What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-22 · 180 added, 183 removed, 1634 unchanged (18% of the section changed)

6 unchanged sentences

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.

There were no material changes in our internal control over financial reporting during the year ended December 31, 2024.

Report of Management on Internal Control Over Financial Reporting

6 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2024, 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

management has concluded, through its testing, that the control was operating effectively and the material weakness was remediated as of September 30, 2023.

Other Information

During the quarter ended December 31, 2024, none of the Company’s directors or officers adopted , terminated or modified any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

13 unchanged sentences

89,435 $ 56.18 —

Equity compensation plans approved by security holders (2)

29,855 60.29 3,759,490

Equity compensation plans not approved by security holders (3)

2 unchanged sentences

_____________________

(1) Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “ 2014 Plan ” ).

(1) Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “ 2014 Plan ” ), prior to its termination.

(2) Represents shares of common stock under our Equity Incentive Plan effective April 30, 2024 (the “ 2024 Plan ” ).

(3) Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016.

34 unchanged sentences

2014 Equity Incentive Plan effective May 13, 2014 (the " 2014 Plan")

Equity LifeStyle Properties, Inc.

2024 Equity Incentive Plan effective April 30, 2024 ( the "2024 Plan")

Amended and Restated Equity LifeStyle Properties, Inc.

5 unchanged sentences

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

Second Amendment, dated July 18, 2024, to the Third Amended and Restated Credit Agreement, dated 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.

Form of Equity Distribution Agreement, dated November 1, 2024, by and among the Company, the Operating Partnership and each of the Sales Agents.

Form of Restricted Share Award Agreement for the 2014 Plan

Form of Option Award Agreement for the 2014 Plan

Form of Restricted Share Award Agreement for the 2024 Plan

Form of Option Award Agreement for the 2024 Plan

Equity LifeStyle Properties, Inc.

Business Ethics and Conduct Policy, dated October 29, 2024

Policy on Securities Trading

Subsidiaries of the Registrant

23 unchanged sentences

(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

(l) Included as Appendix B to our Definitive Proxy Statement dated March 19, 2024, relating to Annual Meeting of Stockholders held on April 30, 2024

(m) Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016

2 unchanged sentences

(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

(q) Included as an exhibit to our Report on Form 8-K filed on July 23, 2024

(r) Included as an exhibit to our Report on Form 8-K filed on November 1, 2024

(s) Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014

(t) Included as an exhibit to our Report on Form 8-K filed May 13, 2014

(u) Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2023

* Filed herewith

14 unchanged sentences

February 24, 2025 By:

/s/ V ALERIE H ENRY

Valerie Henry

/s/ C AROLINE K ARP

Caroline Karp

Senior Vice President and Chief Accounting Officer

8 unchanged sentences

Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 24, 2025

/s/ V ALERIE H ENRY

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 21, 2024

Valerie Henry

/s/ C AROLINE K ARP

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer) February 24, 2025

Caroline Karp

/s/ T HOMAS H ENEGHAN

15 unchanged sentences

Constance Freedman

/s/ RADHIKA PAPANDREOU

/s/ R ADHIKA P APANDREOU

Director February 24, 2025

2 unchanged sentences

Director February 24, 2025

/s/ S HELI R OSENBERG

Director February 21, 2024

Sheli Rosenberg

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

36 unchanged sentences

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.

Auditing the Company’s evaluation of impairment of long-lived assets was complex and 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.

