ELS Reports First Quarter Results

  ELS Reports First Quarter Results

                      Continued Stable Core Performance

Business Wire

CHICAGO -- April 22, 2013

Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,”
“us,” and “our”) today announced results for the quarter ended March31, 2013.
All per share results are reported on a fully-diluted basis unless otherwise
noted.

Financial Results

Normalized Funds From Operations (“Normalized FFO”) increased $5.3 million, or
$0.12 per common share, to $64.0 million, or $1.41 per common share, compared
to $58.7 million, or $1.29 per common share, for the same period in 2012.
Normalized FFO is calculated by eliminating certain non-operating items from
Funds From Operations (“FFO”), such as the change in the fair value of a
contingent asset. See page 21 of this release for a complete definition of
Normalized FFO and FFO and page 6 for a reconciliation of Normalized FFO and
FFO to net income, the nearest GAAP (Generally Accepted Accounting Principles)
measure.

FFO increased $6.3 million, or $0.14 per common share, to $65.0 million, or
$1.43 per common share, compared to $58.7 million, or $1.29 per common share,
for the same period in 2012.

Net income available to common stockholders totaled $35.0 million, or $0.84
per common share, compared to $12.4 million, or $0.30 per common share, for
the same period in 2012.

Portfolio Performance

Property operating revenues, excluding deferrals, increased $8.2 million to
$182.2 million, compared to $174.0 million for the same period in 2012. Income
from property operations increased $4.3 million to $108.1 million compared to
$103.8 million for the same period in 2012.

Core property operating revenues increased approximately 3.4 percent and
income from Core property operations increased approximately 2.9 percent
compared to the same period in 2012.

Balance Sheet

Our cash balance as of March31, 2013 was approximately $81.8 million.
Expanded disclosure on our balance sheet and debt statistics are included in
the tables below. Interest coverage was approximately 3.4 times in the
quarter.

Year to date, we have paid off the maturing mortgages on two manufactured home
properties totaling approximately $12.9 million, with a weighted average
interest rate of 6.0 percent per annum.

As of April 22, 2013, we own or have an interest in 383 quality properties in
32 states and British Columbia consisting of 142,682 sites. We are a
self-administered, self-managed real estate investment trust (“REIT”) with
headquarters in Chicago.

A live webcast of our conference call discussing these results will be
available via our website in the Investor Information section at
www.equitylifestyle.com at 10:00 a.m. Central Time on April 23, 2013.

This press release includes certain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. When used,
words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be”
and “will be” and similar words or phrases, or the negative thereof, unless
the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding our
expectations, goals or intentions regarding the future, and the expected
effect of our recent acquisitions. These forward-looking statements are
subject to numerous assumptions, risks and uncertainties, including, but not
limited to:

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

  *our ability to maintain historical rental rates and occupancy with respect
    to properties currently owned or that we may acquire;
  *our ability to retain and attract customers renewing, upgrading and
    entering right-to-use contracts;
  *our assumptions about rental and home sales markets;
  *our assumptions and guidance concerning 2013 estimated net income, FFO and
    Normalized FFO;
  *our ability to manage counterparty risk;
  *in the age-qualified properties, home sales results could be impacted by
    the ability of potential homebuyers to sell their existing residences as
    well as by financial, credit and capital markets volatility;
  *results from home sales and occupancy will continue to be impacted by
    local economic conditions, lack of affordable manufactured home financing
    and competition from alternative housing options including site-built
    single-family housing;
  *impact of government intervention to stabilize site-built single family
    housing and not manufactured housing;
  *effective integration of recent acquisitions and our estimates regarding
    the future performance of recent acquisitions;
  *unanticipated costs or unforeseen liabilities associated with recent
    acquisitions;
  *ability to obtain financing or refinance existing debt on favorable terms
    or at all;
  *the effect of interest rates;
  *the dilutive effects of issuing additional securities;
  *the effect of accounting for the entry of contracts with customers
    representing a right-to-use the Properties under the Codification Topic
    “Revenue Recognition;” and
  *other risks indicated from time to time in our filings with the Securities
    and Exchange Commission.

These forward-looking statements are based on management's present
expectations and beliefs about future events. As with any projection or
forecast, these statements are inherently susceptible to uncertainty and
changes in circumstances. We are under no obligation to, and expressly
disclaim any obligation to, update or alter our forward-looking statements
whether as a result of such changes, new information, subsequent events or
otherwise.

