI	 	—	
 	 	453	
 	 	1,068	
 	 	6	
 	 	244	
 	 	459	
 	 	1,312	
 	 	1,771	
 	 	(374	)	 	2004	
 Swan Creek	 	 Ypsilanti	 	 MI	 	(5,516	)	 	1,844	
 	 	7,180	
 	 	—	
 	 	73	
 	 	1,844	
 	 	7,253	
 	 	9,097	
 	 	(1,071	)	 	2011	
 Westbridge Manor	 	 Macomb	 	 MI	 	—	
 	 	8,472	
 	 	13,927	
 	 	—	
 	 	330	
 	 	8,472	
 	 	14,257	
 	 	22,729	
 	 	(2,851	)	 	2011	
 Westbrook	 	 Macomb	 	 MI	 	—	
 	 	2,441	
 	 	15,057	
 	 	—	
 	 	19	
 	 	2,441	
 	 	15,076	
 	 	17,517	
 	 	(1,887	)	 	2011	
 Cedar Knolls	 	 Apple Valley	 	 MN	 	(16,760	)	 	10,021	
 	 	14,357	
 	 	—	
 	 	38	
 	 	10,021	
 	 	14,395	
 	 	24,416	
 	 	(2,001	)	 	2011	

S-9

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Cimarron Park	 	 Lake Elmo	 	 MN	 	$	(22,396	)	 	$	11,097	
 	 	$	23,132	
 	 	$	—	
 	 	$	233	
 	 	$	11,097	
 	 	$	23,365	
 	 	$	34,462	
 	 	$	(2,560	)	 	2011	
 Rockford Riverview Estates	 	 Rockford	 	 MN	 	(8,602	)	 	2,959	
 	 	8,882	
 	 	—	
 	 	14	
 	 	2,959	
 	 	8,896	
 	 	11,855	
 	 	(1,144	)	 	2011	
 Rosemount Woods	 	 Rosemount	 	 MN	 	—	
 	 	4,314	
 	 	8,932	
 	 	—	
 	 	35	
 	 	4,314	
 	 	8,967	
 	 	13,281	
 	 	(991	)	 	2011	
 Forest Lake	 	 Advance	 	 NC	 	—	
 	 	986	
 	 	2,325	
 	 	13	
 	 	523	
 	 	999	
 	 	2,848	
 	 	3,847	
 	 	(762	)	 	2004	
 Goose Creek	 	 Newport	 	 NC	 	(10,943	)	 	4,612	
 	 	13,848	
 	 	750	
 	 	1,614	
 	 	5,362	
 	 	15,462	
 	 	20,824	
 	 	(4,498	)	 	2004	
 Green Mountain Park	 	 Lenoir	 	 NC	 	—	
 	 	1,037	
 	 	3,075	
 	 	—	
 	 	203	
 	 	1,037	
 	 	3,278	
 	 	4,315	
 	 	(721	)	 	2006	
 Lake Gaston	 	 Littleton	 	 NC	 	—	
 	 	130	
 	 	409	
 	 	—	
 	 	144	
 	 	130	
 	 	553	
 	 	683	
 	 	(124	)	 	2006	
 Lake Myers RV	 	 Mocksville	 	 NC	 	—	
 	 	1,504	
 	 	4,587	
 	 	—	
 	 	162	
 	 	1,504	
 	 	4,749	
 	 	6,253	
 	 	(1,022	)	 	2006	
 Scenic	 	 Asheville	 	 NC	 	(3,541	)	 	1,183	
 	 	3,511	
 	 	—	
 	 	89	
 	 	1,183	
 	 	3,600	
 	 	4,783	
 	 	(803	)	 	2006	
 Twin Lakes	 	 Chocowinity	 	 NC	 	(3,303	)	 	1,709	
 	 	3,361	
 	 	—	
 	 	494	
 	 	1,709	
 	 	3,855	
 	 	5,564	
 	 	(1,105	)	 	2004	
 Waterway RV	 	 Cedar Point	 	 NC	 	(5,454	)	 	2,392	
 	 	7,185	
 	 	—	
 	 	210	
 	 	2,392	
 	 	7,395	
 	 	9,787	
 	 	(2,184	)	 	2004	
 Buena Vista	 	 Fargo	 	 ND	 	—	
 	 	4,563	
 	 	14,949	
 	 	—	
 	 	123	
 	 	4,563	
 	 	15,072	
 	 	19,635	
 	 	(1,554	)	 	2011	