52 unchanged sentences

Mortgage notes payable, net $ 2,928,292 $ 2,989,959

Term loan, net 497,648 496,817

Term loans, net 199,344 497,648

Unsecured line of credit 77,000 31,000

81 unchanged sentences

Exchange of Common OP Units for Common Stock — 312 — — — ( 312 ) —

Issuance of OP Units — — — — — 34,005 34,005

Issuance of Common Stock through employee stock purchase plan — 2,743 — — — — 2,743

10 unchanged sentences

Issuance of Common Stock through employee stock purchase plan — 1,983 — — — — 1,983

Issuance of Common Stock 3 28,367 — — — — 28,370

Compensation expenses related to restricted stock and stock options — 14,711 — — — — 14,711

8 unchanged sentences

Issuance of Common Stock through employee stock purchase plan — 1,790 — — — — 1,790

Issuance of Common Stock 45 317,342 — — — — 317,387

Compensation expenses related to restricted stock and stock options — 6,702 — — — — 6,702

38 unchanged sentences

Real estate acquisitions, net ( 1,334 ) ( 9,326 ) ( 140,013 )

Business acquisitions — — ( 41,769 )

Proceeds from disposition of properties, net — — ( 7 )

Investment in unconsolidated joint ventures ( 10,343 ) ( 9,275 ) ( 26,407 )

19 unchanged sentences

Other ( 4,055 ) ( 275 ) ( 895 )

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

Net cash used in financing activities ( 384,244 ) ( 215,662 ) ( 174,798 )

Net (decrease) increase in cash and restricted cash ( 5,361 ) 7,590 ( 101,051 )

Cash and restricted cash, beginning of period 29,937 22,347 123,398

13 unchanged sentences

Other assets, net — 13 —

Debt assumed — — 39,986

Deferred membership revenue — — 315

1 unchanged sentence

Rents and other customer payments received in advance and security deposits — 718 901

OP Units issued — — 34,004

Real estate acquisitions, net $ ( 1,334 ) $ ( 9,326 ) $ ( 140,013 )

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.

40 unchanged sentences

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.

Equity method of accounting is applied to entities in which ELS does not have a controlling interest 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.

19 unchanged sentences

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

Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and legal factors.

Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

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.

1 unchanged sentence

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, 2024, we recorded $ 0.9 million and $ 1.8 million reductions to the carrying value of certain assets as a result of Hurricane Milton and Hurricane Helene, respectively, and an insurance recovery accrual related to Hurricane Milton of $ 0.2 million.

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.

30 unchanged sentences

The estimated annual aggregated amortization expense to be recognized over each of the next five years is $ 3.2 million.

The weighted average remaining useful life is approximately seven years .

The weighted average remaining useful life is approximately six years .

(f) Assets Held for Sale

52 unchanged sentences

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.

Sales from membership subscriptions, upgrades and homes 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.

Membership upgrades grant certain additional access rights to the customer and may require non-refundable upfront payments.

The non-refundable upfront payments are recognized on a straight-line basis over 24 years, which is our estimated membership upgrade contract term.

1 unchanged sentence

The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred.

During 2024, the Company identified aged prepaid balances and determined these to no longer be liabilities of the Company.

The reversal of these balances as an out-of-period adjustment resulted in an overstatement of Other income in the Consolidated Statements of Income and Comprehensive Income of $ 6.8 million for the year ended December 31, 2024, which is not material to the current period, or to any previously reported periods.

(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.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 2—Summary of Significant Accounting Policies (continued)

We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary.

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.

8 unchanged sentences

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.

During the year ended December 31, 2024, we recognized debris removal and cleanup costs related to Hurricane Milton, Hurricane Ian and Hurricane Helene of $ 3.6 million, $ 2.6 million, and $ 1.2 million, respectively, and insurance recovery revenue related to Hurricane Ian and Hurricane Milton of $ 24.9 million and $ 3.4 million, respectively, including $ 22.3 million for reimbursement of capital expenditures, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income.

During the year ended December 31, 2023, we recognized expenses of $ 13.4 million related to debris removal and cleanup costs related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 13.4 million 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 year December 31, 2022, we recognized expenses of approximately $ 40.6 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $ 40.6 million, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income.

During the years ended December 31, 2024 and December 31, 2023, we received insurance proceeds of approximately $ 32.4 million and $ 68.3 million, respectively, of which $ 7.6 million and $ 10.6 million were identified as business interruption recovery revenue, respectively, related to Hurricane Ian.