Tables follow:

First Quarter 2013 - Selected Financial Data

(In millions, except per share data, unaudited)             
                                                              
                                                              Quarter Ended
                                                              March 31, 2013
Income from property operations - 2013 Core ^(1)              $    106.8
Income from property operations - 2012 Acquisitions ^(2)      1.3
Property management and general and administrative            (17.1       )
Other income and expenses                                     5.6
Financing costs and other                                     (32.6       )
Normalized FFO ^(3)                                           64.0
Change in fair value of contingent consideration asset ^(4)   1.0         
FFO ^(3) (5)                                                  $    65.0   
                                                              
Normalized FFO per share - fully diluted                      $    1.41
FFO per share - fully diluted                                 $    1.43
                                                              
                                                              
Normalized FFO ^(3)                                           $    64.0
Non-revenue producing improvements to real estate             (4.1        )
Funds available for distribution (FAD) ^(3)                   $    59.9   
                                                              
FAD per share - fully diluted                                 $    1.32
                                                              
Weighted average shares outstanding - fully diluted           45.5
                                                                          

1.  See page 8 for details of the 2013 Core Income from Property Operations.
2.   See page 9 for details of the Income from Property Operations for the
     properties acquired during 2012 (the “2012 Acquisitions”).
     See page 6 for a reconciliation of Net income available for Common Shares
3.   to FFO, Normalized FFO and FAD. See definition of FFO, Normalized FFO and
     FAD on page 21.
     Represents the increase in fair value of the net asset described in the
     following sentences. We own both a fee interest and a ground leasehold
     interest in a 2,200 site property. The ground lease provides a purchase
     option to the lessee and a put option to the lessor. Either option may be
     exercised upon the death of the fee holder. We are the beneficiary of an
     escrow funded by the seller consisting of approximately 114,000 shares of
4.   our common stock. The escrow was established to protect us from future
     scheduled ground lease payment increases as well as scheduled increases
     in the option purchase price over time. The current fair value estimate
     of the escrow is $7.7 million. We will revalue the asset based on the
     market value of our common stock as of each reporting date and will
     recognize in earnings any increase or decrease in fair value of the
     escrow.
     First quarter 2013 FFO adjusted to include a deduction for depreciation
5.   expense on rental homes would have been $63.2 million, or $1.39 per fully
     diluted share.
     
     
     

Consolidated Income Statement

(In thousands, except per share data, unaudited)

                                                    Quarters Ended
                                                     March 31,
                                                     2013         2012
Revenues:
Community base rental income                         $ 105,813     $ 102,954
Rental home income                                   4,165         3,043
Resort base rental income                            40,739        37,579
Right-to-use annual payments                         11,523        11,751
Right-to-use contracts current period, gross         2,831         2,244
Right-to-use contracts, deferred, net of prior       (1,040    )   (607      )
period amortization
Utility and other income                             17,165        16,403
Gross revenues from home sales                       2,839         2,060
Brokered resale revenue and ancillary services       1,796         1,746
revenues, net
Interest income                                      2,277         2,630
Income from other investments, net ^(1)              2,480        1,488     
Total revenues                                       190,588       181,291
                                                                   
Expenses:
Property operating and maintenance                   56,674        54,442
Rental home operating and maintenance                2,187         1,605
Real estate taxes                                    12,917        12,522
Sales and marketing, gross                           2,361         1,643
Sales and marketing, deferred commissions, net       (463      )   (242      )
Property management                                  10,249        9,751
Depreciation on real estate assets and rental        26,783        26,099
homes
Amortization of in-place leases                      159           18,365
Cost of home sales                                   2,960         2,216
Home selling expenses                                527           333
General and administrative                           6,816         6,232
Rent control initiatives and other                   232           479
Interest and related amortization                    30,252       30,956    
Total expenses                                       151,654       164,401
Income before equity in income of unconsolidated     38,934        16,890
joint ventures and gain on sale of property
Equity in income of unconsolidated joint ventures    576           763
Gain on sale of property, net of tax ^(2)            958          —         
Consolidated net income                              40,468        17,653
                                                                   
Income allocated to non-controlling                  (3,133    )   (1,191    )
interest-Common OP Units
Series A Redeemable Perpetual Preferred Stock        —             (4,031    )
Dividends
Series C Redeemable Perpetual Preferred Stock        (2,311    )   —         
Dividends
Net income available for Common Shares               $ 35,024     $ 12,431  
                                                                   
Net income per Common Share - Basic                  $ 0.84        $ 0.30
Net income per Common Share - Fully Diluted          $ 0.84        $ 0.30
                                                                   
Average Common Shares - Basic                        41,513        41,088
Average Common Shares and OP Units - Basic           45,242        45,069
Average Common Shares and OP Units - Fully Diluted   45,530        45,369
                                                                             

     For the quarter ended March 31, 2013, includes approximately $1.0 million
1.  resulting from the increase in the fair value of a net asset. See
     footnote 4 on page 4 for a detailed explanation.
     For the quarter ended March 31, 2013, a $1.0 million gain was recognized
2.   as a result of new tax legislation that was passed that eliminated a
     previously accrued built-in-gain tax liability related to the disposition
     of our Cascade property.
     