 Meadow Park	 	 Fargo	 	 ND	 	(2,275	)	 	943	
 	 	2,907	
 	 	—	
 	 	8	
 	 	943	
 	 	2,915	
 	 	3,858	
 	 	(278	)	 	2011	
 Sandy Beach RV	 	 Contoocook	 	 NH	 	(4,769	)	 	1,755	
 	 	5,265	
 	 	—	
 	 	107	
 	 	1,755	
 	 	5,372	
 	 	7,127	
 	 	(1,341	)	 	2005	
 Tuxbury Resort	 	 South Hampton	 	 NH	 	—	
 	 	3,557	
 	 	3,910	
 	 	—	
 	 	407	
 	 	3,557	
 	 	4,317	
 	 	7,874	
 	 	(736	)	 	2007	
 Chestnut Lake	 	 Port Republic	 	 NJ	 	—	
 	 	337	
 	 	796	
 	 	4	
 	 	240	
 	 	341	
 	 	1,036	
 	 	1,377	
 	 	(255	)	 	2004	
 Lake & Shore	 	 Ocean View	 	 NJ	 	—	
 	 	378	
 	 	1,192	
 	 	—	
 	 	791	
 	 	378	
 	 	1,983	
 	 	2,361	
 	 	(426	)	 	2006	
 Pine Ridge at Crestwood	 	 Whiting	 	 NJ	 	(38,638	)	 	17,367	
 	 	33,127	
 	 	—	
 	 	2	
 	 	17,367	
 	 	33,129	
 	 	50,496	
 	 	(3,827	)	 	2011	
 Sea Pines	 	 Swainton	 	 NJ	 	—	
 	 	198	
 	 	625	
 	 	—	
 	 	254	
 	 	198	
 	 	879	
 	 	1,077	
 	 	(188	)	 	2006	
 Bonanza	 	 Las Vegas	 	 NV	 	(8,516	)	 	908	
 	 	2,643	
 	 	—	
 	 	1,776	
 	 	908	
 	 	4,419	
 	 	5,327	
 	 	(3,397	)	 	1983	
 Boulder Cascade	 	 Las Vegas	 	 NV	 	(8,165	)	 	2,995	
 	 	9,020	
 	 	—	
 	 	2,554	
 	 	2,995	
 	 	11,574	
 	 	14,569	
 	 	(5,435	)	 	1998	
 Cabana	 	 Las Vegas	 	 NV	 	(9,063	)	 	2,648	
 	 	7,989	
 	 	—	
 	 	820	
 	 	2,648	
 	 	8,809	
 	 	11,457	
 	 	(5,248	)	 	1994	
 Flamingo West	 	 Las Vegas	 	 NV	 	(13,652	)	 	1,730	
 	 	5,266	
 	 	—	
 	 	1,602	
 	 	1,730	
 	 	6,868	
 	 	8,598	
 	 	(4,012	)	 	1994	
 Las Vegas	 	 Las Vegas	 	 NV	 	—	
 	 	1,049	
 	 	2,473	
 	 	14	
 	 	341	
 	 	1,063	
 	 	2,814	
 	 	3,877	
 	 	(735	)	 	2004	
 Mountain View - NV	 	 Henderson	 	 NV	 	(21,719	)	 	16,665	
 	 	25,915	
 	 	—	
 	 	85	
 	 	16,665	
 	 	26,000	
 	 	42,665	
 	 	(2,609	)	 	2011	
 Villa Borega	 	 Las Vegas	 	 NV	 	(9,635	)	 	2,896	
 	 	8,774	
 	 	—	
 	 	1,146	
 	 	2,896	
 	 	9,920	
 	 	12,816	
 	 	(4,975	)	 	1997	
 Alpine Lake	 	 Corinth	 	 NY	 	(13,072	)	 	4,783	
 	 	14,125	
 	 	153	
 	 	670	
 	 	4,936	
 	 	14,795	
 	 	19,731	
 	 	(3,665	)	 	2005	
 Brennan Beach	 	 Pulaski	 	 NY	 	(19,322	)	 	7,325	
 	 	21,141	
 	 	—	
 	 	5,232	
 	 	7,325	
 	 	26,373	
 	 	33,698	
 	 	(5,877	)	 	2005	
 Greenwood Village	 	 Manorville	 	 NY	 	(24,385	)	 	3,667	
 	 	9,414	
 	 	484	
 	 	4,940	
 	 	4,151	
 	 	14,354	
 	 	18,505	
 	 	(6,417	)	 	1998	