(n) Non-Controlling Interests

8 unchanged sentences

As of December 31, 2024 and 2023, the REIT had a federal net operating loss carryforward of approximately $ 46.1 million and $ 48.6 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.

The Company utilized $ 2.3 million and $ 3.1 million of the net operating loss carryforward to offset its tax and distribution requirements for the years ended December 31, 2024 and 2023, 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

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 2—Summary of Significant Accounting Policies (continued)

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, 2024 and 2023.

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.

We regularly assess the need for a valuation allowance against our deferred tax assets and concluded at December 31, 2024 that no valuation allowance should be recorded.

During the year ended December 31, 2023, we released the full valuation allowance of $ 10.5 million.

As of December 31, 2024 and December 31, 2023, our deferred tax assets were $ 10.8 million and $ 10.5 million, respectively.

The REIT remains subject to certain foreign, state and local income, excise or franchise taxes;

16 unchanged sentences

Distributions declared per common stock outstanding $ 1.910 $ 1.795 $ 1.635

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.

The quarterly distribution paid on January 10, 2025 of $ 0.477500 (unaudited) per share of common stock were all allocated to 2024 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) :

2 unchanged sentences

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.

We adopted ASU 2023-07 for the year ended December 31, 2024.

See Note 16—Reportable Segments for more information.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

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.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires additional disaggregated disclosure of the nature of expenses included in the income statement into certain required expense categories.

This update is effective for annual periods beginning after December 15, 2026, with early adoption being permitted.

We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements.

Equity LifeStyle Properties, Inc.

27 unchanged sentences

Ground leases $ 643 $ 671 $ 3,601

$ 671 $ 3,601 $ 5,906

Office and other leases 3,795 3,836 3,739

1 unchanged sentence

Ground leases 59 1,969 1,938

1,969 1,938 871

Office and other leases — — 50

Total lease cost $ 4,497 $ 6,476 $ 9,278

__________________

(1) The Westwinds ground leases expired August 31, 2022, for additional information see Part I.

Financial Statements—Note 16.

Commitments and Contingencies.

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, 2024:

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 3—Leases (continued)

(amounts in thousands) Ground Leases Office and Other Leases Total

11 unchanged sentences

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 nine years and the weighted average incremental borrowing rate was 3.8 % at December 31, 2022.

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.

Note 4— Earnings Per Common Share

17 unchanged sentences

Equity Offering Program

There was no ATM activity under our prior ATM equity offering program during the year ended December 31, 2023.

On November 1, 2024, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 700.0 million.

Prior to establishing our current ATM program, the February ATM had an

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 5—Common Stock and Other Equity Related Transactions (continued)

aggregate offering price of up to $ 500.0 million.

During the year ended December 31, 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 per Common Share from the February ATM.

Upon establishing our current ATM program, we terminated the February ATM, of which approximately $ 185.0 million remained available for issuance.

The following table presents the shares that were issued under our prior ATM equity offering programs, during the years ended December 31, 2024, 2023, and 2022:

1 unchanged sentence

(amounts in thousands, except share data)

2024 2023 2022

Shares of common stock sold 4,534,108 — 328,123

2 unchanged sentences

Commissions paid to sales agents $ 3,174 $ — $ 389

There was no ATM activity under the current ATM equity offering program during the year ended December 31, 2024 and as of December 31, 2024, the full capacity of $ 700.0 million remained available for issuance.

Employee Stock Purchase Plan

40 unchanged sentences

Note 6— Investment in Real Estate

During the year ended December 31, 2024, we acquired rental cabins at one of our properties for $ 1.3 million.

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.