     
     

Reconciliation of Net Income to FFO, Normalized FFO and FAD
                                                     
(In thousands, except per share data, unaudited)
                                                       
                                                       Quarters Ended
                                                       March 31,
                                                       2013        2012
Net income available for Common Shares                 $ 35,024     $ 12,431
Income allocated to common OP Units                    3,133        1,191
Right-to-use contract upfront payments, deferred,      1,040        607
net ^(1)
Right-to-use contract commissions, deferred, net       (463     )   (242     )
^(2)
Depreciation on real estate assets                     25,038       24,698
Depreciation on rental homes                           1,745        1,401
Amortization of in-place leases                        159          18,365
Depreciation on unconsolidated joint ventures          273          295
Gain on sale of property, net of tax                   (958     )   —        
FFO ^(3) (4)                                           $ 64,991     $ 58,746
Change in fair value of contingent consideration       (1,018   )   —        
asset ^(5)
Normalized FFO ^(3)                                    63,973       58,746
Non-revenue producing improvements to real estate      (4,080   )   (4,818   )
FAD ^(3)                                               $ 59,893    $ 53,928 
                                                                    
FFO per Common Share - Basic                           $ 1.44       $ 1.30
FFO per Common Share - Fully Diluted                   $ 1.43       $ 1.29
                                                                    
Normalized FFO per Common Share - Basic                $ 1.41       $ 1.30
Normalized FFO per Common Share - Fully Diluted        $ 1.41       $ 1.29
                                                                    
FAD per Common Share - Basic                           $ 1.32       $ 1.20
FAD per Common Share - Fully Diluted                   $ 1.32       $ 1.19
                                                                             

     We are required by GAAP to defer, over the estimated customer life,
     recognition of non-refundable upfront payments from the entry of
     right-to-use contracts and upgrade sales. The customer life is currently
1.  estimated to range from one to 31 years and is based upon our experience
     operating the membership platform since 2008 as well as historical
     attrition rates provided to us by Privileged Access. The amount shown
     represents the deferral of a substantial portion of current period
     upgrade sales, offset by amortization of prior period sales.
     We are required by GAAP to defer recognition of commissions paid related
     to the entry of right-to-use contracts. The deferred commissions will be
     amortized using the same method as used for the related non-refundable
2.   upfront payments from the entry of right-to-use contracts and upgrade
     sales. The amount shown represents the deferral of a substantial portion
     of current period commissions on those contracts, offset by the
     amortization of prior period commissions.
3.   See definition of FFO, Normalized FFO and FAD on page 21.
     FFO adjusted to include a deduction for depreciation expense on rental
4.   homes for the quarters ended March 31, 2012 and 2013 would have been
     $63.2 million, or $1.39 per fully diluted share, and $57.3 million, or
     $1.26 per fully diluted share, respectively.
5.   See footnote 4 on page 4 for a detailed explanation.
     
     
     

Consolidated Income from Property Operations ^(1)
                                                       
(In millions, except home site and occupancy figures, unaudited)
                                                         
                                                         Quarters Ended
                                                         March 31,
                                                         2013       2012
Community base rental income ^ (2)                       $ 105.8     $ 103.0
Rental home income                                       4.2         3.0
Resort base rental income ^ (3)                          40.7        37.6
Right-to-use annual payments                             11.5        11.8
Right-to-use contracts current period, gross             2.8         2.2
Utility and other income                                 17.2       16.4    
Property operating revenues                              182.2       174.0
                                                                     
Property operating, maintenance, and real estate taxes   69.5        67.0
Rental home operating and maintenance                    2.2         1.6
Sales and marketing, gross                               2.4        1.6     
Property operating expenses                              74.1       70.2    
Income from property operations                          $ 108.1    $ 103.8 
                                                                     
Manufactured home site figures and occupancy averages:
Total sites                                              74,113      74,078
Occupied sites                                           66,509      66,022
Occupancy %                                              89.7    %   89.1    %
Monthly base rent per site                               $ 530       $ 520
                                                                     
Core total sites                                         73,985      73,950
Core occupied sites                                      66,509      66,015
Core occupancy %                                         89.9    %   89.3    %
Core monthly base rent per site                          $ 530       $ 520
                                                                     
Resort base rental income:
Annual                                                   $ 23.0      $ 21.3
Seasonal                                                 11.8        11.6
Transient                                                5.9        4.7     
Total resort base rental income                          $ 40.7     $ 37.6  
                                                                             

     See page 5 for a complete Income Statement. The line items that we
     include in property operating revenues and property operating expenses
1.  are also individually included in our Consolidated Income Statement.
     Income from property operations excludes property management expenses and
     the GAAP deferral of right-to-use contract upfront payments and related
     commissions, net.
2.   See the manufactured home site figures and occupancy averages table below
     within this table.
3.   See resort base rental income table included below within this table.
     
     
     

2013 Core Income from Property Operations ^(1)
                                                                
(In millions, except home site and occupancy figures, unaudited)
                                                                   
                                           Quarters Ended
                                           March 31,               %
                                           2013       2012        Change ^(2)
Community base rental income ^(3)          $ 105.8     $ 102.9     2.8    %
Rental home income                         4.2         3.0         36.8   %
Resort base rental income ^(4)             38.5        37.6        2.5    %
Right-to-use annual payments               11.5        11.8        (1.9   )%
Right-to-use contracts current period,     2.8         2.2         26.2   %
gross
Utility and other income                   17.0       16.4       3.5    %
Property operating revenues                179.8       173.9       3.4% ^(5)
                                                                   
Property operating, maintenance, and       68.4        66.9        2.2    %
real estate taxes
Rental home operating and maintenance      2.2         1.6         35.5   %
Sales and marketing, gross                 2.4        1.6        43.7   %
Property operating expenses                73.0       70.1       4.0% ^(5)
Income from property operations            $ 106.8    $ 103.8    2.9% ^(5)
Occupied sites ^(6)                        66,622      66,104
                                                                   
