EQUITY LIFESTYLE PROPERTIES INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our 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 we are required to disclose in the reports that we file 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 we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports. Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation as of the end of the period covered by this annual report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and our disclosure of information 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, 2023. Changes in Internal Control Over Financial Reporting Other than the item noted below, there were no material changes in our internal control over financial reporting during the year ended December 31, 2023. Report of Management on Internal Control Over Financial Reporting Our management 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. Our 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, we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “ Internal Control-Integrated Framework ” (2013 framework). The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by our independent registered public accounting firm, as stated in its report on page F-4. Remediation of Material Weakness As previously reported in our 2022 Annual Report on Form 10-K/A, management identified a material weakness related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes within the Consolidated Statement of Cash Flows. During the quarter ended June 30, 2023, we enhanced our control activities related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes within the Consolidated Statement of Cash Flows. We tested the enhanced control activities as of June 30, 2023 and September 30, 2023 and 59 management has concluded, through its testing, that the control was operating effectively and the material weakness was remediated as of September 30, 2023. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 60 PART III Items 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive Compensation The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2024 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have 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 Securities Authorized for Issuance Under Equity Compensation Plans The following table presents securities authorized for issuance under our equity compensation plans as of December 31, 2023: 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) 89,435 $ 56.18 5,135,450 Equity compensation plans not approved by security holders (2) N/A N/A 644,579 Total 89,435 $ 56.18 5,780,029 _____________________ (1) Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “ 2014 Plan ” ). (2) Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make 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 NYSE 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 2024 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 Accounting Fees and Services The information required by Items 13 and 14 will be contained in the Proxy Statement on Schedule 14A for the 2024 Annual Meeting and is therefore incorporated by reference, and thus Items 13 and 14 have been omitted in accordance with General Instruction G(3) to Form 10-K. 61 PART IV Item 15. Exhibits, Financial Statements Schedules 1. Financial Statements See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K. 2. Financial Statement Schedule See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K. 3. Exhibits: In reviewing the agreements included as exhibits to this 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 us or the other parties to the agreements. The agreements may 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 us may be found elsewhere in this Form 10-K and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov . 3.1 (a) Articles of Amendment and Restatement of Equity LifeStyle Properties, Inc., effective May 15, 2007 3.2 (b) Articles of Amendment of Equity LifeStyle Properties, Inc., effective November 26, 2013 3.3 (c) Articles of Amendment of Equity LifeStyle Properties, Inc., effective May 2, 2019 3.4 (d) Form of Articles Supplementary for Preferred Stock 3.5 (e) Articles of Amendment of Equity LifeStyle Properties, Inc., effective May 4, 2020 3.6 (f) Fourth Amended and Restated Bylaws, effective as of July 25, 2023 4.1 (g) Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share 4.2 * Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 (i) Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996 10.2 (j) Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004 10.3 (k) Second Amendment to the Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership effective as of December 31, 2013 10.4 (h) Third Amendment to the Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership effective as of December 31, 2018 10.5 (l)(+) Equity LifeStyle Properties, Inc. 2014 Equity Incentive Plan effective May 13, 2014 (the "Plan") 10.6 (m)(+) Amended and Restated Equity LifeStyle Properties, Inc. 1997 Non-Qualified Employee Stock Purchase Plan, effective May 10, 2016 10.7 (n)(+) Form of Indemnification Agreement 62 10.8 (o) Third Amended and Restated Credit Agreement, dated as of April 19, 2021, by and among MHC Operating Limited Partnership, as Borrower, Equity LifeStyle Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and each of the Lenders set forth therein 10.9 (o) Third Amended and Restated Guaranty dated as of April 19, 2021 by Equity LifeStyle Properties, Inc. in favor of Wells Fargo Bank, National Association 10.10 (p)(+) Amendment, dated March 1, 2023, to the Third Amended and Restated Credit Agreement, dated as of April 19, 2021, by and among MHC Operating Limited Partnership, the Company, Wells Fargo, National Association, and each of the Lenders set forth therein 10.11 (q)(+) Form of Restricted Share Award Agreement for the Plan 10.12 (q)(+) Form of Option Award Agreement for the Plan 14 (r) Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated October 27, 2022 21 * Subsidiaries of the Registrant 23 * Consent of Independent Registered Public Accounting Firm 31.1 * Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 31.2 * Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 32.1 * Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 32.2 * Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 97* (+) Compensatory Recovery Policy 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) The following documents are incorporated by reference. (a) Included as an exhibit to our Report on Form 8-K filed May 22, 2007 (b) Included as an exhibit to our Report on Form 8-K filed November 26, 2013 (c) Included as an exhibit to our Report on Form 8-K filed May 2, 2019 (d) Included as an exhibit to our Report on Form 8-K filed February 25, 2020 (e) Included as an exhibit to our Report on Form 8-K filed May 4, 2020 (f) Included as an exhibit to our Report on Form 8-K filed July 28, 2023 (g) Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014 (h) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2020 (i) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996 (j) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005 (k) Included as an exhibit to our Report on Form 8-K filed January 2, 2014 (l) Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014 (m) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016 (n) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006 (o) Included as an exhibit to our Report on Form 8-K filed April 23, 2021 (p) Included as an exhibit to our Report on Form 10-Q/A for the quarter ended March 31, 2023 (q) Included as an exhibit to our Report on Form 8-K filed May 13, 2014 (r) Included as an exhibit to our Report on Form 10-K/A for the year ended December 31, 2022 * Filed herewith (+) Management contract or compensatory plan or arrangement. 63 Item 16. Form 10-K Summary None. 64 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 21, 2024 By: /s/ M ARGUERITE N ADER Marguerite Nader President and Chief Executive Officer (Principal Executive Officer) Date: February 21, 2024 By: /s/ P AUL S EAVEY Paul Seavey Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 21, 2024 By: /s/ V ALERIE H ENRY Valerie Henry Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 65 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/ M ARGUERITE N ADER President, Chief Executive Officer and Director (Principal Executive Officer) February 21, 2024 Marguerite Nader /s/ P AUL S EAVEY Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 21, 2024 Paul Seavey /s/ V ALERIE H ENRY Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 21, 2024 Valerie Henry /s/ T HOMAS H ENEGHAN Chairman of the Board February 21, 2024 Thomas Heneghan /s/ A NDREW B ERKENFIELD Director February 21, 2024 Andrew Berkenfield /s/ D ERRICK B URKS Director February 21, 2024 Derrick Burks /s/ P HILIP C ALIAN Director February 21, 2024 Philip Calian /s/ D AVID C ONTIS Director February 21, 2024 David Contis /s/ C ONSTANCE F REEDMAN Director February 21, 2024 Constance Freedman /s/ RADHIKA PAPANDREOU Director February 21, 2024 Radhika Papandreou /s/ S COTT P EPPET Director February 21, 2024 Scott Peppet /s/ S HELI R OSENBERG Director February 21, 2024 Sheli Rosenberg 66 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE EQUITY LIFESTYLE PROPERTIES, INC. Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 5 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021 F- 8 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 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 us. F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Equity LifeStyle Properties, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Equity LifeStyle Properties, Inc. (the Company) as of December 31, 2023 and 2022, 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, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Impairment of Long-Lived Assets Description of the Matter At December 31, 2023, the Company’s consolidated net investment in real estate totaled $5.3 billion. As discussed in Note 2 to the consolidated financial statements, the Company’s investment in real estate is reviewed for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. If an impairment indicator exists related to an investment in real estate that is held and used, the expected future undiscounted cash flows are compared 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, an impairment loss is recorded for the excess, if any, of the carrying amount of the asset over its estimated fair value. Auditing the Company’s evaluation of impairment of long-lived assets was complex and highly subjective. The determination of the undiscounted cash flows for properties where impairment indicators have been identified is sensitive to significant assumptions such as forecasted net operating income, and capitalization rates used to estimate the property’s residual value, both of which can be affected by expectations about future market conditions, customer demand, and competition. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating impairment of long-lived assets, including controls over management’s review of the assumptions described above. To test the Company’s process for evaluating impairment of long-lived assets, we performed audit procedures that included, among others, assessing the methodology used, evaluating the assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by the Company to historical operational results, current market data, and real estate industry publications. As part of our procedures, we also evaluated significant variances between the forecasted cash flows and historical actual results and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows that would result from changes in the assumptions used by management. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1996. Chicago, Illinois February 21, 2024 F-3 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Equity LifeStyle Properties, Inc. Opinion on Internal Control Over Financial Reporting We have audited Equity LifeStyle Properties, Inc.’s (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, 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, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 21, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s 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 Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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. Definition and Limitations of Internal Control Over Financial Reporting 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. /s/ Ernst & Young LLP Chicago, Illinois February 21, 2024 F-4 Equity LifeStyle Properties, Inc. Consolidated Balance Sheets (amounts in thousands, except share and per share data) December 31, 2023 December 31, 2022 Assets Investment in real estate: Land $ 2,088,657 $ 2,084,532 Land improvements 4,380,649 4,115,439 Buildings and other depreciable property 1,236,985 1,169,590 7,706,291 7,369,561 Accumulated depreciation ( 2,448,876 ) ( 2,258,540 ) Net investment in real estate 5,257,415 5,111,021 Cash and restricted cash 29,937 22,347 Notes receivable, net 49,937 45,356 Investment in unconsolidated joint ventures 85,304 81,404 Deferred commission expense 53,641 50,441 Other assets, net 137,499 181,950 Total Assets $ 5,613,733 $ 5,492,519 Liabilities and Equity Liabilities: Mortgage notes payable, net $ 2,989,959 $ 2,693,167 Term loan, net 497,648 496,817 Unsecured line of credit 31,000 198,000 Accounts payable and other liabilities 151,567 175,148 Deferred membership revenue 218,337 197,743 Accrued interest payable 12,657 11,739 Rents and other customer payments received in advance and security deposits 126,451 122,318 Distributions payable 87,493 80,102 Total Liabilities 4,115,112 3,975,034 Equity: Stockholders' Equity: Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of December 31, 2023 and December 31, 2022; none issued and outstanding. — — Common stock, $ 0.01 par value, 600,000,000 shares authorized as of December 31, 2023 and December 31, 2022; 186,426,281 and 186,120,298 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. 