S-10

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Lake George Escape	 	 Lake George	 	 NY	 	$	—	
 	 	$	3,562	
 	 	$	10,708	
 	 	$	—	
 	 	$	697	
 	 	$	3,562	
 	 	$	11,405	
 	 	$	14,967	
 	 	$	(2,937	)	 	2005	
 Lake George Schroon Valley	 	 Warrensburg	 	 NY	 	—	
 	 	540	
 	 	1,626	
 	 	—	
 	 	28	
 	 	540	
 	 	1,654	
 	 	2,194	
 	 	(270	)	 	2008	
 Rondout Valley Resort	 	 Accord	 	 NY	 	—	
 	 	1,115	
 	 	3,240	
 	 	—	
 	 	570	
 	 	1,115	
 	 	3,810	
 	 	4,925	
 	 	(766	)	 	2006	
 The Woodlands	 	 Lockport	 	 NY	 	—	
 	 	12,183	
 	 	39,687	
 	 	—	
 	 	110	
 	 	12,183	
 	 	39,797	
 	 	51,980	
 	 	(4,325	)	 	2011	
 Kenisee Lake	 	 Jefferson	 	 OH	 	—	
 	 	295	
 	 	696	
 	 	4	
 	 	138	
 	 	299	
 	 	834	
 	 	1,133	
 	 	(214	)	 	2004	
 Wilmington	 	 Wilmington	 	 OH	 	—	
 	 	235	
 	 	555	
 	 	3	
 	 	112	
 	 	238	
 	 	667	
 	 	905	
 	 	(175	)	 	2004	
 Bend	 	 Bend	 	 OR	 	—	
 	 	733	
 	 	1,729	
 	 	10	
 	 	453	
 	 	743	
 	 	2,182	
 	 	2,925	
 	 	(559	)	 	2004	
 Falcon Wood Village	 	 Eugene	 	 OR	 	(4,803	)	 	1,112	
 	 	3,426	
 	 	—	
 	 	553	
 	 	1,112	
 	 	3,979	
 	 	5,091	
 	 	(1,982	)	 	1997	
 Mt. Hood	 	 Welches	 	 OR	 	—	
 	 	1,817	
 	 	5,733	
 	 	—	
 	 	217	
 	 	1,817	
 	 	5,950	
 	 	7,767	
 	 	(2,221	)	 	2002	
 Pacific City	 	 Cloverdale	 	 OR	 	—	
 	 	1,076	
 	 	2,539	
 	 	14	
 	 	1,284	
 	 	1,090	
 	 	3,823	
 	 	4,913	
 	 	(931	)	 	2004	
 Quail Hollow	 	 Fairview	 	 OR	 	—	
 	 	—	
 	 	3,249	
 	 	—	
 	 	487	
 	 	—	
 	 	3,736	
 	 	3,736	
 	 	(1,885	)	 	1997	
 Seaside	 	 Seaside	 	 OR	 	—	
 	 	891	
 	 	2,101	
 	 	12	
 	 	534	
 	 	903	
 	 	2,635	
 	 	3,538	
 	 	(682	)	 	2004	
 Shadowbrook	 	 Clackamas	 	 OR	 	(5,837	)	 	1,197	
 	 	3,693	
 	 	—	
 	 	464	
 	 	1,197	
 	 	4,157	
 	 	5,354	
 	 	(2,137	)	 	1997	
 South Jetty	 	 Florence	 	 OR	 	—	
 	 	678	
 	 	1,598	
 	 	9	
 	 	364	
 	 	687	
 	 	1,962	
 	 	2,649	
 	 	(471	)	 	2004	
 Whalers Rest	 	 South Beach	 	 OR	 	—	
 	 	754	
 	 	1,777	
 	 	10	
 	 	548	
 	 	764	
 	 	2,325	
 	 	3,089	
 	 	(579	)	 	2004	
 Appalachian	 	 Shartlesville	 	 PA	 	—	
 	 	1,666	
 	 	5,044	
 	 	—	
 	 	409	
 	 	1,666	
 	 	5,453	
 	 	7,119	
 	 	(1,100	)	 	2006	
 Circle M	 	 Lancaster	 	 PA	 	—	
 	 	330	
 	 	1,041	
 	 	—	
 	 	343	
 	 	330	
 	 	1,384	
 	 	1,714	
 	 	(279	)	 	2006	
 Dutch County	 	 Manheim	 	 PA	 	—	
 	 	88	
 	 	278	
 	 	—	
 	 	95	
 	 	88	
 	 	373	
 	 	461	
 	 	(80	)	 	2006	
 Gettysburg Farm	 	 Dover	 	 PA	 	—	
 	 	111	
 	 	350	
 	 	—	
 	 	113	
 	 	111	
 	 	463	
 	 	574	
 	 	(93	)	 	2006	
 Green Acres	 	 Breinigsville	 	 PA	 	(28,345	)	 	2,680	
 	 	7,479	
 	 	—	
 	 	4,204	
 	 	2,680	
 	 	11,683	
 	 	14,363	
 	 	(8,173	)	 	1988	
 Greenbriar Village	 	 Bath	 	 PA	 	(14,334	)	 	8,359	
 	 	16,941	
 	 	—	
 	 	3	
 	 	8,359	
 	 	16,944	
 	 	25,303	
 	 	(1,713	)	 	2011	
 Hershey	 	 Lebanon	 	 PA	 	—	
 	 	1,284	
 	 	3,028	
 	 	17	
 	 	860	
 	 	1,301	
 	 	3,888	
 	 	5,189	
 	 	(1,002	)	 	2004	
 Lil Wolf	 	 Orefield	 	 PA	 	(8,421	)	 	5,627	
 	 	13,593	
 	 	—	
 	 	218	
 	 	5,627	
 	 	13,811	
 	 	19,438	
 	 	(1,362	)	 	2011	
 Mountain View - PA	 	 Walnutport	 	 PA	 	(7,113	)	 	3,207	
 	 	7,182	
 	 	—	
 	 	58	
 	 	3,207	
 	 	7,240	
 	 	10,447	
 	 	(767	)	 	2011	
 Robin Hill	 	 Lenhartsville	 	 PA	 	—	
 	 	1,263	
 	 	3,786	
 	 	—	
 	 	84	
 	 	1,263	
 	 	3,870	
 	 	5,133	
 	 	(515	)	 	2009	
 Scotrun	 	 Scotrun	 	 PA	 	—	
 	 	153	
 	 	483	
 	 	—	
 	 	179	
 	 	153	
 	 	662	
 	 	815	
 	 	(132	)	 	2006	
 Spring Gulch	 	 New Holland	 	 PA	 	(4,137	)	 	1,593	
 	 	4,795	
 	 	—	
 	 	273	
 	 	1,593	
 	 	5,068	
 	 	6,661	
 	 	(1,525	)	 	2004	
 Sun Valley	 	 Bowmansville	 	 PA	 	—	
 	 	866	
 	 	2,601	
 	 	—	
 	 	178	
 	 	866	
 	 	2,779	
 	 	3,645	
 	 	(360	)	 	2009	
 Timothy Lake North	 	 East Stroudsburg	 	 PA	 	—	
 	 	296	
 	 	933	
 	 	—	
 	 	298	
 	 	296	
 	 	1,231	
 	 	1,527	
 	 	(299	)	 	2006	

