8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 19, 2010
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)	1-11718 (Commission File No.)	36-3857664 (IRS Employer Identification Number)
Two North Riverside Plaza, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 279-1400
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     On April 19, 2010, Equity LifeStyle Properties, Inc. (the “Company”) issued a news release announcing its results of operations for the quarter ended March 31, 2010. The information is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.

     The Company preliminarily projects its net income per share (fully diluted) and funds from operations per share (fully diluted) for the year ending December 31, 2010 to be $1.16 — $1.36 and $3.39 — $3.59, respectively. The Company preliminarily projects its net income per share (fully diluted) and funds from operations per share (fully diluted) for the quarter ending June 30, 2010 to be $0.05 — $0.15 and $0.61 — $0.71, respectively.

     This current report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements. 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 recently acquired);

• our ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that we may acquire;

• our assumptions about rental and home sales markets;

• 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;

• in the all-age Properties, 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;

• the completion of future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings;

• 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 common stock;

• the effect of accounting for the sale of agreements to customers representing a right-to-use the Properties previously leased by Privileged Access under Financial Accounting Standards Board Accounting Standards 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. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

     The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant’s annual and quarterly reports filed with the Securities and Exchange Commission.

Exhibit 99.1 Equity LifeStyle Properties, Inc. press release dated April 19, 2010, “ELS Reports First Quarter Results”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

EQUITY LIFESTYLE PROPERTIES, INC.
By:	/s/ Thomas P. Heneghan
	Thomas P. Heneghan
	Chief Executive Officer
By:	/s/ Michael B. Berman
	Michael B. Berman
	Executive Vice President and Chief Financial Officer

Date: April 20, 2010

EX-99.1

Exhibit 99.1

News Release

CONTACT: Michael Berman	FOR IMMEDIATE RELEASE
(312) 279-1496	April 19, 2010

ELS REPORTS FIRST QUARTER RESULTS
Stable Core Performance

          CHICAGO, IL — April 19, 2010 — Equity LifeStyle Properties, Inc. (NYSE: ELS) (the “Company”) today announced results for the quarter ended March 31, 2010.

a) Financial Results

              For the first quarter 2010, Funds From Operations (“FFO”) were $37.4 million, or $1.05 per share on a fully-diluted basis, compared to $37.9 million, or $1.24 per share on a fully-diluted basis for the same period in 2009. Net income available to common stockholders totaled $15.1 million, or $0.49 per share on a fully-diluted basis for the quarter ended March 31, 2010. This compares to net income available to common stockholders of $13.6 million, or $0.54 per share on a fully-diluted basis for the same period in 2009. See the attachment to this press release for reconciliation of FFO and FFO per share to net income available to common shares and net income per common share, respectively, the most directly comparable GAAP measure.

b) Portfolio Performance

              First quarter 2010 property operating revenues were $127.4 million, compared to $124.4 million in the first quarter of 2009. For the quarter ended March 31, 2010, our Core property operating revenues increased approximately 1.2 percent and Core property operating expenses increased approximately 2.1 percent, resulting in an increase of approximately 0.4 percent to income from Core property operations over the quarter ended March 31, 2009. See the attachment to this press release for a reconciliation of income from property operations.

              For the quarter ended March 31, 2010, the Company had 18 new home sales (including seven third-party dealer sales), which represents a 10.0 percent decrease as compared to the quarter ended March 31, 2009. Gross revenues from home sales were $1.0 million for the quarter ended March 31, 2010, compared to $1.2 million for the quarter ended March 31, 2009.

c) Balance Sheet

              Our average long-term secured debt balance was approximately $1.5 billion in the quarter, with a weighted average interest rate, including amortization, of approximately 6.10 percent per annum. Interest coverage was approximately 2.9 times in the quarter ended March 31, 2010. Our unsecured lines of credit currently have an availability of $370 million, expiring on June 30, 2010 and a one-year extension option. The one-year extension fee is 0.15 percent.

              During the quarter ended March 31, 2010, the Company closed an approximately $12.0 million financing on one manufactured home community with an interest rate of 5.99 percent per annum, maturing in

2020. The Company also paid off two maturing mortgages totaling approximately $7.1 million, with a weighted average interest rate of 8.53 percent per annum.

              During April 2010, the Company closed on approximately $49.7 million of financing on two manufactured home communities at a weighted average interest rate of 7.14 percent per annum, maturing in 10 years. The Company also paid off seven maturing mortgages totaling approximately $94.1 million, with a weighted average interest rate of 7.84 percent per annum. The Company has locked rate on approximately $15.0 million of financing on one resort property at a stated interest rate of 6.50 percent per annum, maturing in 10 years. There can be no assurance if such financing will occur or as to the timing and terms of our anticipated financing.

d) Guidance

              Guidance for 2010 FFO per share, on a fully-diluted basis, is projected to be in the range of $3.39 to $3.59 for the year ending December 31, 2010 and in the range of $0.61 to $0.71 for the quarter ending June 30, 2010.