23 unchanged sentences

Investment as of December 31, Income/(Loss) for Years Ended December 31,

Investment Location (a)

of Sites Economic Interest (b)

Investment Location Number

of Sites Economic Interest (a)

2024 2023 2024 2023 2022

Meadows Various 1,077 50 % $ 405 $ 534 $ 7,659 $ 2,676 $ 2,458

Lakeshore Florida (3,3) 721 (c)

3,387 2,625 757 683 568

Voyager Arizona (1,1) — — % (d)

Lakeshore Florida 721 (b)

3,849 3,387 823 757 683

Voyager Arizona — — % (c)

ECHO JV Various — 50 % 2,783 2,773 10 ( 190 ) 958

RVC Various 1,283 80 % (e)

RVC Various 1,489 80 % (d)

61,505 62,441 ( 1,630 ) ( 585 ) ( 587 )

3 unchanged sentences

_____________________

(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.

(a) The percentages shown approximate our economic interest as of December 31, 2024.

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.

(b) 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) Includes four joint ventures of which one joint venture owns a portfolio of seven operating RV communities, two joint ventures each own an RV property under development and one joint venture which purchases and sells homes.

We recognized $ 6.2 million, $ 2.7 million and $ 3.4 million (net of $ 4.8 million, $ 4.6 million and $ 3.9 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2024, 2023 and 2022, respectively.

6 unchanged sentences

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.

As of December 31, 2024 and 2023, Contracts Receivable, net of allowance, was $ 42.3 million for both years.

Contracts Receivable, as of December 31, 2024, had an average stated interest rate of 13.1 % per annum, a weighted average term remaining of 4.6 years and require monthly payments of principal and interest.

14 unchanged sentences

As of December 31, 2024 and 2023, we had outstanding mortgage indebtedness on Properties of approximately $ 2,928.3 million and $ 2,990.0 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 weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of December 31, 2024 and December 31, 2023, was approximately 4.1 % and 3.8 % 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.

The debt encumbered a total of 120 of our Properties as of both December 31, 2024 and December 31, 2023, respectively, and the gross carrying value of such Properties was approximately $ 3,268.5 million and $ 3,194.1 million, as of December 31, 2024 and December 31, 2023, respectively.

2023 Activity

5 unchanged sentences

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

2 unchanged sentences

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.

The LOC bears interest at a rate of SOFR plus 0.10 % plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %.

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.

On July 18, 2024, we entered into a Second Amendment to the Third Amended and Restated Credit Agreement (the “Second Amendment”).

Pursuant to the Second Amendment, the LOC maturity date was extended to July 18, 2028, and this term can be extended for two additional six-month terms, subject to certain conditions.

All other material terms, including interest rate terms, remain the same.

On October 3, 2024, we repaid the $ 300 million Term Loan in conjunction with the sale of shares under the February ATM (see Note 5.

Common Stock and Other Equity Related Transactions).

We previously 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.

17 unchanged sentences

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.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in 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.

2 unchanged sentences

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.

The 2021 Swap had a fixed interest rate of 0.41 % per annum.

The 2021 Swap matured on March 25, 2024.

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.

1 unchanged sentence

Based on the leverage as of December 31, 2024, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

In April 2024, we entered into three Swap Agreements (“2024 Swaps”) with an aggregate notional value 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 with maturity on April 17, 2026.

In connection with the repayment of the $ 300.0 Term Loan on October 3, 2024, we terminated the interest rate swap agreements with an aggregate loss of $ 4.4 million.

Borrowing Arrangements for additional information.

The Company determined that it was probable the hedge forecasted transactions would not occur during the original periods, and therefore, the $ 4.4 million of losses in Accumulated Other Comprehensive Income was reclassified to Early debt retirement in the Consolidated Statements of Income and Comprehensive Income.