Core manufactured home site figures and occupancy averages:
Total sites                                73,985      73,950
Occupied sites                             66,509      66,015
Occupancy %                                89.9    %   89.3    %
Monthly base rent per site                 $ 530       $ 520
                                                                   
Resort base rental income:
Annual                                     $ 22.0      $ 21.3      3.4    %
Seasonal                                   11.3        11.6        (2.6   )%
Transient                                  5.2        4.7        10.5   %
Total resort base rental income            $ 38.5     $ 37.6     2.5    %
                                                                          

     2013 Core properties include properties we owned and operated during all
1.  of 2012 and 2013. Income from property operations excludes property
     management expenses and the GAAP deferral of right-to-use contract
     upfront payments and related commissions, net.
2.   Calculations prepared using unrounded numbers.
3.   See the Core manufactured home site figures and occupancy averages
     included below within this table.
4.   See resort base rental income table included below within this table.
     Growth rate excluding right-to-use contract sales and sales and marketing
5.   expenses is 3.1%, 3.0%, and 3.1% for property operating revenues,
     property operating expenses, and income from property operations,
     respectively, for the quarter ended March 31, 2013.
6.   Occupied sites as of the end of the period shown. Occupied sites have
     increased by 141 from 66,481 at December 31, 2012.
     
     
     

2012 Acquisitions - Income from Property Operations ^(1)
                                         
(In millions, unaudited)
                                           
                                           Quarter Ended
                                           March 31,
                                           2013
Resort base rental income                  $     2.2
Utility income and other property income   0.2
Property operating revenues                2.4
                                           
Property operating expenses                1.1
Income from property operations            $     1.3
                                                 

1.  Represents actual performance of two properties we acquired during 2012.
     Excludes property management expenses.
     
     
     

Income from Rental Home Operations

(In millions, except occupied rentals, unaudited)
                                                   
                                                     Quarters Ended
                                                     March 31,
                                                     2013      2012
Manufactured homes:
New home                                             $ 5.5      $ 4.0
Used home                                            9.3       7.2   
Rental operations revenues ^(1)                      14.8       11.2
Rental operations expense                            (2.2   )   (1.6  )
Income from rental operations, before depreciation   12.6       9.6
Depreciation on rental homes                         (1.7   )   (1.4  )
Income from rental operations, after depreciation    $ 10.9    $ 8.2 
                                                                
Occupied rentals: ^ (2)
New                                                  2,000      1,473
Used                                                 4,141      3,278
                                                                      

                          As of
                           March 31, 2013            March 31, 2012
Cost basis in rental       Gross      Net of         Gross      Net of
homes: ^(3)                            Depreciation               Depreciation
New                        $ 112.3     $  101.8       $ 87.9      $    80.6
Used                       77.4       69.4          63.2       58.4
Total rental homes         $ 189.7    $  171.2      $ 151.1    $    139.0
                                                                       
                                                                       
                                                                       

     For the quarters ended March 31, 2013 and 2012, approximately $10.6
     million and $8.2 million, respectively, are included in the Community
1.  base rental income line in the Consolidated Income from Property
     Operations table on page 7. The remainder of the rental operations
     revenue is included in the Rental home income line in the Consolidated
     Income from Property Operations table on page 7.
2.   Occupied rentals as of the end of the period shown.
3.   Includes both occupied and unoccupied rental homes.
     
     
     

Total Sites and Home Sales
                                                   
(In thousands, except sites and home sale volumes, unaudited)
                                                      
Summary of Total Sites as of March 31, 2013
                                                     Sites
Community sites                                       74,100
Resort sites:
Annuals                                               22,800
Seasonal                                              9,000
Transient                                             9,600
Membership ^ (1)                                      24,100
Joint Ventures ^(2)                                   3,100
Total                                                 142,700
                                                      
Home Sales - Select Data
                                       Quarters Ended
                                       March 31,
                                       2013           2012
New Home Sales Volume                  10             13
New Home Sales Gross Revenues          $  481         $ 704
                                                      
Used Home Sales Volume                 366            314
Used Home Sales Gross Revenues         $  2,358       $ 1,356
                                                      
Brokered Home Resales Volume           221            263
Brokered Home Resale Revenues, net     $  318         $ 329
                                                        
                                                        
                                                        

1.  Sites primarily utilized by approximately 95,000 members. Includes
     approximately 4,400 sites rented on an annual basis.
     Joint venture income is included in the Equity in income from
2.   unconsolidated joint ventures line in the Consolidated Income Statement
     on page 5.
     
     
     

2013 Guidance - Selected Financial Data ^(1)

Our guidance acknowledges the existence of volatile economic conditions, which
may impact our current guidance assumptions. Factors impacting 2013 guidance
include, but are not limited to the following: (i) the mix of site usage
within the portfolio; (ii) yield management on our short-term resort sites;
(iii) scheduled or implemented rate increases on community and resort sites;
(iv) scheduled or implemented rate increases in annual payments under
right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and
attract customers renewing or entering right-to-use contracts; (vii)
performance of the chattel loans purchased by us in connection with a prior
acquisition; (viii) our ability to integrate and operate recent acquisitions
in accordance with our estimates; and (ix) ongoing legal matters and related
fees.