1,917 1,916 Paid-in capital 1,644,319 1,628,618 Distributions in excess of accumulated earnings ( 223,576 ) ( 204,248 ) Accumulated other comprehensive income 6,061 19,119 Total Stockholders’ Equity 1,428,721 1,445,405 Non-controlling interests – Common OP Units 69,900 72,080 Total Equity 1,498,621 1,517,485 Total Liabilities and Equity $ 5,613,733 $ 5,492,519 The accompanying notes are an integral part of the consolidated financial statements. F-5 Equity LifeStyle Properties, Inc. Consolidated Statements of Income and Comprehensive Income (amounts in thousands, except per share data) Years Ended December 31, 2023 2022 2021 Revenues: Rental income $ 1,178,959 $ 1,118,601 $ 1,032,575 Annual membership subscriptions 65,379 63,215 58,251 Membership upgrade sales 14,719 12,958 11,191 Other income 67,407 56,144 50,298 Gross revenues from home sales, brokered resales and ancillary services 145,219 180,179 152,517 Interest income 9,037 7,430 7,016 Income from other investments, net 8,703 8,553 4,555 Total revenues 1,489,423 1,447,080 1,316,403 Expenses: Property operating and maintenance 469,912 443,157 398,983 Real estate taxes 77,993 74,145 72,671 Membership sales and marketing 20,974 20,317 18,668 Property management 76,170 74,083 65,979 Depreciation and amortization 203,738 202,362 188,444 Cost of home sales, brokered resales and ancillary sales 107,668 139,012 120,623 Home selling expenses and ancillary operating expenses 27,453 27,321 23,538 General and administrative 47,280 44,857 39,576 Casualty-related charges/(recoveries), net — — — Other expenses 5,768 8,646 4,241 Early debt retirement 68 1,156 2,784 Interest and related amortization 132,342 116,562 108,718 Total expenses 1,169,366 1,151,618 1,044,225 Income before income taxes and other items 320,057 295,462 272,178 Gain/(Loss) on sale of real estate and impairment, net ( 3,581 ) — ( 59 ) Income tax benefit 10,488 — — Equity in income of unconsolidated joint ventures 2,713 3,363 3,881 Consolidated net income 329,677 298,825 276,000 Income allocated to non-controlling interests – Common OP Units ( 15,470 ) ( 14,198 ) ( 13,522 ) Redeemable perpetual preferred stock dividends ( 16 ) ( 16 ) ( 16 ) Net income available for Common Stockholders $ 314,191 $ 284,611 $ 262,462 Consolidated net income $ 329,677 $ 298,825 $ 276,000 Other comprehensive income (loss): Adjustment for fair market value of swaps ( 13,058 ) 15,595 3,524 Consolidated comprehensive income 316,619 314,420 279,524 Comprehensive income allocated to non-controlling interests – Common OP Units ( 14,862 ) ( 15,005 ) ( 13,692 ) Redeemable perpetual preferred stock dividends ( 16 ) ( 16 ) ( 16 ) Comprehensive income attributable to Common Stockholders $ 301,741 $ 299,399 $ 265,816 The accompanying notes are an integral part of the consolidated financial statements. F-6 Equity LifeStyle Properties, Inc. Consolidated Statements of Income and Comprehensive Income (amounts in thousands, except per share data) Years Ended December 31, 2023 2022 2021 Earnings per Common Share – Basic $ 1.69 $ 1.53 $ 1.43 Earnings per Common Share – Fully Diluted $ 1.69 $ 1.53 $ 1.43 Weighted average Common Shares outstanding – Basic 186,061 185,780 182,917 Weighted average Common Shares outstanding – Fully Diluted 195,429 195,255 192,883 The accompanying notes are an integral part of the consolidated financial statements. F-7 Equity LifeStyle Properties, Inc. Consolidated Statements of Changes In Equity (amounts in thousands) Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non- Controlling Interests – Common OP Units Total Equity Balance as of December 31, 2020 $ 1,813 $ 1,411,397 $ — $ ( 179,523 ) $ — $ 71,068 $ 1,304,755 Exchange of Common OP Units for Common Stock 16 10,820 — — — ( 10,836 ) — Issuance of OP Units — — — — — 34,005 34,005 Issuance of Common Stock through employee stock purchase plan — 2,224 — — — — 2,224 Issuance of Common Stock 84 140,170 — — — — 140,254 Compensation expenses related to restricted stock and stock options — 10,855 — — — — 10,855 Repurchase of Common Stock or Common OP Units — ( 2,814 ) — — — — ( 2,814 ) Adjustment for Common OP Unitholders in the Operating Partnership — 22,961 — — — ( 22,961 ) — Adjustment for fair market value of swap — — — — 3,524 — 3,524 Consolidated net income — — 16 262,462 — 13,522 276,000 Distributions — — ( 16 ) ( 266,628 ) — ( 13,737 ) ( 280,381 ) Other — ( 2,251 ) — — — — ( 2,251 ) Balance as of December 31, 2021 1,913 1,593,362 — ( 183,689 ) 3,524 71,061 1,486,171 Exchange of Common OP Units for Common Stock — 312 — — — ( 312 ) — Issuance of Common Stock through employee stock purchase plan — 2,743 — — — — 2,743 Issuance of Common Stock 3 28,367 — — — — 28,370 Compensation expenses related to restricted stock and stock options — 10,537 — — — — 10,537 Repurchase of Common Stock or Common OP Units — ( 3,449 ) — — — — ( 3,449 ) Adjustment for Common OP Unitholders in the Operating Partnership — ( 2,357 ) — — — 2,357 — Adjustment for fair market value of swap — — — — 15,595 — 15,595 Consolidated net income — — 16 284,611 — 14,198 298,825 Distributions — — ( 16 ) ( 305,170 ) — ( 15,224 ) ( 320,410 ) Other — ( 897 ) — — — — ( 897 ) Balance as of December 31, 2022 1,916 1,628,618 — ( 204,248 ) 19,119 72,080 1,517,485 Exchange of Common OP Units for Common Stock 1 1,237 — — — ( 1,238 ) — Issuance of Common Stock through employee stock purchase plan — 1,983 — — — — 1,983 Compensation expenses related to restricted stock and stock options — 14,711 — — — — 14,711 Repurchase of Common Stock or Common OP Units — ( 1,932 ) — — — — ( 1,932 ) Adjustment for Common OP Unitholders in the Operating Partnership — ( 20 ) — — — 20 — Adjustment for fair market value of swap — — — — ( 13,058 ) — ( 13,058 ) Consolidated net income — — 16 314,191 — 15,470 329,677 Distributions — — ( 16 ) ( 333,519 ) — ( 16,432 ) ( 349,967 ) Other — ( 278 ) — — — — ( 278 ) Balance as of December 31, 2023 $ 1,917 $ 1,644,319 $ — $ ( 223,576 ) $ 6,061 $ 69,900 $ 1,498,621 The accompanying notes are an integral part of the consolidated financial statements. F-8 Equity LifeStyle Properties, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Years Ended December 31, 2023 2022 2021 Cash Flows From Operating Activities: Consolidated net income $ 329,677 $ 298,825 $ 276,000 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Loss on sale of real estate and impairment, net 3,581 5,423 59 Early debt retirement 68 1,156 2,784 Depreciation and amortization 209,101 207,050 191,432 Amortization of loan costs 4,921 4,839 4,671 Debt premium amortization ( 62 ) ( 181 ) ( 325 ) Equity in income of unconsolidated joint ventures ( 2,713 ) ( 3,363 ) ( 3,881 ) Distributions of income from unconsolidated joint ventures 1,328 4,567 52 Proceeds from insurance claims, net 37,561 ( 42,001 ) ( 875 ) Compensation expense related to incentive plans 17,833 8,760 12,694 Revenue recognized from membership upgrade sales upfront payments ( 14,719 ) ( 12,958 ) ( 11,191 ) Commission expense recognized related to membership sales 4,211 4,101 3,779 Deferred income tax benefit ( 10,488 ) — — Changes in assets and liabilities: Manufactured homes, net ( 31,825 ) ( 27,419 ) ( 4,963 ) Notes receivable, net ( 4,646 ) ( 4,647 ) ( 4,191 ) Deferred commission expense ( 7,411 ) ( 7,193 ) ( 8,657 ) Other assets, net ( 1,362 ) ( 3,645 ) ( 27,149 ) Accounts payable and other liabilities ( 25,778 ) 5,833 30,009 Deferred membership revenue 35,313 33,946 36,935 Rents and other customer payments received in advance and security deposits 3,415 2,721 11,844 Net cash provided by operating activities 548,005 475,814 509,027 Cash Flows From Investing Activities: Real estate acquisitions, net ( 9,326 ) ( 140,013 ) ( 537,896 ) Business acquisitions — — ( 41,769 ) Proceeds from disposition of properties, net — — ( 7 ) Investment in unconsolidated joint ventures ( 9,275 ) ( 26,407 ) ( 49,695 ) Distributions of capital from unconsolidated joint ventures 5,625 17,018 3,154 Proceeds from insurance claims, net 5,309 ( 3,388 ) 2,048 Capital improvements ( 317,086 ) ( 249,277 ) ( 204,265 ) Net cash used in investing activities ( 324,753 ) ( 402,067 ) ( 828,430 ) Cash Flows From Financing Activities: Proceeds from stock options and employee stock purchase plan 1,984 2,743 2,224 Gross proceeds from the issuance of common stock — 28,370 140,254 Distributions: Common Stockholders ( 326,404 ) ( 296,147 ) ( 261,748 ) Common OP Unitholders ( 16,156 ) ( 14,798 ) ( 13,953 ) Preferred Stockholders ( 16 ) ( 16 ) ( 16 ) Share based award tax withholding payments ( 1,932 ) ( 3,449 ) ( 2,814 ) Principal payments and mortgage debt repayment ( 164,583 ) ( 135,781 ) ( 128,738 ) Mortgage notes payable financing proceeds 463,753 200,000 270,016 Term loan proceeds — 200,000 600,000 Term loan repayment — — ( 300,000 ) Line of credit repayment ( 688,000 ) ( 557,000 ) ( 432,500 ) Line of credit proceeds 521,000 406,000 559,500 Debt issuance and defeasance costs ( 5,033 ) ( 3,825 ) ( 11,233 ) Other ( 275 ) ( 895 ) ( 2,251 ) Net cash (used in) provided by financing activities ( 215,662 ) ( 174,798 ) 418,741 Net increase (decrease) in cash and restricted cash 7,590 ( 101,051 ) 99,338 Cash and restricted cash, beginning of period 22,347 123,398 24,060 Cash and restricted cash, end of period $ 29,937 $ 22,347 $ 123,398 The accompanying notes are an integral part of the consolidated financial statements. F-9 Equity LifeStyle Properties, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Years Ended December 31, 2023 2022 2021 Supplemental information: Cash paid for interest, net $ 130,234 $ 111,871 $ 104,137 Cash paid for the purchase of manufactured homes $ 106,627 $ 123,522 $ 86,025 Real estate acquisitions: Investment in real estate $ ( 10,057 ) $ ( 141,588 ) $ ( 631,541 ) Notes receivable, net — ( 772 ) — Other assets, net — — ( 4,443 ) Debt assumed — — 39,986 Deferred membership revenue — 315 — Accounts payable and other liabilities 13 1,131 9,833 Rents and other customer payments received in advance and security deposits 718 901 14,265 OP Units issued — — 34,004 Real estate acquisitions, net $ ( 9,326 ) $ ( 140,013 ) $ ( 537,896 ) Business acquisitions: Intangibles $ — $ — $ ( 33,250 ) Goodwill — — ( 9,586 ) Other assets, net — — ( 933 ) Accounts payable and other liabilities — — 2,000 Acquisition of business, net $ — $ — $ ( 41,769 ) Real estate dispositions: Investment in real estate $ — $ — $ 52 Loss on sale of real estate, net — — ( 59 ) Real estate dispositions, net $ — $ — $ ( 7 ) The accompanying notes are an integral part of the consolidated financial statements. F-10 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 1— Organization Equity LifeStyle Properties, Inc. (“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our.” We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. We provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We believe we have qualified for taxation as a REIT. To maintain our qualification as a REIT, we must meet certain requirements, which are highly technical and complex. If we fail to qualify as a REIT, we could be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income. Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. We are the general partner of the Operating Partnership and own 95.3 % as of December 31, 2023. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock issued in such equity offerings. 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 in the Operating Partnership that is presented on the consolidated financial statements as Non-controlling interests—Common OP Units. As of December 31, 2023, the Non-controlling interests—Common OP Units were 9,104,654 , which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash. The issuance of additional shares of common stock or OP Units would change the respective ownership of the Operating Partnership for the Common OP Unitholders. Since we have elected to be taxed as a REIT for U.S. federal income tax purposes, certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, we have formed taxable REIT subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. (“RSI”) which, along with owning several properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. F-11 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2— Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements present the results of operations, financial position and cash flows of ELS, its majority-owned and controlled subsidiaries and variable interest entities (“VIEs”) in which ELS is the primary beneficiary. Intercompany balances and transactions have been eliminated. The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of approximately 95.3 %. The limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. Additionally, we have the power to direct the Operating Partnership's activities and the obligation to absorb its losses or the right to receive its benefits. Accordingly, we are the primary beneficiary, and we have continued to consolidate the Operating Partnership. Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for VIEs in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over the operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. (b) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 and site counts and acreage amounts are unaudited. (c) Investment in Real Estate Investment in real estate is recorded at cost less accumulated depreciation. Direct and indirect costs related to real estate improvement projects are capitalized, including salaries and related benefits of employees who are directly responsible for and spend their time on the execution and supervision of such projects. Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items, such as streets, sidewalks or water mains. Improvements to buildings and other depreciable property include clubhouses, laundry facilities, maintenance storage facilities, rental units and furniture, fixtures and equipment. For development and expansion projects, we capitalize direct project costs, such as construction, architectural and legal, as well as, indirect project costs such as interest, real estate taxes and salaries and related benefits of employees who are directly involved in the project. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project, or a portion of the project, is substantially complete and ready for its intended use. Depreciation is computed on a straight-line basis based on the estimated useful lives of the associated real estate assets. Useful Lives (in years) Land and Building Improvements 10 - 30 Manufactured Homes 10 - 25 Furniture, Fixture and Equipment 5 In-place leases Expected term Above and below-market leases Applicable lease term Long-lived assets to be held and used, including our investment in real estate, are evaluated for impairment indicators quarterly or whenever events or changes in circumstances indicate a possible impairment. Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and F-12 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) legal factors. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. If an impairment indicator exists related to a long-lived asset that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value, if any, of the asset. During the year ended December 31, 2023, we recorded a $ 3.6 million reduction to the carrying value of certain assets, as a result of property damage caused by weather events in 2023. (d) Acquisitions We account for acquisitions of investments in real estate by assessing each acquisition to determine if it meets the definition of a business or if it qualifies as an asset acquisition. We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As most of our real estate acquisitions are concentrated in either a single asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property. In estimating the fair values for purposes of allocating the purchase price, we utilize a number of sources, including independent appraisals or internal valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. We also consider information obtained about each Property as a result of our 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 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. In-place leases – In-place leases are determined through 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. Above-market assets/below-market liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms. For below-market leases, we also consider remaining initial lease terms plus any renewal periods. Notes receivable – Income approach based on discounted cash flows comparing contractual cash flows at a market rate adjusted based on particular notes' or note holders' down payment, credit score and delinquency status. Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates. (e) Intangibles and Goodwill We record acquired intangible assets at their estimated fair value separate and apart from goodwill. We amortize 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. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying F-13 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) amounts 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 in a business combination is recorded as goodwill. 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, 2023 and 2022, the gross carrying amount of identified intangible assets and goodwill was $ 55.6 million, which is reported as a component of other assets, net on the Consolidated Balance Sheets. As of both December 31, 2023 and 2022, this amount was comprised of $ 38.0 million of identified intangible assets and $ 17.6 million of goodwill. Accumulated amortization of identified intangibles assets was $ 12.2 million and $ 7.7 million as of December 31, 2023 and 2022, respectively. The estimated annual aggregated amortization expense to be recognized over each of the next five years is $ 3.6 million. The weighted average remaining useful life is approximately seven years . (f) Assets Held for Sale In determining whether to classify a real estate asset held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the real estate asset is probable within one year; (v) we are actively marketing the investment property for sale at a price that is reasonable in relation to its current value and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made. If all of the above criteria are met, we classify the real estate asset as held for sale. When all of the above criteria are met, we discontinue depreciation or amortization of the asset, measure it at the lower of its carrying amount or its fair value less estimated cost to sell and present it separately as an asset held for sale, net on the Consolidated Balance Sheets. We also present the liabilities related to assets held for sale, if any, separately on the Consolidated Balance Sheets. In connection with the held for sale evaluation, if the disposal represents a strategic shift that has, or will have, a major effect on our consolidated financial statements, then the transaction is presented as discontinued operations. (g) Restricted Cash As of December 31, 2023 and 2022, restricted cash consisted of $ 25.7 million and $ 19.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes. (h) Fair Value of Financial Instruments We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. 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 carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of the notes receivable approximates the fair market value as the interest rates are generally comparable to current market rates. 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. The fair market value of mortgage notes payable, the term loan and interest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 9. Borrowing Arrangements and Note 10. Derivative Instruments and Hedging Activities. F-14 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions as disclosed in Note 6. Investment in Real Estate. (i) Deferred Financing Costs, Net Deferred financing costs are being amortized over the terms of the respective loans on a straight-line basis. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Deferred financing costs, net were $ 29.5 million and $ 28.1 million as of December 31, 2023 and 2022, respectively. (j) Allowance for Credit Losses We account for allowance for credit losses under the current expected credit loss ("CECL") impairment model for our financial assets, including receivables from tenants, receivables for annual membership subscriptions, Contracts Receivable and Chattel Loans (See Note 8. Notes Receivable, Net for definition of these terms), and present the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Our allowance for credit losses was as follows: December 31, (amounts in thousands): 2023 2022 Balance, beginning of year $ 20,371 $ 21,049 Provision for losses 4,789 5,242 Write-offs ( 5,685 ) ( 5,920 ) Balance, end of year $ 19,475 $ 20,371 (k) Revenue Recognition Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. Leases with our customers are accounted for as operating leases. Rental income is accounted for in accordance with the Accounting Standard Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer's stay. We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue as we meet the practical expedient criteria to combine these lease and non-lease components. We assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and because our leases qualify as operating leases, we account for and present rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income. Sales from membership subscriptions, upgrades and home sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. A membership subscription gives the customer the right to a set schedule of usage at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period in which access to Sites at certain Properties are provided. Membership upgrades grant certain additional access rights to the customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years, which is our estimated membership upgrade contract term. 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. (l) Stock Based Compensation Stock-based compensation expense for restricted stock awards with service conditions is measured based on the grant date fair value and recognized on a straight-line basis over the requisite service period of the individual grants. Stock-based compensation expense for restricted stock awards with performance conditions is measured based on the grant date fair value and recognized on a straight-line basis over the performance period of the individual grants, when achieving the performance targets is considered probable. We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary. F-15 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) We also issue stock options by estimating the grant date fair value using the Black-Scholes option-pricing model and recognizing over the vesting period for options that are expected to vest. We estimate forfeitures at the time of grant based on historical experience, updated for changes in facts and circumstances, as appropriate, and in subsequent periods if actual forfeitures differ from those estimates. The expected volatility assumption is calculated based on our historical volatility, which is calculated over a period of time commensurate with the expected term of the options being valued. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on our expectation of dividend payouts. (m) Insurance Recoveries We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our properties. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a gain contingency and are recognized in the period in which the insurance proceeds are received. During the years ended December 31, 2023 and December 31, 2022, we recognized expenses of approximately $ 13.4 million and $ 40.6 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 13.4 million and $ 40.6 million, respectively, related to the expected insurance recovery as a result of Hurricane Ian, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income. During the years ended December 31, 2023 and December 31, 2022, we received insurance proceeds of approximately $68.3 million and zero, respectively, of which $10.6 million and zero was identified as business interruption recovery revenue, respectively. (n) Non-Controlling Interests The OP Units are exchangeable for shares of common stock on a one -for-one basis at the option of the Common OP Unitholders, which we may, in our discretion, cause the Operating Partnership to settle in cash. The exchange is treated as a capital transaction, which results 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. 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 OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the shares of common stock held by the common stockholders. Issuance of additional shares of common stock or OP Units would change the percentage ownership of both the Non-controlling interests – Common OP Units and the common stockholders. (o) Income Taxes Due to our structure as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT. As of December 31, 2023 and 2022, the REIT had a federal net operating loss carryforward of approximately $ 48.6 million and $ 51.7 million, respectively. The Company utilized $ 3.1 million and zero of the net operating loss carryforward to offset its tax and distribution requirements for the years ended December 31, 2023 and 2022, respectively. The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid. Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no net tax asset for the REIT has been recorded as of December 31, 2023 and 2022. F-16 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 2—Summary of Significant Accounting Policies (continued) In addition, we own certain TRSs, which are subject to federal and state income taxes at regular corporate tax rates and have federal net operating loss carryforwards. We maintained a valuation allowance against the TRSs' net deferred tax assets as of December 31, 2022. We regularly assess the need for a valuation allowance against our deferred tax assets and concluded at December 31, 2023 that it was more likely than not we would realize the benefit of the deferred tax assets. Therefore, we released the full valuation allowance of $ 10.5 million in 2023. The REIT remains subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items. We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2019. As of December 31, 2023, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $ 5.1 billion (unaudited) and $ 57.0 million (unaudited), respectively. During the years ended December 31, 2023, 2022 and 2021, our tax treatment of common stock distributions was as follows (unaudited): 2023 2022 2021 Tax status of common stock distributions deemed paid during the year: Ordinary income $ 1.649 $ 1.483 $ 1.538 Long-term capital gains 0.005 — — Non-dividend distributions 0.141 0.152 — Distributions declared per common stock outstanding $ 1.795 $ 1.635 $ 1.538 The quarterly distribution paid on January 12, 2024 of $ 0.447500 (unaudited) per share of common stock will all be allocable to 2023 for federal tax purposes. (p) New Accounting Pronouncements In August 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. Prior to the amendment, the FASB did not provide specific authoritative guidance on the initial measurement of assets and liabilities assumed by a joint venture upon its formation. ASU 2023-05 requires a joint venture to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. We are currently evaluating the impact of ASU 2023-05, but do not expect the adoption to have a material impact on our consolidated financial statements. In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280) : I mprovements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements. In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which enhances the transparency and decision usefulness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of ASU 2023-09, but do not expect the adoption to have a material impact on our consolidated financial statements. F-17 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 3— Leases Lessor Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases , and is recognized over the term of the respective operating lease or the length of a customer's stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our communities. The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain 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. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases: (amounts in thousands) As of December 31, 2023 2024 $ 91,108 2025 87,803 2026 26,025 2027 24,543 2028 22,812 Thereafter 49,268 Total $ 301,559 Lessee We lease land under non-cancelable operating leases at 10 Properties expiring at various dates between 2028 and 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2032. For the years ended December 31, 2023, 2022 and 2021, total operating lease payments were $ 6.5 million, $ 9.3 million and $ 10.4 million, respectively. The following table presents the operating lease payments for the year ended December 31, 2023, 2022 and 2021: Years Ended December 31, (amounts in thousands) 2023 2022 2021 Fixed lease cost: Ground leases (1) $ 671 $ 3,601 $ 5,906 Office and other leases 3,836 3,739 3,529 Variable lease cost: Ground leases (1) 1,969 1,938 871 Office and other leases — — 50 Total lease cost $ 6,476 $ 9,278 $ 10,356 __________________ (1) The Westwinds ground leases expired August 31, 2022, for additional information see Part I. Item 1. Financial Statements—Note 16. Commitments and Contingencies. F-18 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 3—Leases (continued) The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of December 31, 2023: (amounts in thousands) Ground Leases Office and Other Leases Total 2024 $ 675 $ 3,774 $ 4,449 2025 680 3,339 4,019 2026 684 2,967 3,651 2027 689 2,695 3,384 2028 685 2,511 3,196 Thereafter 3,840 8,395 12,235 Total undiscounted rental payments 7,253 23,681 30,934 Less imputed interest ( 1,832 ) ( 3,362 ) ( 5,194 ) Total lease liabilities $ 5,421 $ 20,319 $ 25,740 ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 23.6 million and $ 25.7 million, respectively, as of December 31, 2023. The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 3.9 % at December 31, 2023. ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 25.9 million and $ 28.0 million, respectively, as of December 31, 2022. The weighted average remaining lease term for our operating leases was nine years and the weighted average incremental borrowing rate was 3.8 % at December 31, 2022. Note 4— Earnings Per Common Share Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year. The following table sets forth the computation of basic and diluted earnings per share of common stock (Common Share), for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, (amounts in thousands, except per share data) 2023 2022 2021 Numerators: Net income available to Common Stockholders—Basic $ 314,191 $ 284,611 $ 262,462 Amounts allocated to dilutive securities 15,470 14,198 13,522 Net income available to Common Stockholders—Fully Diluted $ 329,661 $ 298,809 $ 275,984 Denominator: Weighted average Common Shares outstanding—Basic 186,061 185,780 182,917 Effect of dilutive securities: Exchange of Common OP Units for Common Shares 9,217 9,289 9,739 Stock options and restricted stock 151 186 227 Weighted average Common Shares outstanding—Fully Diluted 195,429 195,255 192,883 Earnings per Common Share—Basic: $ 1.69 $ 1.53 $ 1.43 Earnings per Common Share—Fully Diluted: $ 1.69 $ 1.53 $ 1.43 Note 5— Common Stock and Other Equity Related Transactions Equity Offering Program There was no ATM activity under our prior ATM equity offering program during the year ended December 31, 2023. F-19 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 5—Common Stock and Other Equity Related Transactions (continued) The following table presents the shares that were issued under our prior ATM equity offering programs, during the years ended December 31, 2022 and 2021: Years Ended December 31, (amounts in thousands, except share data) 2022 2021 Shares of common stock sold 328,123 1,660,290 Weighted average price $ 86.46 $ 84.48 Total gross proceeds $ 28,370 $ 140,254 Commissions paid to sales agents $ 389 $ 1,816 Employee Stock Purchase Plan On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”). Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $ 250,000 of our common stock. 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, 2023, 2022 and 2021, were 29,428 , 37,042 and 32,145 , respectively. As of December 31, 2023, 644,579 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors. Exchanges Subject to certain limitations, Common OP Unitholders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash. Common Stock Activity and Distributions The following table presents the changes in our outstanding common stock (excluding OP Units of 9,104,654 , 9,265,565 and 9,305,651 outstanding at December 31, 2023, 2022 and 2021, respectively): Years Ended December 31, 2023 2022 2021 Shares outstanding at January 1, 186,120,298 185,640,379 182,230,631 Common stock issued through the ATM Equity Offering Program and its predecessor — 328,123 1,660,290 Common stock issued through exchange of OP Units 160,911 40,086 1,601,266 Common stock issued through restricted stock grants 143,275 130,600 162,955 Common stock forfeitures — ( 11,881 ) — Common stock issued through ESPP and Dividend Reinvestment Plan 30,205 37,660 32,778 Common stock repurchased and retired ( 28,408 ) ( 44,669 ) ( 47,541 ) Shares outstanding at December 31, 186,426,281 186,120,298 185,640,379 During the years ended December 31, 2023, 2022 and 2021, shares of common stock were surrendered to satisfy income tax withholding obligations primarily due to the vesting of restricted stock grants at a weighted average price of $ 68.02 , $ 77.22 and $ 61.50 per share, respectively. As of December 31, 2023, 2022 and 2021, ELS' percentage ownership of the Operating Partnership was approximately 95.3 %, 95.3 % and 95.2 %, respectively. The remaining approximately 4.7 %, 4.7 % and 4.8 % as of December 31, 2023, 2022 and 2021, respectively, was owned by the Common OP Unitholders. F-20 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 5—Common Stock and Other Equity Related Transactions (continued) The following regular quarterly distributions have been declared and paid to common stockholders and Common OP Unitholders since January 1, 2021: Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date $ 0.3625 March 31, 2021 March 26, 2021 April 9, 2021 $ 0.3625 June 30, 2021 June 25, 2021 July 9, 2021 $ 0.3625 September 30, 2021 September 24, 2021 October 8, 2021 $ 0.3625 December 31, 2021 December 31, 2021 January 14, 2022 $ 0.4100 March 31, 2022 March 25, 2022 April 8, 2022 $ 0.4100 June 30, 2022 June 24, 2022 July 8, 2022 $ 0.4100 September 30, 2022 September 30, 2022 October 14, 2022 $ 0.4100 December 31, 2022 December 30, 2022 January 13, 2023 $ 0.4475 March 31, 2023 March 31, 2023 April 14, 2023 $ 0.4475 June 30, 2023 June 30, 2023 July 14, 2023 $ 0.4475 September 30, 2023 September 29, 2023 October 13, 2023 $ 0.4475 December 31, 2023 December 29, 2023 January 12, 2024 Note 6— Investment in Real Estate Acquisitions During the year ended December 31, 2023, we completed the acquisition of Red Oak Shores Campground, a 223 -site RV community located in Ocean View, New Jersey for a purchase price of $ 9.5 million. We also acquired two land parcels adjacent to two of our properties, containing approximately two acres for a combined purchase price of $ 0.5 million. All acquisitions were accounted for as asset acquisitions under ASC 805, Business Combinations and were funded from our unsecured line of credit. Fair Value We engaged third-party valuation firms to assist with our purchase price allocation when necessary. The following table summarizes the fair value of the assets acquired and liabilities assumed for the years ended December 31, 2023 and 2022, which we determined using Level-3 inputs for land and buildings and other depreciable property and Level-2 inputs for the others: Years Ended December 31, (amounts in thousands) 2023 2022 Assets acquired Land $ 2,715 $ 64,514 Buildings and other depreciable property 6,759 71,498 In-place leases (a) 583 5,576 Net investment in real estate $ 10,057 $ 141,588 Other assets — 772 Total assets acquired $ 10,057 $ 142,360 Liabilities assumed Other liabilities 731 2,347 Total liabilities assumed $ 731 $ 2,347 Net assets acquired $ 9,326 $ 140,013 _____________________ (a) In-place leases are included in buildings and other depreciable property on the Consolidated Balance Sheets. F-21 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 7— Investment in Unconsolidated Joint Ventures The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands): Investment as of December 31, Income/(Loss) for Years Ended December 31, Investment Location (a) Number of Sites Economic Interest (b) 2023 2022 2023 2022 2021 Meadows Various (2,2) 1,077 50 % $ 534 $ 158 $ 2,676 $ 2,458 $ 2,010 Lakeshore Florida (3,3) 721 (c) 3,387 2,625 757 683 568 Voyager Arizona (1,1) — — % (d) — 139 694 43 556 ECHO JV Various — 50 % 2,773 2,963 ( 190 ) 958 773 RVC Various 1,283 80 % (e) 62,441 60,323 ( 585 ) ( 587 ) ( 26 ) Mulberry Farms Arizona 200 50 % 10,546 9,902 ( 246 ) ( 169 ) — Hiawassee KOA JV Georgia 283 50 % 5,623 5,294 ( 393 ) ( 23 ) — 3,564 $ 85,304 $ 81,404 $ 2,713 $ 3,363 $ 3,881 _____________________ (a) The number of Properties are shown parenthetically for the years ended December 31, 2023 and 2022, respectively. (b) The percentages shown approximate our economic interest as of December 31, 2023. Our legal ownership interest may differ. (c) Includes two joint ventures in which we own a 65 % interest in each and the Crosswinds joint venture in which we own a 49 % interest. (d) In March of 2023, we sold our 33 % interest in the utility plant servicing Voyager RV Resort. (e) Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development. We recognized $ 2.7 million, $ 3.4 million and $ 3.9 million (net of $ 4.6 million, $ 3.9 million and $ 1.1 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2023, 2022 and 2021, respectively. We received approximately $ 7.0 million, $ 21.6 million and $ 3.2 million in distributions from joint ventures for the years ended December 31, 2023, 2022 and 2021, respectively. Approximately $ 2.3 million, $ 2.2 million and $ 2.9 million of the distributions made to us exceeded our investment basis in joint ventures, and as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2023, 2022 and 2021, respectively. Note 8— Notes Receivable, net Notes receivable generally are presented at their outstanding unpaid principal balances, net of any allowances and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. We provide financing for non-refundable upfront payments required for membership upgrades (“Contracts Receivable”). As of December 31, 2023 and 2022, Contracts Receivable, net of allowance, was $ 42.3 million and $ 36.6 million, respectively. Contracts Receivable, as of December 31, 2023, had an average stated interest rate of 15.4 % per annum, a weighted average term remaining of 4.6 years and require monthly payments of principal and interest. In certain cases, we purchase loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as “Chattel Loans”). These loans are secured by the underlying homes sold and require monthly principal and interest payments. As of December 31, 2023 and 2022, we had $ 7.6 million and $ 8.8 million of Chattel Loans, respectively. As of December 31, 2023, the Chattel Loans receivable had an average stated interest rate of approximately 7.6 % per annum and had a weighted average term remaining of approximately 12 years. Note 9— Borrowing Arrangements Mortgage Notes Payable Our mortgage notes payable is classified as Level 2 in the fair value hierarchy as of December 31, 2023 and 2022. The following table presents the fair value of our mortgage notes payable: F-22 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 9—Borrowing Arrangements (continued) As of December 31, 2023 As of December 31, 2022 (amounts in thousands) Fair Value Carrying Value Fair Value Carrying Value Mortgage notes payable, excluding deferred financing costs $ 2,425,384 $ 3,017,149 $ 2,043,412 $ 2,718,114 As of December 31, 2023 and 2022, we had outstanding mortgage indebtedness on Properties of approximately $ 2,990.0 million and $ 2,693.2 million, respectively, net of deferred financing costs. The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of December 31, 2023 and December 31, 2022, was approximately 3.8 % and 3.7 % per annum, respectively. The debt bears interest at stated rates ranging from 2.4 % to 5.1 % per annum and matures on various dates ranging from 2025 to 2041. The debt encumbered a total of 120 and 114 of our Properties as of December 31, 2023 and December 31, 2022, respectively, and the gross carrying value of such Properties was approximately $ 3,194.1 million and $ 2,868.3 million, as of December 31, 2023 and December 31, 2022, respectively. 2023 Activity During the year ended December 31, 2023 we closed on an incremental borrowing from an existing mortgage generating gross proceeds of $ 89.0 million. The mortgage has a fixed interest rate of 5.04 % per annum and matures in ten years . We closed on three mortgages generating gross proceeds of $ 375.0 million. The mortgages are secured by 20 MH or RV properties, have a weighted average fixed interest rate of 5.05 % per annum and a weighted average maturity of approximately eight years . The proceeds were used to repay the outstanding balance on the unsecured line of credit (“LOC”) and $ 100.4 million of principal on three mortgages that were due to mature in 2023 and 2024. The repaid mortgages had a weighted average fixed interest rate of 4.94 % per annum and were secured by 14 MH and RV properties. 2022 Activity We repaid $ 14.2 million of principal on two mortgage loans that were due to mature in 2022, incurring $ 0.5 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.25 % per annum and were secured by three RV communities. We entered into a $ 200.0 million secured refinancing transaction. The loan is secured by one MH community, has a fixed interest rate of 3.36 % per annum and has a maturity date of May 1, 2034. The net proceeds from the transaction were used to repay all debt scheduled to mature in 2022 and to repay amounts outstanding on the LOC. Unsecured Debt We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $ 500.0 million LOC and a $ 300.0 million senior unsecured term loan (the “$ 300 million Term Loan”). We have the option to increase the borrowing capacity by $ 200.0 million, subject to certain conditions. On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to Secured Overnight Financing Rate (“SOFR”) borrowings. The LOC bears interest at a rate of SOFR plus 1.25 % to 1.65 %, requires an annual facility fee of 0.20 % to 0.35 % and matures on April 18, 2025. The $ 300 million Term Loan has an interest rate of SOFR plus 1.40 % to 1.95 % per annum and matures on April 17, 2026. For both the LOC and the $ 300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms. As of December 31, 2023, the Company has no remaining LIBOR based borrowings. During the year ended December 31, 2022, we entered into a $ 200.0 million senior unsecured term loan agreement. The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30 % to 1.80 %, depending on leverage levels. The LOC had a balance of $ 31.0 million and $ 198.0 million outstanding as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, our LOC had a remaining borrowing capacity of $ 469.0 million. F-23 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 9—Borrowing Arrangements (continued) Future Maturities of Debt The following table presents the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter as of December 31, 2023: (amounts in thousands) Amount 2024 $ 64,445 2025 182,820 2026 366,784 2027 269,481 2028 243,963 Thereafter 2,420,655 Unamortized deferred financing costs ( 29,542 ) Total $ 3,518,607 