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

The following table presents the fair value of our derivative financial instruments:

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 10—Derivative Instruments and Hedging Activities (continued)

As of December 31,

(amounts in thousands) Balance Sheet Location 2024 2023

Interest Rate Swaps Other assets, net $ 2,303 $ 6,061

The table below presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:

1 unchanged sentence

in OCI on derivative

for the year ended December 31, Location of (gain)/ loss reclassified from

for the years ended December 31, Location of (gain)/ loss reclassified from

Accumulated OCI into income Amount of (gain)/loss reclassified from

3 unchanged sentences

Interest Rate Swaps $ ( 5,877 ) $ ( 5,039 ) $ ( 19,904 ) Interest Expense $ ( 14,022 ) $ ( 18,097 ) $ ( 4,309 )

Early Debt Retirement $ 4,387 $ — $ —

During the next twelve months, we estimate that $ 1.0 million will be reclassified as a decrease to interest expense.

4 unchanged sentences

The components of the change in deferred revenue entry of membership subscriptions and deferred commission expense were as follows:

As of December 31,

(amounts in thousands)

Deferred revenue - upfront payments from membership upgrade sales as of December 31, $ 185,660 $ 163,957

Deferred revenue - upfront payments from membership upgrade sales, beginning of year $ 206,625 $ 185,660

Membership upgrade sales 27,529 35,684

1 unchanged sentence

Net increase in deferred revenue - upfront payments from membership upgrade sales 11,096 20,965

Deferred revenue - upfront payments from membership upgrade sales as of December 31, (1)

Deferred revenue - upfront payments from membership upgrade sales, end of year (1)

$ 217,721 $ 206,625

Deferred commission expense as of December 31, $ 50,441 $ 47,349

Deferred commission expense, beginning of year $ 53,641 $ 50,441

Deferred commission expense 7,452 7,411

1 unchanged sentence

Net increase in deferred commission expense 2,875 3,200

Deferred commission expense as of December 31, $ 53,641 $ 50,441

Deferred commission expense, end of year $ 56,516 $ 53,641

_____________________

(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 12— Equity Incentive Awards

Grants Issued Under the 2014 Plan

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.

During the quarter ended March 31, 2024, 90,378 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 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 7, 2027, 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

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12—Equity Incentive Awards (continued)

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.

Grants Issued Under the 2024 Plan

Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by our Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.

The 2024 Plan replaces the 2014 Plan and is the sole plan available to us to provide equity incentive compensation to eligible participants as of its adoption.

No further awards will be granted under the 2014 Plan.

The 2024 Plan authorizes grants of options, restricted stock, and other forms of equity-based compensation, subject to conditions and restrictions determined by the Compensation Committee.

Our Compensation Committee (or our Board of Directors with respect to awards made to our independent directors) determines the terms and conditions of each award at the time of grant, including whether payment of awards may be subject to the achievement of performance goals, consistent with the provisions of the 2024 Plan.

A maximum of 3,766,336 shares of common stock are available for grant under the 2024 Plan.

During the quarter ended June 30, 2024, we awarded to certain members of our Board of Directors 16,626 shares of restricted stock at a fair value of approximately $ 1.0 million and options to purchase 29,855 shares of common stock with an exercise price of $ 60.29 .

These are time-based awards subject to various vesting dates between November 1, 2024 and April 30, 2027.

As of December 31, 2024, 3,759,490 shares remained available for future grants.

Restricted stock and options under the 2024 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.

1 unchanged sentence

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, 2024, 2023 and 2022 was $ 6.7 million, $ 14.7 million and $ 10.5 million, respectively.

12 unchanged sentences

Balance at December 31, 2023 181,179 $ 55.84

Shares granted 143,275 $ 56.63

Shares forfeited/cancelled — $ —

Shares vested ( 228,478 ) $ 72.25

Granted 107,004 $ 66.00

Forfeited/Cancelled ( 9,780 ) $ 69.95

Vested ( 99,462 ) $ 70.11

Balance at December 31, 2024 178,941 $ 69.51

11 unchanged sentences

Weighted Average Grant Date Fair Value Per Share $ 15.28 $ 16.31

There were 8,450 stock options granted during December 31, 2023.

There were 29,855 stock options granted during year ended December 31, 2024.