S-11

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate  (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Timothy Lake South	 	 East Stroudsburg	 	 PA	 	$	—	
 	 	$	206	
 	 	$	649	
 	 	$	—	
 	 	$	27	
 	 	$	206	
 	 	$	676	
 	 	$	882	
 	 	$	(142	)	 	2006	
 Carolina Landing	 	 Fair Play	 	 SC	 	—	
 	 	457	
 	 	1,078	
 	 	6	
 	 	201	
 	 	463	
 	 	1,279	
 	 	1,742	
 	 	(332	)	 	2004	
 Inlet Oaks	 	 Murrells Inlet	 	 SC	 	(4,568	)	 	1,546	
 	 	4,642	
 	 	—	
 	 	183	
 	 	1,546	
 	 	4,825	
 	 	6,371	
 	 	(1,071	)	 	2006	
 The Oaks at Point South	 	 Yemassee	 	 SC	 	—	
 	 	267	
 	 	810	
 	 	—	
 	 	40	
 	 	267	
 	 	850	
 	 	1,117	
 	 	(201	)	 	2006	
 Cherokee Landing	 	 Middleton	 	 TN	 	—	
 	 	118	
 	 	279	
 	 	2	
 	 	40	
 	 	120	
 	 	319	
 	 	439	
 	 	(86	)	 	2004	
 Natchez Trace	 	 Hohenwald	 	 TN	 	—	
 	 	533	
 	 	1,257	
 	 	7	
 	 	282	
 	 	540	
 	 	1,539	
 	 	2,079	
 	 	(398	)	 	2004	
 Alamo Palms Resort	 	 Harlingen	 	TX	 	—	
 	 	1,562	
 	 	7,924	
 	 	—	
 	 	—	
 	 	1,562	
 	 	7,924	
 	 	9,486	
 	 	—	
 	 	2012	
 Bay Landing	 	 Bridgeport	 	 TX	 	—	
 	 	438	
 	 	1,033	
 	 	6	
 	 	396	
 	 	444	
 	 	1,429	
 	 	1,873	
 	 	(318	)	 	2004	
 Colorado River	 	 Columbus	 	 TX	 	—	
 	 	466	
 	 	1,099	
 	 	6	
 	 	112	
 	 	472	
 	 	1,211	
 	 	1,683	
 	 	(329	)	 	2004	
 Country Sunshine	 	 Weslaco	 	 TX	 	—	
 	 	627	
 	 	1,881	
 	 	—	
 	 	832	
 	 	627	
 	 	2,713	
 	 	3,340	
 	 	(853	)	 	2004	
 Fun n Sun RV	 	 San Benito	 	 TX	 	(6,589	)	 	2,533	
 	 	5,560	
 	 	412	
 	 	5,821	
 	 	2,945	
 	 	11,381	
 	 	14,326	
 	 	(5,544	)	 	1998	
 Lake Conroe	 	 Willis	 	 TX	 	—	
 	 	1,363	
 	 	3,214	
 	 	18	
 	 	1,659	
 	 	1,381	
 	 	4,873	
 	 	6,254	
 	 	(1,196	)	 	2004	
 Lake Tawakoni	 	 Point	 	 TX	 	—	
 	 	691	
 	 	1,629	
 	 	9	
 	 	279	
 	 	700	
 	 	1,908	
 	 	2,608	
 	 	(490	)	 	2004	
 Lake Texoma	 	 Gordonville	 	 TX	 	—	
 	 	488	
 	 	1,151	
 	 	6	
 	 	702	
 	 	494	
 	 	1,853	
 	 	2,347	
 	 	(450	)	 	2004	
 Lake Whitney	 	 Whitney	 	 TX	 	—	
 	 	679	
 	 	1,602	
 	 	10	