(In millions, except per share data, unaudited)


                                                           
                                                             Year Ended
                                                             December 31, 2013
Income from property operations - 2013 Core ^(2)             $     406.2
Income from property operations - 2012 Acquisitions ^(3)     2.5
Property management and general and administrative           (66.9         )
Other income and expenses ^(4)                               17.4
Financing costs and other                                    (129.7        )
Normalized FFO ^(5)                                          229.5
Change in fair value of contingent consideration asset       1.0           
^(6)
FFO ^(5)                                                     230.5
Depreciation on real estate and other                        (101.5        )
Depreciation on rental homes                                 (7.3          )
Deferral of right-to-use contract sales revenue and          (2.7          )
commission, net
Income allocated to OP units                                 (9.9          )
Gain on sale of property                                     1.0           
Net income available to common shares                        $     110.1   
                                                             
Normalized FFO per share - fully diluted                     $4.94 - $5.14
FFO per share - fully diluted                                $4.96 - $5.16
Net income per common share - fully diluted ^(7)             $2.54 - $2.74
                                                             
Weighted average shares outstanding - fully diluted          45.5
                                                                           
                                                                           
                                                                           

     Each line item represents the mid-point of a range of possible outcomes
     and reflects management’s estimate of the most likely outcome. Actual
1.  Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net Income
     and Net Income per share could vary materially from amounts presented
     above if any of our assumptions is incorrect.
     See page 14 for 2013 Core Guidance Assumptions. Amount represents 2012
2.   income from property operations from the 2013 Core Properties of $395.4
     million multiplied by an estimated growth rate of 2.7%.
3.   See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
4.   See page 16 for 2011 Acquired Chattel Loan Assumptions.
5.   See page 21 for definitions of Normalized FFO and FFO.
6.   See footnote 4 on page 4 for a detailed explanation.
7.   Net income per fully diluted common share is calculated before Income
     allocated to OP Units.
     
     
     

Second Quarter 2013 Guidance - Selected Financial Data ^(1)

Our guidance acknowledges the existence of volatile economic conditions, which
may impact our current guidance assumptions. Factors impacting 2013 guidance
include, but are not limited to the following: (i) the mix of site usage
within the portfolio; (ii) yield management on our short-term resort sites;
(iii) scheduled or implemented rate increases on community and resort sites;
(iv) scheduled or implemented rate increases in annual payments under
right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and
attract customers renewing or entering right-to-use contracts; (vii)
performance of the chattel loans purchased by us in connection with a prior
acquisition; (viii) our ability to integrate and operate recent acquisitions
in accordance with our estimates; and (ix) ongoing legal matters and related
fees.

(In millions, except per share data, unaudited)


                                                                Quarter Ended
                                                                 June 30, 2013
Income from property operations - 2013 Core ^ (2)                $   96.9
Income from property operations - 2012 Acquisitions ^ (3)        0.4
Property management and general and administrative               (17.0      )
Other income and expenses                                        4.1
Financing costs and other                                        (32.7      )
Normalized FFO ^(4)                                              51.7
Change in fair value of contingent consideration asset ^(5)      —          
FFO ^(4)                                                         51.7
Depreciation on real estate and other                            (25.4      )
Depreciation on rental homes                                     (1.8       )
Deferral of right-to-use contract sales revenue and              (0.7       )
commission, net
Income allocated to OP units                                     (2.0       )
Net income available to common shares                            $   21.8   
                                                                 
Normalized FFO per share - fully diluted                         $1.09 - $1.19
FFO per share - fully diluted                                    $1.09 - $1.19
Net income per common share - fully diluted ^(6)                 $0.47 - $0.57
                                                                 
                                                                 
Weighted average shares outstanding - fully diluted              45.5
                                                                            

     Each line item represents the mid-point of a range of possible outcomes
     and reflects management’s best estimate of the most likely outcome.
1.  Actual Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net
     Income and Net Income per share could vary materially from amounts
     presented above if any of our assumptions is incorrect.
     See page 14 for Core Guidance Assumptions. Amount represents Core Income
2.   from property operations for the 2013 Core Properties in 2012 for the
     quarter ended June 30, 2012 of $95.3 million multiplied by an estimated
     growth rate of 1.7%.
3.   See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
4.   See page 21 for definitions of Normalized FFO and FFO.
5.   See footnote 4 on page 4 for a detailed explanation.
6.   Net income per fully diluted common share is calculated before Income
     allocated to OP Units.
     
     
     

2013 Core ^(1)
Guidance Assumptions - Income from Property Operations
                                                             
(In millions, unaudited)
                                                                         
                       Year Ended     2013        Quarter Ended   Second
                                                                  Quarter 2013
                       December 31,   Growth      June 30,        Growth
                       2012           Factors    2012            Factors ^(2)
                                      ^(2)
Community base         $   414.2      2.8   %     $   103.2       3.0    %
rental income
Rental home income     14.1           30.3  %     3.4             32.5   %
Resort base rental     134.3          2.9   %     30.4            2.5    %
income ^ (3)
Right-to-use annual    47.7           (0.4  )%    12.2            (2.2   )%
payments
Right-to-use
contracts current      13.4           3.6   %     2.9             25.4   %
period, gross
Utility and other      64.3          0.4   %     17.6           (7.9   )%
income
Property operating     688.0          3.0   %     169.7           2.4    %
revenues                                                                 ^(4)
                                                                         
Property operating,
maintenance, and       (274.4     )   2.5   %     (70.3      )    1.8    %
real estate taxes
Rental home
operating and          (7.4       )   19.5  %     (1.5       )    37.7   %
maintenance
Sales and marketing,   (10.8      )   11.5  %     (2.6       )    21.2   %
gross
Property operating     (292.6     )   3.3   %     (74.4      )    3.2    %
expenses                                                                 ^(4)
Income from property   $   395.4     2.7   %     $   95.3       1.7    %
operations                                                               ^(4)
                                                                         
Resort base rental
income:
Annual                 $   87.2       3.8   %     $   21.5        4.2    %
Seasonal               21.1           (1.3  )%    2.7             —      %
Transient              26.0          3.1   %     6.2            (2.2   )%
Total resort base      $   134.3     2.9   %     $   30.4       2.5    %
rental income
                                                                         

     2013 Core properties include properties we expect to own and operate
1.  during all of 2012 and 2013. Excludes property management expenses and
     the GAAP deferral of right to use contract upfront payments and related
     commissions, net.
     Management’s estimate of the growth of property operations in the 2013
     Core Properties compared to actual 2012 performance. Represents our
2.   estimate of the mid-point of a range of possible outcomes. Calculations
     prepared using unrounded numbers. Actual growth could vary materially
     from amounts presented above if any of our assumptions is incorrect.
3.   See Resort base rental income table included below within this table.
     Growth rate excluding right-to-use contract sales and sales and marketing
4.   expenses is 3.0%, 3.0%, and 2.9% for property operating revenues,
     property operating expenses, and income from property operations,
     respectively, for the year ended December 31, 2012.
     
     
     

2013 Assumptions Regarding 2012 Acquisitions ^(1)
                                                              
(In millions, unaudited)
                                                                 
                                            Year Ended          Quarter Ended
                                             December 31, 2013   June 30, 2013
Resort base rental income                    $     5.9           $   1.2
Utility income and other property income     0.5                0.1       
Property operating revenues                  6.4                 1.3
                                                                 
Property operating, maintenance, and real    (3.9         )      (0.9      )
estate taxes
Property operating expenses                  (3.9         )      (0.9      )
Income from property operations              $     2.5          $   0.4   
                                                                           

     Each line item represents our estimate of the mid-point of a possible
     range of outcomes and reflects management's best estimate of the most
1.  likely outcome for the Acquisition Properties. Actual income from
     property operations for the Acquisition Properties could vary materially
     from amounts presented above if any of our assumptions is incorrect.
     
     
     

2011 Acquired Chattel Loan Assumptions

For the year ending December 31, 2013, other income and expenses guidance
includes estimated interest income of approximately $4.6 million from notes
receivable acquired from the seller and secured by manufactured homes in
connection with the purchase of 75 acquisition properties during 2011. As of
March31, 2013, our carrying value of the notes receivable was approximately
$23.8 million. Our initial carrying value was based on a third party valuation
utilizing 2011 market transactions and is adjusted based on actual performance
in the loan pool. Factors used in determining the initial carrying value
included delinquency status, market interest rates and recovery assumptions.
The following tables provide a summary of the notes receivable and certain
assumptions about future performance, including interest income guidance for
2013. An increase in the estimate of expected cash flows would generally
result in additional interest income to be recognized over the remaining life
of the underlying pool of loans. A decrease in the estimate of expected cash
flows could result in an impairment loss to the carrying value of the loans.
There can be no assurance that the notes receivable will perform in accordance
with these assumptions.

(In millions, unaudited)


                                                              
                                                                 2013
Contractual cash flows to maturity beginning                     $   134.1
January 1,
Expected cash flows to maturity beginning                        50.4
January 1,
Expected interest income to maturity                             26.8
beginning January 1,
                                                                 
                                                Actual through   2013 Guidance
                                                March 31, 2013   Assumptions
Default rate                                    13         %     24         %
Recoveries as percentage of defaults            25         %     25         %
Yield                                           21         %     21         %
                                                                 
Average carrying amount of loans                $   24.5         $   22.0
Contractual principal pay downs                 1.2              3.6
Contractual interest income                     1.3              5.4
Expected cash flows applied to principal        1.2              2.2
Expected cash flows applied to interest         1.3              4.6
income
                                                                            
                                                                            
                                                                            

Balance Sheet
                                                              
(In thousands, except share and per share data)