No options were forfeited or expired for the years ended December 31, 2024, 2023 and 2022.

17 unchanged sentences

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.

We accrued compensation expenses of approximately $ 2.8 million for the year ended December 31, 2024, and $ 3.1 million for both years ended December 2023 and 2022.

Note 14— Savings Plan

5 unchanged sentences

Notes to Consolidated Financial Statements

Note 14—Savings Plan (continued)

Our contribution to the 401K Plan was approximately $ 3.2 million, $ 2.8 million and $ 2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

5 unchanged sentences

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.

Beginning on August 31, 2023 through December 4, 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.

11 unchanged sentences

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:

2 unchanged sentences

The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences.

The CODM, who is our President and Chief Executive Officer, uses Net Operating Income ("NOI") as the primary financial measure to evaluate segment performance.

NOI is defined as total operating revenues less total operating expenses.

Segments are assessed before interest income and depreciation and amortization.

The CODM regularly uses NOI predominately in comparing current financial performance with past financial performance, identifying business trends, and forecasting future periods in making resource allocation decisions and managing expenses to maximize value for the Company and its shareholders.

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, 2024, 2023 and 2022.

6 unchanged sentences

Operations expenses ( 701,838 ) ( 73,158 ) ( 774,996 )

Income from segment operations 676,400 15,113 691,513

Interest income 6,473 2,512 8,985

NOI 720,584 13,074 733,658

Reconciliation to consolidated net income:

Depreciation and amortization ( 203,879 )

Loss on sale of real estate and impairment, net ( 2,466 )

Income from operations $ 486,435 $ 6,744 $ 493,179

Reconciliation to consolidated net income:

Corporate interest income 52

Interest income 9,238

Income from other investments, net 8,274

General and administrative ( 38,483 )

Casualty-related charges/(recoveries), net 20,950

Other expenses ( 5,533 )

15 unchanged sentences

Operations expenses ( 685,392 ) ( 94,778 ) ( 780,170 )

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

NOI 676,400 15,113 691,513

Reconciliation to consolidated net income:

Depreciation and amortization ( 203,738 )

Loss on sale of real estate, net ( 3,581 )

Corporate interest income 9,037

3 unchanged sentences

Interest and related amortization ( 132,342 )

Income tax benefit 10,488

Equity in income of unconsolidated joint ventures 2,713

9 unchanged sentences

Operations expenses ( 656,839 ) ( 121,196 ) ( 778,035 )

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

NOI 634,628 18,434 653,062

Reconciliation to consolidated net income:

Corporate interest income 30

Depreciation and amortization ( 202,362 )

Interest income 7,430

Income from other investments, net 8,553

19 unchanged sentences

Total property operations revenues 1,422,422 1,361,792 1,291,467

Property operating and maintenance 464,512 437,764 393,256

Utility expense 159,058 155,160 147,169

Payroll 120,204 120,310 117,858

Repairs & maintenance 93,997 94,424 86,358

Insurance and other 101,510 94,618 86,379

Real estate taxes 81,966 77,993 74,145

4 unchanged sentences

Total property operations expenses 701,838 685,392 656,839

Income from property operations segment $ 676,400 $ 634,628 $ 593,032

NOI $ 720,584 $ 676,400 $ 634,628

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2024, 2023 and 2022:

9 unchanged sentences

Total expenses 73,158 94,778 121,196

Income from home sales and rentals operations segment $ 15,113 $ 18,434 $ 11,338

NOI $ 13,074 $ 15,113 $ 18,434

_____________________

5 unchanged sentences

As a result, we awarded 99,765 shares of restricted stock.

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

Of these shares, 50 % are time-based awards, with 47,503 shares vesting in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, and with 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027.

These time-based awards have a total grant date fair value of $ 3.2 million.

The remaining 50 % are performance-based awards with 47,506 shares vesting in equal installments on February 3, 2026,

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 17—Subsequent Events (continued)

They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties.