 	 	691	
 	 	689	
 	 	2,293	
 	 	2,982	
 	 	(526	)	 	2004	
 Lakewood	 	 Harlingen	 	 TX	 	—	
 	 	325	
 	 	979	
 	 	—	
 	 	160	
 	 	325	
 	 	1,139	
 	 	1,464	
 	 	(367	)	 	2004	
 Medina Lake	 	 Lakehills	 	 TX	 	—	
 	 	936	
 	 	2,208	
 	 	12	
 	 	874	
 	 	948	
 	 	3,082	
 	 	4,030	
 	 	(803	)	 	2004	
 Paradise Park RV	 	 Harlingen	 	 TX	 	—	
 	 	1,568	
 	 	4,705	
 	 	—	
 	 	754	
 	 	1,568	
 	 	5,459	
 	 	7,027	
 	 	(1,556	)	 	2004	
 Paradise South	 	 Mercedes	 	 TX	 	—	
 	 	448	
 	 	1,345	
 	 	—	
 	 	289	
 	 	448	
 	 	1,634	
 	 	2,082	
 	 	(470	)	 	2004	
 Southern Comfort	 	 Weslaco	 	 TX	 	—	
 	 	1,108	
 	 	3,323	
 	 	—	
 	 	309	
 	 	1,108	
 	 	3,632	
 	 	4,740	
 	 	(1,095	)	 	2004	
 Sunshine RV	 	 Harlingen	 	 TX	 	—	
 	 	1,494	
 	 	4,484	
 	 	—	
 	 	990	
 	 	1,494	
 	 	5,474	
 	 	6,968	
 	 	(1,588	)	 	2004	
 Tropic Winds	 	 Harlingen	 	 TX	 	—	
 	 	1,221	
 	 	3,809	
 	 	—	
 	 	522	
 	 	1,221	
 	 	4,331	
 	 	5,552	
 	 	(1,524	)	 	2002	
 Victoria Palms Resort	 	 Harlingen	 	TX	 	—	
 	 	2,849	
 	 	12,305	
 	 	—	
 	 	—	
 	 	2,849	
 	 	12,305	
 	 	15,154	
 	 	—	
 	 	2012	
 All Seasons	 	 Salt Lake City	 	 UT	 	(3,224	)	 	510	
 	 	1,623	
 	 	—	
 	 	498	
 	 	510	
 	 	2,121	
 	 	2,631	
 	 	(1,050	)	 	1997	
 St. George	 	 Hurricane	 	 UT	 	—	
 	 	64	
 	 	264	
 	 	2	
 	 	138	
 	 	66	
 	 	402	
 	 	468	
 	 	(39	)	 	2010	
 Westwood Village	 	 Farr West	 	 UT	 	(10,354	)	 	1,346	
 	 	4,179	
 	 	—	
 	 	1,888	
 	 	1,346	
 	 	6,067	
 	 	7,413	
 	 	(3,015	)	 	1997	
 Chesapeake Bay	 	 Cloucester	 	 VA	 	—	
 	 	1,230	
 	 	2,900	
 	 	16	
 	 	1,036	
 	 	1,246	
 	 	3,936	
 	 	5,182	
 	 	(987	)	 	2004	
 Harbor View	 	 Colonial Beach	 	 VA	 	—	
 	 	64	
 	 	202	
 	 	—	
 	 	336	
 	 	64	
 	 	538	
 	 	602	
 	 	(105	)	 	2006	
 Lynchburg	 	 Gladys	 	 VA	 	—	
 	 	266	
 	 	627	
 	 	4	
 	 	169	
 	 	270	
 	 	796	
 	 	1,066	
 	 	(208	)	 	2004	
 Meadows of Chantilly	 	 Chantilly	 	 VA	 	(32,236	)	 	5,430	
 	 	16,440	
 	 	—	
 	 	6,845	
 	 	5,430	
 	 	23,285	
 	 	28,715	
 	 	(12,852	)	 	1994	