As of December 31, 2023, we were in compliance in all material respects with the covenants in our borrowing arrangements. Note 10— Derivative Instruments and Hedging Activities Cash Flow Hedges of Interest Rate Risk We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in our exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. In March 2021, we entered into a Swap Agreement (the “2021 Swap”) with a notional amount of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300.0 million Term Loan for a fixed interest rate. In March 2023, we amended the 2021 Swap agreement to reflect the change in the $ 300.0 million Term Loan interest rate benchmark from LIBOR to SOFR (see Note 9. Borrowing Arrangements ). The 2021 Swap has a fixed interest rate of 0.41 % per annum and matures on March 25, 2024. Based on the leverage as of December 31, 2023, our spread over SOFR was 1.40 % resulting in an estimated all-in interest rate of 1.81 % per annum. In April 2023, we entered into a Swap Agreement (the “2023 Swap”) with a notional amount of $ 200.0 million allowing us to trade the variable interest rate associated with our $ 200.0 million Term Loan for a fixed interest rate. The 2023 Swap has a fixed interest rate of 3.68 % per annum and matures on January 21, 2027. Based on the leverage as of December 31, 2023, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum. Our derivative financial instruments are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument: As of December 31, (amounts in thousands) Balance Sheet Location 2023 2022 Interest Rate Swaps Other assets, net $ 6,061 $ 19,119 F-24 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 10—Derivative Instruments and Hedging Activities (continued) The table below presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income: Derivatives in Cash Flow Hedging Relationship Amount of (gain)/loss recognized in OCI on derivative for the year ended December 31, Location of (gain)/ loss reclassified from accumulated OCI into income Amount of (gain)/loss reclassified from accumulated OCI into income for the year ended December 31, (amounts in thousands) 2023 2022 2021 (amounts in thousands) 2023 2022 2021 Interest Rate Swaps $ ( 5,039 ) $ ( 19,904 ) $ ( 2,777 ) Interest Expense $ ( 18,097 ) $ ( 4,309 ) $ 746 During the next twelve months, we estimate that $ 5.6 million will be reclassified as a decrease to interest expense. This estimate may be subject to change as the underlying SOFR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligations. As of December 31, 2023, we had not posted any collateral related to the Swaps. Note 11— Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense The components of the change in deferred revenue entry of membership subscriptions and deferred commission expense were as follows: As of (amounts in thousands) 2023 2022 Deferred revenue - upfront payments from membership upgrade sales as of December 31, $ 185,660 $ 163,957 Membership upgrade sales 35,684 34,661 Revenue recognized from membership upgrade sales upfront payments ( 14,719 ) ( 12,958 ) Net increase in deferred revenue - upfront payments from membership upgrade sales 20,965 21,703 Deferred revenue - upfront payments from membership upgrade sales as of December 31, (1) $ 206,625 $ 185,660 Deferred commission expense as of December 31, $ 50,441 $ 47,349 Deferred commission expense 7,411 7,193 Commission expense recognized ( 4,211 ) ( 4,101 ) Net increase in deferred commission expense 3,200 3,092 Deferred commission expense as of December 31, $ 53,641 $ 50,441 _____________________ (1) Included in Deferred membership revenue on the Consolidated Balance Sheet. Note 12— Transactions with Related Parties We lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Samuel Zell, the former Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $ 1.9 million for the year ended December 31, 2023 and $ 1.7 million for both the years ended December 31, 2022 and 2021. Note 13— Equity Incentive Awards Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to the 2014 Plan, our officers, directors, employees and consultants may be awarded restricted stock, options, including non-qualified stock options and incentive stock options and other forms of equity awards subject to conditions and restrictions determined by the Compensation, Nominating and Corporate Governance Committee of our Board of Directors (the “Compensation Committee”). Equity awards under the 2014 Plan are made by the Compensation Committee, who determines the individuals eligible to receive awards, the types of awards and the terms, conditions and restrictions applicable to any award. Grants to directors are determined by the Board of Directors. As of December 31, 2023, 5,135,450 shares remained available for future grants. F-25 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 13—Equity Incentive Awards (continued) Restricted stock and options under the 2014 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date. Individual grants could have different vesting periods but generally no longer than three and a half years. All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest. Grants Issued During the quarter ended March 31, 2023, 82,884 shares of restricted stock were awarded to certain members of our management team. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on January 30, 2024, February 4, 2025 and February 3, 2026, respectively, and have a grant date fair value of $ 3.0 million. The remaining 50 % are performance-based awards vesting in equal installments on January 30, 2024, February 4, 2025 and February 3, 2026, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 13,812 shares of restricted stock subject to 2023 performance goals have a grant date fair value of $ 1.0 million. During the quarter ended June 30, 2023, we awarded to certain members of our Board of Directors 60,391 shares of restricted stock at a fair value of approximately $ 4.1 million and options to purchase 8,450 shares of common stock with an exercise price of $ 68.01 . These are time-based awards subject to various vesting dates between October 25, 2023 and April 24, 2026. Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the years ended December 31, 2023, 2022 and 2021 was $ 14.7 million, $ 10.5 million and $ 10.9 million, respectively. Stock-based compensation expense of $ 14.7 million for the year ended December 31, 2023 includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors. Restricted Stock A summary of our restricted stock activities and related information, is as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at December 31, 2020 348,791 $ 53.06 Shares granted 162,955 $ 50.42 Shares forfeited/cancelled — $ — Shares vested ( 196,839 ) $ 60.91 Balance at December 31, 2021 314,907 $ 53.98 Shares granted 130,600 $ 77.47 Shares forfeited/cancelled ( 11,881 ) $ 33.35 Shares vested ( 167,244 ) $ 48.99 Balance at December 31, 2022 266,382 $ 69.24 Shares granted 143,275 $ 56.63 Shares forfeited/cancelled — $ — Shares vested ( 228,478 ) $ 72.25 Balance at December 31, 2023 181,179 $ 55.84 Compensation expense to be recognized subsequent to December 31, 2023, for restricted stock granted during or prior to 2023 that have not yet vested was $ 3.7 million, which is expected to be recognized over a weighted average term of 1.6 years. F-26 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 13—Equity Incentive Awards (continued) Stock Options The fair value of stock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions made in the valuation: 2023 2022 Dividend Yield 2.6 % 2.1 % Risk-Free Interest Rate 3.4 % 2.8 % Expected Life 5.6 years 5.6 years Expected Volatility 28.1 % 26.5 % Weighted Average Grant Date Fair Value Per Share $ 16.31 $ 18.40 There were 8,450 stock options granted during December 31, 2023. No options were forfeited or expired for the years ended December 31, 2023, 2022 and 2021. A summary of our stock option activity and related information, is as follows: Shares Subject To Options Weighted Average Exercise Price Per Share Weighted Average Outstanding Contractual Life (in years) Average Intrinsic Value (in millions) Balance at December 31, 2020 57,590 $ 47.96 7.2 $ 0.9 Options issued 16,185 $ 68.74 Balance at December 31, 2021 73,775 $ 52.52 6.9 $ 2.6 Options issued 7,210 $ 79.72 Balance at December 31, 2022 80,985 $ 54.94 6.2 $ 1.0 Options issued 8,450 $ 68.01 Balance at December 31, 2023 89,435 $ 56.18 5.6 $ 1.4 Exercisable at December 31, 2023 81,345 $ 54.70 5.2 $ 1.3 Note 14— Long-Term Cash Incentive Plan 2022 LTIP On February 7, 2022, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the “2022 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management. The 2022 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the “2022 LTIP Eligible Payment”) is based upon certain performance conditions being met over a three-year period ending December 31, 2024. The Compensation Committee has responsibility for administering the 2022 LTIP and may use its reasonable discretion to adjust the performance criteria or the 2022 LTIP Eligible Payment to take into account the impact of any major or unforeseen transaction or event. Our named executive officers are not participants in the 2022 LTIP. The 2022 LTIP Eligible Payment will be paid, at the discretion of the Compensation Committee, in cash upon completion of our annual audit for the 2024 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2022 LTIP. For each of the years ended December 31, 2023 and 2022, we accrued compensation expense of approximately $ 3.1 million. Note 15— Savings Plan We maintain a qualified retirement plan under which eligible employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the “401K Plan”). The 401K Plan permits eligible employees and those of any Subsidiary to defer up to 60.0 % of their compensation on a pre-tax basis subject to certain limits. In addition, we match 100.0 % of their contribution up to the first 3.0 % and then 50.0 % of the next 2.0 % for a maximum potential match of 4.0 %. Both employee's and our matching contributions vest immediately. F-27 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Our contribution to the 401K Plan was approximately $ 2.8 million, $ 2.4 million and $ 2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Note 16— Commitments and Contingencies We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor. Beginning on August 31, 2023 through October 12, 2023, certain private party plaintiffs filed several putative class actions in the U.S. District Court for the Northern District of Illinois, Eastern Division, against Datacomp Appraisal Systems, Inc. (“Datacomp”) and several owner/operators of manufactured housing communities, including ELS (the “Datacomp Litigation”), alleging that the community owner/operators used JLT Market Reports produced by Datacomp to conspire to raise manufactured home lot rents in violation of Section 1 of the Sherman Act. ELS purchased Datacomp in connection with the MHVillage/Datacomp acquisition during the year ended December 31, 2021. On December 15, 2023, the plaintiffs filed an amended consolidated complaint captioned , In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-6715 . Plaintiffs seek both injunctive relief and monetary damages, including attorneys’ fees. The defendants filed a motion to dismiss on January 29, 2024. We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter. As of December 31, 2023, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss. F-28 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 17— 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 (“CODM”). The CODM evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income (“NOI”). NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization. We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. 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. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences. All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the years ended December 31, 2023, 2022 and 2021. The following tables summarize our segment financial information for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,361,792 $ 109,891 $ 1,471,683 Operations expenses ( 685,392 ) ( 94,778 ) ( 780,170 ) Income from segment operations 676,400 15,113 691,513 Interest income 6,473 2,512 8,985 Depreciation and amortization ( 192,857 ) ( 10,881 ) ( 203,738 ) Loss on sale of real estate and impairment, net ( 3,581 ) — ( 3,581 ) Income from operations $ 486,435 $ 6,744 $ 493,179 Reconciliation to consolidated net income: Corporate interest income 52 Income from other investments, net 8,703 General and administrative ( 47,280 ) Other expenses ( 5,768 ) Interest and related amortization ( 132,342 ) Income tax benefit 10,488 Equity in income of unconsolidated joint ventures 2,713 Early debt retirement ( 68 ) Consolidated net income $ 329,677 Total assets $ 5,342,386 $ 271,347 $ 5,613,733 Capital improvements $ 290,081 $ 27,005 $ 317,086 F-29 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 17—Reportable Segments (continued) Year Ended December 31, 2022 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,291,467 $ 139,630 $ 1,431,097 Operations expenses ( 656,839 ) ( 121,196 ) ( 778,035 ) Income from segment operations 634,628 18,434 653,062 Interest income 5,722 1,701 7,423 Depreciation and amortization ( 192,302 ) ( 10,060 ) ( 202,362 ) Income (loss) from operations $ 448,048 $ 10,075 $ 458,123 Reconciliation to consolidated net income: Corporate interest income 7 Income from other investments, net 8,553 General and administrative ( 44,857 ) Other expenses ( 8,646 ) Interest and related amortization ( 116,562 ) Equity in income of unconsolidated joint ventures 3,363 Early debt retirement ( 1,156 ) Consolidated net income $ 298,825 Total assets $ 5,228,575 $ 263,944 $ 5,492,519 Capital improvements $ 227,172 $ 22,105 $ 249,277 Year Ended December 31, 2021 (amounts in thousands) Property Operations Home Sales and Rentals Operations Consolidated Operations revenues $ 1,187,535 $ 117,297 $ 1,304,832 Operations expenses ( 594,503 ) ( 105,959 ) ( 700,462 ) Income from segment operations 593,032 11,338 604,370 Interest income 5,068 1,918 6,986 Depreciation and amortization ( 177,897 ) ( 10,547 ) ( 188,444 ) Loss on sale of real estate, net ( 59 ) — ( 59 ) Income (loss) from operations $ 420,144 $ 2,709 $ 422,853 Reconciliation to consolidated net income: Corporate interest income 30 Income from other investments, net 4,555 General and administrative ( 39,576 ) Other expenses ( 4,241 ) Interest and related amortization ( 108,718 ) Equity in income of unconsolidated joint ventures 3,881 Early debt retirement ( 2,784 ) Consolidated net income $ 276,000 Total assets $ 5,056,991 $ 250,880 $ 5,307,871 Capital Improvements $ 193,895 $ 10,370 $ 204,265 F-30 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 17—Reportable Segments (continued) The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, (amounts in thousands) 2023 2022 2021 Revenues: Rental income $ 1,164,333 $ 1,103,357 $ 1,015,879 Annual membership subscriptions 65,379 63,215 58,251 Membership upgrade sales 14,719 12,958 11,191 Other income 67,407 56,144 50,298 Gross revenues from ancillary services 49,954 55,793 51,916 Total property operations revenues 1,361,792 1,291,467 1,187,535 Expenses: Property operating and maintenance 464,512 437,764 393,256 Real estate taxes 77,993 74,145 72,671 Membership sales and marketing 20,974 20,317 18,668 Cost of ancillary services 24,192 28,969 25,529 Ancillary operating expenses 21,551 21,561 18,400 Property management 76,170 74,083 65,979 Total property operations expenses 685,392 656,839 594,503 Income from property operations segment $ 676,400 $ 634,628 $ 593,032 The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, (amounts in thousands) 2023 2022 2021 Revenues: Rental income (1) $ 14,626 $ 15,244 $ 16,696 Gross revenue from home sales and brokered resales 95,265 124,386 100,601 Total revenues 109,891 139,630 117,297 Expenses: Cost of home sales and brokered resales 83,476 110,043 95,094 Home selling expenses 5,902 5,760 5,138 Rental home operating and maintenance 5,400 5,393 5,727 Total expenses 94,778 121,196 105,959 Income from home sales and rentals operations segment $ 15,113 $ 18,434 $ 11,338 _____________________ (1) Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations. Note 18— Subsequent Events Equity Incentive Awards On February 2, 2024, the Compensation Committee approved the 2024 Restricted Stock Award Program for certain members of our management team pursuant to the authority set forth in the 2014 Plan. As a result, we awarded 90,378 shares of restricted stock. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 2, 2027, respectively, and have a grant date fair value of $ 3.0 million. The remaining 50 % are performance-based awards vesting in equal installments on February 4, 2025, February 3, 2026 and February 2, 2027, respectively, upon meeting performance conditions to be established by the Compensation Committee in the year of the vesting F-31 Equity LifeStyle Properties, Inc. Notes to Consolidated Financial Statements Note 18—Subsequent Events (continued) period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 15,062 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $ 1.0 million. Dividend On February 6, 2024, our Board of Directors approved setting the annual dividend rate for 2024 at $ 1.91 per share of common stock, an increase of $ 0.12 over the current $ 1.79 per share of common stock for 2023. Our Board of Directors, in its sole discretion, will determine the amount of each quarterly dividend in advance of payment . F-32 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Properties Held for Long Term Hidden Cove Arley AL $ — $ 212 $ 610 $ — $ 2,136 $ 212 $ 2,746 $ 2,958 $ ( 720 ) 2006 Apache East Apache Junction AZ ( 4,558 ) 2,236 4,181 — 281 2,236 4,462 6,698 ( 2,011 ) 2011 Countryside RV Apache Junction AZ ( 7,417 ) 2,056 6,241 — 1,908 2,056 8,149 10,205 ( 5,433 ) 2002 Denali Park Apache Junction AZ — 2,394 4,016 — 728 2,394 4,744 7,138 ( 1,959 ) 2011 Dolce Vita Apache Junction AZ ( 41,749 ) 52,803 37,245 — 7,879 52,803 45,124 97,927 ( 8,001 ) 2020 Golden Sun RV Apache Junction AZ ( 5,268 ) 1,678 5,049 — 1,856 1,678 6,905 8,583 ( 4,029 ) 2002 Meridian RV Resort Apache Junction AZ — 6,445 5,292 — 657 6,445 5,949 12,394 ( 1,360 ) 2020 Valley Vista Benson AZ — 115 429 — 433 115 862 977 ( 313 ) 2010 Casita Verde Casa Grande AZ — 719 2,179 — 477 719 2,656 3,375 ( 1,401 ) 2006 Fiesta Grande Casa Grande AZ — 2,869 8,653 — 2,092 2,869 10,745 13,614 ( 5,642 ) 2006 Foothills West Casa Grande AZ — 747 2,261 — 820 747 3,081 3,828 ( 1,633 ) 2006 Sunshine Valley Chandler AZ ( 28,209 ) 9,139 12,912 — 1,121 9,139 14,033 23,172 ( 6,062 ) 2011 Verde Valley Cottonwood AZ — 1,437 3,390 19 8,121 1,456 11,511 12,967 ( 4,040 ) 2004 Casa del Sol East II Glendale AZ — 2,103 6,283 — 4,082 2,103 10,365 12,468 ( 6,328 ) 1996 Casa del Sol East III Glendale AZ — 2,450 7,452 — 1,738 2,450 9,190 11,640 ( 7,029 ) 1998 Palm Shadows Glendale AZ — 1,400 4,218 — 2,190 1,400 6,408 7,808 ( 5,279 ) 1993 Hacienda De Valencia Mesa AZ ( 17,088 ) 833 2,701 — 6,062 833 8,763 9,596 ( 6,308 ) 1984 Mesa Spirit Mesa AZ ( 13,591 ) 17,382 25,238 192 1,434 17,574 26,672 44,246 ( 8,341 ) 2014 Monte Vista Resort Mesa AZ ( 61,511 ) 11,402 34,355 — 39,917 11,402 74,272 85,674 ( 30,528 ) 2004 Seyenna Vistas Mesa AZ — 1,360 4,660 ( 87 ) 4,128 1,273 8,788 10,061 ( 6,783 ) 1994 The Highlands at Brentwood Mesa AZ ( 10,695 ) 1,997 6,024 — 2,871 1,997 8,895 10,892 ( 7,580 ) 1993 ViewPoint RV & Golf Resort Mesa AZ ( 144,594 ) 24,890 56,340 15 30,043 24,905 86,383 111,288 ( 46,161 ) 2004 Apollo Village Peoria AZ — 932 3,219 — 2,032 932 5,251 6,183 ( 4,341 ) 1994 Casa del Sol West Peoria AZ — 2,215 6,467 — 3,331 2,215 9,798 12,013 ( 6,367 ) 1996 Carefree Manor Phoenix AZ — 706 3,040 — 1,470 706 4,510 5,216 ( 3,301 ) 1998 Central Park Phoenix AZ ( 9,261 ) 1,612 3,784 — 2,640 1,612 6,424 8,036 ( 5,094 ) 1983 Desert Skies Phoenix AZ ( 3,991 ) 792 3,126 — 1,278 792 4,404 5,196 ( 3,309 ) 1998 Sunrise Heights Phoenix AZ ( 4,889 ) 1,000 3,016 — 2,465 1,000 5,481 6,481 ( 4,158 ) 1994 Whispering Palms Phoenix AZ — 670 2,141 — 713 670 2,854 3,524 ( 2,178 ) 1998 Desert Vista Salome AZ — 66 268 — 445 66 713 779 ( 287 ) 2010 Sedona Shadows Sedona AZ — 1,096 3,431 — 4,319 1,096 7,750 8,846 ( 4,281 ) 1997 Venture In Show Low AZ ( 8,688 ) 2,050 6,188 — 1,145 2,050 7,333 9,383 ( 4,042 ) 2006 Paradise Sun City AZ ( 36,153 ) 6,414 19,263 11 4,445 6,425 23,708 30,133 ( 14,868 ) 2004 The Meadows AZ Tempe AZ ( 14,226 ) 2,613 7,887 — 5,457 2,613 13,344 15,957 ( 10,763 ) 1994 S-1 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Fairview Manor Tucson AZ — 1,674 4,708 — 3,358 1,674 8,066 9,740 ( 5,746 ) 1998 The Crossing at Voyager (2) Tucson AZ — 6,148 — — 8,148 6,148 8,148 14,296 ( 123 ) 2020 Voyager Tucson AZ ( 38,277 ) 13,133 63,886 — 2,380 13,133 66,266 79,399 ( 12,270 ) 2021 Westpark Wickenburg AZ ( 15,910 ) 4,495 10,517 — 5,667 4,495 16,184 20,679 ( 5,536 ) 2011 Araby Acres Yuma AZ — 1,440 4,345 — 1,548 1,440 5,893 7,333 ( 3,511 ) 2003 Cactus Gardens Yuma AZ ( 5,625 ) 1,992 5,984 — 966 1,992 6,950 8,942 ( 4,210 ) 2004 Capri Yuma AZ — 1,595 4,774 — 704 1,595 5,478 7,073 ( 3,004 ) 2006 Desert Paradise Yuma AZ — 666 2,011 — 603 666 2,614 3,280 ( 1,574 ) 2004 Foothill Village Yuma AZ — 459 1,402 — 934 459 2,336 2,795 ( 1,164 ) 2003 Mesa Verde RV Yuma AZ ( 3,959 ) 1,387 4,148 — 1,212 1,387 5,360 6,747 ( 2,755 ) 2007 Suni Sands Yuma AZ — 1,249 3,759 — 885 1,249 4,644 5,893 ( 2,843 ) 2004 Cultus Lake Lindell Beach BC — 410 968 6 704 416 1,672 2,088 ( 1,116 ) 2004 Soledad Canyon Acton CA — 2,933 6,917 39 21,096 2,972 28,013 30,985 ( 7,937 ) 2004 Los Ranchos Apple Valley CA — 8,336 15,774 — 6,463 8,336 22,237 30,573 ( 7,647 ) 2011 Monte del Lago Castroville CA ( 40,007 ) 3,150 9,469 — 6,957 3,150 16,426 19,576 ( 10,923 ) 1997 Date Palm Country Club Cathedral City CA — — 18,179 — 12,492 — 30,671 30,671 ( 23,880 ) 1994 Palm Springs Oasis RV Resort Cathedral City CA — — 216 — 1,178 — 1,394 1,394 ( 634 ) 1994 Colony Park Ceres CA ( 7,593 ) 890 2,837 — 1,932 890 4,769 5,659 ( 3,299 ) 1998 Russian River Cloverdale CA — 368 868 5 1,033 373 1,901 2,274 ( 841 ) 2004 Oakzanita Springs Descanso CA — 396 934 5 3,543 401 4,477 4,878 ( 1,591 ) 2004 Rancho Mesa El Cajon CA ( 16,407 ) 2,130 6,389 — 2,967 2,130 9,356 11,486 ( 6,317 ) 1998 Rancho Valley El Cajon CA ( 21,032 ) 685 1,902 — 3,430 685 5,332 6,017 ( 3,151 ) 1983 Snowflower Emigrant Gap CA — 308 727 4 2,306 312 3,033 3,345 ( 1,271 ) 2004 Four Seasons Fresno CA — 756 2,348 — 3,939 756 6,287 7,043 ( 2,910 ) 1997 Yosemite Lakes Groveland CA — 2,045 4,823 27 11,266 2,072 16,089 18,161 ( 5,469 ) 2004 Royal Holiday Hemet CA — 778 2,643 — 7,686 778 10,329 11,107 ( 4,295 ) 1999 Idyllwild Idyllwild-Pine Cove CA — 313 737 4 2,953 317 3,690 4,007 ( 1,425 ) 2004 Pio Pico Jamul CA — 2,626 6,194 35 8,468 2,661 14,662 17,323 ( 6,087 ) 2004 Tahoe Valley Lake Tahoe CA — — 5,428 — 2,282 — 7,710 7,710 ( 4,550 ) 2004 Sea Oaks Los Osos CA — 871 2,703 — 2,211 871 4,914 5,785 ( 2,994 ) 1997 Ponderosa Resort Lotus CA — 900 2,100 — 1,912 900 4,012 4,912 ( 2,114 ) 2006 Turtle Beach Manteca CA — 268 633 4 1,191 272 1,824 2,096 ( 814 ) 2004 Marina Dunes RV Resort Marina CA — 20,379 8,204 — 867 20,379 9,071 29,450 ( 1,036 ) 2020 Wilderness Lakes Menifee CA — 2,157 5,088 405 5,235 2,562 10,323 12,885 ( 4,608 ) 2004 Coralwood Modesto CA — — 5,047 — 2,051 — 7,098 7,098 ( 5,196 ) 1997 S-2 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Morgan Hill Morgan Hill CA — 1,856 4,378 980 9,052 2,836 13,430 16,266 ( 4,391 ) 2004 Lake Minden Nicolaus CA — 961 2,267 13 2,488 974 4,755 5,729 ( 2,408 ) 2004 Pacific Dunes Ranch Oceana CA — 1,940 5,632 — 3,210 1,940 8,842 10,782 ( 4,357 ) 2004 Oceanside RV Oceanside CA — 27,781 16,596 — 932 27,781 17,528 45,309 ( 2,435 ) 2022 Lake of the Springs Oregon House CA — 1,062 2,504 14 3,336 1,076 5,840 6,916 ( 2,630 ) 2004 Concord Cascade Pacheco CA ( 23,811 ) 985 3,016 — 5,041 985 8,057 9,042 ( 5,017 ) 1983 San Francisco RV Pacifica CA — 1,660 4,973 — 3,697 1,660 8,670 10,330 ( 5,343 ) 2005 San Benito Paicines CA — 1,411 3,328 19 6,990 1,430 10,318 11,748 ( 3,543 ) 2004 Palm Springs Palm Desert CA — 1,811 4,271 24 4,163 1,835 8,434 10,269 ( 3,759 ) 2004 Las Palmas Estates Rialto CA — 1,295 3,866 — 1,383 1,295 5,249 6,544 ( 3,027 ) 2004 Parque La Quinta Rialto CA — 1,799 5,450 — 2,026 1,799 7,476 9,275 ( 4,015 ) 2004 Quail Meadows Riverbank CA — 1,155 3,469 — 1,272 1,155 4,741 5,896 ( 3,531 ) 1998 California Hawaiian San Jose CA ( 30,398 ) 5,825 17,755 — 7,308 5,825 25,063 30,888 ( 18,733 ) 1997 Nicholson Plaza San Jose CA — — 4,512 — ( 4,512 ) — — — — 1997 Sunshadow San Jose CA — 12,334 5,707 8 1,660 12,342 7,367 19,709 ( 5,582 ) 1997 Village of the Four Seasons San Jose CA ( 17,558 ) 5,229 15,714 — 2,728 5,229 18,442 23,671 ( 11,106 ) 2004 Westwinds (4 properties) San Jose CA — — 17,616 — ( 17,616 ) — — — — 1997 Laguna Lake San Luis Obispo CA ( 18,759 ) 2,845 6,520 — 4,235 2,845 10,755 13,600 ( 6,558 ) 1998 Contempo Marin San Rafael CA ( 34,626 ) 4,787 16,379 — 6,292 4,787 22,671 27,458 ( 19,057 ) 1994 Rancho Oso Santa Barbara CA — 860 2,029 12 5,907 872 7,936 8,808 ( 2,386 ) 2004 De Anza Santa Cruz Santa Cruz CA ( 46,126 ) 2,103 7,201 — 6,981 2,103 14,182 16,285 ( 9,570 ) 1994 Meadowbrook Santee CA ( 20,201 ) 4,345 12,528 — 5,072 4,345 17,600 21,945 ( 12,642 ) 1998 Santa Cruz Ranch Scotts Valley CA — 1,595 3,937 — 1,593 1,595 5,530 7,125 ( 2,461 ) 2007 Lamplighter Village Spring Valley CA ( 36,569 ) 633 2,201 — 3,817 633 6,018 6,651 ( 3,574 ) 1983 Santiago Estates Sylmar CA ( 20,272 ) 3,562 10,767 — 5,600 3,562 16,367 19,929 ( 10,846 ) 1998 Royal Oaks Visalia CA — 602 1,921 — 3,340 602 5,261 5,863 ( 2,505 ) 1997 Pilot Knob RV Resort Winterhaven CA — 581 1,151 — 940 581 2,091 2,672 ( 294 ) 2022 Hillcrest Village CO Aurora CO ( 36,209 ) 1,912 5,202 289 9,890 2,201 15,092 17,293 ( 8,743 ) 1983 Cimarron Village Broomfield CO ( 29,865 ) 863 2,790 — 2,341 863 5,131 5,994 ( 3,778 ) 1983 Holiday Village CO Colorado Springs CO ( 19,732 ) 567 1,759 — 3,695 567 5,454 6,021 ( 3,170 ) 1983 Bear Creek Village Denver CO ( 5,315 ) 1,100 3,359 — 1,420 1,100 4,779 5,879 ( 3,370 ) 1998 Holiday Hills Village Denver CO ( 65,156 ) 2,159 7,780 — 11,428 2,159 19,208 21,367 ( 12,986 ) 1983 Golden Terrace Golden CO — 826 2,415 — 4,253 826 6,668 7,494 ( 4,102 ) 1983 Golden Terrace South Golden CO — 750 2,265 — 1,148 750 3,413 4,163 ( 2,623 ) 1997 Golden Terrace West Golden CO — 1,694 5,065 — 7,794 1,694 12,859 14,553 ( 7,528 ) 1986 S-3 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Blue Mesa Recreational Ranch Gunnison CO — 5,126 8,217 — 598 5,126 8,815 13,941 ( 1,988 ) 2022 Pueblo Grande Pueblo CO — 241 1,069 — 5,766 241 6,835 7,076 ( 2,283 ) 1983 Woodland Hills Thornton CO ( 37,343 ) 1,928 4,408 — 4,841 1,928 9,249 11,177 ( 7,312 ) 1994 Stonegate Manor North Windham CT — 6,011 12,336 — 674 6,011 13,010 19,021 ( 5,831 ) 2011 Waterford Estates Bear DE ( 36,549 ) 5,250 16,202 — 4,111 5,250 20,313 25,563 ( 10,612 ) 1996 McNicol Place Lewes DE — 562 1,710 — 341 562 2,051 2,613 ( 1,616 ) 1998 Whispering Pines Lewes DE — 1,536 4,609 — 2,776 1,536 7,385 8,921 ( 6,008 ) 1988 Mariner's Cove Millsboro DE ( 17,577 ) 990 2,971 — 12,896 990 15,867 16,857 ( 8,161 ) 1987 Sweetbriar Millsboro DE — 498 1,527 — 1,149 498 2,676 3,174 ( 1,840 ) 1998 Aspen Meadows Rehoboth DE ( 12,653 ) 1,148 3,460 — 1,130 1,148 4,590 5,738 ( 3,483 ) 1998 Camelot Meadows Rehoboth DE — 527 2,058 1,251 5,138 1,778 7,196 8,974 ( 5,494 ) 1998 Riverside RV Resort Arcadia FL — 8,400 11,905 11,085 5,251 19,485 17,156 36,641 ( 5,951 ) 2016 Toby’s RV Resort Arcadia FL — 1,093 3,280 — 938 1,093 4,218 5,311 ( 2,518 ) 2003 Aventura Marina Aventura FL — 813 811 — 7 813 818 1,631 ( 154 ) 2019 Hi-Lift Marina Aventura FL — 21,444 4,178 — 1,851 21,444 6,029 27,473 ( 1,073 ) 2021 Sunshine Key Big Pine Key FL — 5,273 15,822 — 17,693 5,273 33,515 38,788 ( 14,819 ) 2004 Windmill Manor Bradenton FL ( 9,796 ) 2,153 6,125 — 2,800 2,153 8,925 11,078 ( 6,727 ) 1998 Winter Quarters Manatee Bradenton FL — 2,300 6,903 — 2,435 2,300 9,338 11,638 ( 5,314 ) 2004 Clover Leaf Farms Brooksville FL ( 30,314 ) 13,684 24,106 — 10,755 13,684 34,861 48,545 ( 12,162 ) 2011 Clover Leaf Forest Brooksville FL — 1,092 2,178 — 767 1,092 2,945 4,037 ( 1,084 ) 2011 Myriad Development - Resort at Tranquility Lake Cape Coral FL — 12,572 — 44 31,365 12,616 31,365 43,981 ( 1,375 ) 2020 Palm Harbour Marina Cape Haze FL — 13,228 6,310 — ( 355 ) 13,228 5,955 19,183 ( 851 ) 2021 Glen Ellen Clearwater FL — 619 1,882 — 657 619 2,539 3,158 ( 1,554 ) 2002 Hillcrest FL Clearwater FL — 1,278 3,928 — 3,890 1,278 7,818 9,096 ( 4,562 ) 1998 Holiday Ranch Clearwater FL — 925 2,866 — 808 925 3,674 4,599 ( 2,878 ) 1998 Serendipity Clearwater FL ( 16,005 ) 18,944 11,782 — 2,371 18,944 14,153 33,097 ( 5,212 ) 2018 Shady Lane Oaks Clearwater FL — 4,984 8,482 — 932 4,984 9,414 14,398 ( 4,138 ) 2011 Shady Lane Village Clearwater FL — 3,102 5,480 — 644 3,102 6,124 9,226 ( 2,677 ) 2011 Silk Oak Lodge Clearwater FL — 1,649 5,028 — 830 1,649 5,858 7,507 ( 3,777 ) 2002 Clerbrook Golf & RV Resort Clermont FL — 3,883 11,700 — 5,333 3,883 17,033 20,916 ( 8,299 ) 2006 Lake Magic Clermont FL — 1,595 4,793 — 2,334 1,595 7,127 8,722 ( 3,885 ) 2004 Orange Lake Clermont FL — 4,303 6,815 — 1,988 4,303 8,803 13,106 ( 3,499 ) 2011 Orlando Clermont FL — 2,975 7,017 40 25,254 3,015 32,271 35,286 ( 8,879 ) 2004 Cortez Village Marina Cortez FL — 17,936 — 511 17,936 4,467 22,403 ( 814 ) 2021 S-4 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Crystal Isles Crystal River FL — 926 2,787 10 4,124 936 6,911 7,847 ( 3,260 ) 2004 Cheron Village Davie FL — 10,393 6,217 — 431 10,393 6,648 17,041 ( 3,216 ) 2011 Carriage Cove Daytona Beach FL ( 14,394 ) 2,914 8,682 — 4,280 2,914 12,962 15,876 ( 8,833 ) 1998 Daytona Beach Marina Daytona Beach FL — 1,962 9,034 — 368 1,962 9,402 11,364 ( 1,664 ) 2019 Lake Haven Dunedin FL ( 12,135 ) 1,135 4,047 — 4,657 1,135 8,704 9,839 ( 6,657 ) 1983 Marker 1 Marina Dunedin FL — 21,685 15,758 — 182 21,685 15,940 37,625 ( 2,848 ) 2020 Coquina Crossing Elkton FL ( 25,109 ) 5,274 5,545 — 27,100 5,274 32,645 37,919 ( 16,505 ) 1999 Colony Cove Ellenton FL ( 86,379 ) 28,660 92,457 38,094 41,626 66,754 134,083 200,837 ( 47,940 ) 2011 Ridgewood Estates Ellenton FL ( 24,809 ) 8,769 8,791 — 1,322 8,769 10,113 18,882 ( 4,304 ) 2011 Haselton Village Eustis FL — 3,800 8,955 — 1,288 3,800 10,243 14,043 ( 4,261 ) 2011 Southern Palms RV Eustis FL — 2,169 5,884 — 5,890 2,169 11,774 13,943 ( 7,868 ) 1998 Bulow Plantation Flagler Beach FL — 3,637 949 — 7,804 3,637 8,753 12,390 ( 6,109 ) 1994 Bulow RV Flagler Beach FL — — 228 — 2,651 — 2,879 2,879 ( 1,316 ) 1994 Carefree Cove Fort Lauderdale FL — 1,741 5,170 — 1,320 1,741 6,490 8,231 ( 3,856 ) 2004 Everglades Lakes Fort Lauderdale FL — 53,850 18,797 — 3,422 53,850 22,219 76,069 ( 5,054 ) 2018 Park City West Fort Lauderdale FL ( 25,440 ) 4,184 12,561 — 1,928 4,184 14,489 18,673 ( 9,040 ) 2004 Sunshine Holiday MH Fort Lauderdale FL ( 16,347 ) 3,099 9,286 — 2,866 3,099 12,152 15,251 ( 6,856 ) 2004 Crystal Lakes-Fort Myers Fort Myers FL — 1,047 — 1,754 1,510 2,801 1,510 4,311 ( 130 ) 2018 Fish Tale Marina Fort Myers FL — 24,027 5,555 — 1,330 24,027 6,885 30,912 ( 884 ) 2021 Fort Myers Beach Fort Myers FL — 1,188 3,548 849 8,248 2,037 11,796 13,833 ( 3,094 ) 2004 Gulf Air Fort Myers Beach FL — 1,609 4,746 — 6,036 1,609 10,782 12,391 ( 3,686 ) 2004 Lakeside Terrace Fruitland Park FL — 3,275 7,165 — 927 3,275 8,092 11,367 ( 3,476 ) 2011 Grand Island Resort Grand Island FL — 1,723 5,208 125 7,520 1,848 12,728 14,576 ( 7,213 ) 2001 Holiday Travel Park Holiday FL — 9,240 13,284 — 2,152 9,240 15,436 24,676 ( 5,880 ) 2018 Hollywood Marina Hollywood FL — 14,638 4,065 — 1,154 14,638 5,219 19,857 ( 997 ) 2019 South Miami Marina Homestead FL — — 13,144 — 416 — 13,560 13,560 ( 2,376 ) 2019 Barrington Hills Hudson FL ( 5,902 ) 1,145 3,437 — 2,209 1,145 5,646 6,791 ( 2,907 ) 2004 Jupiter Marina Jupiter FL — 5,090 4,842 — 1,363 5,090 6,205 11,295 ( 1,491 ) 2019 Sherwood Forest - MHP Kissimmee FL — 4,852 14,596 — 12,492 4,852 27,088 31,940 ( 17,339 ) 1998 Sherwood Forest RV Kissimmee FL — 2,870 3,621 568 5,420 3,438 9,041 12,479 ( 5,572 ) 1998 Tropical Palms Kissimmee FL — 5,677 17,116 — 19,579 5,677 36,695 42,372 ( 18,365 ) 2004 Lake Worth Village Lake Worth FL — 14,959 24,501 — 5,765 14,959 30,266 45,225 ( 12,475 ) 2011 Beacon Hill Colony Lakeland FL — 3,775 6,405 — 872 3,775 7,277 11,052 ( 3,003 ) 2011 Beacon Terrace Lakeland FL ( 8,505 ) 5,372 9,153 216 1,199 5,588 10,352 15,940 ( 4,391 ) 2011 Kings & Queens Lakeland FL — 1,696 3,064 — 506 1,696 3,570 5,266 ( 1,514 ) 2011 S-5 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Lakeland Harbor Lakeland FL ( 35,369 ) 10,446 17,376 — 1,385 10,446 18,761 29,207 ( 8,089 ) 2011 Lakeland Junction Lakeland FL ( 3,019 ) 3,018 4,752 — 477 3,018 5,229 8,247 ( 2,289 ) 2011 Lantana Marina Lantana FL — 8,276 5,108 — ( 170 ) 8,276 4,938 13,214 ( 1,278 ) 2019 Maralago Cay Lantana FL ( 36,703 ) 5,325 15,420 — 7,550 5,325 22,970 28,295 ( 17,612 ) 1997 South Lantana Marina Lantana FL — 2,345 1,894 — 519 2,345 2,413 4,758 ( 644 ) 2019 Down Yonder Largo FL — 2,652 7,981 — 1,808 2,652 9,789 12,441 ( 6,365 ) 1998 East Bay Oaks Largo FL ( 8,084 ) 1,240 3,322 — 2,310 1,240 5,632 6,872 ( 4,397 ) 1983 Eldorado Village Largo FL ( 5,402 ) 778 2,341 — 2,302 778 4,643 5,421 ( 3,313 ) 1983 Paradise Park - Largo Largo FL ( 5,115 ) 3,523 4,026 — 745 3,523 4,771 8,294 ( 1,887 ) 2017 Shangri-La Mobile Home Park Largo FL — 1,722 5,200 — 512 1,722 5,712 7,434 ( 3,650 ) 2004 Vacation Village Largo FL ( 5,454 ) 1,315 3,946 — 1,171 1,315 5,117 6,432 ( 3,038 ) 2004 Whispering Pines - Largo Largo FL — 8,218 14,054 — 2,147 8,218 16,201 24,419 ( 6,771 ) 2011 Coachwood Colony Leesburg FL — 1,602 4,822 — 1,796 1,602 6,618 8,220 ( 3,676 ) 2004 Mid-Florida Lakes Leesburg FL ( 56,339 ) 5,997 20,635 — 18,016 5,997 38,651 44,648 ( 28,314 ) 1994 Fiesta Key Long Key FL — 16,611 7,338 — 19,799 16,611 27,137 43,748 ( 5,869 ) 2013 Winter Quarters Pasco Lutz FL ( 7,886 ) 1,494 4,484 — 2,452 1,494 6,936 8,430 ( 3,623 ) 2004 Coral Cay Plantation Margate FL ( 87,440 ) 5,890 20,211 — 10,958 5,890 31,169 37,059 ( 25,944 ) 1994 Lakewood Village Melbourne FL — 1,862 5,627 — 3,335 1,862 8,962 10,824 ( 7,099 ) 1994 Miami Everglades Miami FL — 5,362 6,238 — 1,965 5,362 8,203 13,565 ( 3,468 ) 2015 Southernaire Mt. Dora FL — 796 2,395 — 708 796 3,103 3,899 ( 1,764 ) 2004 Country Place (2) New Port Richey FL ( 16,427 ) 663 — 18 8,819 681 8,819 9,500 ( 7,121 ) 1986 Hacienda Village New Port Richey FL ( 14,244 ) 4,297 13,088 — 4,966 4,297 18,054 22,351 ( 11,029 ) 2002 Harbor View Mobile Manor New Port Richey FL ( 15,530 ) 4,030 12,146 — 4,676 4,030 16,822 20,852 ( 9,237 ) 2002 Bay Lake Estates Nokomis FL ( 9,780 ) 990 3,390 — 3,289 990 6,679 7,669 ( 4,778 ) 1994 Lake Village Nokomis FL ( 13,446 ) 15,850 18,099 10,408 4,623 26,258 22,722 48,980 ( 8,503 ) 2011 Royal Coachman Nokomis FL — 5,321 15,978 — 2,664 5,321 18,642 23,963 ( 11,713 ) 2004 Buccaneer Estates North Fort Myers FL — 4,207 14,410 — 23,729 4,207 38,139 42,346 ( 17,314 ) 1994 Island Vista Estates North Fort Myers FL — 5,004 15,066 — 7,755 5,004 22,821 27,825 ( 9,958 ) 2006 Lake Fairways North Fort Myers FL ( 32,927 ) 6,075 18,134 35 5,598 6,110 23,732 29,842 ( 20,172 ) 1994 Pine Lakes North Fort Myers FL ( 57,982 ) 6,306 14,579 24,941 11,570 31,247 26,149 57,396 ( 21,020 ) 1994 Pioneer Village North Fort Myers FL ( 15,846 ) 4,116 12,353 — 4,718 4,116 17,071 21,187 ( 9,823 ) 2004 Sunseekers RV Resort North Fort Myers FL — 4,224 2,299 — 2,649 4,224 4,948 9,172 ( 1,626 ) 2018 The Heritage North Fort Myers FL — 1,438 4,371 346 7,218 1,784 11,589 13,373 ( 8,068 ) 1993 Windmill Village - N. Ft. Myers North Fort Myers FL — 1,417 5,440 — 6,119 1,417 11,559 12,976 ( 7,735 ) 1983 Foxwood Farms Ocala FL — 3,853 7,967 — 3,047 3,853 11,014 14,867 ( 4,319 ) 2011 S-6 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Oak Bend Ocala FL — 850 2,572 — 9,712 850 12,284 13,134 ( 4,336 ) 1993 Villas at Spanish Oaks Ocala FL — 2,250 6,922 — 4,038 2,250 10,960 13,210 ( 8,527 ) 1993 Silver Dollar Golf & Trap Club Resort Odessa FL — 4,107 12,431 7,158 4,895 11,265 17,326 28,591 ( 10,202 ) 2004 Okeechobee RV Resort Okeechobee FL — 14,897 27,337 — 2,528 14,897 29,865 44,762 ( 6,720 ) 2021 Audubon Village - Florida Orlando FL — 4,622 7,200 — 1,212 4,622 8,412 13,034 ( 3,540 ) 2011 Hidden Valley Orlando FL ( 24,811 ) 11,398 12,861 — 1,683 11,398 14,544 25,942 ( 6,214 ) 2011 Starlight Ranch Orlando FL ( 28,287 ) 13,543 20,388 — 7,538 13,543 27,926 41,469 ( 10,469 ) 2011 Holiday Village, Ormond Beach Ormond Beach FL — 2,610 7,837 — 3,209 2,610 11,046 13,656 ( 6,140 ) 2002 Sunshine Holiday-Daytona North Ormond Beach FL — 2,001 6,004 — 2,101 2,001 8,105 10,106 ( 4,704 ) 2004 Palm Beach Gardens Marina Palm Beach FL — 15,734 4,938 — 288 15,734 5,226 20,960 ( 1,177 ) 2019 The Meadows, FL Palm Beach Gardens FL ( 40,938 ) 3,229 9,870 — 7,642 3,229 17,512 20,741 ( 11,542 ) 1999 Terra Ceia Palmetto FL — 965 2,905 1,833 16,829 2,798 19,734 22,532 ( 2,748 ) 2004 Lakes at Countrywood Plant City FL — 2,377 7,085 — 5,368 2,377 12,453 14,830 ( 7,059 ) 2001 Meadows at Countrywood Plant City FL — 4,514 13,175 75 14,426 4,589 27,601 32,190 ( 18,073 ) 1998 Oaks at Countrywood Plant City FL — 846 2,513 ( 75 ) 2,479 771 4,992 5,763 ( 3,099 ) 1998 Breezy Hill Pompano Beach FL ( 25,757 ) 5,424 16,555 — 3,850 5,424 20,405 25,829 ( 13,331 ) 2002 Hidden Harbour Marina Pompano Beach FL — 26,116 12,513 — 563 26,116 13,076 39,192 ( 1,868 ) 2021 Highland Wood Travel Park Pompano Beach FL — 1,043 3,130 42 981 1,085 4,111 5,196 ( 2,530 ) 2002 Inlet Harbor Marina Ponce Inlet FL — 11,858 5,485 — 517 11,858 6,002 17,860 ( 968 ) 2021 Harbor Lakes Port Charlotte FL ( 16,131 ) 3,384 10,154 — 3,134 3,384 13,288 16,672 ( 7,478 ) 2004 Lighthouse Pointe at Daytona Beach Port Orange FL — 2,446 7,483 23 5,005 2,469 12,488 14,957 ( 7,939 ) 1998 Pickwick Village Port Orange FL ( 15,103 ) 2,803 8,870 — 7,321 2,803 16,191 18,994 ( 9,178 ) 1998 Rose Bay Port Orange FL — 3,866 3,528 — 942 3,866 4,470 8,336 ( 2,712 ) 2016 Emerald Lake Punta Gorda FL ( 3,741 ) 3,598 5,197 — 1,818 3,598 7,015 10,613 ( 2,603 ) 2011 Gulf View Punta Gorda FL — 717 2,158 — 2,325 717 4,483 5,200 ( 2,378 ) 2004 Tropical Palms MH Punta Gorda FL — 2,365 7,286 — 4,411 2,365 11,697 14,062 ( 5,380 ) 2006 Kingswood Riverview FL — 9,094 8,365 — 1,724 9,094 10,089 19,183 ( 3,094 ) 2018 Palm Lake Riviera Beach FL ( 17,009 ) 56,323 27,418 — 14,109 56,323 41,527 97,850 ( 8,627 ) 2018 Riviera Beach Marina Riviera Beach FL — 15,725 12,966 — 1,862 15,725 14,828 30,553 ( 3,605 ) 2019 Indian Oaks Rockledge FL — 1,089 3,376 — 1,586 1,089 4,962 6,051 ( 3,796 ) 1998 Space Coast Rockledge FL — 2,413 3,716 — 2,087 2,413 5,803 8,216 ( 1,702 ) 2014 Covington Estates Saint Cloud FL ( 8,329 ) 3,319 7,253 — 694 3,319 7,947 11,266 ( 3,439 ) 2011 Winds of St. Armands North Sarasota FL ( 21,832 ) 1,523 5,063 20 4,879 1,543 9,942 11,485 ( 7,701 ) 1983 Winds of St. Armands South Sarasota FL ( 14,236 ) 1,106 3,162 4,018 10,661 5,124 13,823 18,947 ( 4,842 ) 1983 S-7 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Topics RV Resort Spring Hill FL ( 3,414 ) 844 2,568 — 1,465 844 4,033 4,877 ( 2,185 ) 2004 Pine Island St. James City FL — 1,678 5,044 — 8,027 1,678 13,071 14,749 ( 3,527 ) 2007 St. Pete Marina St. Petersburg FL — 12,591 19,066 — ( 103 ) 12,591 18,963 31,554 ( 4,289 ) 2019 Riverwatch Marina Stuart FL — 19,994 8,910 — 552 19,994 9,462 29,456 ( 1,262 ) 2021 Carefree Village Tampa FL ( 26,853 ) 6,799 10,421 — 1,909 6,799 12,330 19,129 ( 5,208 ) 2011 Tarpon Glen Tarpon Springs FL — 2,678 4,016 — 1,235 2,678 5,251 7,929 ( 2,096 ) 2011 Featherock Valrico FL — 11,369 22,770 — 2,804 11,369 25,574 36,943 ( 10,534 ) 2011 Bay Indies Venice FL ( 192,801 ) 10,483 31,559 10 13,907 10,493 45,466 55,959 ( 36,514 ) 1994 Ramblers Rest RV Resort Venice FL ( 30,081 ) 4,646 14,201 — 16,528 4,646 30,729 35,375 ( 11,847 ) 2006 Countryside at Vero Beach Vero Beach FL ( 57,377 ) 3,711 11,133 — 9,779 3,711 20,912 24,623 ( 15,054 ) 1998 Heritage Plantation Vero Beach FL — 2,403 7,259 — 5,536 2,403 12,795 15,198 ( 9,137 ) 1994 Heron Cay Vero Beach FL ( 24,832 ) 14,368 23,792 — 3,165 14,368 26,957 41,325 ( 11,352 ) 2011 Holiday Village, Florida Vero Beach FL — 350 1,374 — 258 350 1,632 1,982 ( 1,357 ) 1998 Sunshine Travel-Vero Beach Vero Beach FL — 1,603 4,813 — 4,797 1,603 9,610 11,213 ( 3,830 ) 2004 Vero Beach Marina Vero Beach FL — 3,644 5,519 — 2,175 3,644 7,694 11,338 ( 1,249 ) 2019 Vero Palm Estates Vero Beach FL ( 9,971 ) 6,697 9,025 — 1,990 6,697 11,015 17,712 ( 4,498 ) 2011 Village Green Vero Beach FL ( 57,998 ) 15,901 25,175 518 4,734 16,419 29,909 46,328 ( 12,450 ) 2011 Peace River Wauchula FL — 900 2,100 — 4,822 900 6,922 7,822 ( 2,084 ) 2006 Palm Beach Colony West Palm Beach FL ( 9,460 ) 5,930 10,113 8 1,315 5,938 11,428 17,366 ( 4,950 ) 2011 Parkwood Communities Wildwood FL — 6,990 15,115 — 2,028 6,990 17,143 24,133 ( 7,418 ) 2011 Three Flags Wildwood FL — 228 684 — 1,029 228 1,713 1,941 ( 792 ) 2006 Winter Garden Winter Garden FL — 2,321 6,962 — 2,425 2,321 9,387 11,708 ( 4,324 ) 2007 Crystal Lake Zephyrhills Zephyrhills FL — 3,767 6,834 194 15,393 3,961 22,227 26,188 ( 5,110 ) 2011 Forest Lake Estates MH Zephyrhills FL ( 16,944 ) 40,716 33,918 1,194 7,868 41,910 41,786 83,696 ( 16,441 ) 2016 Forest Lake Village RV Zephyrhills FL — — 537 — 670 — 1,207 1,207 ( 302 ) 2016 Sixth Avenue Zephyrhills FL — 837 2,518 — 653 837 3,171 4,008 ( 1,772 ) 2004 Coach Royale Boise ID — 465 1,685 — 455 465 2,140 2,605 ( 862 ) 2011 Maple Grove Boise ID — 1,358 5,151 — 1,525 1,358 6,676 8,034 ( 2,618 ) 2011 Shenandoah Estates Boise ID ( 8,230 ) 1,287 7,603 — 716 1,287 8,319 9,606 ( 3,473 ) 2011 West Meadow Estates Boise ID ( 6,748 ) 1,371 6,770 — 707 1,371 7,477 8,848 ( 3,122 ) 2011 O'Connell's Yogi Bear RV Resort Amboy IL ( 2,481 ) 1,648 4,974 — 8,339 1,648 13,313 14,961 ( 4,938 ) 2004 Pheasant Lake Estates Beecher IL ( 36,860 ) 12,764 42,183 872 4,535 13,636 46,718 60,354 ( 16,267 ) 2013 Pine Country Belvidere IL — 53 166 — 3,059 53 3,225 3,278 ( 807 ) 2006 Willow Lake Estates Elgin IL ( 34,816 ) 6,138 21,033 — 22,212 6,138 43,245 49,383 ( 26,795 ) 1994 Golf Vista Estates Monee IL ( 29,874 ) 2,842 4,719 1 14,831 2,843 19,550 22,393 ( 10,149 ) 1997 S-8 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Indian Lakes Batesville IN — 450 1,061 6 18,546 456 19,607 20,063 ( 3,571 ) 2004 Horseshoe Lakes Clinton IN — 155 365 2 2,175 157 2,540 2,697 ( 709 ) 2004 Twin Mills RV Howe IN — 1,399 4,186 — 1,163 1,399 5,349 6,748 ( 2,802 ) 2006 Lakeside RV New Carlisle IN — 426 1,281 — 454 426 1,735 2,161 ( 973 ) 2004 Dale Hollow State Park Marina Burkesville KY — — 7,399 — 810 — 8,209 8,209 ( 1,182 ) 2021 Diamond Caverns Park City KY — 530 1,512 ( 3 ) 1,021 527 2,533 3,060 ( 1,255 ) 2006 Gateway to Cape Cod Rochester MA — 91 288 — 1,283 91 1,571 1,662 ( 452 ) 2006 Hillcrest MA Rockland MA — 2,034 3,182 — 664 2,034 3,846 5,880 ( 1,533 ) 2011 The Glen Rockland MA — 940 1,680 — 67 940 1,747 2,687 ( 781 ) 2011 Old Chatham South Dennis MA ( 5,851 ) 1,760 5,293 — 5,532 1,760 10,825 12,585 ( 3,746 ) 2005 Sturbridge Sturbridge MA — 110 347 — 1,322 110 1,669 1,779 ( 587 ) 2006 Fernwood Capitol Heights MD ( 10,520 ) 6,556 11,674 — 1,817 6,556 13,491 20,047 ( 5,654 ) 2011 Williams Estates/Peppermint Woods Middle River MD — 22,774 42,575 — 2,116 22,774 44,691 67,465 ( 19,676 ) 2011 Mt. Desert Narrows Bar Harbor ME — 1,037 3,127 — 1,042 1,037 4,169 5,206 ( 1,985 ) 2007 Patten Pond Ellsworth ME — 267 802 — 521 267 1,323 1,590 ( 604 ) 2007 Pinehirst Old Orchard Beach ME ( 10,808 ) 1,942 5,827 — 3,002 1,942 8,829 10,771 ( 4,583 ) 2005 Narrows Too Trenton ME — 1,451 4,408 — 1,464 1,451 5,872 7,323 ( 2,568 ) 2007 Moody Beach Wells ME — 93 292 — 5,875 93 6,167 6,260 ( 1,139 ) 2006 Bear Cave Buchanan MI — 176 516 — 945 176 1,461 1,637 ( 582 ) 2006 St Clair St. Clair MI — 453 1,068 6 1,538 459 2,606 3,065 ( 1,116 ) 2004 Cedar Knolls Apple Valley MN ( 29,656 ) 10,021 14,357 — 2,517 10,021 16,874 26,895 ( 7,209 ) 2011 Cimarron Park Lake Elmo MN — 11,097 23,132 — 6,565 11,097 29,697 40,794 ( 11,450 ) 2011 Rockford Riverview Estates Rockford MN — 2,959 8,882 — 1,746 2,959 10,628 13,587 ( 4,388 ) 2011 Rosemount Woods Rosemount MN — 4,314 8,932 — 4,636 4,314 13,568 17,882 ( 4,572 ) 2011 Boathouse Marina Beaufort NC — 6,610 13,217 — 1,787 6,610 15,004 21,614 ( 1,817 ) 2021 Forest Lake Advance NC — 986 2,325 13 10,658 999 12,983 13,982 ( 2,758 ) 2004 Scenic Asheville NC — 1,183 3,511 — 2,726 1,183 6,237 7,420 ( 2,417 ) 2006 Waterway RV Cedar Point NC ( 4,389 ) 2,392 7,185 — 1,292 2,392 8,477 10,869 ( 5,196 ) 2004 Twin Lakes Chocowinity NC — 1,709 3,361 — 3,090 1,709 6,451 8,160 ( 3,002 ) 2004 Holiday Trav-L-Park Resort Emerald Isle NC — 17,212 33,520 — 421 17,212 33,941 51,153 ( 4,494 ) 2022 Topsail Sound RV Holly Ridge NC — 3,414 5,898 — 3,126 3,414 9,024 12,438 ( 1,293 ) 2020 Green Mountain Lenoir NC — 1,037 3,075 — 3,007 1,037 6,082 7,119 ( 2,635 ) 2006 Lake Gaston Littleton NC — 130 409 — 3,062 130 3,471 3,601 ( 860 ) 2006 Lake Myers RV Mocksville NC — 1,504 4,587 — 2,372 1,504 6,959 8,463 ( 3,153 ) 2006 Bogue Pines Newport NC — 1,476 2,592 — 248 1,476 2,840 4,316 ( 986 ) 2015 S-9 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Goose Creek Newport NC ( 12,221 ) 4,612 13,848 750 3,376 5,362 17,224 22,586 ( 10,568 ) 2004 Whispering Pines - NC Newport NC — 3,096 5,081 1 460 3,097 5,541 8,638 ( 1,869 ) 2015 Harbor Point RV Sneads Ferry NC — 4,633 7,777 — 258 4,633 8,035 12,668 ( 1,510 ) 2020 White Oak Shores Stella NC — 5,089 15,416 2,269 16,049 7,358 31,465 38,823 ( 5,048 ) 2019 Buena Vista Fargo ND — 4,563 14,949 — 2,219 4,563 17,168 21,731 ( 7,126 ) 2011 Meadow Park Fargo ND — 943 2,907 — 477 943 3,384 4,327 ( 1,452 ) 2011 Sandy Beach Contoocook NH — 1,755 5,265 — 404 1,755 5,669 7,424 ( 3,425 ) 2005 Pine Acres Raymond NH — 3,096 2,102 — 1,208 3,096 3,310 6,406 ( 1,171 ) 2014 Tuxbury Resort South Hampton NH — 3,557 3,910 — 1,864 3,557 5,774 9,331 ( 2,696 ) 2007 King Nummy Cape May Court House NJ — 4,027 3,584 — 782 4,027 4,366 8,393 ( 2,497 ) 2018 Acorn Campground Green Creek NJ — 3,707 4,642 — 1,028 3,707 5,670 9,377 ( 2,617 ) 2020 Whippoorwill RV Marmon NJ — 4,201 17,589 — 179 4,201 17,768 21,969 ( 2,439 ) 2022 Mays Landing Resort Mays Landing NJ — 536 289 — 3,156 536 3,445 3,981 ( 505 ) 2014 Echo Farms Ocean View NJ — 2,840 3,045 — 2,337 2,840 5,382 8,222 ( 1,687 ) 2014 Lake and Shore Ocean View NJ — 378 1,192 — 3,189 378 4,381 4,759 ( 1,986 ) 2006 Pine Haven Ocean View NJ — 15,586 47,165 — 755 15,586 47,920 63,506 ( 9,488 ) 2021 Red Oak Shores Campground Ocean View NJ — 2,193 6,759 — 700 2,193 7,459 9,652 ( 945 ) 2023 Chestnut Lake Port Republic NJ — 337 796 5 2,480 342 3,276 3,618 ( 1,133 ) 2004 Sea Pines Swainton NJ — 198 625 — 4,689 198 5,314 5,512 ( 1,646 ) 2006 Pine Ridge at Crestwood Whiting NJ ( 56,971 ) 17,367 33,127 — 9,349 17,367 42,476 59,843 ( 16,290 ) 2011 Mountain View - NV Henderson NV ( 33,673 ) 16,665 25,915 — 1,360 16,665 27,275 43,940 ( 11,884 ) 2011 Bonanza Village Las Vegas NV — 908 2,643 ( 1 ) 3,133 907 5,776 6,683 ( 4,144 ) 1983 Boulder Cascade Las Vegas NV — 2,995 9,020 — 5,352 2,995 14,372 17,367 ( 9,891 ) 1998 Cabana Las Vegas NV — 2,648 7,989 — 1,878 2,648 9,867 12,515 ( 8,656 ) 1994 Flamingo West Las Vegas NV — 1,730 5,266 — 2,459 1,730 7,725 9,455 ( 6,626 ) 1994 Las Vegas Las Vegas NV — 1,049 2,473 14 3,026 1,063 5,499 6,562 ( 2,228 ) 2004 Villa Borega Las Vegas NV — 2,896 8,774 — 2,237 2,896 11,011 13,907 ( 8,749 ) 1997 Rondout Valley Accord NY — 1,115 3,240 — 4,546 1,115 7,786 8,901 ( 2,628 ) 2006 Alpine Lake RV Resort Corinth NY — 4,783 14,125 153 4,331 4,936 18,456 23,392 ( 10,055 ) 2005 Lake George Escape Lake George NY — 3,562 10,708 — 13,651 3,562 24,359 27,921 ( 9,688 ) 2005 The Woodlands Lockport NY ( 40,304 ) 12,183 39,687 6 9,656 12,189 49,343 61,532 ( 19,083 ) 2011 Greenwood Village Manorville NY — 3,667 9,414 484 8,132 4,151 17,546 21,697 ( 12,220 ) 1998 Brennan Beach Pulaski NY — 7,325 21,141 — 10,210 7,325 31,351 38,676 ( 16,092 ) 2005 Lake George Schroon Valley Warrensburg NY — 540 1,626 — 552 540 2,178 2,718 ( 1,103 ) 2008 S-10 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Kenisee Lake Jefferson OH — 295 696 4 693 299 1,389 1,688 ( 710 ) 2004 Bay Point Marina Marblehead OH — 8,575 17,037 — 2,017 8,575 19,054 27,629 ( 2,656 ) 2021 Wilmington Wilmington OH — 235 555 3 1,321 238 1,876 2,114 ( 727 ) 2004 Bend Bend OR — 733 1,729 10 5,513 743 7,242 7,985 ( 2,107 ) 2004 Shadowbrook Clackamas OR — 1,197 3,693 — 1,948 1,197 5,641 6,838 ( 3,793 ) 1997 Pacific City Cloverdale OR — 1,076 2,539 15 8,829 1,091 11,368 12,459 ( 2,972 ) 2004 Falcon Wood Village Eugene OR ( 14,123 ) 1,112 3,426 — 1,884 1,112 5,310 6,422 ( 3,556 ) 1997 Portland Fairview Fairview OR ( 19,071 ) 7,330 10,278 — 1,300 7,330 11,578 18,908 ( 4,774 ) 2016 Quail Hollow Fairview OR — — 3,249 — 1,054 — 4,303 4,303 ( 3,407 ) 1997 South Jetty Florence OR — 678 1,598 9 3,346 687 4,944 5,631 ( 1,759 ) 2004 Seaside Seaside OR — 891 2,101 12 2,495 903 4,596 5,499 ( 2,069 ) 2004 Whalers Rest South Beach OR — 754 1,777 10 2,142 764 3,919 4,683 ( 1,753 ) 2004 Hope Valley Turner OR — 7,373 14,517 — 896 7,373 15,413 22,786 ( 1,920 ) 2021 Mt. Hood Village Welches OR — 1,817 5,733 — 15,119 1,817 20,852 22,669 ( 6,665 ) 2002 Greenbriar Village Bath PA — 8,359 16,941 — 1,474 8,359 18,415 26,774 ( 7,737 ) 2011 Sun Valley Bowmansville PA — 866 2,601 — 2,308 866 4,909 5,775 ( 1,766 ) 2009 Green Acres Breinigsville PA ( 33,803 ) 2,680 7,479 — 7,745 2,680 15,224 17,904 ( 11,179 ) 1988 Gettysburg Farm Dover PA — 111 350 — 1,320 111 1,670 1,781 ( 604 ) 2006 Timothy Lake North East Stroudsburg PA — 296 933 — 1,093 296 2,026 2,322 ( 886 ) 2006 Timothy Lake South East Stroudsburg PA — 206 649 — 489 206 1,138 1,344 ( 541 ) 2006 Drummer Boy Gettysburg PA — 1,884 20,342 — 1,331 1,884 21,673 23,557 ( 6,204 ) 2019 Round Top Gettysburg PA — 1,214 11,355 — 1,216 1,214 12,571 13,785 ( 5,215 ) 2019 Circle M Lancaster PA — 330 1,041 — 4,574 330 5,615 5,945 ( 1,570 ) 2006 Hershey Lebanon PA — 1,284 3,028 17 3,000 1,301 6,028 7,329 ( 3,091 ) 2004 Robin Hill Lenhartsville PA — 1,263 3,786 — 1,043 1,263 4,829 6,092 ( 2,210 ) 2009 PA Dutch County Manheim PA — 88 278 — 1,345 88 1,623 1,711 ( 393 ) 2006 Spring Gulch New Holland PA — 1,593 4,795 — 1,797 1,593 6,592 8,185 ( 3,815 ) 2004 Lil Wolf Orefield PA — 5,627 13,593 — 4,627 5,627 18,220 23,847 ( 6,885 ) 2011 Scotrun Scotrun PA — 153 483 — 1,455 153 1,938 2,091 ( 592 ) 2006 Appalachian RV Shartlesville PA — 1,666 5,044 — 1,211 1,666 6,255 7,921 ( 3,387 ) 2006 Mountain View - PA Walnutport PA — 3,207 7,182 — 1,518 3,207 8,700 11,907 ( 3,446 ) 2011 Timber Creek Westerly RI — 12,618 8,489 — 2,284 12,618 10,773 23,391 ( 6,085 ) 2018 Carolina Landing Fair Play SC — 457 1,078 6 2,504 463 3,582 4,045 ( 1,122 ) 2004 Inlet Oaks Village Murrells Inlet SC — 1,546 4,642 — 631 1,546 5,273 6,819 ( 2,907 ) 2006 Myrtle Beach property Myrtle Beach SC — 82,318 35,628 — 1,143 82,318 36,771 119,089 ( 8,024 ) 2021 S-11 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Rivers Edge Marina North Charleston SC — 20,305 6,405 — 374 20,305 6,779 27,084 ( 1,125 ) 2021 The Oaks Yemassee SC — 267 810 — 442 267 1,252 1,519 ( 617 ) 2006 Natchez Trace Hohenwald TN — 533 1,257 7 3,199 540 4,456 4,996 ( 1,663 ) 2004 Cherokee Landing Saulsbury TN — 118 279 2 332 120 611 731 ( 309 ) 2004 Alamo Palms Alamo TX ( 3,410 ) 1,562 7,924 — 1,712 1,562 9,636 11,198 ( 3,700 ) 2012 Bay Landing Bridgeport TX — 438 1,033 6 2,827 444 3,860 4,304 ( 1,399 ) 2004 Colorado River Columbus TX — 466 1,099 6 7,100 472 8,199 8,671 ( 1,547 ) 2004 Victoria Palms Donna TX ( 6,122 ) 2,849 12,305 — 8,148 2,849 20,453 23,302 ( 7,113 ) 2012 Lake Texoma Gordonville TX — 488 1,151 6 10,067 494 11,218 11,712 ( 2,344 ) 2004 Lakewood Harlingen TX — 325 979 — 1,361 325 2,340 2,665 ( 970 ) 2004 Paradise Park Harlingen TX — 1,568 4,705 — 2,537 1,568 7,242 8,810 ( 3,863 ) 2004 Sunshine RV Resort Harlingen TX — 1,494 4,484 — 3,208 1,494 7,692 9,186 ( 3,992 ) 2004 Tropic Winds Harlingen TX — 1,221 3,809 — 1,703 1,221 5,512 6,733 ( 3,286 ) 2002 Medina Lake Lakehills TX — 936 2,208 13 3,475 949 5,683 6,632 ( 2,441 ) 2004 Paradise South Mercedes TX — 448 1,345 — 1,418 448 2,763 3,211 ( 1,271 ) 2004 Lake Conroe KOA Montgomery TX — 2,699 8,430 ( 3 ) 677 2,696 9,107 11,803 ( 932 ) 2021 Lake Tawakoni Point TX — 35 2,320 — 2,148 35 4,468 4,503 ( 2,019 ) 2004 Fun N Sun RV San Benito TX — 2,533 5,560 412 8,606 2,945 14,166 17,111 ( 9,996 ) 1998 Country Sunshine Weslaco TX — 627 1,881 — 2,144 627 4,025 4,652 ( 2,038 ) 2004 Leisure World Weslaco TX — 957 2,575 — 980 957 3,555 4,512 ( 1,505 ) 2020 Southern Comfort Weslaco TX ( 3,722 ) 1,108 3,323 — 1,280 1,108 4,603 5,711 ( 2,635 ) 2004 Trails End RV Weslaco TX — 1,115 4,086 — 659 1,115 4,745 5,860 ( 2,132 ) 2020 Lake Whitney Whitney TX — 679 1,602 10 2,813 689 4,415 5,104 ( 1,845 ) 2004 Lake Conroe Willis TX — 1,363 3,214 18 23,347 1,381 26,561 27,942 ( 6,639 ) 2004 Westwood Village Farr West UT — 1,346 4,179 — 3,318 1,346 7,497 8,843 ( 5,318 ) 1997 St George Hurricane UT — 64 264 2 1,789 66 2,053 2,119 ( 496 ) 2010 All Seasons Salt Lake City UT — 510 1,623 — 1,123 510 2,746 3,256 ( 1,896 ) 1997 Meadows of Chantilly Chantilly VA ( 36,124 ) 5,430 16,440 — 9,149 5,430 25,589 31,019 ( 21,349 ) 1994 Harbor View Colonial Beach VA — 64 202 — 1,123 64 1,325 1,389 ( 516 ) 2006 Lynchburg Gladys VA — 266 627 3 1,091 269 1,718 1,987 ( 711 ) 2004 Chesapeake Bay Gloucester VA — 1,230 2,900 16 7,556 1,246 10,456 11,702 ( 3,532 ) 2004 Bayport Development Jamaica VA — 4,942 — 3,279 3,477 8,221 3,477 11,698 ( 177 ) 2020 Virginia Landing Quinby VA — 602 1,419 8 629 610 2,048 2,658 ( 1,176 ) 2004 Grey's Point Camp Topping VA ( 19,060 ) 33,492 17,104 — 4,664 33,492 21,768 55,260 ( 8,568 ) 2017 Bethpage Camp Resort Urbanna VA ( 31,810 ) 45,415 38,149 — 27,187 45,415 65,336 110,751 ( 16,408 ) 2017 S-12 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation Initial Cost to ELS Costs Capitalized Subsequent to Acquisition (Improvements) Gross Amount Carried at 12/31/23 Real Estate (1) Location Encumbrances Land Depreciable Property Land Depreciable Property Land Depreciable Property Total (3) Accumulated Depreciation Date of Acquisition Williamsburg Williamsburg VA — 111 350 — 1,678 111 2,028 2,139 ( 545 ) 2006 Regency Lakes Winchester VA ( 45,495 ) 9,757 19,055 — 2,696 9,757 21,751 31,508 ( 9,244 ) 2011 Birch Bay Blaine WA — 502 1,185 7 1,438 509 2,623 3,132 ( 1,090 ) 2004 Mount Vernon Bow WA — 621 1,464 8 3,541 629 5,005 5,634 ( 1,930 ) 2004 Chehalis Chehalis WA — 590 1,392 8 4,684 598 6,076 6,674 ( 1,976 ) 2004 Grandy Creek Concrete WA — 475 1,425 — 1,352 475 2,777 3,252 ( 1,116 ) 2008 Tall Chief Fall City WA — 314 946 — 2,205 314 3,151 3,465 ( 947 ) 2010 Kloshe Illahee Federal Way WA ( 16,682 ) 2,408 7,286 — 2,723 2,408 10,009 12,417 ( 7,053 ) 1997 La Conner La Conner WA — — 2,016 — 3,036 — 5,052 5,052 ( 2,625 ) 2004 Leavenworth Leavenworth WA — 786 1,853 10 2,618 796 4,471 5,267 ( 1,892 ) 2004 Thunderbird Resort Monroe WA — 500 1,178 6 3,215 506 4,393 4,899 ( 1,150 ) 2004 Little Diamond Newport WA — 353 834 5 1,454 358 2,288 2,646 ( 1,126 ) 2004 Oceana Oceana City WA — 283 668 4 913 287 1,581 1,868 ( 635 ) 2004 Crescent Bar Quincy WA — 314 741 4 1,168 318 1,909 2,227 ( 868 ) 2004 Long Beach Seaview WA — 321 758 5 2,690 326 3,448 3,774 ( 817 ) 2004 Paradise RV Silver Creek WA — 466 1,099 6 4,732 472 5,831 6,303 ( 1,338 ) 2004 Rainbow Lake Manor Bristol WI — 4,474 16,594 — 5,142 4,474 21,736 26,210 ( 6,921 ) 2013 Fremont Jellystone Park Campground Fremont WI — 1,437 4,296 — 1,810 1,437 6,106 7,543 ( 3,535 ) 2004 Yukon Trails Lyndon Station WI — 556 1,629 — 1,116 556 2,745 3,301 ( 1,290 ) 2004 Blackhawk Camping Resort Milton WI — 1,789 7,613 — 3,721 1,789 11,334 13,123 ( 3,255 ) 2014 Lakeland Milton WI — 3,159 13,830 — 2,671 3,159 16,501 19,660 ( 5,303 ) 2014 Westwood Estates Pleasant Prairie WI ( 19,685 ) 5,382 19,732 — 3,124 5,382 22,856 28,238 ( 8,064 ) 2013 Plymouth Rock Plymouth WI — 2,293 6,879 — 2,364 2,293 9,243 11,536 ( 4,083 ) 2009 Tranquil Timbers Sturgeon Bay WI — 714 2,152 — 1,133 714 3,285 3,999 ( 1,670 ) 2006 Lake of the Woods RV Wautoma WI — 1,333 2,238 — 510 1,333 2,748 4,081 ( 1,735 ) 2019 Neshonoc Lakeside West Salem WI — 1,106 4,861 ( 1 ) 781 1,105 5,643 6,748 ( 1,959 ) 2013 Arrowhead Wisconsin Dells WI — 522 1,616 1 1,310 523 2,926 3,449 ( 1,348 ) 2006 Subtotal of Properties Held for Long Term ( 2,989,959 ) 1,970,254 3,390,953 115,357 1,795,848 2,085,611 5,186,802 7,272,413 ( 2,334,334 ) Realty Systems, Inc. — — — — 361,596 — 361,596 361,596 ( 75,999 ) 2002 Management business and other — 3,447 578 ( 401 ) 68,658 3,046 69,236 72,282 ( 38,543 ) $ ( 2,989,959 ) $ 1,973,701 $ 3,391,531 $ 114,956 $ 2,226,102 $ 2,088,657 $ 5,617,634 $ 7,706,291 $ ( 2,448,876 ) _____________________ (1) The schedule excludes Properties in which we have a non-controlling joint venture interest and account for using the equity method of accounting. (2) All Properties were acquired, except for The Crossing at Voyager and Country Place, which were constructed. (3) Aggregate cost for federal income tax purposes is approximately $ 5.1 billion. S-13 Schedule III Equity LifeStyle Properties, Inc. Real Estate and Accumulated Depreciation The following table presents the changes in gross investment in real estate: (amounts in thousands) 2023 2022 2021 Balance, beginning of year $ 7,369,561 $ 6,989,064 $ 6,160,426 Acquisitions 10,057 141,588 635,984 Improvements 311,287 249,277 204,265 Manufactured homes, net 17,578 14,539 ( 7,193 ) Dispositions and other ( 2,192 ) ( 24,907 ) ( 4,418 ) Balance, end of year $ 7,706,291 $ 7,369,561 $ 6,989,064 The following table presents the changes in accumulated depreciation related to investment in real estate: (amounts in thousands) 2023 2022 2021 Balance, beginning of year $ 2,258,540 $ 2,103,774 $ 1,924,585 Depreciation and amortization 200,743 202,566 191,345 Dispositions and other ( 10,407 ) ( 47,800 ) ( 12,156 ) Balance, end of year $ 2,448,876 $ 2,258,540 $ 2,103,774 S-14