                                                 March 31,       December 31,
                                                 2013            2012
                                                 (unaudited)
Assets
Investment in real estate:
Land                                             $ 1,019,581     $ 1,019,581
Land improvements                                2,626,613       2,624,218
Buildings and other depreciable property         540,485        527,718     
                                                 4,186,679       4,171,517
Accumulated depreciation                         (990,671    )   (963,657    )
Net investment in real estate                    3,196,008       3,207,860
Cash                                             81,821          37,140
Notes receivable, net                            50,263          53,172
Investment in joint ventures                     8,454           8,420
Rent and other customer receivables, net         1,008           1,206
Deferred financing costs, net                    19,386          20,696
Retail inventory                                 1,632           1,569
Deferred commission expense                      23,305          22,842
Escrow deposits, goodwill, and other assets,     44,689         45,321      
net
Total Assets                                     $ 3,426,566    $ 3,398,226 
Liabilities and Equity
Liabilities:
Mortgage notes payable                           $ 2,051,435     $ 2,069,866
Term loan                                        200,000         200,000
Unsecured lines of credit                        —               —
Accrued payroll and other operating expenses     63,811          63,736
Deferred revenue – upfront payments from         64,019          62,979
right-to-use contracts
Deferred revenue – right-to-use annual           16,010          11,088
payments
Accrued interest payable                         10,520          10,548
Rents and other customer payments received in    56,633          55,707
advance and security deposits
Distributions payable                            22,664         —           
Total Liabilities                                2,485,092       2,473,924
Equity:
Stockholders’ Equity:
Preferred stock, $0.01 par value 9,945,539
shares authorized as of March 31, 2013 and       —               —
December 31, 2012; none issued and outstanding
as of March 31, 2013 and December 31, 2012
6.75% Series C Cumulative Redeemable Perpetual
Preferred Stock, $0.01 par value, 54,461
shares authorized and 54,458 issued and          136,144         136,144
outstanding as of March 31, 2013 and December
31, 2012 at liquidation value
Common stock, $0.01 par value 100,000,000
shares authorized; 41,674,652 and 41,596,655     416             416
shares issued and outstanding as of March 31,
2013 and December 31, 2012, respectively
Paid-in capital                                  1,014,204       1,012,930
Distributions in excess of accumulated           (273,465    )   (287,652    )
earnings
Accumulated other comprehensive loss             (2,148      )   (2,590      )
Total Stockholders’ Equity                       875,151         859,248
Non-controlling interests – Common OP Units      66,323         65,054      
Total Equity                                     941,474        924,302     
Total Liabilities and Equity                     $ 3,426,566    $ 3,398,226 
                                                                             
                                                                             
                                                                             

Right-To-Use Memberships - Select Data
                     
(In thousands, except member count, number of Zone Park Passes, number of
annuals and number of upgrades, unaudited)
                       
                       Year Ended December 31,
                       2009       2010       2011       2012       2013
                                                                       ^(1)
Member Count ^(2)      105,850     102,726     99,567      96,687      95,000
Right-to-use annual    $ 50,765    $ 49,831    $ 49,122    $ 47,662    $ 47,500
payments ^(3)
Number of Zone Park    —           4,487       7,404       10,198      15,000
Passes (ZPPs) ^(4)
Number of annuals      2,484       3,062       3,555       4,280       4,800
^(5)
Resort base rental     $ 5,950     $ 6,712     $ 8,069     $ 9,585     $ 11,100
income from annuals
Number of upgrades     3,379       3,659       3,930       3,069       3,150
^(6)
Upgrade contract       $ 15,372    $ 17,430    $ 17,663    $ 13,431    $ 13,900
initiations ^(7)
Resort base rental
income from            $ 10,121    $ 10,967    $ 10,852    $ 11,042    $ 11,800
seasonals/transients
Utility and other      $ 1,883     $ 2,059     $ 2,444     $ 2,407     $ 2,300
income
                                                                         

     Guidance estimate. Each line item represents our estimate of the
1.  mid-point of a possible range of outcomes and reflects management’s best
     estimate of the most likely outcome. Actual figures could vary materially
     from amounts presented above if any of our assumptions is incorrect.
2.   Members have entered into right-to-use contracts with us that entitle
     them to use certain properties on a continuous basis for up to 21 days.
     The year ended December 31, 2012 and the year ending December 31, 2013,
     include $0.1 million and $1.6 million, respectively, of revenue
     recognized related to our right-to-use annual memberships activated
3.   through our dealer program. No cash is received from the members during
     the first year of membership for memberships activated through the dealer
     program. Revenue earned is offset by non-cash membership sales and
     marketing expenses related to advertising provided by RV dealers.
4.   ZPPs allow access to up to five zones of the United States and require
     annual payments.
5.   Members who rent a specific site for an entire year in connection with
     their right to use contract.
     Existing customers that have upgraded agreements are eligible for longer
6.   stays, can make earlier reservations, may receive discounts on rental
     units, and may have access to additional Properties. Upgrades require a
     non-refundable upfront payment.
     Revenues associated with contract upgrades, included in the line item
7.   Right-to-use contracts current period, gross, on our Consolidated Income
     Statement on page 5.

Debt Maturity Schedule & Summary


Secured Debt Maturity Schedule

(In thousands, unaudited)
             
Year             Amount
2013             $   65,718
2014             132,074
2015             589,564
2016             227,399
2017             90,950
2018             204,202
2019             213,832
2020             137,425
2021+            367,168
Total ^(1)       $   2,028,332
                     
                     

Debt Summary as of March 31, 2013

(In millions, except weighted average interest and average years to maturity, unaudited)
                                                                          
             Total                           Secured                         Unsecured
                       Weighted   Average              Weighted   Average              Weighted   Average
             Balance  Average   Years to   Balance  Average   Years to   Balance  Average   Years to
                       Interest   Maturity             Interest   Maturity             Interest   Maturity
                       ^(2)                            ^(2)                            ^(2)
Consolidated $2,251   5.3%      4.7        $2,051   5.5%      4.8        $200     3.1%      4.3
Debt
                                                                                                  

     Represents our mortgage notes payable excluding $23.1 million net note
     premiums and our $200 million term loan as of March 31, 2013. As of March
     31, 2013, we had an unsecured line of credit with a borrowing capacity of
1.  $380.0 million which accrued interest at a rate of LIBOR plus 1.40% to
     2.00% per annum and contained a 0.25% to 0.40% facility fee. The
     unsecured line of credit matures on September 15, 2016 and has a one-year
     extension option.
2.   Includes loan costs amortization.
     
     
     

Market Capitalization
                                                                          
(In millions, except share data, unaudited)
                                                                                
Capital Structure as of March
31, 2013
                Total         % of     Total        % of Total   % of
                                Total                                 Total
Secured debt                              $  2,051      91.1    %
Unsecured debt                            200         8.9     %
Total debt                                $  2,251      100.0   %     38.3  %
                                                                                
Common Shares    41,674,652     91.8  %
OP Units         3,728,160    8.2   %
Total Common
Shares and OP    45,402,812     100.0 %
Units
Common Share     $   76.80
price
Fair value of                             $  3,487      96.2    %
Common Shares
Perpetual
Preferred                                 136         3.8     %
Equity
Total Equity                              $  3,623      100.0   %     61.7  %
                                                                                
Total market                              $  5,874                    100.0 %
capitalization
                                                                                
                                                                                
Perpetual Preferred Equity as of March 31, 2013
                                                                      Annual Dividend
Series          Callable              Outstanding  Liquidation  Per      Value
                 Date                     Shares        Value         Share
6.75% Series C   9/7/2017                 54,458        $136          $1.6875   $9
                                                                                

                         Non-GAAP Financial Measures

Funds from Operations (“FFO”) - is a non-GAAP financial measure. We believe
FFO, as defined by the Board of Governors of the National Association of Real
Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of
performance for an equity REIT. While FFO is a relevant and widely used
measure of operating performance for equity REITs, it does not represent cash
flow from operations or net income as defined by GAAP, and it should not be
considered as an alternative to these indicators in evaluating liquidity or
operating performance.

We define FFO as net income, computed in accordance with GAAP, excluding gains
or actual or estimated losses from sales of properties, plus real estate
related depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures are calculated to reflect FFO on the same
basis. We receive up-front non-refundable payments from the entry of
right-to-use contracts. In accordance with GAAP, the upfront non-refundable
payments and related commissions are deferred and amortized over the estimated
customer life. Although the NAREIT definition of FFO does not address the
treatment of nonrefundable right-to-use payments, we believe that it is
appropriate to adjust for the impact of the deferral activity in our
calculation of FFO. We believe that FFO is helpful to investors as one of
several measures of the performance of an equity REIT. We further believe that
by excluding the effect of depreciation, amortization and gains or actual or
estimated losses from sales of real estate, all of which are based on
historical costs and which may be of limited relevance in evaluating current
performance, FFO can facilitate comparisons of operating performance between
periods and among other equity REITs. We believe that the adjustment to FFO
for the net revenue deferral of upfront non-refundable payments and expense
deferral of right-to-use contract commissions also facilitates the comparison
to other equity REITs.

Normalized Funds from Operations (“Normalized FFO”) is a non-GAAP measure. We
define Normalized FFO as FFO excluding the following non-operating income and
expense items: a) the financial impact of contingent consideration; b) gains
and losses from early debt extinguishment, including prepayment penalties; c)
property acquisition and other transaction costs related to mergers and
acquisitions; and d) other miscellaneous non-comparable items.

Funds available for distribution (“FAD”) is a non-GAAP financial measure. We
define FAD as Normalized FFO less non-revenue producing capital expenditures.

Investors should review FFO, Normalized FFO and FAD, along with GAAP net
income and cash flow from operating activities, investing activities and
financing activities, when evaluating an equity REIT's operating performance.
We compute FFO in accordance with our interpretation of standards established
by NAREIT, which may not be comparable to FFO reported by other REITs that do
not define the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than we do. Normalized FFO
presented herein is not necessarily comparable to normalized FFO presented by
other real estate companies due to the fact that not all real estate companies
use the same methodology for computing this amount. FFO, Normalized FFO and
FAD do not represent cash generated from operating activities in accordance
with GAAP, nor do they represent cash available to pay distributions and
should not be considered as an alternative to net income, determined in
accordance with GAAP, as an indication of our financial performance, or to
cash flow from operating activities, determined in accordance with GAAP, as a
measure of our liquidity, nor is it indicative of funds available to fund our
cash needs, including our ability to make cash distributions.

Contact:

Equity LifeStyle Properties, Inc.
Paul Seavey, (312) 279-1488
 
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