EQUITY LIFESTYLE PROPERTIES INC - Annual Report: 2019 (Form 10-K)

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•	Consistently providing high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership;

•	Efficiently managing the Properties to add value, grow occupancy, maintain competitive market rents and control expenses;

•	Achieving growth and increasing property values through strategic expansion and, where appropriate, renovation of the Properties;

•	Utilizing technology to evaluate potential acquisitions, identify and track competing properties and monitor existing and prospective customer satisfaction;

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•	Selectively acquiring properties that offer opportunities for us to add value and enhance or create property concentrations in and around retirement or vacation destinations and urban areas to capitalize on operating synergies and incremental efficiencies;

•	Selecting joint venture partners that share business objectives, growth initiatives, and risk profiles similar to ours;

•	Managing our debt balance in order to maintain financial flexibility, minimize exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital; and

•	Developing and maintaining relationships with various capital providers.

•	Current and projected cash flows of the property;

•	Geographic area and the type of property;

•	Replacement cost of the property, including land values, entitlements and zoning;

•	Location, construction quality, condition and design of the property;

•	Potential for capital appreciation of the property;

•	Terms of tenant leases or usage rights;

•	Opportunity to enhance the customer experience and add value through management expertise;

•	Potential for economies of scale through property concentrations;

•	Potential for economic growth and the tax and regulatory environment of the community in which the property is located;

•	Potential for expansion, including increasing the number of Sites;

•	Occupancy and demand by customers for properties of a similar type in the vicinity;

•	Prospects for liquidity through sale, financing or refinancing of the property;

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•	Competition from existing properties and the potential for the construction of new properties in the area; and

•	Working capital demands.

•	Whether the Property meets our current investment criteria;

•	Our desire to exit certain non-core markets and reallocate the capital into core markets; and

•	Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.

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Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. While we have seen a moderate increase in ground-up development, primarily of RV properties, the most significant barrier continues to be the difficulty of securing zoning permits from local authorities. This has been the result of (i) the public perception of manufactured housing, and (ii) the fact that MH and RV communities generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Further, the length of time between investment in a property's development and the attainment of stabilized occupancy and the generation of profit is significant. The initial development of the infrastructure may take up to three years and once a property is ready for occupancy, it may be difficult to attract customers to an empty property.

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Customer Base: We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us, and (iv) moving a factory-built home from one property to another involves substantial cost and effort.

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Lifestyle Choice: There are currently over 1 million RV camp sites in privately owned RV parks and campgrounds in the United States per the National Association of RV Parks and Campgrounds ("ARVC"). According to the Recreational Vehicle Industry Association ("RVIA") in 2019, RV ownership has reached record levels. More than nine million households now own an RV, a 16% increase since 2011 and a 64% increase since 1980. The 73 million people born in the United States from 1946 to 1964, or "baby boomers," make up one of the largest and fastest growing segments in this market. According to the U.S. Census Bureau in 2019, every day 10,000 Americans turn 65 years old, and all baby boomers will be at least age 65 by 2030. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek permanent retirement or vacation establishments. Manufactured homes and cottages have become an increasingly popular housing alternative. According to 2018 U.S. Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 18% within the next 15 years.

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Construction Quality: The Department of Housing and Urban Development's ("HUD") standards for manufactured housing construction quality are the only federal standards governing housing quality of any type in the United States. Manufactured homes produced since 1976 have received a "red and silver" government seal certifying that they were built in compliance with the federal code. The code regulates manufactured home design and construction, strength and durability, fire resistance and energy efficiency, and the installation and performance of heating, plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade lumber and dry wall materials are common. Also, manufacturers are required to follow the same fire codes as builders of site-built structures. In 1994, following the devastation left by Hurricane Andrew, HUD introduced regulations that established different wind zones across the country. As a result, any homes set in place since 1994 must be able to withstand wind speeds of 70 miles per hour in Zone 1, 100 miles per hour in Zone 2 and 110 miles per hour in Zone 3. While most of the United States is designated wind Zone 1, areas most likely to be impacted by hurricanes are either Zone 2 or Zone 3.

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Comparability to Site-Built Homes: Since inception, the manufactured housing industry has experienced a trend toward multi-section homes. The average current manufactured homes are approximately 1,438 square feet. Many such homes have nine-foot or vaulted ceilings, fireplaces and as many as four bedrooms, and closely resemble single-family ranch-style site-built homes at a fraction of the price. At our Properties, there is an active resale or rental market for these larger homes. According to the 2018 U.S. Census American Community Survey, manufactured homes represent 8.5% of single-family housing units.