              The Company’s guidance ranges acknowledge the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2010 guidance include 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 of annual payments under right-to-use contracts, v) occupancy changes; and vi) our ability to retain and attract customers renewing or purchasing right-to-use contracts. Results for 2010 also may be impacted by, among other things i) continued competitive housing options and new home sales initiatives impacting occupancy levels at certain properties; ii) variability in income from home sales operations, including anticipated expansion projects; iii) potential effects of uncontrollable factors such as environmental remediation costs and hurricanes; iv) potential acquisitions, investments and dispositions; v) mortgage debt maturing during 2010; vi) changes in interest rates; and vii) continued initiatives regarding rent control legislation in California and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality at certain of the properties.

              Equity LifeStyle Properties, Inc. owns or has an interest in 303 quality properties in 26 states and British Columbia consisting of 110,411 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.

              A live webcast of Equity LifeStyle Properties, Inc.’s conference call discussing these results will be available via the Company’s website in the Investor Info section at www.equitylifestyle.com at 10:00 a.m. Central time on April 20, 2010.

              This news 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. 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 recently acquired);

• our ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that we may acquire;

• our assumptions about rental and home sales markets;

• 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;

• the completion of future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings;

• 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 common stock;

• the effect of accounting for the sale of agreements to 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. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

     Tables follow:

Equity LifeStyle Properties, Inc.
Selected Financial Data
(Unaudited)
(Amounts in thousands except for per share data)

	Quarters Ended
	March 31,
	2010			2009
Community base rental income	$	64,422		$	63,184
Resort base rental income		36,945			35,458
Right-to-use annual payments		12,185			12,895
Right-to-use contracts current period, gross		4,937			5,577
Right-to-use contracts, deferred, net of prior period amortization		(3,948	)		(5,163	)
Utility and other income		12,889			12,404
Property operating revenues		127,430			124,355
Gross revenues from home sales		1,047			1,211
Brokered resale revenues, net		239			186
Ancillary services revenues, net		1,063			1,156
Interest income		1,192			1,383
Income from other investments, net		1,177			2,523
Total revenues		132,148			130,814
Property operating and maintenance		43,454			42,004
Real estate taxes		8,314			8,456
Sales and marketing, gross		3,263			3,072
Sales and marketing, deferred commissions, net		(1,412	)		(1,493	)
Property management		8,740			8,704
Property operating expenses (exclusive of depreciation shown separately below)		62,359			60,743
Cost of home sales		1,159			2,117
Home selling expenses		477			1,072
General and administrative		5,676			6,157
Rent control initiatives		714			146
Interest and related amortization		23,767			24,550
Depreciation on corporate assets		210			168
Depreciation on real estate assets		16,923			17,399
Total expenses		111,285			112,352
Income before equity in income of unconsolidated joint ventures		20,863			18,462
Equity in income of unconsolidated joint ventures		841			1,903
Consolidated income from continuing operations		21,704			20,365
Discontinued Operations:
Discontinued operations		—			126
Loss on discontinued real estate		(177	)		(20	)
(Loss) Income from discontinued operations		(177	)		106
Consolidated net income		21,527			20,471
Income allocated to non-controlling interests:
Common OP Units		(2,432	)		(2,794	)
Perpetual Preferred OP Units		(4,031	)		(4,033	)
Net income available for Common Shares	$	15,064		$	13,644
Net income per Common Share – Basic	$	0.50		$	0.55
Net income per Common Share – Fully Diluted	$	0.49		$	0.54
Average Common Shares – Basic		30,304			24,945
Average Common Shares and OP Units – Basic		35,217			30,206
Average Common Shares and OP Units – Fully Diluted		35,500			30,523

Equity LifeStyle Properties, Inc.
(Unaudited)

	Quarters Ended
Reconciliation of Net Income to FFO and FAD	March 31,
(amounts in 000s, except for per share data)	2010			2009
Computation of funds from operations:
Net income	$	15,064		$	13,644
Income allocated to common OP Units		2,432			2,794
Right-to-use contract sales, deferred, net (1)		3,948			5,163
Right-to-use contract commissions, deferred, net (2)		(1,412	)		(1,493	)
Depreciation on real estate assets and other		16,923			17,399
Depreciation on unconsolidated joint ventures		305			326
Loss on real estate		177			20
Funds from operations (FFO)	$	37,437		$	37,853
Non-revenue producing improvements to real estate		(5,064	)		(3,599	)
Funds available for distribution (FAD)	$	32,373		$	34,254
FFO per Common Share – Basic	$	1.06		$	1.25
FFO per Common Share – Fully Diluted	$	1.05		$	1.24
FAD per Common Share – Basic	$	0.92		$	1.13
FAD per Common Share – Fully Diluted	$	0.91		$	1.12

(1)

The Company is required by GAAP to defer recognition of the non-refundable upfront payments from the sale of right-to-use contracts over the estimated customer life. The customer life is currently estimated to range from one to 31 years and is determined based upon historical attrition rates provided to the Company by Privileged Access. The amount shown represents the deferral of a substantial portion of current period contract sales, offset by the amortization of prior period sales.

(2)

The Company is required by GAAP to defer recognition of the commission paid related to the sale of right-to-use contracts. The deferred commissions will be amortized on the same method as the related non-refundable upfront payments from the sale of right-to-use contracts. The amount shown represents the deferral of a substantial portion of current period contract commissions, offset by the amortization of prior period commissions.

Income from Property Operations Detail
(Amounts in thousands)

	Consolidated
	Quarters Ended
	March 31,			March 31,
	2010			2009
Community base rental income	$	64,422		$	63,184
Resort base rental income		36,945			35,458
Right-to-use annual payments		12,185			12,895
Right-to-use contracts current period, gross		4,937			5,577
Utility and other income		12,889			12,404
Property operating revenues, excluding deferrals		131,378			129,518
Property operating and maintenance		43,454			42,004
Real estate taxes		8,314			8,456
Sales and marketing, gross		3,263			3,072
Property operating expenses, excluding deferrals		55,031			53,532
Income from property operations, excluding deferrals and Property management		76,347			75,986
Right-to-use contract sales deferred, net		(3,948	)		(5,163	)
Right-to-use contract commissions deferred net		1,412			1,493
Income from property operations, excluding Property management		73,811			72,316
Property management		8,740			8,704
Income from property operations	$	65,071		$	63,612

Equity LifeStyle Properties, Inc.
(Unaudited)

	As Of		As Of
	March 31,		December 31,
Total Common Shares and OP Units Outstanding:	2010		2009
Total Common Shares Outstanding		30,456,981		30,350,745
Total Common OP Units Outstanding		4,912,543		4,914,040

Selected Balance Sheet Data:	March 31,		December 31,
	2010		2009
	(amounts in 000s)		(amounts in 000s)
Net investment in real estate	$	1,896,603	$	1,908,447
Cash and cash equivalents	$	172,307	$	145,128
Total assets	$	2,182,558	$	2,166,319
Mortgage notes payable	$	1,543,722	$	1,547,901
Unsecured lines of credit	$	—	$	—
Total liabilities	$	1,720,270	$	1,711,892
Perpetual Preferred OP Units	$	200,000	$	200,000
Total equity	$	262,288	$	254,427

Summary of Total Sites as of March 31, 2010:

	Sites
Community sites		44,200
Resort sites:
Annuals		20,600
Seasonal		8,900
Transient		9,300
Membership (1)		24,300
Joint Ventures (2)		3,100
		110,400

(1)	Sites primarily utilized by approximately 108,000 members.
(2)	Joint Venture income is included in Equity in income from unconsolidated joint ventures.

Equity LifeStyle Properties, Inc.
(Unaudited)

	Quarters Ended
Manufactured Home Site Figures and	March 31,			March 31,
Occupancy Averages: (1)	2010			2009
Total Sites		44,231			44,233
Occupied Sites		39,836			39,984
Occupancy %		90.1	%		90.4	%
Monthly Base Rent Per Site	$	539.15		$	526.89
Core (2) Monthly Base Rent Per Site	$	539.06		$	526.74

	Quarters Ended
	March 31,		March 31,
Home Sales:(1) (Dollar amounts in thousands)	2010		2009
New Home Sales Volume (3)		18		20
New Home Sales Gross Revenues	$	424	$	826
Used Home Sales Volume (4)		133		67
Used Home Sales Gross Revenues	$	623	$	385
Brokered Home Resale Volume		187		158
Brokered Home Resale Revenues, net	$	239	$	186

(1)	Results of continuing operations, excludes discontinued operations.
(2)	The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The 2010 Core Portfolio includes all Properties acquired prior to December 31, 2008 and which have been owned and operated by the Company continuously since January 1, 2009. Core growth percentages exclude the impact of GAAP deferrals of membership sales and related commission.
(3)	The quarters ended March 31, 2010 and 2009 include seven and three third-party dealer sales, respectively.
(4)	The quarters ended March 31, 2010 and 2009 include one and zero third-party dealer sales, respectively.

Net Income and FFO per Common Share Guidance	Second Quarter 2010				Full Year 2010
on a fully diluted basis (unaudited):	Low		High		Low		High
Projected net income (1)	$	0.05	$	0.15	$	1.16	$	1.36
Projected depreciation		0.49		0.49		1.94		1.94
Projected net deferral of right-to-use sales and commissions		0.07		0.07		0.29		0.29
Projected FFO	$	0.61	$	0.71	$	3.39	$	3.59

(1) Due to the uncertain timing and extent of right-to-use sales and the resulting deferrals, actual net income could differ materially from expected net income.

Non-GAAP Financial Measures

     Funds from Operations (“FFO”), is a non-GAAP financial measure. The Company believes that 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. The Company receives up-front non-refundable payments from the sale of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, the Company believes that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or actual or estimated losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront non-refundable payments and expense deferral of right-to-use contract commissions also facilitates the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. The Company computes FFO in accordance with 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. Funds available for distribution (“FAD”) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue producing capital expenditures. Investors should review 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. 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.