S-12

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Initial Cost to
Company	 	Costs Capitalized
Subsequent to
Acquisition
(Improvements)	 	Gross Amount Carried
at Close of
Period 12/31/12	 	 	 	 	
Real Estate (1)	 	Location	 	Encumbrances	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Land	 	Depreciable
Property	 	Total	 	Accumulated
Depreciation	 	Date of
Acquisition	
 Regency Lakes	 	 Winchester	 	 VA	 	$	(9,887	)	 	$	9,757	
 	 	$	19,055	
 	 	$	—	
 	 	$	21	
 	 	$	9,757	
 	 	$	19,076	
 	 	$	28,833	
 	 	$	(2,128	)	 	2011	
 Virginia Landing	 	 Quinby	 	 VA	 	—	
 	 	602	
 	 	1,419	
 	 	8	
 	 	173	
 	 	610	
 	 	1,592	
 	 	2,202	
 	 	(437	)	 	2004	
 Williamsburg	 	 Williamsburg	 	 VA	 	—	
 	 	111	
 	 	350	
 	 	—	
 	 	81	
 	 	111	
 	 	431	
 	 	542	
 	 	(88	)	 	2006	
 Birch Bay	 	 Blaine	 	 WA	 	—	
 	 	502	
 	 	1,185	
 	 	7	
 	 	83	
 	 	509	
 	 	1,268	
 	 	1,777	
 	 	(344	)	 	2004	
 Chehalis	 	 Chehalis	 	 WA	 	—	
 	 	590	
 	 	1,392	
 	 	8	
 	 	668	
 	 	598	
 	 	2,060	
 	 	2,658	
 	 	(504	)	 	2004	
 Crescent Bar	 	 Quincy	 	 WA	 	—	
 	 	314	
 	 	741	
 	 	4	
 	 	202	
 	 	318	
 	 	943	
 	 	1,261	
 	 	(240	)	 	2004	
 Grandy Creek	 	 Concrete	 	 WA	 	—	
 	 	475	
 	 	1,425	
 	 	—	
 	 	146	
 	 	475	
 	 	1,571	
 	 	2,046	
 	 	(260	)	 	2008	
 Kloshe Illahee	 	 Federal Way	 	 WA	 	(16,697	)	 	2,408	
 	 	7,286	
 	 	—	
 	 	636	
 	 	2,408	
 	 	7,922	
 	 	10,330	
 	 	(4,016	)	 	1997	
 La Conner	 	 La Conner	 	 WA	 	—	
 	 	600	
 	 	1,416	
 	 	8	
 	 	719	
 	 	608	
 	 	2,135	
 	 	2,743	
 	 	(561	)	 	2004	
 Leavenworth	 	 Leavenworth	 	 WA	 	—	
 	 	786	
 	 	1,853	
 	 	11	
 	 	452	
 	 	797	
 	 	2,305	
 	 	3,102	
 	 	(590	)	 	2004	
 Little Diamond	 	 Newport	 	 WA	 	—	
 	 	353	
 	 	834	
 	 	5	
 	 	594	
 	 	358	
 	 	1,428	
 	 	1,786	
 	 	(287	)	 	2004	
 Long Beach	 	 Seaview	 	 WA	 	—	
 	 	321	
 	 	758	
 	 	4	
 	 	170	
 	 	325	
 	 	928	
 	 	1,253	
 	 	(231	)	 	2004	
 Mount Vernon	 	 Bow	 	 WA	 	—	
 	 	621	
 	 	1,464	
 	 	8	
 	 	600	
 	 	629	
 	 	2,064	
 	 	2,693	
 	 	(519	)	 	2004	
 Oceana	 	 Oceana City	 	 WA	 	—	
 	 	283	
 	 	668	
 	 	4	
 	 	82	
 	 	287	
 	 	750	
 	 	1,037	
 	 	(191	)	 	2004	
 Paradise	 	 Silver Creek	 	 WA	 	—	
 	 	466	
 	 	1,099	
 	 	6	
 	 	214	
 	 	472	
 	 	1,313	
 	 	1,785	
 	 	(343	)	 	2004	
 Tall Chief	 	 Fall City	 	 WA	 	—	
 	 	314	
 	 	946	
 	 	—	
 	 	201	
 	 	314	
 	 	1,147	
 	 	1,461	
 	 	(116	)	 	2010	
 Thunderbird	 	 Monroe	 	 WA	 	—	
 	 	500	
 	 	1,178	
 	 	7	
 	 	171	
 	 	507	
 	 	1,349	
 	 	1,856	
 	 	(356	)	 	2004	
 Arrowhead	 	 Wisconsin Dells	 	 WI	 	—	
 	 	522	
 	 	1,616	
 	 	—	
 	 	340	
 	 	522	
 	 	1,956	
 	 	2,478	
 	 	(405	)	 	2006	
 Fremont	 	 Fremont	 	 WI	 	(3,791	)	 	1,437	
 	 	4,296	
 	 	—	
 	 	478	
 	 	1,437	
 	 	4,774	
 	 	6,211	
 	 	(1,307	)	 	2004	
 Plymouth Rock	 	 Elkhart Lake	 	 WI	 	(6,703	)	 	2,293	
 	 	6,879	
 	 	—	
 	 	294	
 	 	2,293	
 	 	7,173	
 	 	9,466	
 	 	(925	)	 	2009	
 Tranquil Timbers	 	 Sturgeon Bay	 	 WI	 	—	
 	 	714	
 	 	2,152	
 	 	—	
 	 	255	
 	 	714	
 	 	2,407	
 	 	3,121	
 	 	(529	)	 	2006	
 Yukon Trails	 	 Lyndon Station	 	 WI	 	—	
 	 	556	
 	 	1,629	
 	 	—	
 	 	171	
 	 	556	
 	 	1,800	
 	 	2,356	
 	 	(497	)	 	2004	
 Subtotal of Properties Held for Long Term	 	(2,069,181	)	 	1,014,140	
 	 	2,520,744	
 	 	5,441	
 	 	412,428	
 	 	1,019,581	
 	 	2,933,172	
 	 	3,952,753	
 	 	(927,170	)	 	 	
 Realty Systems, Inc.	 	 	 	 	 	(685	)	 	—	
 	 	—	
 	 	—	
 	 	200,539	
 	 	—	
 	 	200,539	
 	 	200,539	
 	 	(22,095	)	 	2002	
 Management Business and other	 	—	
 	 	—	
 	 	436	
 	 	—	
 	 	17,789	
 	 	—	
 	 	18,225	
 	 	18,225	
 	 	(14,392	)	 	1990	
 	 	 	 	 	 	$	(2,069,866	)	 	$	1,014,140	
 	 	$	2,521,180	
 	 	$	5,441	
 	 	$	630,756	
 	 	$	1,019,581	
 	 	$	3,151,936	
 	 	$	4,171,517	
 	 	$	(963,657	)	 	 	
 _________________________________
 	 	
(1)	The schedule excludes Properties in which the Company has 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.	