February 2, 2027 and February 1, 2028, respectively, and 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027, upon meeting performance conditions to be established by the Compensation Committee in the year of the vesting period.

The performance-based awards are valued using the closing price at the grant date when all the key terms and conditions are known to all parties.

The 17,418 shares of restricted stock subject to 2025 performance goals have a grant date fair value of $ 1.1 million.

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.

On January 27, 2025, our Board of Directors approved setting the annual dividend rate for 2025 at $ 2.06 per share of common stock, an increase of $ 0.15 over the current $ 1.91 per share of common stock for 2024.

Our Board of Directors, in its sole discretion, will determine the amount of each quarterly dividend in advance of payment.

107 unchanged sentences

California Hawaiian San Jose CA ( 28,904 ) 5,825 17,755 — 8,444 5,825 26,199 32,024 ( 19,567 ) 1997

Nicholson Plaza San Jose CA — — 4,512 — ( 4,512 ) — — — — 1997

Sunshadow San Jose CA — 12,334 5,707 8 1,880 12,342 7,587 19,929 ( 5,843 ) 1997

Village of the Four Seasons San Jose CA ( 16,793 ) 5,229 15,714 — 2,906 5,229 18,620 23,849 ( 11,724 ) 2004

Westwinds (4 properties) San Jose CA — — 17,616 — ( 17,616 ) — — — — 1997

Laguna Lake San Luis Obispo CA ( 18,776 ) 2,845 6,520 — 4,530 2,845 11,050 13,895 ( 6,915 ) 1998

16 unchanged sentences

Golden Terrace West Golden CO — 1,694 5,065 — 7,850 1,694 12,915 14,609 ( 7,774 ) 1986

Blue Mesa Recreational Ranch Gunnison CO — 5,126 8,217 — 1,117 5,126 9,334 14,460 ( 2,812 ) 2022

Pueblo Grande Pueblo CO — 241 1,069 — 6,058 241 7,127 7,368 ( 2,466 ) 1983

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 ( 36,759 ) 1,928 4,408 — 5,120 1,928 9,528 11,456 ( 7,470 ) 1994

16 unchanged sentences

Clover Leaf Forest Brooksville FL — 1,092 2,178 — 1,128 1,092 3,306 4,398 ( 1,203 ) 2011

Myriad Development - Resort at Tranquility Lake Cape Coral FL — 12,572 — 44 31,365 12,616 31,365 43,981 ( 1,375 ) 2020

Resort at Tranquility Lake Cape Coral FL — 12,572 — 44 38,652 12,616 38,652 51,268 ( 2,573 ) 2020

Palm Harbour Marina Cape Haze FL — 13,228 6,310 — ( 451 ) 13,228 5,859 19,087 ( 1,068 ) 2021

11 unchanged sentences

Cortez Village Marina Cortez FL — 17,936 — 865 17,936 4,821 22,757 ( 962 ) 2021

Crystal Isles Crystal River FL — 926 2,787 10 6,079 936 8,866 9,802 ( 3,519 ) 2004

Cheron Village Davie FL — 10,393 6,217 — 509 10,393 6,726 17,119 ( 3,420 ) 2011

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 ( 13,688 ) 2,914 8,682 — 4,561 2,914 13,243 16,157 ( 9,263 ) 1998

31 unchanged sentences

Kings & Queens Lakeland FL — 1,696 3,064 — 521 1,696 3,585 5,281 ( 1,630 ) 2011

Lakeland Harbor Lakeland FL ( 35,408 ) 10,446 17,376 — 1,800 10,446 19,176 29,622 ( 8,686 ) 2011

Lakeland Junction Lakeland FL ( 2,870 ) 3,018 4,752 — 495 3,018 5,247 8,265 ( 2,457 ) 2011

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 — ( 59 ) 8,276 5,049 13,325 ( 1,545 ) 2019