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Second Home and Vacation Home Demographics: According to 2014 National Association of Realtors ("NAR") reports, there were approximately 8.0 million vacation homes in 2013 and a typical vacation homebuyer was 43 years old. In the 2017 NAR reports, sales of second homes in 2016 accounted for 31% of residential transactions, or 1.9 million second-home sales. Additionally, 18% of vacation homebuyers plan to own their home for future retirement. According to 2018 NAR reports, of vacation homebuyers in 2018, 33% purchased in beach areas, 21% purchased on a lake front and 15% purchased in rural areas. Looking ahead, we expect continued strong demand from baby boomers and Generation X. We believe these individuals will continue to drive the market for second-home sales as vacation properties, investment opportunities, or retirement retreats. We believe it is likely that over the next decade we will continue to see high levels

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Shipments: According to statistics compiled by the U.S. Census Bureau, manufactured home shipments to dealers increased each year from 2010 to 2018, before declining slightly in 2019. Shipments in 2019 decreased 2.1% to 94,600 units as compared to shipments of 96,600 units in 2018. According to the RVIA, wholesale shipments of RVs decreased 16.0% in 2019 to approximately 406,100 units as compared to 2018. Although RV shipments have been trending downwards, the RV market remains healthy and robust as 2019 was the fourth highest annual shipment year in the industry.

1.	Source: RVIA

2.	U.S. Census: Manufactured Homes Survey

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Sales: Retail sales of RVs totaled approximately 411,813 in 2019, a 6.6% decrease from 2018 RV sales of 440,994 and a 2.3% decrease from 2017 RV sales of 421,436. We believe consumers are concerned about the current economy and the potential for stagnant economic conditions in the near future. However, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales, as 2019 is the third highest sales year for the industry. RV sales could continue to benefit from the increased demand from the baby boomers and Millennials. Financing options are also available as RV dealers typically have relationships with third-party lenders, who provide financing for the purchase of a RV.

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Availability of financing: Although RV financing is readily available, the economic and legislative environment has generally made it difficult for buyers of both manufactured homes and RVs to obtain financing. Legislation enacted in 2008 and effective in 2010, known as the SAFE Act (Secure and Fair Enforcement for Mortgage Licensing Act) requires community owners interested in providing financing to buyers of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In comparison to financing available to buyers of site-built homes, the few third-party financing sources available to buyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities, and loan approval is subject to more stringent underwriting criteria. In 2013, we entered into a joint venture, ECHO Financing, LLC, to buy and sell homes and purchase loans made by an unaffiliated lender to residents at our Properties. See Item 1A. Risk Factors and consolidated financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.

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•	changes in the national, regional and/or local economies;

•	the attractiveness of our Properties to customers, competition from other MH and RV communities and lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single-family homes);

•	the ability of MH and RV manufacturers to adapt to changes in the economy and the availability of units from these manufacturers;

•	the ability of our potential customers to sell or lease their existing residences in order to purchase homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers;

•	the ability of our potential customers to obtain financing on the purchase of homes, cottages or RVs;

•	our ability to attract new customers and retain them for our membership subscriptions and upgrade sales business;

•	our ability to collect payments from customers and pay or control operating costs, including real estate taxes;

•	the ability of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties;

•	our ability to diversify and sell our Properties timely due to the illiquid nature of real estate investments;

•	unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are our peak business periods;

•	changes in climate and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks;

•	fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties;

•	changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, regulatory compliance, manufacturing, development and investment; and

•	fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy.

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•	integration may prove costly or time-consuming and may divert our attention from the management of daily operations;

•	we may be unable to access capital or we may encounter difficulties, such as increases in financing costs;

•	we may incur costs and expenses associated with any undisclosed or potential liabilities;

•	unforeseen difficulties may arise in integrating an acquisition into our portfolio;

•	expected synergies may not materialize; and

•	we may acquire properties in new markets where we face risks associated with lack of market knowledge such as understanding of the local economy, the local governmental and/or local permit procedures.

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•	disruptions in the single-family housing market;

•	local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties;

•	increased costs to acquire homes;

•	our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers;

•	the ability of customers to obtain affordable financing; and

•	demographics, such as the retirement of "baby boomers", and their demand for access to our lifestyle-oriented Properties.

•	our joint venture partners may experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the joint venture;

•	our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property; and

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we may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the venture.

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•	Rent Control Legislation

•	Occupational, Safety and Health Act

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•	Americans with Disabilities Act

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•	our cash flows could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;

•	we might be required to use a substantial portion of our cash flows from operations to pay our indebtedness, thereby reducing the availability of our cash flows to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes;

•	our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	terms of refinancing may not be as favorable as the terms of existing indebtedness, resulting in higher interest rates that could adversely affect net income, cash flows and our ability to service debt and make distributions to stockholders;

•	if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flows may not be sufficient in all years to repay all maturing debt; and

•	to the extent that any Property is cross-collateralized with any other Properties, any default under the mortgage note relating to one Property could result in a default under the financing arrangements relating to other Properties that also provide security for that mortgage note or are cross-collateralized with such mortgage note.

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•	issuances of other equity securities in the future, including new series or classes of preferred stock;

•	our operating performance and the performance of other similar companies;

•	our ability to maintain compliance with covenants contained in our debt facilities;

•	actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

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•	changes in expectations of future financial performance or changes in our earnings estimates or those of analysts;

•	changes in our distribution policy;

•	publication of research reports about us or the real estate industry generally;

•	increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield;

•	changes in market valuations of similar companies;

•	adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future;

•	additions or departures of key management personnel;

•	speculation in the press or investment community;

•	equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;

•	actions by institutional stockholders; and

•	general market and economic conditions.

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(a)	Acres are approximate. For certain Properties, the acres were estimated based on 10 Sites per acre.

(b)	Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography.

(c)	Property acquired in 2019.

(d)	Property developed in 2019.

(e)	Land has been leased to us under a non-cancelable operating lease, including one Loggerhead Marina Property (See Item 8. Financial Statements and Supplementary Data—Note 3. Leases).

(f)	Acres for this community have been included in the acres of the adjacent community listed directly above this Property.

(g)	Property did not have annual Sites for 2019.

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1.	In 2012, we issued 54,458 shares of Series C Preferred Stock, which were represented by Depositary Shares. In 2017, we redeemed our Series C Preferred Stock for $138.4 million, including accrued dividends. The shares of Series C Preferred Stock that were redeemed now have the status of authorized but unissued preferred stock, without designation as to class or series.

2.

In 2019, we sold 1,010,472 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $58.71 for gross cash proceeds of $59.3 million before expenses of $0.8 million. In 2018, we sold 1,722,282 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $45.73 for gross cash proceeds of $78.8 million before expenses of $1.0 million. In 2017, we sold 2,760,034 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $43.73 for gross cash proceeds of $120.7 million before expenses of $1.5 million. As of December 31, 2019, $140.7 million of common stock remained available for issuance under our ATM equity offering program.

3.	Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for definitions of FFO and Normalized FFO and a reconciliation of these Non-GAAP financial measures to net income available for Common Stockholders.

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•	Occupancy of MH Sites within our Core Portfolio (as defined below) increased by 401 Sites to 95.7% as of December 31, 2019 compared to 95.3% as of December 31, 2018.

•	Manufactured homeowners within our Core Portfolio increased by 387 to 62,746 as of December 31, 2019 compared to 62,359 as of December 31, 2018.

•	MH and RV rental income within our Core Portfolio increased by 5.3% and 4.5%, respectively, compared to 2018.

•	Celebrated 50th anniversary of our Thousand Trails portfolio with a 4.1% increase in member count to approximately 115,700 as of December 31, 2019 and an increase in annual membership subscription revenue of 6.8%, compared to 2018.

•	Core Portfolio generated full year growth of 4.4% in income from property operations compared to 2018.

•	Normalized Funds from Operations ("Normalized FFO") per common share on a fully diluted basis was $2.09, 8.2% higher than in 2018.

•	Recognized a gain of $52.5 million from selling five all-age MH communities located in Indiana and Michigan.

•	Acquired four RV communities for $58.3 million and the remaining interest in our joint venture investment of 11 marinas in Florida.

•	Invested $87.4 million to fund development activity, including the acquisition of land parcels.

•	Raised our annual dividend to $1.225 per share in 2019, an increase of 11.4% compared to $1.100 per share in 2018.

•	Sold 1,010,472 shares of Common Stock for gross proceeds of $59.3 million through our at-the-market ("ATM") equity offering program at a weighted average share price of $58.71.

•	Repaid principal of $66.8 million on four mortgage loans, which were scheduled to mature in 2020. As of December 31, 2019, our secured debt balance had a weighted average maturity of 13.09 years and approximately 32.2% of our outstanding debt is fully amortizing.

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(1)	On September 10, 2019, we completed the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida.

(2)	Primarily utilized to service the approximately 115,700 members. Includes approximately 5,900 Sites rented on an annual basis.

(3)	Includes approximately 2,900 annual Sites, 400 seasonal Sites and 300 transient Sites.

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(1)	Includes the marina slips from the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida.

(2)	Sites are approximate.

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(1)	Excludes the impact of GAAP deferrals of membership upgrade sales upfront payments and membership sales commissions as well as approximately $7.8 million of property operating revenue not allocated to Properties, which consists primarily of membership upgrade sales.

•	a decrease in the federal corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017;

•	an immediate 100% deduction of the cost of certain capital asset investments (generally excluding real estate assets), subject to a gradual decrease of the deduction percentage over time;

•	a change in recovery periods for certain real property and building improvements (for example, to 15 years for qualified improvement property under the modified accelerated cost recovery system, and to 30 years (previously 40 years) for residential real property and 20 years (previously 40 years) for qualified improvement property under the alternative depreciation system);

•	restrictions to the deductibility of interest expense by businesses (generally, to 30% of the business’ adjusted taxable income) except, among others, real property businesses electing out of such restriction;

•	the use of the less favorable alternative depreciation system to depreciate real property in the event a real property business elects to avoid the interest deduction restriction above;

•	a limitation on net operating losses generated in 2018 or later to offset more than 80% of a taxpayer's taxable income (prior to the application of the dividends paid deduction);

•	elimination of the corporate alternative minimum tax;

•	restriction limiting the benefits of like-kind exchanges that defer capital gains for tax purposes to exchanges of real property;

•	a reduction to the highest marginal income tax rate for individuals to 37% from 39.6% (excluding, in each case, the 3.8% Medicare tax on net investment income);

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a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), generally resulting in a maximum effective federal income tax rate applicable to such dividends of 29.6% compared to 37% (excluding, in each case, the 3.8% Medicare tax on net investment income); and

•	a limitation on certain deductions for individuals, including deductions for state and local income taxes, and eliminates deductions for miscellaneous itemized deductions (including certain investment expenses).

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(1)

We adopted ASU 2014-09, Revenue from Contracts with Customers, and all related amendments, effective January 1, 2018. As of the adoption date, non-refundable upfront payments related to membership upgrade sales are recognized on a straight-line basis over 20 years to reflect our current estimated customer life for the majority of our upgrade contracts. Results for reporting periods beginning after January 1, 2018 have been presented under ASU 2014-09, while prior period amounts were not adjusted and continued to be reported under the previous accounting standards.

(2)	Represents insurance recovery revenue from reimbursement of capital expenditures related to Hurricane Irma. Additionally, there was $1.6 million related to the settlement of a previously disclosed civil investigation by certain California district attorneys for the year ended December 31, 2018.

(3)	We adopted ASU 2017-01, Business Combinations, effective January 1, 2018. All acquisitions completed subsequent to January 1, 2018 were determined to be asset acquisitions and, as such, the related transaction costs were capitalized. Transaction costs recorded in 2017 acquisitions were included in general and administrative on the Consolidated Statements of Income and Comprehensive Income.

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(1)	Marina rental income has been included in our Non-Core Portfolio since the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida on September 10, 2019.

(2)	See Non-GAAP Financial Measures section of the Management Discussion and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available to Common Shareholders.

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(1)	Marina rental income has been included in our Non-Core Portfolio following the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida on September 10, 2019.

(1)	New home sales gross revenue and costs of new home sales did not include the revenue and costs associated with our ECHO JV.

(2)	Total new home sales volume included home sales from our ECHO JV.

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(1)

Consisted of Site rental income and home rental income. Approximately $31.2 million and $30.8 million for the years ended December 31, 2019 and December 31, 2018, respectively, of Site rental income were included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income was included in rental home income in the Core Portfolio Income from Property Operations table.

(2)	Included in depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.

(3)	New home cost basis did not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $16.9 million and $16.2 million at December 31, 2019 and December 31, 2018, respectively.

(4)	Included 289 and 279 homes rented through our ECHO JV in 2019 and 2018, respectively.

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(1)	Primarily comprised of common area, utility infrastructure and mechanical improvements.

(2)	Includes $2.5 million and $15.0 million of restoration and improvement capital expenditures related to Hurricane Irma for the years ended December 31, 2019 and December 31, 2018, respectively.

(3)	Excludes new home investments associated with our ECHO JV.

(4)	Net proceeds from new and used home sale activities are reflected within Operating Activities.

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(1)	We do not include insurance, property taxes and cancelable contracts in the contractual obligations table.

(2)	Balances exclude note premiums of $1.1 million and unamortized deferred financing costs of $24.0 million. Balances represent debt maturing and scheduled periodic payments on the Consolidated Balance Sheets.

(3)	Amounts include interest expected to be incurred on our secured and unsecured debt based on obligations outstanding as of December 31, 2019.

(4)	As of December 31, 2019, assumes we will not exercise our one-year extension option on October 27, 2021 and assumes we will maintain our current leverage ratios as defined by the LOC.

(5)

Amounts represent minimum future rental payments for land under non-cancelable operating leases at certain of our Properties expiring at various years through 2054. We operate and manage Westwinds and Nicholson Plaza located in San Jose, California pursuant to ground leases that expire on August 31, 2022 and do not contain extension options. Minimum future rental payments for these Properties in 2020, 2021 and 2022 are approximately $1.4 million, $1.4 million and $0.9 million, respectively.

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•	our ability to control costs and real estate market conditions, our ability to retain 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 or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire;

•	our ability to attract and retain customers entering, renewing and upgrading membership subscriptions;

•	our assumptions about rental and home sales markets;

•	our ability to manage counter-party risk;

•	our ability to renew our insurance policies at existing rates and on consistent terms;

•	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;

•	the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;

•	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 effect from any breach of our, or any of our vendor's, data management systems;

•	the dilutive effects of issuing additional securities;

•	the outcome of pending or future lawsuits or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; and

•	other risks indicated from time to time in our filings with the Securities and Exchange Commission.

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

(2)

Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under NYSE rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees.

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1.	Financial Statements

2.	Financial Statement Schedule

3.	Exhibits:

•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

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(a)	Included as an exhibit to our Report on Form 8-K dated May 22, 2007

(b)	Included as an exhibit to our Report on Form 8-K dated November 26, 2013

(c)	Included as an exhibit to our Report on Form 8-K dated August 10, 2007

(d)	Included as an exhibit to our Report on Form 8-K dated February 27, 2018

(e)	Included as an exhibit to our Report on Form 8-K dated May 2, 2019

(f)	Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014

(g)	Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996

(h)	Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005

(i)	Included as an exhibit to our Report on Form 8-K dated January 2, 2014

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

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

(l)	Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006

(m)	Included as an exhibit to our Report on Form 10-Q for the quarter ended September 30, 2017

(n)	Form of Agreement included as an exhibit to our Report on Form 8-K dated October 26, 2018

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

*	Filed herewith

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(a)	Basis of Presentation

(b)	Use of Estimates

(c)	Investment in Real Estate

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(d)	Acquisitions

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(e)	Intangibles and Goodwill

(f)	Assets Held for Sale

(g)	Restricted Cash

(h)	Fair Value of Financial Instruments

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(i)	Deferred Financing Costs, Net

(k)	Revenue Recognition

(l)	Stock Based Compensation

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(m)	Non-Controlling Interests

(n)	Income Taxes

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(o)	Recently Adopted Accounting Pronouncements

(p)	New Accounting Pronouncements

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(a)	The percentages shown approximate our economic interest as of December 31, 2019. Our legal ownership interest may differ.

(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.

(c)	Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing this Property.

(d)	On September 10, 2019, we completed the acquisition of the remaining interest in the Loggerhead joint venture (see Note 6. Investment in Real Estate). Loggerhead sites represent marina slip count.

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(1)	The cumulative effect adjustments resulting from the adoption of ASU 2014-09 as of January 1, 2018.

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(1)	Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.

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(1)	The schedule excludes Properties in which we have a non-controlling joint venture interest and account for using the equity method of accounting.

(2)	All Properties were acquired, except for Country Place Village, which was constructed.

(3)	Aggregate cost for federal income tax purposes is approximately $3.7 billion.

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