S-13

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

The changes in total real estate for the years ended December 31, 2012, 2011 and 2010 were as follows:

 	 	2012	 	2011 (1)	 	2010 (1)	
Balance, beginning of year	$	4,080,149	
 	 	$	2,584,987	
 	 	$	2,538,215	
 	
 	Acquisitions	18,738	
 	 	1,431,339	
 	 	2,796	
 	
 	Improvements	75,260	
 	 	62,032	
 	 	48,629	
 	
 	Dispositions and other	(2,630	)	 	1,791	
 	 	(4,653	)	
Balance, end of year	$	4,171,517	
 	 	$	4,080,149	
 	 	$	2,584,987	
 	
_____________________________________
 	 	
(a)	Certain prior year amounts have been reclassified to conform to the 2012 presentation. These reclassifications had no material effect on the consolidated financial statements.	

The changes in accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 were as follows:

 	 	2012	 	2011	 	2010	
Balance, beginning of year	$	813,926	
 	 	$	700,665	
 	 	$	629,768	
 	
 	Depreciation expense (a)	104,917	
 	 	84,257	
 	 	70,952	
 	
 	Amortization of in-place leases	45,122	
 	 	28,479	
 	 	—	
 	
 	Dispositions and other	(308	)	 	525	
 	 	(55	)	
Balance, end of year	$	963,657	
 	 	$	813,926	
 	 	$	700,665	
 	
________________________
 	 	
(a)	Includes approximately $6.1 million, $4.3 million and $2.8 million of depreciation from rental operations for the years ended December 31, 2012, 2011 and 2010, respectively.	

S-14

Exhibit 12

Equity LifeStyle Properties, Inc.
Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends
(Dollars in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2012	2011	2010	2009	2008	
Income before equity in income of unconsolidated joint ventures and gain (loss) on sale of property	$	67,963	
 	$	40,556	
 	$	58,601	
 	$	48,499	
 	$	34,813	
 	
Combined fixed charges and preferred stock dividends	139,137	
 	116,292	
 	107,291	
 	114,454	
 	115,574	
 	
Earnings	$	207,100	
 	$	156,848	
 	$	165,892	
 	$	162,953	
 	$	150,387	

Interest incurred	$	119,119	
 	$	96,253	
 	$	88,750	
 	$	95,740	
 	$	96,606	
 	
Amortization of deferred financing costs and other	5,405	
 	3,415	
 	2,401	
 	2,571	
 	2,824	
 	
Perpetual Preferred OP unit Distributions	—	
 	2,801	
 	16,140	
 	16,143	
 	16,144	
 	
Preferred stock dividends	14,613	
 	13,823	
 	—	
 	—	
 	—	
 	
Combined fixed charges and preferred stock dividends	$	139,137	
 	$	116,292	
 	$	107,291	
 	$	114,454	
 	$	115,574	
 	
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends	1.49	
 	1.35	
 	1.55	
 	1.42	
 	1.30	

Exhibit 21

Equity LifeStyle Properties, Inc.
Subsidiaries of Registrant

 	 	
 	State of Incorporated or Organization	
MHC Operating Limited Partnership	Illinois	
MHC TT, Inc.	Delaware	
Reality Systems, Inc.	Delaware	

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-68473, No. 333-28469, No. 333-25295, No. 33-76846 and No. 333-66550, and Form S-3 No. 333-90813, No. 333-65515, No. 333-25297, No. 333-1710, No. 33-82902, No. 33-97288, No. 333-181242 and No. 333-125850) of Equity Lifestyle Properties, Inc., of our reports dated February 28, 2013, with respect to the consolidated financial statements and schedule of Equity Lifestyle Properties, Inc., and the effectiveness of internal control over financing reporting of Equity Lifestyle Properties, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2012.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG, LLP

Chicago, Illinois
February 28, 2013 

Exhibit 24.1

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Lake            )

KNOW ALL MEN BY THESE PRESENTS that Philip C. Calian, having an address at Evanston, Illinois, has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Philip C. Calian, has hereunto, set his hand this 19th day of February, 2013.

/s/ Philip C. Calian            
Philip C. Calian 

I, Heather H. Piel, a Notary Public in and for said County in the State aforesaid, do hereby certify that Philip C. Calian, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 19th day of February, 2013.

/s/ Heather H. Piel        
(Notary Public)

My Commission Expires:

May 18, 2013        

Exhibit 24.2

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Cook            )

KNOW ALL MEN BY THESE PRESENTS that David J. Contis, having an address at Indianapolis, Indiana has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, David J. Contis, has hereunto, set his hand this 15th day of February, 2013.

/s/ David J. Contis            
David J. Contis 

I, Jo A. Figueroa, a Notary Public in and for said County in the State aforesaid, do hereby certify that David J. Contis, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 15th day of February, 2013.

/s/ Jo A. Figueroa            
(Notary Public)

My Commission Expires:

June 7, 2014            

Exhibit 24.3

POWER OF ATTORNEY

STATE OF     New Jersey        )
) SS
COUNTY OF    Monmouth        )

KNOW ALL MEN BY THESE PRESENTS that Thomas E. Dobrowski, having an address at Spring Lake, New Jersey, has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Thomas E. Dobrowski, has hereunto, set his hand this 19th day of February, 2013.

/s/ Thomas E. Dobrowski        
Thomas E. Dobrowski 

I, Lindsay E. Garbini, a Notary Public in and for said County in the State aforesaid, do hereby certify that Thomas E. Dobrowski, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 19th day of February, 2013.

/s/ Lindsay E. Garbini     
(Notary Public)

My Commission Expires:

March 9, 2015    

Exhibit 24.4

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Cook            )

KNOW ALL MEN BY THESE PRESENTS that Sheli Z. Rosenberg, having an address at Chicago, Illinois has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for her and in her name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as she might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Sheli Z. Rosenberg, has hereunto, set her hand this 18th day of February, 2013.

/s/ Sheli Z. Rosenberg            
Sheli Z. Rosenberg 

I, Gina M. Valent, a Notary Public in and for said County in the State aforesaid, do hereby certify that Sheli Z. Rosenberg, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 18th day of February, 2013.

/s/ Gina M. Valent            
(Notary Public)

My Commission Expires:

December 21, 2014            

Exhibit 24.5

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Cook            )

KNOW ALL MEN BY THESE PRESENTS that Howard Walker, having an address at Chicago, Illinois, has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Howard Walker, has hereunto, set his hand this 21st day of February, 2013.

/s/ Howard Walker            
Howard Walker 

I, Jo A. Figueroa, a Notary Public in and for said County in the State aforesaid, do hereby certify that Howard Walker, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 21st day of February, 2013.

/s/ Jo A. Figueroa            
(Notary Public)

My Commission Expires:

June 7, 2014            

Exhibit 24.6

POWER OF ATTORNEY

STATE OF     Washington        )
) SS
COUNTY OF    Kitsap            )

KNOW ALL MEN BY THESE PRESENTS that Gary L. Waterman, having an address at Bainbridge, Washington, has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Gary L. Waterman, has hereunto, set his hand this 19th day of February, 2013.

/s/ Gary L. Waterman            
Gary L. Waterman 

I, Lydia Byrd, a Notary Public in and for said County in the State aforesaid, do hereby certify that Gary L. Waterman, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 19th day of February, 2013.

/s/ Lydia Byrd            
(Notary Public)

My Commission Expires:

May 2, 2015    

Exhibit 24.7

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Cook            )

KNOW ALL MEN BY THESE PRESENTS that Samuel Zell, having an address at Chicago, Illinois has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Samuel Zell, has hereunto, set his hand this 21st day of February, 2013.

/s/ Samuel Zell                
Samuel Zell 

I, Jo A. Figueroa, a Notary Public in and for said County in the State aforesaid, do hereby certify that Samuel Zell, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 21st day of February, 2013.

/s/ Jo A. Figueroa            
(Notary Public)

My Commission Expires:

June 7, 2014            

Exhibit 24.8

POWER OF ATTORNEY

STATE OF     Illinois            )
) SS
COUNTY OF    Cook            )

KNOW ALL MEN BY THESE PRESENTS that Thomas P. Heneghan, having an address at Naperville, Illinois, has made, constituted and appointed and BY THESE PRESENTS, does make, constitute and appoint Marguerite Nader and Paul Seavey, or either of them singly (with full power to each of them to act alone), having an address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and in his name, place and stead to sign and execute in any and all capacities this Annual Report on Form 10-K and any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, giving and granting unto each of such, Attorney-in-Fact, full power and authority to do and perform each and every act and thing, requisite and necessary to be done in and about the premises, as fully, to all intents and purposes as he might or could do if personally present at the doing thereof, with full power of substitution, resubstitution and revocation, hereby ratifying and confirming all that each of such Attorney-in-Fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

This power of Attorney shall remain in full force and effect until terminated by the undersigned through the instrumentality of a signed writing.

IN WITNESS WHEREOF, Thomas P. Heneghan, has hereunto, set his hand this 21st day of February, 2013.

/s/ Thomas P. Heneghan            
Thomas P. Heneghan 

I, Jo A. Figueroa, a Notary Public in and for said County in the State aforesaid, do hereby certify that Thomas P. Heneghan, personally know to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free voluntary act for the uses and purposes therein set forth.

Given under my hand and notarial seal this 21st day of February, 2013.

/s/ Jo A. Figueroa        
(Notary Public)

My Commission Expires:

June 7, 2014        

Exhibit 31.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Paul Seavey certify that:
 	 	
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.	
Date:February 28, 2013                By:    /s/ Paul Seavey                
Paul Seavey
Senior Vice President, Chief Financial Officer and Treasurer

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Marguerite Nader, certify that:
 	 	
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.	
Date:February 28, 2013                    By:    /s/ Marguerite Nader            
Marguerite Nader
President and Chief Executive Officer

Exhibit 32.1

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2012 (the “Annual Report”), I, Paul Seavey, Senior Vice President, Chief Financial Officer and Treasurer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
 	 	
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.	
Date:February 28, 2013                By:    /s/ Paul Seavey                
Paul Seavey
Senior Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2012 (the “Annual Report”), I, Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
 	 	
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.	
Date:February 28, 2013                    By:    /s/ Marguerite Nader                
Marguerite Nader
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.