34 unchanged sentences

Foxwood Farms Ocala FL — 3,853 7,967 — 3,309 3,853 11,276 15,129 ( 4,672 ) 2011

Oak Bend Ocala FL — 850 2,572 — 13,521 850 16,093 16,943 ( 4,716 ) 1993

Villas at Spanish Oaks Ocala FL — 2,250 6,922 — 4,982 2,250 11,904 14,154 ( 8,667 ) 1993

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 5,842 11,265 18,273 29,538 ( 10,814 ) 2004

30 unchanged sentences

Armands South Sarasota FL ( 13,777 ) 1,106 3,162 4,018 11,013 5,124 14,175 19,299 ( 5,192 ) 1983

Topics RV Resort Spring Hill FL ( 3,429 ) 844 2,568 — 1,546 844 4,114 4,958 ( 2,333 ) 2004

Pine Island St.

James City FL — 1,678 5,044 — 11,411 1,678 16,455 18,133 ( 4,030 ) 2007

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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

Pete Marina St.

32 unchanged sentences

Golf Vista Estates Monee IL ( 29,897 ) 2,842 4,719 1 14,856 2,843 19,575 22,418 ( 10,790 ) 1997

Indian Lakes Batesville IN — 450 1,061 6 18,739 456 19,800 20,256 ( 4,268 ) 2004

Horseshoe Lakes Clinton IN — 155 365 2 2,301 157 2,666 2,823 ( 797 ) 2004

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 — 1,258 1,399 5,444 6,843 ( 3,017 ) 2006

31 unchanged sentences

Bogue Pines Newport NC — 1,476 2,592 — 266 1,476 2,858 4,334 ( 1,073 ) 2015

Goose Creek Newport NC ( 11,631 ) 4,612 13,848 750 3,610 5,362 17,458 22,820 ( 11,146 ) 2004

Whispering Pines - NC Newport NC — 3,096 5,081 1 609 3,097 5,690 8,787 ( 2,047 ) 2015

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 — 424 4,633 8,201 12,834 ( 1,865 ) 2020

30 unchanged sentences

Lake George Schroon Valley Warrensburg NY — 540 1,626 — 602 540 2,228 2,768 ( 1,182 ) 2008

Kenisee Lake Jefferson OH — 295 696 4 697 299 1,393 1,692 ( 764 ) 2004

Bay Point Marina Marblehead OH — 8,575 17,037 — 2,486 8,575 19,523 28,098 ( 3,420 ) 2021

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 1,529 238 2,084 2,322 ( 817 ) 2004

30 unchanged sentences

Inlet Oaks Village Murrells Inlet SC — 1,546 4,642 — 682 1,546 5,324 6,870 ( 3,085 ) 2006

Myrtle Beach property Myrtle Beach SC — 82,318 35,628 — 1,143 82,318 36,771 119,089 ( 8,024 ) 2021

Carolina Shores RV Myrtle Beach SC — 82,318 35,628 — 2,426 82,318 38,054 120,372 ( 10,244 ) 2021

Rivers Edge Marina North Charleston SC — 20,305 6,405 — 231 20,305 6,636 26,941 ( 1,356 ) 2021

The Oaks Yemassee SC — 267 810 — 498 267 1,308 1,575 ( 666 ) 2006

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 4,468 540 5,725 6,265 ( 1,861 ) 2004

31 unchanged sentences

Bethpage Camp Resort Urbanna VA ( 30,226 ) 45,415 38,149 — 27,762 45,415 65,911 111,326 ( 19,245 ) 2017

Williamsburg Williamsburg VA — 111 350 — 1,885 111 2,235 2,346 ( 635 ) 2006

Regency Lakes Winchester VA ( 45,534 ) 9,757 19,055 — 2,731 9,757 21,786 31,543 ( 9,938 ) 2011

Equity LifeStyle Properties, Inc.

6 unchanged sentences

Depreciation Date of

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 1,481 509 2,666 3,175 ( 1,206 ) 2004

49 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures